|
|
|
|
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(Mark One)
|
|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
o
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Emerging Growth Company
o
|
|
|
|
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Term
|
|
Definition
|
|
Term
|
|
Definition
|
2021 MSAC Term Loan
|
|
Variable Rate MSAC Senior Secured Term Loan due 2021
|
|
LPDRAM
|
|
Mobile Low-Power DRAM
|
2021 MSTW Term Loan
|
|
Variable Rate MSTW Senior Secured Term Loan due 2021
|
|
MAI
|
|
Micron Akita, Inc.
|
2022 Notes
|
|
5.88% Senior Notes due 2022
|
|
MCP
|
|
Multi-Chip Package
|
2022 Term Loan B
|
|
Senior Secured Term Loan B due 2022
|
|
Micron
|
|
Micron Technology, Inc. (Parent Company)
|
2023 Notes
|
|
5.25% Senior Notes due 2023
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MLC
|
|
Multi-Level Cell (two bits per cell)
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2023 Secured Notes
|
|
7.50% Senior Secured Notes due 2023
|
|
MMJ
|
|
Micron Memory Japan, Inc.
|
2024 Notes
|
|
5.25% Senior Notes due 2024
|
|
MMJ Companies
|
|
MAI and MMJ
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2025 Notes
|
|
5.50% Senior Notes due 2025
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MMJ Group
|
|
MMJ and its subsidiaries
|
2026 Notes
|
|
5.63% Senior Notes due 2026
|
|
MMT
|
|
Micron Memory Taiwan Co., Ltd.
|
2032 Notes
|
|
2032C and 2032D Notes
|
|
MSP
|
|
Micron Semiconductor Products, Inc.
|
2032C Notes
|
|
2.38% Convertible Senior Notes due 2032
|
|
MSTW
|
|
Micron Semiconductor Taiwan Co., Ltd.
|
2032D Notes
|
|
3.13% Convertible Senior Notes due 2032
|
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MTTW
|
|
Micron Technology Taiwan, Inc.
|
2033 Notes
|
|
2033E and 2033F Notes
|
|
Nanya
|
|
Nanya Technology Corporation
|
2033E Notes
|
|
1.63% Convertible Senior Notes due 2033
|
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Qimonda
|
|
Qimonda AG
|
2033F Notes
|
|
2.13% Convertible Senior Notes due 2033
|
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R&D
|
|
Research and Development
|
2043G Notes
|
|
3.00% Convertible Senior Notes due 2043
|
|
SG&A
|
|
Selling, General, and Administration
|
Elpida
|
|
Elpida Memory, Inc.
|
|
SLC
|
|
Single-Level Cell
|
HMC
|
|
Hybrid Memory Cube
|
|
SSD
|
|
Solid-State Drive
|
IMFT
|
|
IM Flash Technologies, LLC
|
|
TAIBOR
|
|
Taipei Interbank Offered Rate
|
Inotera
|
|
Inotera Memories, Inc.
|
|
Tera Probe
|
|
Tera Probe, Inc.
|
Intel
|
|
Intel Corporation
|
|
TLC
|
|
Triple-Level Cell
|
Japan Court
|
|
Tokyo District Court
|
|
VIE
|
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Variable Interest Entity
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Name
|
|
Age
|
|
Position
|
April S. Arnzen
|
|
46
|
|
Senior Vice President, Human Resources
|
Scott J. DeBoer
|
|
51
|
|
Executive Vice President, Technology Development
|
Ernest E. Maddock
|
|
59
|
|
Senior Vice President and Chief Financial Officer
|
Sanjay Mehrotra
|
|
59
|
|
President and Chief Executive Officer, Director
|
Joel L. Poppen
|
|
53
|
|
Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary
|
Sumit Sadana
|
|
48
|
|
Executive Vice President and Chief Business Officer
|
Steven L. Thorsen, Jr.
|
|
52
|
|
Senior Vice President, Worldwide Sales
|
Robert L. Bailey
|
|
60
|
|
Director
|
Richard M. Beyer
|
|
68
|
|
Director
|
Patrick J. Byrne
|
|
56
|
|
Director
|
Mercedes Johnson
|
|
63
|
|
Director
|
Lawrence N. Mondry
|
|
57
|
|
Director
|
Robert E. Switz
|
|
70
|
|
Chairman of the Board of Directors
|
|
|
DRAM
|
|
Trade NAND
|
||
|
|
|
|
|
||
|
|
(percentage change in average selling prices)
|
||||
2017 from 2016
|
|
19
|
%
|
|
(9
|
)%
|
2016 from 2015
|
|
(35
|
)%
|
|
(20
|
)%
|
2015 from 2014
|
|
(11
|
)%
|
|
(17
|
)%
|
2014 from 2013
|
|
6
|
%
|
|
(23
|
)%
|
2013 from 2012
|
|
(11
|
)%
|
|
(18
|
)%
|
•
|
require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
|
•
|
require us to use cash and/or issue shares of our common stock to settle any conversion obligations of our convertible notes;
|
•
|
result in certain of our debt instruments being accelerated to be immediately due and payable or being deemed to be in default if certain terms of default are triggered, such as applicable cross payment default and/or cross-acceleration provisions;
|
•
|
result in all obligations owing under the 2021 MSTW Term Loan being accelerated to be immediately due and payable if MSTW fails to comply with certain covenants, including financial covenants;
|
•
|
increase the interest rate under the 2021 MSTW Term Loan if we or MSTW fails to maintain certain financial covenants;
|
•
|
adversely impact our credit rating, which could increase future borrowing costs;
|
•
|
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporate requirements;
|
•
|
restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;
|
•
|
increase our vulnerability to adverse economic and semiconductor memory and storage industry conditions;
|
•
|
increase our exposure to interest rate risk from variable rate indebtedness;
|
•
|
continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; and
|
•
|
require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.
|
•
|
that we will be successful in developing competitive
new semiconductor memory and storage technologies;
|
•
|
that we will be able to cost-effectively manufacture new products;
|
•
|
that we will be able to successfully market these technologies; and
|
•
|
that margins generated from sales of these products will allow us to recover costs of development efforts.
|
•
|
our interests could diverge from our partners' interests or we may not be able to agree with our partners on ongoing manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint ventures;
|
•
|
our joint venture partners' products may compete with our products;
|
•
|
we may experience difficulties in transferring technology to joint ventures;
|
•
|
we may experience difficulties and delays in ramping production at joint ventures;
|
•
|
our control over the operations of our joint ventures is limited;
|
•
|
due to financial constraints, our joint venture partners may be unable to meet their commitments to us or our joint ventures and may pose credit risks for our transactions with them;
|
•
|
due to differing business models or long-term business goals, we and our partners may not participate to the same extent on funding capital investments in our joint ventures;
|
•
|
cash flows may be inadequate to fund increased capital requirements of our joint ventures;
|
•
|
we may experience difficulties or delays in collecting amounts due to us from our joint ventures and partners;
|
•
|
the terms of our partnering arrangements may turn out to be unfavorable; and
|
•
|
changes in tax, legal, or regulatory requirements may necessitate changes in the agreements with our partners.
|
•
|
we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products;
|
•
|
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and
|
•
|
we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our relationships with existing or potential customers.
|
•
|
integrating the operations, technologies, and products of acquired or newly formed entities into our operations;
|
•
|
increasing capital expenditures to upgrade and maintain facilities;
|
•
|
increased debt levels;
|
•
|
the assumption of unknown or underestimated liabilities;
|
•
|
the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D expenditures, and other business activities;
|
•
|
diverting management's attention from daily operations;
|
•
|
managing larger or more complex operations and facilities and employees in separate and diverse geographic areas;
|
•
|
hiring and retaining key employees;
|
•
|
requirements imposed by governmental authorities in connection with the regulatory review of a transaction, which may include, among other things, divestitures or restrictions on the conduct of our business or the acquired business;
|
•
|
inability to realize synergies or other expected benefits;
|
•
|
failure to maintain customer, vendor, and other relationships;
|
•
|
inadequacy or ineffectiveness of an acquired company's internal financial controls, disclosure controls and procedures, and/or environmental, health and safety, anti-corruption, human resource, or other policies or practices; and
|
•
|
impairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions, technological advancements, or worse-than-expected performance of the acquired business.
|
•
|
suspension of production;
|
•
|
remediation costs;
|
•
|
alteration of our manufacturing processes;
|
•
|
regulatory penalties, fines, and legal liabilities; and
|
•
|
reputational challenges.
|
•
|
export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds;
|
•
|
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, export and import laws, and similar rules and regulations;
|
•
|
theft of intellectual property;
|
•
|
political and economic instability;
|
•
|
problems with the transportation or delivery of our products;
|
•
|
issues arising from cultural or language differences and labor unrest;
|
•
|
longer payment cycles and greater difficulty in collecting accounts receivable;
|
•
|
compliance with trade, technical standards, and other laws in a variety of jurisdictions;
|
•
|
contractual and regulatory limitations on our ability to maintain flexibility with our staffing levels;
|
•
|
disruptions to our manufacturing operations as a result of actions imposed by foreign governments;
|
•
|
changes in economic policies of foreign governments; and
|
•
|
difficulties in staffing and managing international operations.
|
Location
|
|
Principal Operations
|
United States
|
|
R&D, wafer fabrication facilities, reticle manufacturing, assembly, and test
|
Singapore
|
|
Wafer fabrication, assembly, test, and module assembly
|
China
|
|
Assembly, test, and module assembly
|
Malaysia
|
|
Assembly and test
|
Taiwan
|
|
Wafer fabrication
|
Japan
|
|
Wafer fabrication and R&D
|
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
32.50
|
|
|
$
|
30.77
|
|
|
$
|
24.79
|
|
|
$
|
20.13
|
|
Low
|
|
27.49
|
|
|
25.15
|
|
|
18.61
|
|
|
16.62
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
16.91
|
|
|
$
|
13.11
|
|
|
$
|
15.50
|
|
|
$
|
19.16
|
|
Low
|
|
11.73
|
|
|
9.56
|
|
|
9.69
|
|
|
14.06
|
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Micron Technology, Inc.
|
|
$
|
100
|
|
|
$
|
219
|
|
|
$
|
525
|
|
|
$
|
264
|
|
|
$
|
266
|
|
|
$
|
515
|
|
S&P 500 Composite Index
|
|
100
|
|
|
119
|
|
|
149
|
|
|
149
|
|
|
168
|
|
|
195
|
|
||||||
Philadelphia Semiconductor Index (SOX)
|
|
100
|
|
|
118
|
|
|
169
|
|
|
164
|
|
|
219
|
|
|
309
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in millions except per share amounts)
|
||||||||||||||||||
Net sales
|
|
$
|
20,322
|
|
|
$
|
12,399
|
|
|
$
|
16,192
|
|
|
$
|
16,358
|
|
|
$
|
9,073
|
|
Gross margin
|
|
8,436
|
|
|
2,505
|
|
|
5,215
|
|
|
5,437
|
|
|
1,847
|
|
|||||
Operating income
|
|
5,868
|
|
|
168
|
|
|
2,998
|
|
|
3,087
|
|
|
236
|
|
|||||
Net income (loss)
|
|
5,090
|
|
|
(275
|
)
|
|
2,899
|
|
|
3,079
|
|
|
1,194
|
|
|||||
Net income (loss) attributable to Micron
|
|
5,089
|
|
|
(276
|
)
|
|
2,899
|
|
|
3,045
|
|
|
1,190
|
|
|||||
Diluted earnings (loss) per share
|
|
4.41
|
|
|
(0.27
|
)
|
|
2.47
|
|
|
2.54
|
|
|
1.13
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and short-term investments
|
|
5,428
|
|
|
4,398
|
|
|
3,521
|
|
|
4,534
|
|
|
3,101
|
|
|||||
Total current assets
|
|
12,457
|
|
|
9,495
|
|
|
8,596
|
|
|
10,245
|
|
|
8,911
|
|
|||||
Property, plant, and equipment, net
|
|
19,431
|
|
|
14,686
|
|
|
10,554
|
|
|
8,682
|
|
|
7,626
|
|
|||||
Total assets
|
|
35,336
|
|
|
27,540
|
|
|
24,143
|
|
|
22,416
|
|
|
19,068
|
|
|||||
Total current liabilities
|
|
5,334
|
|
|
4,835
|
|
|
3,905
|
|
|
4,791
|
|
|
4,122
|
|
|||||
Long-term debt
|
|
9,872
|
|
|
9,154
|
|
|
6,252
|
|
|
4,893
|
|
|
4,406
|
|
|||||
Redeemable convertible notes
|
|
21
|
|
|
—
|
|
|
49
|
|
|
68
|
|
|
—
|
|
|||||
Total Micron shareholders’ equity
|
|
18,621
|
|
|
12,080
|
|
|
12,302
|
|
|
10,760
|
|
|
9,142
|
|
|||||
Noncontrolling interests in subsidiaries
|
|
849
|
|
|
848
|
|
|
937
|
|
|
802
|
|
|
864
|
|
|||||
Total equity
|
|
19,470
|
|
|
12,928
|
|
|
13,239
|
|
|
11,562
|
|
|
10,006
|
|
•
|
Results of Operations
:
An analysis of our financial results consisting of the following:
|
◦
|
Consolidated results;
|
◦
|
Operating results by business segment;
|
◦
|
Operating results by product; and
|
◦
|
Operating expenses and other.
|
•
|
Liquidity and Capital Resources
:
An analysis of changes in our balance sheet and cash flows and discussion of our financial condition and liquidity.
|
•
|
Off-Balance Sheet Arrangements
:
Description of off-balance sheet arrangements.
|
•
|
Critical Accounting Estimates
:
Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
|
•
|
Recently Adopted and Issued Accounting Standards
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Net sales
|
|
$
|
20,322
|
|
|
100
|
%
|
|
$
|
12,399
|
|
|
100
|
%
|
|
$
|
16,192
|
|
|
100
|
%
|
Cost of goods sold
|
|
11,886
|
|
|
58
|
%
|
|
9,894
|
|
|
80
|
%
|
|
10,977
|
|
|
68
|
%
|
|||
Gross margin
|
|
8,436
|
|
|
42
|
%
|
|
2,505
|
|
|
20
|
%
|
|
5,215
|
|
|
32
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general, and administrative
|
|
743
|
|
|
4
|
%
|
|
659
|
|
|
5
|
%
|
|
719
|
|
|
4
|
%
|
|||
Research and development
|
|
1,824
|
|
|
9
|
%
|
|
1,617
|
|
|
13
|
%
|
|
1,540
|
|
|
10
|
%
|
|||
Restructure and asset impairments
|
|
18
|
|
|
—
|
%
|
|
67
|
|
|
1
|
%
|
|
3
|
|
|
—
|
%
|
|||
Other operating (income) expense, net
|
|
(17
|
)
|
|
—
|
%
|
|
(6
|
)
|
|
—
|
%
|
|
(45
|
)
|
|
—
|
%
|
|||
Operating income
|
|
5,868
|
|
|
29
|
%
|
|
168
|
|
|
1
|
%
|
|
2,998
|
|
|
19
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
|
(560
|
)
|
|
(3
|
)%
|
|
(395
|
)
|
|
(3
|
)%
|
|
(336
|
)
|
|
(2
|
)%
|
|||
Other non-operating income (expense), net
|
|
(112
|
)
|
|
(1
|
)%
|
|
(54
|
)
|
|
—
|
%
|
|
(53
|
)
|
|
—
|
%
|
|||
Income tax (provision) benefit
|
|
(114
|
)
|
|
(1
|
)%
|
|
(19
|
)
|
|
—
|
%
|
|
(157
|
)
|
|
(1
|
)%
|
|||
Equity in net income (loss) of equity method investees
|
|
8
|
|
|
—
|
%
|
|
25
|
|
|
—
|
%
|
|
447
|
|
|
3
|
%
|
|||
Net income attributable to noncontrolling interests
|
|
(1
|
)
|
|
—
|
%
|
|
(1
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) attributable to Micron
|
|
$
|
5,089
|
|
|
25
|
%
|
|
$
|
(276
|
)
|
|
(2
|
)%
|
|
$
|
2,899
|
|
|
18
|
%
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
CNBU
|
|
$
|
8,624
|
|
|
42
|
%
|
|
$
|
4,529
|
|
|
37
|
%
|
|
$
|
6,725
|
|
|
42
|
%
|
SBU
|
|
4,514
|
|
|
22
|
%
|
|
3,262
|
|
|
26
|
%
|
|
3,687
|
|
|
23
|
%
|
|||
MBU
|
|
4,424
|
|
|
22
|
%
|
|
2,569
|
|
|
21
|
%
|
|
3,692
|
|
|
23
|
%
|
|||
EBU
|
|
2,695
|
|
|
13
|
%
|
|
1,939
|
|
|
16
|
%
|
|
1,999
|
|
|
12
|
%
|
|||
All Other
|
|
65
|
|
|
—
|
%
|
|
100
|
|
|
1
|
%
|
|
89
|
|
|
1
|
%
|
|||
|
|
$
|
20,322
|
|
|
|
|
$
|
12,399
|
|
|
|
|
|
$
|
16,192
|
|
|
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
8,624
|
|
|
$
|
4,529
|
|
|
$
|
6,725
|
|
Operating income (loss)
|
|
3,755
|
|
|
(25
|
)
|
|
1,549
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
4,514
|
|
|
$
|
3,262
|
|
|
$
|
3,687
|
|
Operating income (loss)
|
|
552
|
|
|
(123
|
)
|
|
(39
|
)
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
4,424
|
|
|
$
|
2,569
|
|
|
$
|
3,692
|
|
Operating income
|
|
927
|
|
|
97
|
|
|
1,166
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
2,695
|
|
|
$
|
1,939
|
|
|
$
|
1,999
|
|
Operating income
|
|
975
|
|
|
473
|
|
|
459
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
DRAM
|
|
$
|
12,963
|
|
|
64
|
%
|
|
$
|
7,207
|
|
|
58
|
%
|
|
$
|
10,339
|
|
|
64
|
%
|
Trade NAND
|
|
6,228
|
|
|
31
|
%
|
|
4,138
|
|
|
33
|
%
|
|
4,811
|
|
|
30
|
%
|
|||
Non-Trade
|
|
553
|
|
|
3
|
%
|
|
501
|
|
|
4
|
%
|
|
463
|
|
|
3
|
%
|
|||
Other
|
|
578
|
|
|
3
|
%
|
|
553
|
|
|
4
|
%
|
|
579
|
|
|
4
|
%
|
|||
|
|
$
|
20,322
|
|
|
|
|
$
|
12,399
|
|
|
|
|
$
|
16,192
|
|
|
|
For the year ended
|
|
2017
|
|
2016
|
||
|
|
|
|
|
||
|
|
(percentage change from prior year)
|
||||
Net sales
|
|
80
|
%
|
|
(30
|
)%
|
Average selling prices per gigabit
|
|
19
|
%
|
|
(35
|
)%
|
Gigabits sold
|
|
52
|
%
|
|
7
|
%
|
Cost per gigabit
|
|
(21
|
)%
|
|
(17
|
)%
|
For the year ended
|
|
2017
|
|
2016
|
||
|
|
|
|
|
||
|
|
(percentage change from prior year)
|
||||
Net sales
|
|
50
|
%
|
|
(14
|
)%
|
Average selling prices per gigabit
|
|
(9
|
)%
|
|
(20
|
)%
|
Gigabits sold
|
|
65
|
%
|
|
8
|
%
|
Cost per gigabit
|
|
(26
|
)%
|
|
(16
|
)%
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and Inotera
|
|
$
|
54
|
|
|
$
|
(114
|
)
|
|
$
|
(80
|
)
|
U.S. valuation allowance release resulting from business acquisition
|
|
—
|
|
|
41
|
|
|
—
|
|
|||
Other income tax (provision) benefit, primarily other non-U.S. operations
|
|
(168
|
)
|
|
54
|
|
|
(77
|
)
|
|||
|
|
$
|
(114
|
)
|
|
$
|
(19
|
)
|
|
$
|
(157
|
)
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
|
2.2
|
%
|
|
(6.8
|
)%
|
|
6.0
|
%
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Inotera
|
|
$
|
9
|
|
|
$
|
32
|
|
|
$
|
445
|
|
Tera Probe
|
|
(3
|
)
|
|
(11
|
)
|
|
1
|
|
|||
Other
|
|
2
|
|
|
4
|
|
|
1
|
|
|||
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
447
|
|
•
|
Equity Plans
|
•
|
Restructure and Asset Impairments
|
•
|
Other Operating Income (Expense), Net
|
•
|
Other Non-Operating Income (Expense), Net
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
|
$
|
8,153
|
|
|
$
|
3,168
|
|
|
$
|
5,208
|
|
Net cash provided by (used for) investing activities
|
|
(7,537
|
)
|
|
(3,044
|
)
|
|
(6,216
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
349
|
|
|
1,745
|
|
|
(718
|
)
|
|||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
|
(12
|
)
|
|
19
|
|
|
(133
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
$
|
953
|
|
|
$
|
1,888
|
|
|
$
|
(1,859
|
)
|
|
|
Settlement Option for
|
|
|
|
If Settled With Minimum Cash Required Per the Terms
|
|
If Settled Entirely With Cash
|
||||||||||
|
|
Principal Amount
|
|
Amount in Excess of Principal
|
|
Underlying Shares
|
|
Cash
|
|
Remainder in Shares
|
|
|||||||
2032C Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
23
|
|
|
$
|
—
|
|
|
23
|
|
|
$
|
742
|
|
2032D Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
18
|
|
|
—
|
|
|
18
|
|
|
567
|
|
||
2033E Notes
(1)
|
|
Cash
|
|
Cash and/or shares
|
|
16
|
|
|
204
|
|
|
9
|
|
|
425
|
|
||
2033F Notes
|
|
Cash
|
|
Cash and/or shares
|
|
27
|
|
|
297
|
|
|
18
|
|
|
869
|
|
||
|
|
|
|
|
|
84
|
|
|
$
|
501
|
|
|
68
|
|
|
$
|
2,603
|
|
(1)
|
In August 2017, holders of our 2033E Notes with an aggregate principal amount of
$58 million
converted their notes, which were settled in the first quarter of 2018. For converted notes with an aggregate principal amount of
$16 million
, we elected to settle the conversion obligation in excess of the principal amount in cash. We elected to settle the remaining notes with an aggregate principal amount of
$42 million
with a combination of cash for the principal amount and shares of our common stock for the remainder of the settlement amount. In the first quarter of 2018, we settled the conversions for
$92 million
in cash and
3 million
shares of our treasury stock.
|
|
|
Payments Due by Period
|
||||||||||||||||||
As of August 31, 2017
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than 5 years
|
||||||||
Notes payable
(1)(2)
|
|
$
|
12,611
|
|
|
$
|
1,037
|
|
|
$
|
3,625
|
|
|
$
|
3,050
|
|
|
$
|
4,899
|
|
Capital lease obligations
(2)
|
|
1,351
|
|
|
401
|
|
|
563
|
|
|
159
|
|
|
228
|
|
|||||
Operating leases
(3)
|
|
154
|
|
|
29
|
|
|
51
|
|
|
36
|
|
|
38
|
|
|||||
Purchase obligations
(4)
|
|
2,219
|
|
|
1,895
|
|
|
293
|
|
|
9
|
|
|
22
|
|
|||||
Other long-term liabilities
(5)
|
|
860
|
|
|
366
|
|
|
447
|
|
|
26
|
|
|
21
|
|
|||||
Total
|
|
$
|
17,195
|
|
|
$
|
3,728
|
|
|
$
|
4,979
|
|
|
$
|
3,280
|
|
|
$
|
5,208
|
|
(1)
|
Amounts include MMJ Creditor Payments, convertible notes, and other notes.
|
(2)
|
Amounts include principal and interest.
|
(3)
|
Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.
|
(4)
|
Purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity that meet any of the following criteria: (1) they are noncancelable, (2) we would incur a penalty if the agreement was canceled, or (3) we must make specified minimum payments even if we do not take delivery of the contracted products or services. If the obligation to purchase goods or services is noncancelable, the entire value of the contract was included in the above table. If the obligation is cancelable, but we would incur a penalty if canceled, only the dollar amount of the penalty was included as a purchase obligation. Contracted minimum amounts specified in any take-or-pay contracts were included in the above table as they represent the portion of each contract that is a firm commitment.
|
(5)
|
Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheet, including $366 million for the current portion of these long-term liabilities. We are unable to reliably estimate the timing of future certain payments related to uncertain tax positions and deferred tax liabilities; therefore, the amount has been excluded from the preceding table. However, other noncurrent liabilities recorded on our consolidated balance sheet included these uncertain tax positions and deferred tax liabilities.
|
•
|
Debt, including discount rate and timing of payments;
|
•
|
Deferred tax assets, including projections of future taxable income and tax rates;
|
•
|
Fair value of consideration paid or transferred;
|
•
|
Intangible assets, including valuation methodology, estimations of future revenue and costs, profit allocation rates attributable to the acquired technology, and discount rates;
|
•
|
Inventory, including estimated future selling prices, timing of product sales, and completion costs for work in process; and
|
•
|
Property, plant, and equipment, including determination of values in a continued-use model.
|
|
Page
|
|
|
Consolidated Financial Statements as of August 31, 2017 and September 1, 2016 and for the fiscal years ended August 31, 2017, September 1, 2016, and September 3, 2015
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Changes in Equity
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
For the year ended
|
|
August 31,
2017 |
|
September 1,
2016 |
|
September 3,
2015 |
||||||
Net sales
|
|
$
|
20,322
|
|
|
$
|
12,399
|
|
|
$
|
16,192
|
|
Cost of goods sold
|
|
11,886
|
|
|
9,894
|
|
|
10,977
|
|
|||
Gross margin
|
|
8,436
|
|
|
2,505
|
|
|
5,215
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
|
743
|
|
|
659
|
|
|
719
|
|
|||
Research and development
|
|
1,824
|
|
|
1,617
|
|
|
1,540
|
|
|||
Restructure and asset impairments
|
|
18
|
|
|
67
|
|
|
3
|
|
|||
Other operating (income) expense, net
|
|
(17
|
)
|
|
(6
|
)
|
|
(45
|
)
|
|||
Operating income
|
|
5,868
|
|
|
168
|
|
|
2,998
|
|
|||
|
|
|
|
|
|
|
||||||
Interest income
|
|
41
|
|
|
42
|
|
|
35
|
|
|||
Interest expense
|
|
(601
|
)
|
|
(437
|
)
|
|
(371
|
)
|
|||
Other non-operating income (expense), net
|
|
(112
|
)
|
|
(54
|
)
|
|
(53
|
)
|
|||
|
|
5,196
|
|
|
(281
|
)
|
|
2,609
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax (provision) benefit
|
|
(114
|
)
|
|
(19
|
)
|
|
(157
|
)
|
|||
Equity in net income (loss) of equity method investees
|
|
8
|
|
|
25
|
|
|
447
|
|
|||
Net income (loss)
|
|
5,090
|
|
|
(275
|
)
|
|
2,899
|
|
|||
|
|
|
|
|
|
|
||||||
Net (income) loss attributable to noncontrolling interests
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Net income (loss) attributable to Micron
|
|
$
|
5,089
|
|
|
$
|
(276
|
)
|
|
$
|
2,899
|
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.67
|
|
|
$
|
(0.27
|
)
|
|
$
|
2.71
|
|
Diluted
|
|
4.41
|
|
|
(0.27
|
)
|
|
2.47
|
|
|||
|
|
|
|
|
|
|
||||||
Number of shares used in per share calculations
|
|
|
|
|
|
|
||||||
Basic
|
|
1,089
|
|
|
1,036
|
|
|
1,070
|
|
|||
Diluted
|
|
1,154
|
|
|
1,036
|
|
|
1,170
|
|
For the year ended
|
|
August 31,
2017 |
|
September 1,
2016 |
|
September 3,
2015 |
||||||
Net income (loss)
|
|
$
|
5,090
|
|
|
$
|
(275
|
)
|
|
$
|
2,899
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
48
|
|
|
(49
|
)
|
|
(42
|
)
|
|||
Gain (loss) on derivatives, net
|
|
15
|
|
|
7
|
|
|
(18
|
)
|
|||
Pension liability adjustments
|
|
1
|
|
|
(9
|
)
|
|
20
|
|
|||
Gain (loss) on investments, net
|
|
—
|
|
|
3
|
|
|
(4
|
)
|
|||
Other comprehensive income (loss)
|
|
64
|
|
|
(48
|
)
|
|
(44
|
)
|
|||
Total comprehensive income (loss)
|
|
5,154
|
|
|
(323
|
)
|
|
2,855
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
|||
Comprehensive income (loss) attributable to Micron
|
|
$
|
5,153
|
|
|
$
|
(324
|
)
|
|
$
|
2,856
|
|
As of
|
|
August 31,
2017 |
|
September 1,
2016 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
5,109
|
|
|
$
|
4,140
|
|
Short-term investments
|
|
319
|
|
|
258
|
|
||
Receivables
|
|
3,759
|
|
|
2,068
|
|
||
Inventories
|
|
3,123
|
|
|
2,889
|
|
||
Other current assets
|
|
147
|
|
|
140
|
|
||
Total current assets
|
|
12,457
|
|
|
9,495
|
|
||
Long-term marketable investments
|
|
617
|
|
|
414
|
|
||
Property, plant, and equipment, net
|
|
19,431
|
|
|
14,686
|
|
||
Equity method investments
|
|
16
|
|
|
1,364
|
|
||
Intangible assets, net
|
|
387
|
|
|
464
|
|
||
Deferred tax assets
|
|
766
|
|
|
657
|
|
||
Goodwill
|
|
1,228
|
|
|
104
|
|
||
Other noncurrent assets
|
|
434
|
|
|
356
|
|
||
Total assets
|
|
$
|
35,336
|
|
|
$
|
27,540
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
3,664
|
|
|
$
|
3,879
|
|
Deferred income
|
|
408
|
|
|
200
|
|
||
Current debt
|
|
1,262
|
|
|
756
|
|
||
Total current liabilities
|
|
5,334
|
|
|
4,835
|
|
||
Long-term debt
|
|
9,872
|
|
|
9,154
|
|
||
Other noncurrent liabilities
|
|
639
|
|
|
623
|
|
||
Total liabilities
|
|
15,845
|
|
|
14,612
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
21
|
|
|
—
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094 shares issued and 1,040 outstanding as of September 1, 2016)
|
|
112
|
|
|
109
|
|
||
Additional capital
|
|
8,287
|
|
|
7,736
|
|
||
Retained earnings
|
|
10,260
|
|
|
5,299
|
|
||
Treasury stock, 4 shares held (54 shares as of September 1, 2016)
|
|
(67
|
)
|
|
(1,029
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
29
|
|
|
(35
|
)
|
||
Total Micron shareholders' equity
|
|
18,621
|
|
|
12,080
|
|
||
Noncontrolling interests in subsidiaries
|
|
849
|
|
|
848
|
|
||
Total equity
|
|
19,470
|
|
|
12,928
|
|
||
Total liabilities and equity
|
|
$
|
35,336
|
|
|
$
|
27,540
|
|
|
|
Micron Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Total Micron Shareholders' Equity
|
|
Noncontrolling Interests in Subsidiaries
|
|
Total Equity
|
|||||||||||||||||||
|
|
Number
of Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at August 28, 2014
|
|
1,073
|
|
|
$
|
107
|
|
|
$
|
7,868
|
|
|
$
|
2,729
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
10,760
|
|
|
$
|
802
|
|
|
$
|
11,562
|
|
Net income
|
|
|
|
|
|
|
|
2,899
|
|
|
|
|
|
|
2,899
|
|
|
—
|
|
|
2,899
|
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(43
|
)
|
|
(43
|
)
|
|
(1
|
)
|
|
(44
|
)
|
|||||||||||||
Stock issued under stock plans
|
|
13
|
|
|
1
|
|
|
73
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
74
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
168
|
|
|
|
|
|
|
|
|
168
|
|
|
|
|
168
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
142
|
|
|
142
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||||||||||
Repurchase and retirement of stock
|
|
(2
|
)
|
|
—
|
|
|
(13
|
)
|
|
(40
|
)
|
|
|
|
|
|
(53
|
)
|
|
|
|
(53
|
)
|
|||||||||||
Repurchase of treasury stock
|
|
|
|
|
|
|
|
|
|
(831
|
)
|
|
|
|
(831
|
)
|
|
|
|
(831
|
)
|
||||||||||||||
Settlement of capped calls
|
|
|
|
|
|
50
|
|
|
|
|
(50
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Reclassification of redeemable convertible notes, net
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
19
|
|
||||||||||||||
Conversion and repurchase of convertible notes
|
|
|
|
|
|
(691
|
)
|
|
|
|
|
|
|
|
(691
|
)
|
|
|
|
(691
|
)
|
||||||||||||||
Balance at September 3, 2015
|
|
1,084
|
|
|
$
|
108
|
|
|
$
|
7,474
|
|
|
$
|
5,588
|
|
|
$
|
(881
|
)
|
|
$
|
13
|
|
|
$
|
12,302
|
|
|
$
|
937
|
|
|
$
|
13,239
|
|
Net income (loss)
|
|
|
|
|
|
|
|
(276
|
)
|
|
|
|
|
|
(276
|
)
|
|
1
|
|
|
(275
|
)
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||||||||||
Stock issued under stock plans
|
|
11
|
|
|
1
|
|
|
47
|
|
|
|
|
|
|
|
|
48
|
|
|
|
|
48
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
191
|
|
|
|
|
|
|
|
|
191
|
|
|
|
|
191
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
37
|
|
|
37
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
||||||||||||||
Acquisitions of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
||||||||||||||
Repurchase and retirement of stock
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
|
(13
|
)
|
|
|
|
|
|
(23
|
)
|
|
|
|
(23
|
)
|
|||||||||||
Repurchase of treasury stock
|
|
|
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
(125
|
)
|
|
|
|
(125
|
)
|
||||||||||||||
Settlement of capped calls
|
|
|
|
|
|
23
|
|
|
|
|
(23
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Reclassification of redeemable convertible notes, net
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
49
|
|
|
|
|
49
|
|
||||||||||||||
Conversion and repurchase of convertible notes
|
|
|
|
|
|
(38
|
)
|
|
|
|
|
|
|
|
(38
|
)
|
|
|
|
(38
|
)
|
||||||||||||||
Balance at September 1, 2016
|
|
1,094
|
|
|
$
|
109
|
|
|
$
|
7,736
|
|
|
$
|
5,299
|
|
|
$
|
(1,029
|
)
|
|
$
|
(35
|
)
|
|
$
|
12,080
|
|
|
$
|
848
|
|
|
$
|
12,928
|
|
Net income
|
|
|
|
|
|
|
|
5,089
|
|
|
|
|
|
|
5,089
|
|
|
1
|
|
|
5,090
|
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
64
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|||||||||||||
Stock issued under stock plans
|
|
20
|
|
|
3
|
|
|
139
|
|
|
|
|
|
|
|
|
142
|
|
|
|
|
142
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
217
|
|
|
(2
|
)
|
|
|
|
|
|
215
|
|
|
|
|
215
|
|
|||||||||||||
Repurchase and retirement of stock
|
|
(2
|
)
|
|
—
|
|
|
(13
|
)
|
|
(22
|
)
|
|
|
|
|
|
|
(35
|
)
|
|
|
|
(35
|
)
|
||||||||||
Stock issued to Nanya for Inotera Acquisition
|
|
4
|
|
|
—
|
|
|
70
|
|
|
(104
|
)
|
|
1,029
|
|
|
|
|
995
|
|
|
|
|
995
|
|
||||||||||
Settlement of capped calls
|
|
|
|
|
|
192
|
|
|
|
|
(67
|
)
|
|
|
|
125
|
|
|
|
|
125
|
|
|||||||||||||
Reclassification of redeemable convertible notes, net
|
|
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
|
(21
|
)
|
||||||||||||||
Conversion and repurchase of convertible notes
|
|
|
|
|
|
(33
|
)
|
|
|
|
|
|
|
|
(33
|
)
|
|
|
|
(33
|
)
|
||||||||||||||
Balance at August 31, 2017
|
|
1,116
|
|
|
$
|
112
|
|
|
$
|
8,287
|
|
|
$
|
10,260
|
|
|
$
|
(67
|
)
|
|
$
|
29
|
|
|
$
|
18,621
|
|
|
$
|
849
|
|
|
$
|
19,470
|
|
For the year ended
|
|
August 31,
2017 |
|
September 1,
2016 |
|
September 3,
2015 |
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
5,090
|
|
|
$
|
(275
|
)
|
|
$
|
2,899
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
||||
Depreciation expense and amortization of intangible assets
|
|
3,861
|
|
|
2,980
|
|
|
2,667
|
|
|||
Amortization of debt discount and other costs
|
|
125
|
|
|
126
|
|
|
138
|
|
|||
Stock-based compensation
|
|
215
|
|
|
191
|
|
|
168
|
|
|||
Loss on debt repurchases and conversions
|
|
99
|
|
|
4
|
|
|
49
|
|
|||
Gain on remeasurement of previously-held equity interest in Inotera
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in net (income) loss of equity method investees
|
|
(8
|
)
|
|
(25
|
)
|
|
(447
|
)
|
|||
Change in operating assets and liabilities
|
|
|
|
|
|
|
|
|
||||
Receivables
|
|
(1,651
|
)
|
|
465
|
|
|
393
|
|
|||
Inventories
|
|
50
|
|
|
(549
|
)
|
|
116
|
|
|||
Accounts payable and accrued expenses
|
|
564
|
|
|
272
|
|
|
(691
|
)
|
|||
Payments attributed to intercompany balances with Inotera
|
|
(361
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income
|
|
218
|
|
|
(6
|
)
|
|
(105
|
)
|
|||
Other
|
|
22
|
|
|
(15
|
)
|
|
21
|
|
|||
Net cash provided by operating activities
|
|
8,153
|
|
|
3,168
|
|
|
5,208
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||
Expenditures for property, plant, and equipment
|
|
(4,734
|
)
|
|
(5,817
|
)
|
|
(4,021
|
)
|
|||
Acquisition of Inotera
|
|
(2,634
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of available-for-sale securities
|
|
(1,239
|
)
|
|
(1,026
|
)
|
|
(4,392
|
)
|
|||
Payments to settle hedging activities
|
|
(274
|
)
|
|
(152
|
)
|
|
(132
|
)
|
|||
Proceeds from sales and maturities of available-for-sale securities
|
|
970
|
|
|
3,690
|
|
|
2,248
|
|
|||
Proceeds from settlement of hedging activities
|
|
184
|
|
|
335
|
|
|
56
|
|
|||
Other
|
|
190
|
|
|
(74
|
)
|
|
25
|
|
|||
Net cash provided by (used for) investing activities
|
|
(7,537
|
)
|
|
(3,044
|
)
|
|
(6,216
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of debt
|
|
3,311
|
|
|
2,199
|
|
|
2,212
|
|
|||
Proceeds from issuance of stock under equity plans
|
|
142
|
|
|
48
|
|
|
74
|
|
|||
Proceeds from equipment sale-leaseback transactions
|
|
—
|
|
|
765
|
|
|
291
|
|
|||
Repayments of debt
|
|
(2,558
|
)
|
|
(870
|
)
|
|
(2,329
|
)
|
|||
Payments on equipment purchase contracts
|
|
(519
|
)
|
|
(46
|
)
|
|
(95
|
)
|
|||
Cash paid to acquire treasury stock
|
|
(35
|
)
|
|
(148
|
)
|
|
(884
|
)
|
|||
Other
|
|
8
|
|
|
(203
|
)
|
|
13
|
|
|||
Net cash provided by (used for) financing activities
|
|
349
|
|
|
1,745
|
|
|
(718
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
|
(12
|
)
|
|
19
|
|
|
(133
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
953
|
|
|
1,888
|
|
|
(1,859
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
4,263
|
|
|
2,375
|
|
|
4,234
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
5,216
|
|
|
$
|
4,263
|
|
|
$
|
2,375
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures
|
|
|
|
|
|
|
|
|
||||
Income taxes paid, net
|
|
$
|
(99
|
)
|
|
$
|
(90
|
)
|
|
$
|
(63
|
)
|
Interest paid, net of amounts capitalized
|
|
(468
|
)
|
|
(267
|
)
|
|
(226
|
)
|
|||
Noncash investing and financing activity
|
|
|
|
|
|
|
||||||
Equipment acquisitions on contracts payable and capital leases
|
|
813
|
|
|
993
|
|
|
345
|
|
Consideration
|
|
|
||
Cash paid for Inotera Acquisition
|
|
$
|
4,099
|
|
Less cash received from sale of Micron Shares
|
|
(986
|
)
|
|
Net cash paid for Inotera Acquisition
|
|
3,113
|
|
|
Fair value of our previously-held equity interest in Inotera
|
|
1,441
|
|
|
Fair value of Micron Shares exchanged for Inotera shares
|
|
995
|
|
|
Other
|
|
3
|
|
|
Payments attributed to intercompany balances with Inotera
|
|
(361
|
)
|
|
|
|
$
|
5,191
|
|
|
|
|
||
Assets acquired and liabilities assumed
|
|
|
||
Cash and equivalents
|
|
$
|
118
|
|
Inventories
|
|
285
|
|
|
Other current assets
|
|
27
|
|
|
Property, plant, and equipment
|
|
3,722
|
|
|
Deferred tax assets
|
|
82
|
|
|
Goodwill
|
|
1,124
|
|
|
Other noncurrent assets
|
|
130
|
|
|
Accounts payable and accrued expenses
|
|
(232
|
)
|
|
Debt
|
|
(56
|
)
|
|
Other noncurrent liabilities
|
|
(9
|
)
|
|
|
|
$
|
5,191
|
|
|
|
Year ended
|
||||||
|
|
August 31,
2017 |
|
September 1,
2016 |
||||
Net sales
|
|
$
|
20,317
|
|
|
$
|
12,341
|
|
Net income (loss)
|
|
5,172
|
|
|
(543
|
)
|
||
Net income (loss) attributable to Micron
|
|
5,171
|
|
|
(544
|
)
|
||
Earnings (loss) per share
|
|
|
|
|
||||
Basic
|
|
4.68
|
|
|
(0.50
|
)
|
||
Diluted
|
|
4.42
|
|
|
(0.50
|
)
|
As of
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(1)
|
|
Total Fair Value
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(1)
|
|
Total Fair Value
|
||||||||||||||||
Cash
|
|
$
|
2,237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,237
|
|
|
$
|
2,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,258
|
|
Level 1
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
2,332
|
|
|
—
|
|
|
—
|
|
|
2,332
|
|
|
1,507
|
|
|
—
|
|
|
—
|
|
|
1,507
|
|
||||||||
Level 2
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Certificates of deposit
|
|
483
|
|
|
24
|
|
|
3
|
|
|
510
|
|
|
373
|
|
|
33
|
|
|
—
|
|
|
406
|
|
||||||||
Corporate bonds
|
|
—
|
|
|
193
|
|
|
315
|
|
|
508
|
|
|
—
|
|
|
142
|
|
|
235
|
|
|
377
|
|
||||||||
Government securities
|
|
1
|
|
|
90
|
|
|
126
|
|
|
217
|
|
|
2
|
|
|
62
|
|
|
82
|
|
|
146
|
|
||||||||
Asset-backed securities
|
|
—
|
|
|
2
|
|
|
173
|
|
|
175
|
|
|
—
|
|
|
12
|
|
|
97
|
|
|
109
|
|
||||||||
Commercial paper
|
|
56
|
|
|
10
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
|
|
5,109
|
|
|
$
|
319
|
|
|
$
|
617
|
|
|
$
|
6,045
|
|
|
4,140
|
|
|
$
|
258
|
|
|
$
|
414
|
|
|
$
|
4,812
|
|
||
Restricted cash
(4)
|
|
107
|
|
|
|
|
|
|
|
|
123
|
|
|
|
|
|
|
|
||||||||||||||
Cash, cash equivalents, and restricted cash
|
|
$
|
5,216
|
|
|
|
|
|
|
|
|
$
|
4,263
|
|
|
|
|
|
|
|
(1)
|
The maturities of long-term marketable securities range from
one
to
four
years.
|
(2)
|
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
|
(3)
|
The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to such pricing information as of
August 31, 2017
or September 1, 2016.
|
(4)
|
Restricted cash is included in other noncurrent assets and generally represents balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan. The restrictions on the MMJ Creditor Payments lapse upon approval by the trustees and/or Japan Court. The restrictions on the interest reserve balances lapse in proportion to the reduction in the amount of interest expected to be paid under the 2021 MSTW Term Loan for the subsequent six months. (See "Debt" note.)
|
As of
|
|
2017
|
|
2016
|
||||
Trade receivables
|
|
$
|
3,490
|
|
|
$
|
1,765
|
|
Income and other taxes
|
|
100
|
|
|
119
|
|
||
Other
|
|
169
|
|
|
184
|
|
||
|
|
$
|
3,759
|
|
|
$
|
2,068
|
|
As of
|
|
2017
|
|
2016
|
||||
Finished goods
|
|
$
|
856
|
|
|
$
|
899
|
|
Work in process
|
|
1,968
|
|
|
1,761
|
|
||
Raw materials and supplies
|
|
299
|
|
|
229
|
|
||
|
|
$
|
3,123
|
|
|
$
|
2,889
|
|
As of
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
345
|
|
|
$
|
145
|
|
Buildings (includes $475 and $347, respectively, under capital leases)
|
|
7,958
|
|
|
6,653
|
|
||
Equipment
(1)
(includes $1,331 and $1,374, respectively, under capital leases)
|
|
32,187
|
|
|
25,910
|
|
||
Construction in progress
(2)
|
|
499
|
|
|
475
|
|
||
Software
|
|
544
|
|
|
422
|
|
||
|
|
41,533
|
|
|
33,605
|
|
||
Accumulated depreciation (includes $626 and $492, respectively, under capital leases)
|
|
(22,102
|
)
|
|
(18,919
|
)
|
||
|
|
$
|
19,431
|
|
|
$
|
14,686
|
|
(1)
|
Included costs related to equipment not placed into service of
$994 million
and
$1.47 billion
, as of
August 31, 2017
and
September 1, 2016
, respectively.
|
(2)
|
Included building-related construction and tool installation costs for assets not placed into service.
|
As of
|
|
2017
|
|
2016
|
||||||||||
|
|
Investment Balance
|
|
Ownership Percentage
|
|
Investment Balance
|
|
Ownership Percentage
|
||||||
Inotera
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,314
|
|
|
33
|
%
|
Tera Probe
|
|
—
|
|
|
—
|
%
|
|
36
|
|
|
40
|
%
|
||
Other
|
|
16
|
|
|
Various
|
|
|
14
|
|
|
Various
|
|
||
|
|
$
|
16
|
|
|
|
|
|
$
|
1,364
|
|
|
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Inotera
|
|
$
|
9
|
|
|
$
|
32
|
|
|
$
|
445
|
|
Tera Probe
|
|
(3
|
)
|
|
(11
|
)
|
|
1
|
|
|||
Other
|
|
2
|
|
|
4
|
|
|
1
|
|
|||
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
447
|
|
As of
|
|
2017
|
|
2016
|
||||
Current assets
|
|
$
|
107
|
|
|
$
|
1,222
|
|
Noncurrent assets
|
|
256
|
|
|
4,294
|
|
||
Current liabilities
|
|
19
|
|
|
604
|
|
||
Noncurrent liabilities
|
|
66
|
|
|
411
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
557
|
|
|
$
|
1,671
|
|
|
$
|
2,647
|
|
Gross margin
|
|
82
|
|
|
155
|
|
|
1,253
|
|
|||
Operating income
|
|
126
|
|
|
199
|
|
|
1,191
|
|
|||
Net income
|
|
76
|
|
|
184
|
|
|
1,361
|
|
As of
|
|
2017
|
|
2016
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
Product and process technology
|
|
$
|
755
|
|
|
$
|
(476
|
)
|
|
$
|
757
|
|
|
$
|
(402
|
)
|
Other
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||
|
|
756
|
|
|
(477
|
)
|
|
758
|
|
|
(402
|
)
|
||||
Non-amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
In-process R&D
|
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total intangible assets
|
|
$
|
864
|
|
|
$
|
(477
|
)
|
|
$
|
866
|
|
|
$
|
(402
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
1,228
|
|
|
|
|
$
|
104
|
|
|
|
As of
|
|
2017
|
|
2016
|
||||
Accounts payable
|
|
$
|
1,333
|
|
|
$
|
1,186
|
|
Property, plant, and equipment payables
|
|
1,018
|
|
|
1,649
|
|
||
Salaries, wages, and benefits
|
|
603
|
|
|
289
|
|
||
Related party payables
|
|
—
|
|
|
273
|
|
||
Customer advances
|
|
197
|
|
|
132
|
|
||
Income and other taxes
|
|
163
|
|
|
41
|
|
||
Other
|
|
350
|
|
|
309
|
|
||
|
|
$
|
3,664
|
|
|
$
|
3,879
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Net Carrying Amount
|
|
|
|
Net Carrying Amount
|
||||||||||||||||||||||||||
Instrument
|
|
Stated Rate
|
|
Effective Rate
|
|
Principal
|
|
Current
|
|
Long-Term
|
|
Total
(1)
|
|
Principal
|
|
Current
|
|
Long-Term
|
|
Total
(1)
|
||||||||||||||||||
MMJ Creditor Payments
|
|
N/A
|
|
|
6.52
|
%
|
|
$
|
695
|
|
|
$
|
157
|
|
|
$
|
474
|
|
|
$
|
631
|
|
|
$
|
985
|
|
|
$
|
189
|
|
|
$
|
680
|
|
|
$
|
869
|
|
Capital lease obligations
|
|
N/A
|
|
|
3.68
|
%
|
|
1,190
|
|
|
357
|
|
|
833
|
|
|
1,190
|
|
|
1,406
|
|
|
380
|
|
|
1,026
|
|
|
1,406
|
|
||||||||
2021 MSAC Term Loan
|
|
3.61
|
%
|
|
3.85
|
%
|
|
800
|
|
|
99
|
|
|
697
|
|
|
796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
2021 MSTW Term Loan
|
|
2.85
|
%
|
|
3.02
|
%
|
|
2,652
|
|
|
—
|
|
|
2,640
|
|
|
2,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
2022 Notes
|
|
5.88
|
%
|
|
6.14
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
590
|
|
|
590
|
|
||||||||
2022 Term Loan B
|
|
3.80
|
%
|
|
4.22
|
%
|
|
743
|
|
|
5
|
|
|
725
|
|
|
730
|
|
|
750
|
|
|
5
|
|
|
730
|
|
|
735
|
|
||||||||
2023 Notes
|
|
5.25
|
%
|
|
5.43
|
%
|
|
1,000
|
|
|
—
|
|
|
991
|
|
|
991
|
|
|
1,000
|
|
|
—
|
|
|
990
|
|
|
990
|
|
||||||||
2023 Secured Notes
|
|
7.50
|
%
|
|
7.69
|
%
|
|
1,250
|
|
|
—
|
|
|
1,238
|
|
|
1,238
|
|
|
1,250
|
|
|
—
|
|
|
1,237
|
|
|
1,237
|
|
||||||||
2024 Notes
|
|
5.25
|
%
|
|
5.38
|
%
|
|
550
|
|
|
—
|
|
|
546
|
|
|
546
|
|
|
550
|
|
|
—
|
|
|
546
|
|
|
546
|
|
||||||||
2025 Notes
|
|
5.50
|
%
|
|
5.56
|
%
|
|
519
|
|
|
—
|
|
|
515
|
|
|
515
|
|
|
1,150
|
|
|
—
|
|
|
1,139
|
|
|
1,139
|
|
||||||||
2026 Notes
|
|
5.63
|
%
|
|
5.73
|
%
|
|
129
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|
450
|
|
|
—
|
|
|
446
|
|
|
446
|
|
||||||||
2032C Notes
(2)
|
|
2.38
|
%
|
|
5.95
|
%
|
|
223
|
|
|
—
|
|
|
211
|
|
|
211
|
|
|
223
|
|
|
—
|
|
|
204
|
|
|
204
|
|
||||||||
2032D Notes
(2)
|
|
3.13
|
%
|
|
6.33
|
%
|
|
177
|
|
|
—
|
|
|
159
|
|
|
159
|
|
|
177
|
|
|
—
|
|
|
154
|
|
|
154
|
|
||||||||
2033E Notes
(2)
|
|
1.63
|
%
|
|
4.50
|
%
|
|
173
|
|
|
202
|
|
|
—
|
|
|
202
|
|
|
176
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||||||
2033F Notes
(2)
|
|
2.13
|
%
|
|
4.93
|
%
|
|
297
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|
297
|
|
|
—
|
|
|
271
|
|
|
271
|
|
||||||||
2043G Notes
(3)
|
|
3.00
|
%
|
|
6.76
|
%
|
|
1,025
|
|
|
—
|
|
|
671
|
|
|
671
|
|
|
1,025
|
|
|
—
|
|
|
657
|
|
|
657
|
|
||||||||
Other notes
|
|
2.13
|
%
|
|
2.66
|
%
|
|
216
|
|
|
164
|
|
|
44
|
|
|
208
|
|
|
512
|
|
|
182
|
|
|
316
|
|
|
498
|
|
||||||||
|
|
|
|
|
|
$
|
11,639
|
|
|
$
|
1,262
|
|
|
$
|
9,872
|
|
|
$
|
11,134
|
|
|
$
|
10,551
|
|
|
$
|
756
|
|
|
$
|
9,154
|
|
|
$
|
9,910
|
|
(1)
|
Net carrying amount is the principal amount less unamortized debt discount and issuance costs. In addition, the net carrying amount for our 2033E Notes for 2017 included
$31 million
of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregate principal amount of
$16 million
.
|
(2)
|
Since the closing price of our common stock exceeded
130%
of the conversion price per share for at least
20
trading days in the
30
trading day period ended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price of our common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by the holders through December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
|
(3)
|
The 2043G Notes have an original principal amount of
$820 million
that accretes up to
$917 million
through the expected term in November 2028 and
$1.03 billion
at maturity in 2043.
|
2018
|
|
¥
|
17,675
|
|
|
$
|
160
|
|
2019
|
|
27,154
|
|
|
246
|
|
||
2020
|
|
31,762
|
|
|
289
|
|
||
|
|
76,591
|
|
|
695
|
|
||
Less unamortized discount
|
|
(7,075
|
)
|
|
(64
|
)
|
||
|
|
¥
|
69,516
|
|
|
$
|
631
|
|
•
|
MSTW must maintain a consolidated ratio of total liabilities to adjusted EBITDA not higher than
5.5
x in 2017 and 2018, and not higher than
4.5
x in 2019 through 2021;
|
•
|
MSTW must maintain adjusted consolidated tangible net worth of not less than
4.0 billion
New Taiwan dollars in 2017 and 2018, not less than
6.5 billion
New Taiwan dollars in 2019 and 2020, and not less than
12.0 billion
New Taiwan dollars in 2021;
|
•
|
on a consolidated basis, Micron must maintain a ratio of total liabilities to adjusted EBITDA not higher than
3.5
x in 2017, not higher than
3.0
x in 2018 and 2019, and not higher than
2.5
x in 2020 and 2021; and
|
•
|
on a consolidated basis, Micron must maintain adjusted tangible net worth not less than
$9.0 billion
in 2017, not less than
$12.5 billion
in 2018 and 2019, and not less than
$16.5 billion
in 2020 and 2021.
|
|
|
Maturity Date
|
|
Redemption Period
Requiring Payment of:
|
|
Redemption of up to 35% of Original Principal Amount Using Cash Proceeds From an Equity Offering
(3)
|
|||||
|
|
|
Make-Whole
(1)
|
|
Premium
(2)
|
|
Date
|
|
Specified Price
|
||
2023 Notes
(4)
|
|
Aug 2023
|
|
Prior to Feb 1, 2018
|
|
On or after Feb 1, 2018
|
|
Prior to Feb 1, 2018
|
|
105.250
|
%
|
2024 Notes
|
|
Jan 2024
|
|
Prior to May 1, 2018
|
|
On or after May 1, 2018
|
|
Prior to May 1, 2018
|
|
105.250
|
%
|
2025 Notes
|
|
Feb 2025
|
|
Prior to Aug 1, 2019
|
|
On or after Aug 1, 2019
|
|
N/A
|
|
N/A
|
|
2026 Notes
|
|
Jan 2026
|
|
Prior to May 1, 2020
|
|
On or after May 1, 2020
|
|
N/A
|
|
N/A
|
(1)
|
If we redeem prior to the applicable date, the redemption price is principal plus a make-whole premium as described in the applicable indenture.
|
(2)
|
If we redeem on or after the applicable date, the redemption price is principal plus a premium which declines over time as specified in the applicable indenture.
|
(3)
|
If we redeem prior to the applicable date with net cash proceeds of one or more equity offerings, the redemption price is equal to the amount specified above, together with accrued and unpaid interest, subject to a maximum redemption of
35%
of the aggregate original principal amount of the respective series of notes being redeemed. The 2025 Notes and 2026 Notes can not be redeemed with cash proceeds from an equity offering because the principal amount outstanding as of August 31, 2017 of such notes is less than
65%
of the original principal amount issued.
|
(4)
|
In the first quarter of 2018, we issued a notice to redeem our 2023 Notes. See "Debt Repurchases and Conversions" below.
|
|
|
Holder Put
Date (1) |
|
Maturity Date
|
|
Conversion Price Per Share
|
|
Conversion Price Per Share Threshold
(2)
|
|
Underlying Shares of Common Stock
|
|
Conversion Value in Excess of Principal
(3)
|
|
Principal
Settlement
Option
(4)
|
|||||||
2032C Notes
|
|
May 2019
|
|
May 2032
|
|
$
|
9.63
|
|
|
$
|
12.52
|
|
|
23
|
|
|
$
|
519
|
|
|
Cash and/or shares
|
2032D Notes
|
|
May 2021
|
|
May 2032
|
|
9.98
|
|
|
12.97
|
|
|
18
|
|
|
390
|
|
|
Cash and/or shares
|
|||
2033E Notes
(5)
|
|
Feb 2018
|
|
Feb 2033
|
|
10.93
|
|
|
14.21
|
|
|
16
|
|
|
332
|
|
|
Cash
|
|||
2033F Notes
(5)
|
|
Feb 2020
|
|
Feb 2033
|
|
10.93
|
|
|
14.21
|
|
|
27
|
|
|
572
|
|
|
Cash
|
|||
2043G Notes
|
|
Nov 2028
|
|
Nov 2043
|
|
29.16
|
|
|
37.91
|
|
|
35
|
|
|
99
|
|
|
Cash and/or shares
|
|||
|
|
|
|
|
|
|
|
|
|
119
|
|
|
$
|
1,912
|
|
|
|
(1)
|
Debt discount and debt issuance costs are amortized through the earliest holder put date.
|
(2)
|
Represents
130%
of the conversion price per share. If the trading price of our common stock price exceeds such threshold for a specified period, holders may convert such notes. See "Conversion Rights" below.
|
(3)
|
Based on the trading price of our common stock of
$31.97
as of
August 31, 2017
.
|
(4)
|
It is our current intent to settle in cash the principal amount of our convertible notes upon conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of our convertible notes are considered in diluted earnings per share under the treasury stock method. For each of our convertible notes, we may elect to settle any amounts in excess of the principal in cash, shares of our common stock, or a combination thereof.
|
(5)
|
Holders of the 2033E Notes and 2033F Notes may also put their notes to us on February 15, 2023.
|
|
|
Conditional Redemption Period
at Our Option
(1)
|
|
Unconditional Redemption Period
at Our Option
|
|
Redemption Period Requiring
Make-Whole
|
2032C Notes
|
|
On or after May 1, 2016
|
|
On or after May 4, 2019
|
|
Prior to May 4, 2019
(2)
|
2032D Notes
|
|
On or after May 1, 2017
|
|
On or after May 4, 2021
|
|
Prior to May 4, 2021
(2)
|
2033E Notes
|
|
N/A
|
|
On or after Feb 20, 2018
|
|
N/A
|
2033F Notes
|
|
N/A
|
|
On or after Feb 20, 2020
|
|
N/A
|
2043G Notes
|
|
Prior to Nov 20, 2018
|
|
On or after Nov 20, 2018
|
|
Prior to Nov 20, 2018
(3)
|
(1)
|
We may redeem for cash on or after the applicable dates if the volume weighted average price of our common stock has been at least
130%
of the conversion price for at least
20
trading days during any
30
consecutive trading day period.
|
(2)
|
If we redeem prior to the applicable date, we will pay a make-whole premium in cash equal to the present value of the remaining scheduled interest payments from the redemption date to May 4, 2019 for the 2032C Notes and to May 4, 2021 for the 2032D Notes.
|
(3)
|
If we redeem prior to the applicable date, we will be required to pay a make-whole premium only if, as a result of our redemption notice, holders convert their notes. The make-whole premium will be based on the price of our common stock and the conversion date, as set forth in the indenture, and is payable at our election in cash and/or shares.
|
|
|
Notes Payable
|
|
Capital Lease Obligations
|
||||
2018
|
|
$
|
641
|
|
|
$
|
402
|
|
2019
|
|
1,166
|
|
|
334
|
|
||
2020
|
|
1,727
|
|
|
229
|
|
||
2021
|
|
1,269
|
|
|
97
|
|
||
2022
|
|
1,204
|
|
|
62
|
|
||
2023 and thereafter
|
|
4,365
|
|
|
227
|
|
||
Unamortized discounts and interest, respectively
|
|
(428
|
)
|
|
(161
|
)
|
||
|
|
$
|
9,944
|
|
|
$
|
1,190
|
|
2018
|
|
$
|
29
|
|
2019
|
|
28
|
|
|
2020
|
|
23
|
|
|
2021
|
|
19
|
|
|
2022
|
|
17
|
|
|
2023 and thereafter
|
|
38
|
|
|
|
|
$
|
154
|
|
Capped Calls
|
|
|
|
|
|
Strike Price
|
|
Weighted-Average Cap Price
|
|
Underlying Common Shares
|
|
Value at Expiration
|
|||||||||||
|
Expiration Dates
|
|
|
|
|
Minimum
|
|
Maximum
|
|||||||||||||||
2032C
|
|
Nov 2016
|
–
|
Nov 2017
|
|
$
|
9.80
|
|
|
$
|
15.69
|
|
|
25
|
|
|
$
|
—
|
|
|
$
|
147
|
|
2032D
|
|
Nov 2016
|
–
|
May 2018
|
|
10.16
|
|
|
15.91
|
|
|
32
|
|
|
—
|
|
|
184
|
|
||||
2033E
|
|
Jan 2018
|
–
|
Feb 2018
|
|
10.93
|
|
|
14.51
|
|
|
27
|
|
|
—
|
|
|
98
|
|
||||
2033F
|
|
Jan 2020
|
–
|
Feb 2020
|
|
10.93
|
|
|
14.51
|
|
|
27
|
|
|
—
|
|
|
98
|
|
||||
|
|
|
|
|
|
|
|
|
|
111
|
|
|
$
|
—
|
|
|
$
|
527
|
|
|
|
Cumulative Foreign Currency Translation Adjustments
|
|
Gains (Losses) on Derivative Instruments, Net
|
|
Pension Liability Adjustments
|
|
Total
|
||||||||
As of September 1, 2016
|
|
$
|
(49
|
)
|
|
$
|
2
|
|
|
$
|
12
|
|
|
$
|
(35
|
)
|
Other comprehensive income
|
|
27
|
|
|
15
|
|
|
4
|
|
|
46
|
|
||||
Amount reclassified out of accumulated other comprehensive income
|
|
21
|
|
|
1
|
|
|
(1
|
)
|
|
21
|
|
||||
Tax effects
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||
Other comprehensive income
|
|
48
|
|
|
15
|
|
|
1
|
|
|
64
|
|
||||
As of August 31, 2017
|
|
$
|
(1
|
)
|
|
$
|
17
|
|
|
$
|
13
|
|
|
$
|
29
|
|
As of
|
|
2017
|
|
2016
|
||||||||||
|
|
Noncontrolling Interest Balance
|
|
Noncontrolling Interest Percentage
|
|
Noncontrolling Interest Balance
|
|
Noncontrolling Interest Percentage
|
||||||
IMFT
|
|
$
|
832
|
|
|
49
|
%
|
|
$
|
832
|
|
|
49
|
%
|
Other
|
|
17
|
|
|
Various
|
|
|
16
|
|
|
Various
|
|
||
|
|
$
|
849
|
|
|
|
|
$
|
848
|
|
|
|
As of
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
87
|
|
|
$
|
98
|
|
Receivables
|
|
81
|
|
|
89
|
|
||
Inventories
|
|
128
|
|
|
68
|
|
||
Other current assets
|
|
7
|
|
|
6
|
|
||
Total current assets
|
|
303
|
|
|
261
|
|
||
Property, plant, and equipment, net
|
|
1,852
|
|
|
1,792
|
|
||
Other noncurrent assets
|
|
49
|
|
|
50
|
|
||
Total assets
|
|
$
|
2,204
|
|
|
$
|
2,103
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
299
|
|
|
$
|
175
|
|
Deferred income
|
|
6
|
|
|
7
|
|
||
Current debt
|
|
19
|
|
|
16
|
|
||
Total current liabilities
|
|
324
|
|
|
198
|
|
||
Long-term debt
|
|
75
|
|
|
66
|
|
||
Other noncurrent liabilities
|
|
88
|
|
|
94
|
|
||
Total liabilities
|
|
$
|
487
|
|
|
$
|
358
|
|
For the year ended
|
|
2016
|
|
2015
|
||||
IMFT distributions to Micron
|
|
$
|
36
|
|
|
$
|
6
|
|
IMFT distributions to Intel
|
|
34
|
|
|
6
|
|
||
Micron contributions to IMFT
|
|
38
|
|
|
148
|
|
||
Intel contributions to IMFT
|
|
37
|
|
|
142
|
|
As of
|
|
2017
|
|
2016
|
||||||||||||
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
Notes and MMJ Creditor Payments
|
$
|
8,793
|
|
|
$
|
8,423
|
|
|
$
|
7,257
|
|
|
$
|
7,050
|
|
|
Convertible notes
|
|
3,901
|
|
|
1,521
|
|
|
2,408
|
|
|
1,454
|
|
|
|
Notional Amount
(1)
|
|
Fair Value of
|
||||||||||||
Current Assets
(2)
|
|
Current Liabilities
(3)
|
|
Noncurrent Assets
(4)
|
||||||||||||
As of August 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Currency forward contracts
|
|
|
|
|
|
|
|
|
||||||||
New Taiwan dollar
|
|
$
|
2,921
|
|
|
$
|
22
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Yen
|
|
1,209
|
|
|
5
|
|
|
—
|
|
|
1
|
|
||||
Euro
|
|
368
|
|
|
5
|
|
|
(2
|
)
|
|
—
|
|
||||
Singapore dollar
|
|
324
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
25
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||
|
|
$
|
4,847
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Convertible notes settlement obligation
|
|
2
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
||||
|
|
|
|
$
|
34
|
|
|
$
|
(52
|
)
|
|
$
|
1
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
As of September 1, 2016
|
|
|
|
|
|
|
|
|
||||||||
Currency forward contracts
|
|
|
|
|
|
|
|
|
||||||||
Yen
|
|
$
|
1,668
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
Euro
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Singapore dollar
|
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
85
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
|
$
|
2,052
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
(1)
|
Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares.
|
(2)
|
Included in receivables – other.
|
(3)
|
Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations.
|
(4)
|
Included in other noncurrent assets.
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign exchange contracts
|
|
$
|
(45
|
)
|
|
$
|
185
|
|
|
$
|
(64
|
)
|
Convertible notes settlement obligations
|
|
(2
|
)
|
|
—
|
|
|
7
|
|
|
|
Notional Amount (in U.S. Dollars)
|
|
Fair Value
|
||||||||
|
|
Current Assets
(1)
|
|
Current Liabilities
(2)
|
||||||||
As of August 31, 2017
|
|
|
|
|
|
|
||||||
Yen
|
|
$
|
258
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Euro
|
|
198
|
|
|
13
|
|
|
—
|
|
|||
|
|
$
|
456
|
|
|
$
|
17
|
|
|
$
|
—
|
|
As of September 1, 2016
|
|
|
|
|
|
|
|
|
||||
Yen
|
|
$
|
107
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Euro
|
|
65
|
|
|
—
|
|
|
(1
|
)
|
|||
|
|
$
|
172
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
(1)
|
Included in receivables – other.
|
(2)
|
Included in accounts payable and accrued expenses – other.
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contractual Life
(In Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of September 1, 2016
|
|
42
|
|
|
$
|
16.37
|
|
|
|
|
|
||
Granted
|
|
8
|
|
|
19.61
|
|
|
|
|
|
|||
Exercised
|
|
(14
|
)
|
|
10.17
|
|
|
|
|
|
|||
Canceled or expired
|
|
(3
|
)
|
|
22.55
|
|
|
|
|
|
|||
Outstanding as of August 31, 2017
|
|
33
|
|
|
19.32
|
|
|
4.4
|
|
$
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of August 31, 2017
|
|
17
|
|
|
$
|
17.44
|
|
|
2.7
|
|
$
|
255
|
|
Unvested as of August 31, 2017
|
|
16
|
|
|
21.25
|
|
|
6.2
|
|
183
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options granted
|
|
8
|
|
|
8
|
|
|
8
|
|
|||
Weighted-average grant-date fair value per share
|
|
$
|
8.68
|
|
|
$
|
6.94
|
|
|
$
|
14.79
|
|
Average expected life in years
|
|
5.5
|
|
|
5.5
|
|
|
5.6
|
|
|||
Weighted-average expected volatility
|
|
46
|
%
|
|
47
|
%
|
|
45
|
%
|
|||
Weighted-average risk-free interest rate
|
|
1.8
|
%
|
|
1.7
|
%
|
|
1.7
|
%
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
Outstanding as of September 1, 2016
|
|
18
|
|
|
$
|
20.24
|
|
Granted
|
|
8
|
|
|
18.77
|
|
|
Restrictions lapsed
|
|
(6
|
)
|
|
19.53
|
|
|
Canceled
|
|
(1
|
)
|
|
20.59
|
|
|
Outstanding as of August 31, 2017
|
|
19
|
|
|
19.78
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted stock award shares granted
|
|
8
|
|
|
10
|
|
|
7
|
|
|||
Weighted-average grant-date fair value per share
|
|
$
|
18.77
|
|
|
$
|
15.40
|
|
|
$
|
32.60
|
|
Aggregate vesting-date fair value of shares vested
|
|
$
|
115
|
|
|
$
|
71
|
|
|
$
|
155
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock-based compensation expense by caption
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
$
|
88
|
|
|
$
|
76
|
|
|
$
|
64
|
|
Selling, general, and administrative
|
|
75
|
|
|
66
|
|
|
61
|
|
|||
Research and development
|
|
52
|
|
|
49
|
|
|
42
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
|
$
|
215
|
|
|
$
|
191
|
|
|
$
|
168
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by type of award
|
|
|
|
|
|
|
||||||
Stock options
|
|
$
|
71
|
|
|
$
|
79
|
|
|
$
|
81
|
|
Restricted stock awards
|
|
144
|
|
|
112
|
|
|
87
|
|
|||
|
|
$
|
215
|
|
|
$
|
191
|
|
|
$
|
168
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
(Gain) loss on disposition of property, plant, and equipment
|
|
$
|
(22
|
)
|
|
$
|
(4
|
)
|
|
$
|
(17
|
)
|
Other
|
|
5
|
|
|
(2
|
)
|
|
(28
|
)
|
|||
|
|
$
|
(17
|
)
|
|
$
|
(6
|
)
|
|
$
|
(45
|
)
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Loss on debt repurchases and conversions
|
|
$
|
(100
|
)
|
|
$
|
(4
|
)
|
|
$
|
(49
|
)
|
Loss from changes in currency exchange rates
|
|
(74
|
)
|
|
(24
|
)
|
|
(27
|
)
|
|||
Gain on remeasurement of previously-held equity interest in Inotera
|
|
71
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(9
|
)
|
|
(26
|
)
|
|
23
|
|
|||
|
|
$
|
(112
|
)
|
|
$
|
(54
|
)
|
|
$
|
(53
|
)
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees
|
|
|
|
|
|
|
||||||
Foreign
|
|
$
|
5,252
|
|
|
$
|
(353
|
)
|
|
$
|
2,431
|
|
U.S.
|
|
(56
|
)
|
|
72
|
|
|
178
|
|
|||
|
|
$
|
5,196
|
|
|
$
|
(281
|
)
|
|
$
|
2,609
|
|
|
|
|
|
|
|
|
||||||
Income tax (provision) benefit
|
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
|
||||||
Foreign
|
|
$
|
(152
|
)
|
|
$
|
(27
|
)
|
|
$
|
(93
|
)
|
State
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
U.S. federal
|
|
—
|
|
|
—
|
|
|
6
|
|
|||
|
|
(153
|
)
|
|
(28
|
)
|
|
(88
|
)
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Foreign
|
|
39
|
|
|
(32
|
)
|
|
(85
|
)
|
|||
State
|
|
—
|
|
|
2
|
|
|
1
|
|
|||
U.S. federal
|
|
—
|
|
|
39
|
|
|
15
|
|
|||
Income tax (provision) benefit
|
|
$
|
(114
|
)
|
|
$
|
(19
|
)
|
|
$
|
(157
|
)
|
As of
|
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
|
||||
Net operating loss and tax credit carryforwards
|
|
$
|
3,426
|
|
|
$
|
3,014
|
|
Accrued salaries, wages, and benefits
|
|
211
|
|
|
142
|
|
||
Other accrued liabilities
|
|
59
|
|
|
76
|
|
||
Other
|
|
86
|
|
|
65
|
|
||
Gross deferred tax assets
|
|
3,782
|
|
|
3,297
|
|
||
Less valuation allowance
|
|
(2,321
|
)
|
|
(2,107
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
1,461
|
|
|
1,190
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
||||
Debt discount
|
|
(145
|
)
|
|
(170
|
)
|
||
Property, plant, and equipment
|
|
(300
|
)
|
|
(135
|
)
|
||
Unremitted earnings on certain subsidiaries
|
|
(123
|
)
|
|
(121
|
)
|
||
Product and process technology
|
|
(85
|
)
|
|
(81
|
)
|
||
Other
|
|
(59
|
)
|
|
(28
|
)
|
||
Deferred tax liabilities
|
|
(712
|
)
|
|
(535
|
)
|
||
|
|
|
|
|
||||
Net deferred tax assets
|
|
$
|
749
|
|
|
$
|
655
|
|
|
|
|
|
|
||||
Reported as
|
|
|
|
|
||||
Deferred tax assets
|
|
$
|
766
|
|
|
$
|
657
|
|
Deferred tax liabilities (included in other noncurrent liabilities)
|
|
(17
|
)
|
|
(2
|
)
|
||
Net deferred tax assets
|
|
$
|
749
|
|
|
$
|
655
|
|
Year of Expiration
|
|
U.S. Federal
|
|
State
|
|
Japan
|
|
Taiwan
|
|
Other Foreign
|
|
Total
|
||||||||||||
2018 - 2022
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
3,485
|
|
|
$
|
473
|
|
|
$
|
680
|
|
|
$
|
4,665
|
|
2023 - 2027
|
|
—
|
|
|
330
|
|
|
587
|
|
|
685
|
|
|
6
|
|
|
1,608
|
|
||||||
2028 - 2032
|
|
3,027
|
|
|
1,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,304
|
|
||||||
2033 - 2037
|
|
852
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,172
|
|
||||||
Indefinite
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
45
|
|
|
387
|
|
||||||
|
|
$
|
3,879
|
|
|
$
|
1,954
|
|
|
$
|
4,072
|
|
|
$
|
1,500
|
|
|
$
|
731
|
|
|
$
|
12,136
|
|
Year of Tax Credit Expiration
|
|
U.S. Federal
|
|
State
|
|
Total
|
||||||
2018 - 2022
|
|
$
|
48
|
|
|
$
|
62
|
|
|
$
|
110
|
|
2023 - 2027
|
|
99
|
|
|
37
|
|
|
136
|
|
|||
2028 - 2032
|
|
64
|
|
|
76
|
|
|
140
|
|
|||
2033 - 2037
|
|
205
|
|
|
1
|
|
|
206
|
|
|||
Indefinite
|
|
—
|
|
|
57
|
|
|
57
|
|
|||
|
|
$
|
416
|
|
|
$
|
233
|
|
|
$
|
649
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning unrecognized tax benefits
|
|
$
|
304
|
|
|
$
|
351
|
|
|
$
|
228
|
|
Increases due to the Inotera Acquisition
|
|
54
|
|
|
—
|
|
|
—
|
|
|||
Increases related to tax positions taken in current year
|
|
15
|
|
|
5
|
|
|
119
|
|
|||
Foreign currency translation increases (decreases) to tax positions
|
|
2
|
|
|
—
|
|
|
(6
|
)
|
|||
Settlements with tax authorities
|
|
(47
|
)
|
|
(47
|
)
|
|
(1
|
)
|
|||
Expiration of statute of limitations
|
|
(1
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Increases related to tax positions from prior years
|
|
—
|
|
|
—
|
|
|
17
|
|
|||
Ending unrecognized tax benefits
|
|
$
|
327
|
|
|
$
|
304
|
|
|
$
|
351
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss) attributable to Micron – Basic
|
|
$
|
5,089
|
|
|
$
|
(276
|
)
|
|
$
|
2,899
|
|
Dilutive effect related to equity method investment
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Net income (loss) attributable to Micron – Diluted
|
|
$
|
5,089
|
|
|
$
|
(276
|
)
|
|
$
|
2,896
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding – Basic
|
|
1,089
|
|
|
1,036
|
|
|
1,070
|
|
|||
Dilutive effect of equity plans and convertible notes
|
|
65
|
|
|
—
|
|
|
100
|
|
|||
Weighted-average common shares outstanding – Diluted
|
|
1,154
|
|
|
1,036
|
|
|
1,170
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.67
|
|
|
$
|
(0.27
|
)
|
|
$
|
2.71
|
|
Diluted
|
|
4.41
|
|
|
(0.27
|
)
|
|
2.47
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
|||
Equity plans
|
|
21
|
|
|
60
|
|
|
18
|
|
Convertible notes
|
|
26
|
|
|
119
|
|
|
18
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
CNBU
|
|
$
|
8,624
|
|
|
$
|
4,529
|
|
|
$
|
6,725
|
|
SBU
|
|
4,514
|
|
|
3,262
|
|
|
3,687
|
|
|||
MBU
|
|
4,424
|
|
|
2,569
|
|
|
3,692
|
|
|||
EBU
|
|
2,695
|
|
|
1,939
|
|
|
1,999
|
|
|||
All Other
|
|
65
|
|
|
100
|
|
|
89
|
|
|||
|
|
$
|
20,322
|
|
|
$
|
12,399
|
|
|
$
|
16,192
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
|
||||||
CNBU
|
|
$
|
3,755
|
|
|
$
|
(25
|
)
|
|
$
|
1,549
|
|
SBU
|
|
552
|
|
|
(123
|
)
|
|
(39
|
)
|
|||
MBU
|
|
927
|
|
|
97
|
|
|
1,166
|
|
|||
EBU
|
|
975
|
|
|
473
|
|
|
459
|
|
|||
All Other
|
|
23
|
|
|
28
|
|
|
44
|
|
|||
|
|
$
|
6,232
|
|
|
$
|
450
|
|
|
$
|
3,179
|
|
|
|
|
|
|
|
|
||||||
Unallocated
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
$
|
(215
|
)
|
|
$
|
(191
|
)
|
|
$
|
(167
|
)
|
Restructure and asset impairments
|
|
(18
|
)
|
|
(67
|
)
|
|
(3
|
)
|
|||
Flow-through of Inotera inventory step up
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(24
|
)
|
|
(24
|
)
|
|
(11
|
)
|
|||
|
|
$
|
(364
|
)
|
|
$
|
(282
|
)
|
|
$
|
(181
|
)
|
|
|
|
|
|
|
|
||||||
Operating income
|
|
$
|
5,868
|
|
|
$
|
168
|
|
|
$
|
2,998
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
CNBU
|
|
$
|
1,344
|
|
|
$
|
1,141
|
|
|
$
|
1,053
|
|
SBU
|
|
1,083
|
|
|
844
|
|
|
761
|
|
|||
MBU
|
|
926
|
|
|
580
|
|
|
512
|
|
|||
EBU
|
|
484
|
|
|
379
|
|
|
321
|
|
|||
All Other
|
|
13
|
|
|
20
|
|
|
9
|
|
|||
Unallocated
|
|
11
|
|
|
16
|
|
|
11
|
|
|||
|
|
$
|
3,861
|
|
|
$
|
2,980
|
|
|
$
|
2,667
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
DRAM
|
|
$
|
12,963
|
|
|
$
|
7,207
|
|
|
$
|
10,339
|
|
Trade NAND
|
|
6,228
|
|
|
4,138
|
|
|
4,811
|
|
|||
Non-Trade
|
|
553
|
|
|
501
|
|
|
463
|
|
|||
Other
|
|
578
|
|
|
553
|
|
|
579
|
|
|||
|
|
$
|
20,322
|
|
|
$
|
12,399
|
|
|
$
|
16,192
|
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
|||
Compute and graphics
|
|
20
|
%
|
|
20
|
%
|
|
25
|
%
|
Mobile
|
|
20
|
%
|
|
20
|
%
|
|
25
|
%
|
SSDs and other storage
|
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
Automotive, industrial, medical, and other embedded
|
|
15
|
%
|
|
15
|
%
|
|
10
|
%
|
Server
|
|
15
|
%
|
|
10
|
%
|
|
15
|
%
|
For the year ended
|
|
2017
|
|
2016
|
|
2015
|
||||||
China
|
|
$
|
10,388
|
|
|
$
|
5,301
|
|
|
$
|
6,658
|
|
United States
|
|
2,763
|
|
|
1,925
|
|
|
2,565
|
|
|||
Taiwan
|
|
2,544
|
|
|
1,521
|
|
|
2,241
|
|
|||
Asia Pacific (excluding China and Japan)
|
|
1,808
|
|
|
1,610
|
|
|
2,037
|
|
|||
Europe
|
|
1,360
|
|
|
937
|
|
|
1,248
|
|
|||
Japan
|
|
1,025
|
|
|
831
|
|
|
1,026
|
|
|||
Other
|
|
434
|
|
|
274
|
|
|
417
|
|
|||
|
|
$
|
20,322
|
|
|
$
|
12,399
|
|
|
$
|
16,192
|
|
As of
|
|
2017
|
|
2016
|
||||
Taiwan
|
|
$
|
6,519
|
|
|
$
|
2,081
|
|
Singapore
|
|
5,261
|
|
|
5,442
|
|
||
United States
|
|
4,253
|
|
|
3,890
|
|
||
Japan
|
|
2,827
|
|
|
2,685
|
|
||
China
|
|
453
|
|
|
491
|
|
||
Other
|
|
118
|
|
|
97
|
|
||
|
|
$
|
19,431
|
|
|
$
|
14,686
|
|
2017
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Net sales
|
|
$
|
6,138
|
|
|
$
|
5,566
|
|
|
$
|
4,648
|
|
|
$
|
3,970
|
|
Gross margin
|
|
3,112
|
|
|
2,609
|
|
|
1,704
|
|
|
1,011
|
|
||||
Operating income
|
|
2,502
|
|
|
1,963
|
|
|
1,044
|
|
|
359
|
|
||||
Net income
|
|
2,369
|
|
|
1,647
|
|
|
894
|
|
|
180
|
|
||||
Net income attributable to Micron
|
|
2,368
|
|
|
1,647
|
|
|
894
|
|
|
180
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
2.13
|
|
|
$
|
1.49
|
|
|
$
|
0.81
|
|
|
$
|
0.17
|
|
Diluted
|
|
1.99
|
|
|
1.40
|
|
|
0.77
|
|
|
0.16
|
|
2016
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Net sales
|
|
$
|
3,217
|
|
|
$
|
2,898
|
|
|
$
|
2,934
|
|
|
$
|
3,350
|
|
Gross margin
|
|
579
|
|
|
498
|
|
|
579
|
|
|
849
|
|
||||
Operating income (loss)
|
|
(32
|
)
|
|
(27
|
)
|
|
(5
|
)
|
|
232
|
|
||||
Net income (loss)
|
|
(170
|
)
|
|
(215
|
)
|
|
(96
|
)
|
|
206
|
|
||||
Net income (loss) attributable to Micron
|
|
(170
|
)
|
|
(215
|
)
|
|
(97
|
)
|
|
206
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
(0.16
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
0.20
|
|
Diluted
|
|
(0.16
|
)
|
|
(0.21
|
)
|
|
(0.09
|
)
|
|
0.19
|
|
1.
|
|
Financial Statements: See Index to Consolidated Financial Statements under Item 8.
|
2.
|
|
Financial Statement Schedules:
Schedule I – Condensed Financial Information of the Registrant
Schedule II – Valuation and Qualifying Accounts
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
|
3.
|
|
Exhibits.
|
For the year ended
|
|
August 31,
2017 |
|
September 1,
2016 |
|
September 3,
2015 |
||||||
Net sales
|
|
$
|
5,652
|
|
|
$
|
5,529
|
|
|
$
|
5,547
|
|
|
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
3,478
|
|
|
3,625
|
|
|
3,329
|
|
|||
Selling, general, and administrative
|
|
331
|
|
|
266
|
|
|
299
|
|
|||
Research and development
|
|
1,551
|
|
|
1,500
|
|
|
1,483
|
|
|||
Other operating (income) expense, net
|
|
—
|
|
|
26
|
|
|
(12
|
)
|
|||
Total costs and expenses
|
|
5,360
|
|
|
5,417
|
|
|
5,099
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
292
|
|
|
112
|
|
|
448
|
|
|||
|
|
|
|
|
|
|
||||||
Interest income (expense), net
|
|
(366
|
)
|
|
(348
|
)
|
|
(273
|
)
|
|||
Other non-operating income (expense), net
|
|
(69
|
)
|
|
182
|
|
|
(85
|
)
|
|||
|
|
(143
|
)
|
|
(54
|
)
|
|
90
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax (provision) benefit
|
|
22
|
|
|
10
|
|
|
38
|
|
|||
Equity in earnings (loss) of subsidiaries
|
|
5,210
|
|
|
(224
|
)
|
|
2,773
|
|
|||
Equity in net loss of equity method investees
|
|
—
|
|
|
(8
|
)
|
|
(2
|
)
|
|||
Net income (loss) attributable to Micron
|
|
5,089
|
|
|
(276
|
)
|
|
2,899
|
|
|||
Other comprehensive income (loss)
|
|
64
|
|
|
(48
|
)
|
|
(43
|
)
|
|||
Comprehensive income (loss) attributable to Micron
|
|
$
|
5,153
|
|
|
$
|
(324
|
)
|
|
$
|
2,856
|
|
As of
|
|
August 31,
2017 |
|
September 1,
2016 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
2,197
|
|
|
$
|
2,716
|
|
Short-term investments
|
|
319
|
|
|
258
|
|
||
Receivables
|
|
112
|
|
|
102
|
|
||
Notes and accounts receivable from subsidiaries
|
|
1,470
|
|
|
1,159
|
|
||
Finished goods
|
|
47
|
|
|
49
|
|
||
Work in process
|
|
215
|
|
|
244
|
|
||
Raw materials and supplies
|
|
89
|
|
|
91
|
|
||
Other current assets
|
|
42
|
|
|
54
|
|
||
Total current assets
|
|
4,491
|
|
|
4,673
|
|
||
Investment in subsidiaries
|
|
18,169
|
|
|
12,897
|
|
||
Long-term marketable investments
|
|
617
|
|
|
414
|
|
||
Noncurrent notes receivable from and prepaid expenses to subsidiaries
|
|
616
|
|
|
709
|
|
||
Property, plant, and equipment, net
|
|
2,330
|
|
|
2,026
|
|
||
Other noncurrent assets
|
|
335
|
|
|
412
|
|
||
Total assets
|
|
$
|
26,558
|
|
|
$
|
21,131
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
929
|
|
|
$
|
916
|
|
Short-term debt and accounts payable to subsidiaries
|
|
700
|
|
|
314
|
|
||
Current debt
|
|
530
|
|
|
75
|
|
||
Other current liabilities
|
|
9
|
|
|
16
|
|
||
Total current liabilities
|
|
2,168
|
|
|
1,321
|
|
||
Long-term debt
|
|
5,320
|
|
|
7,313
|
|
||
Other noncurrent liabilities
|
|
428
|
|
|
417
|
|
||
Total liabilities
|
|
7,916
|
|
|
9,051
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
21
|
|
|
—
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094 issued and 1,040 outstanding as of September 1, 2016)
|
|
112
|
|
|
109
|
|
||
Other equity
|
|
18,509
|
|
|
11,971
|
|
||
Total Micron shareholders' equity
|
|
18,621
|
|
|
12,080
|
|
||
Total liabilities and equity
|
|
$
|
26,558
|
|
|
$
|
21,131
|
|
For the year ended
|
|
August 31,
2017 |
|
September 1,
2016 |
|
September 3,
2015 |
||||||
Net cash provided by operating activities
|
|
$
|
1,073
|
|
|
$
|
836
|
|
|
$
|
995
|
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
|
(1,239
|
)
|
|
(859
|
)
|
|
(1,799
|
)
|
|||
Expenditures for property, plant, and equipment
|
|
(694
|
)
|
|
(651
|
)
|
|
(609
|
)
|
|||
Payments to settle hedging activities
|
|
(279
|
)
|
|
(155
|
)
|
|
(135
|
)
|
|||
Cash contributions to subsidiaries
|
|
(2
|
)
|
|
(111
|
)
|
|
(151
|
)
|
|||
Cash paid for acquisitions
|
|
—
|
|
|
(216
|
)
|
|
(57
|
)
|
|||
Proceeds from sales of available-for-sale securities
|
|
776
|
|
|
1,015
|
|
|
1,045
|
|
|||
Proceeds from settlement of hedging activities
|
|
195
|
|
|
337
|
|
|
78
|
|
|||
Proceeds from maturities of available-for-sale securities
|
|
194
|
|
|
582
|
|
|
536
|
|
|||
(Payments) proceeds on loans to subsidiaries, net
|
|
54
|
|
|
(550
|
)
|
|
65
|
|
|||
Cash distributions from subsidiaries
|
|
33
|
|
|
47
|
|
|
33
|
|
|||
Other
|
|
7
|
|
|
72
|
|
|
(7
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
(955
|
)
|
|
(489
|
)
|
|
(1,001
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Repayments of debt
|
|
(1,711
|
)
|
|
(332
|
)
|
|
(1,645
|
)
|
|||
Payments of licensing obligations
|
|
(83
|
)
|
|
(83
|
)
|
|
(82
|
)
|
|||
Cash paid to acquire treasury stock
|
|
(35
|
)
|
|
(148
|
)
|
|
(884
|
)
|
|||
Proceeds from issuance of stock to Nanya
|
|
986
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of stock under equity plans
|
|
142
|
|
|
48
|
|
|
74
|
|
|||
Proceeds from settlement of capped calls
|
|
125
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of debt
|
|
—
|
|
|
1,993
|
|
|
2,050
|
|
|||
Proceeds from equipment sale-leaseback transactions
|
|
—
|
|
|
216
|
|
|
—
|
|
|||
Other
|
|
(69
|
)
|
|
(46
|
)
|
|
(36
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(645
|
)
|
|
1,648
|
|
|
(523
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
|
8
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
(519
|
)
|
|
1,995
|
|
|
(529
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
2,716
|
|
|
721
|
|
|
1,250
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
2,197
|
|
|
$
|
2,716
|
|
|
$
|
721
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||
Instrument
|
|
Stated Rate
|
|
Effective Rate
|
|
Current
|
|
Long-Term
|
|
Total
|
|
Current
|
|
Long-Term
|
|
Total
|
||||||||||||||
Capital lease obligations
|
|
N/A
|
|
|
3.34
|
%
|
|
$
|
45
|
|
|
$
|
126
|
|
|
$
|
171
|
|
|
$
|
70
|
|
|
$
|
171
|
|
|
$
|
241
|
|
2022 Notes
|
|
5.88
|
%
|
|
6.14
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
590
|
|
||||||
2022 Term Loan B
|
|
3.80
|
%
|
|
4.22
|
%
|
|
5
|
|
|
725
|
|
|
730
|
|
|
5
|
|
|
730
|
|
|
735
|
|
||||||
2023 Notes
|
|
5.25
|
%
|
|
5.43
|
%
|
|
—
|
|
|
991
|
|
|
991
|
|
|
—
|
|
|
990
|
|
|
990
|
|
||||||
2023 Secured Notes
|
|
7.50
|
%
|
|
7.69
|
%
|
|
—
|
|
|
1,238
|
|
|
1,238
|
|
|
—
|
|
|
1,237
|
|
|
1,237
|
|
||||||
2024 Notes
|
|
5.25
|
%
|
|
5.38
|
%
|
|
—
|
|
|
546
|
|
|
546
|
|
|
—
|
|
|
546
|
|
|
546
|
|
||||||
2025 Notes
|
|
5.50
|
%
|
|
5.56
|
%
|
|
—
|
|
|
515
|
|
|
515
|
|
|
—
|
|
|
1,139
|
|
|
1,139
|
|
||||||
2026 Notes
|
|
5.63
|
%
|
|
5.73
|
%
|
|
—
|
|
|
128
|
|
|
128
|
|
|
—
|
|
|
446
|
|
|
446
|
|
||||||
2032C Notes
(1)
|
|
2.38
|
%
|
|
5.95
|
%
|
|
—
|
|
|
211
|
|
|
211
|
|
|
—
|
|
|
204
|
|
|
204
|
|
||||||
2032D Notes
(1)
|
|
3.13
|
%
|
|
6.33
|
%
|
|
—
|
|
|
159
|
|
|
159
|
|
|
—
|
|
|
154
|
|
|
154
|
|
||||||
2033E Notes
(1)(2)
|
|
1.63
|
%
|
|
4.50
|
%
|
|
202
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||||
2033F Notes
(1)
|
|
2.13
|
%
|
|
4.93
|
%
|
|
278
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
271
|
|
|
271
|
|
||||||
2043G Notes
(3)
|
|
3.00
|
%
|
|
6.76
|
%
|
|
—
|
|
|
671
|
|
|
671
|
|
|
—
|
|
|
657
|
|
|
657
|
|
||||||
Other notes
|
|
1.65
|
%
|
|
1.65
|
%
|
|
—
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||
|
|
|
|
|
|
$
|
530
|
|
|
$
|
5,320
|
|
|
$
|
5,850
|
|
|
$
|
75
|
|
|
$
|
7,313
|
|
|
$
|
7,388
|
|
(1)
|
Since the closing price of Micron's common stock exceeded
130%
of the conversion price per share for at least
20
trading days in the
30
trading-day period ended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price of Micron's common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by the holders through December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
|
(2)
|
The net carrying amount for 2017 included
$31 million
of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregate principal amount of
$16 million
. See "Convertible Senior Notes" below.
|
(3)
|
The 2043G Notes have an original principal amount of
$820 million
that accretes up to
$917 million
through the expected term in November 2028 and
$1.03 billion
at maturity in 2043.
|
|
|
Notes Payable
|
|
Capital Lease Obligations
|
||||
2018
|
|
$
|
211
|
|
|
$
|
51
|
|
2019
|
|
231
|
|
|
44
|
|
||
2020
|
|
305
|
|
|
56
|
|
||
2021
|
|
195
|
|
|
32
|
|
||
2022
|
|
713
|
|
|
—
|
|
||
2023 and thereafter
|
|
4,365
|
|
|
—
|
|
||
Unamortized discounts and interest, respectively
|
|
(341
|
)
|
|
(12
|
)
|
||
|
|
$
|
5,679
|
|
|
$
|
171
|
|
|
Balance at
Beginning of
Year
|
|
Business Acquisitions
|
|
Charged
(Credited) to
Income Tax
Provision
|
|
Currency
Translation
and Charges
to Other
Accounts
|
|
Balance at
End of
Year
|
||||||||||
Deferred Tax Asset Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended August 31, 2017
|
$
|
2,107
|
|
|
$
|
—
|
|
|
$
|
(64
|
)
|
|
$
|
278
|
|
|
$
|
2,321
|
|
Year ended September 1, 2016
|
2,051
|
|
|
10
|
|
|
(63
|
)
|
|
109
|
|
|
2,107
|
|
|||||
Year ended September 3, 2015
|
2,443
|
|
|
—
|
|
|
(260
|
)
|
|
(132
|
)
|
|
2,051
|
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
2.1*
|
|
8-K/A
|
|
2.1
|
10/31/12
|
|
2.2*
|
|
8-K
|
|
2.3
|
10/29/12
|
|
2.3*
|
|
8-K
|
|
2.4
|
8/6/13
|
|
2.4
|
|
8-K
|
|
2.5
|
8/6/13
|
|
2.5
|
|
10-Q
|
3/3/16
|
2.6
|
4/8/16
|
|
3.1
|
|
8-K
|
|
99.2
|
1/26/15
|
|
3.2
|
|
8-K
|
|
99.1
|
4/15/14
|
|
4.1
|
|
8-K
|
|
4.1
|
4/18/12
|
|
4.2
|
|
8-K
|
|
4.3
|
4/18/12
|
|
4.3
|
|
8-K
|
|
4.3
|
4/18/12
|
|
4.4
|
|
8-K
|
|
4.3
|
4/18/12
|
|
4.5
|
|
8-K
|
|
4.3
|
7/26/11
|
|
4.6
|
|
8-K
|
|
4.1
|
2/12/13
|
|
4.7
|
|
8-K
|
|
4.3
|
2/12/13
|
|
4.8
|
|
8-K
|
|
4.1
|
2/12/13
|
|
4.9
|
|
8-K
|
|
4.3
|
2/12/13
|
|
4.10
|
|
8-K
|
|
4.1
|
11/18/13
|
|
4.11
|
|
8-K
|
|
4.1
|
11/18/13
|
|
4.12
|
|
10-Q
|
2/27/14
|
4.3
|
4/7/14
|
|
4.13
|
|
8-K
|
|
4.1
|
2/12/14
|
|
4.14
|
|
8-K
|
|
4.1
|
2/12/14
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
4.15
|
|
8-K
|
|
4.1
|
7/29/14
|
|
4.16
|
|
8-K
|
|
4.1
|
7/29/14
|
|
4.17
|
|
8-K
|
|
4.1
|
4/30/15
|
|
4.18
|
|
8-K
|
|
4.2
|
4/30/15
|
|
4.19
|
|
8-K
|
|
4.1
|
4/30/15
|
|
4.20
|
|
8-K
|
|
4.2
|
4/30/15
|
|
4.21
|
|
8-K
|
|
4.1
|
2/3/15
|
|
4.22
|
|
8-K
|
|
4.1
|
2/3/15
|
|
4.23
|
|
8-K
|
|
4.1
|
4/26/16
|
|
4.24
|
|
8-K
|
|
4.1
|
4/26/16
|
|
4.25
|
|
8-K
|
|
4.1
|
7/20/16
|
|
10.1
|
|
DEF 14A
|
|
C
|
12/12/14
|
|
10.2
|
|
10-K
|
8/30/12
|
10.5
|
10/29/12
|
|
10.3
|
|
10-K
|
8/30/12
|
10.7
|
10/29/12
|
|
10.4
|
|
10-K
|
8/30/12
|
10.8
|
10/29/12
|
|
10.5
|
|
8-K
|
|
99.2
|
4/6/05
|
|
10.6
|
|
10-K
|
9/1/16
|
10.6
|
10/28/16
|
|
10.7
|
|
10-K
|
9/1/16
|
10.7
|
10/28/16
|
|
10.8
|
|
10-K
|
9/1/16
|
10.8
|
10/28/16
|
|
10.9
|
|
10-K
|
9/1/16
|
10.9
|
10/28/16
|
|
10.10
|
|
10-K
|
9/1/16
|
10.10
|
10/28/16
|
|
10.11
|
|
10-K
|
9/1/16
|
10.11
|
10/28/16
|
|
10.12
|
|
S-8
|
|
4.1
|
6/16/10
|
|
10.13
|
|
S-8
|
|
4.2
|
6/16/10
|
|
10.14*
|
|
10-Q
|
11/30/06
|
10.66
|
1/16/07
|
|
10.15
|
|
10-Q
|
2/27/14
|
10.3
|
4/7/14
|
|
10.16*
|
|
10-Q
|
12/1/05
|
10.155
|
1/10/06
|
|
10.17*
|
|
10-Q
|
12/1/05
|
10.163
|
1/10/06
|
|
10.18
|
|
8-K
|
|
99.2
|
11/1/07
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
10.19
|
|
10-Q
|
12/4/08
|
10.70
|
1/13/09
|
|
10.20*
|
|
10-Q
|
3/1/12
|
10.104
|
4/9/12
|
|
10.21*
|
|
10-Q
|
5/31/12
|
10.108
|
7/9/12
|
|
10.22*
|
|
10-Q
|
5/31/12
|
10.109
|
7/9/12
|
|
10.23*
|
|
10-Q
|
5/31/12
|
10.110
|
7/9/12
|
|
10.24*
|
|
10-Q
|
5/31/12
|
10.111
|
7/9/12
|
|
10.25*
|
|
10-Q
|
5/31/12
|
10.112
|
7/9/12
|
|
10.26*
|
|
10-Q
|
5/31/12
|
10.113
|
7/9/12
|
|
10.27
|
|
8-K
|
|
10.1
|
4/18/12
|
|
10.28*
|
|
10-Q
|
2/28/13
|
10.122
|
4/8/13
|
|
10.29*
|
|
10-Q
|
2/28/13
|
10.123
|
4/8/13
|
|
10.30*
|
|
10-Q
|
2/28/13
|
10.124
|
4/8/13
|
|
10.31
|
|
10-Q
|
2/28/13
|
10.125
|
4/8/13
|
|
10.32*
|
|
10-Q/A
|
2/28/13
|
10.126
|
8/7/13
|
|
10.33*
|
|
10-Q
|
2/28/13
|
10.127
|
4/8/13
|
|
10.34*
|
|
10-Q/A
|
2/28/13
|
10.128
|
8/7/13
|
|
10.35*
|
|
10-Q
|
2/28/13
|
10.129
|
4/8/13
|
|
10.36*
|
|
10-Q
|
2/28/13
|
10.130
|
4/8/13
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
10.37*
|
|
8-K/A
|
|
10.139
|
10/2/13
|
|
10.38*
|
|
8-K
|
|
10.140
|
8/6/13
|
|
10.39*
|
|
8-K/A
|
|
10.141
|
10/2/13
|
|
10.40
|
|
8-K
|
|
10.1
|
2/12/13
|
|
10.41
|
|
8-K
|
|
10.1
|
2/7/14
|
|
10.42
|
|
8-K
|
|
10.1
|
2/12/14
|
|
10.43
|
|
8-K
|
|
10.1
|
7/24/14
|
|
10.44
|
|
8-K
|
|
10.1
|
7/29/14
|
|
10.45
|
|
8-K
|
|
99.1
|
12/8/14
|
|
10.46
|
|
10-Q
|
3/5/15
|
10.88
|
4/10/15
|
|
10.47*
|
|
10-Q
|
3/5/15
|
10.90
|
4/10/15
|
|
10.48*
|
|
10-Q
|
3/5/15
|
10.91
|
4/10/15
|
|
10.49*
|
|
|
10-Q
|
3/2/17
|
10.49
|
3/28/17
|
10.50*
|
|
10-Q
|
3/2/17
|
10.50
|
3/28/17
|
|
10.51*
|
|
10-Q
|
3/2/17
|
10.51
|
3/28/17
|
|
10.52*
|
|
10-K
|
9/3/15
|
10.54
|
10/27/15
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
10.53
|
|
8-K
|
|
10.1
|
4/30/15
|
|
10.54*
|
|
10-Q/A
|
3/3/16
|
10.56
|
9/8/16
|
|
10.55*
|
|
10-Q/A
|
3/3/16
|
10.57
|
9/8/16
|
|
10.56
|
|
10-Q
|
3/3/16
|
10.58
|
4/8/16
|
|
10.57
|
|
10-Q
|
3/3/16
|
10.59
|
4/8/16
|
|
10.58*
|
|
10-Q
|
6/2/16
|
10.60
|
7/6/16
|
|
10.59*
|
|
10-Q
|
6/2/16
|
10.61
|
7/6/16
|
|
10.60
|
|
8-K
|
|
10.1
|
4/26/16
|
|
10.61
|
|
8-K
|
|
10.2
|
4/26/16
|
|
10.62
|
|
8-K
|
|
10.3
|
4/26/16
|
|
10.63
|
|
10-Q
|
12/1/16
|
10.63
|
1/9/17
|
|
10.64
|
|
10-Q
|
3/2/17
|
10.64
|
3/28/17
|
|
10.65
|
|
10-Q
|
12/16/16
|
10.65
|
1/9/17
|
|
10.66
|
|
10-Q
|
12/16/16
|
10.66
|
1/9/17
|
|
10.67
|
|
10-Q
|
6/1/17
|
10.67
|
6/30/17
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
10.68
|
|
10-Q
|
6/1/17
|
10.68
|
6/30/17
|
|
10.69
|
X
|
|
|
|
|
|
10.70
|
X
|
|
|
|
|
|
10.71
|
X
|
|
|
|
|
|
21.1
|
X
|
|
|
|
|
|
23.1
|
X
|
|
|
|
|
|
31.1
|
X
|
|
|
|
|
|
31.2
|
X
|
|
|
|
|
|
32.1
|
X
|
|
|
|
|
|
32.2
|
X
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
X
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
X
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|
|
|
|
|
Micron Technology, Inc.
|
|
|
By:
|
/s/ Ernest E. Maddock
|
|
|
Ernest E. Maddock
Senior Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Signature
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Title
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Date
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/s/ Sanjay Mehrotra
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President and
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October 26, 2017
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(Sanjay Mehrotra)
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Chief Executive Officer and
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Director
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(Principal Executive Officer)
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/s/ Ernest E. Maddock
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Senior Vice President and
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October 26, 2017
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(Ernest E. Maddock)
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Chief Financial Officer
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(Principal Financial and
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Accounting Officer)
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/s/ Robert L. Bailey
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Director
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October 26, 2017
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(Robert L. Bailey)
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/s/ Richard M. Beyer
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Director
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October 26, 2017
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(Richard M. Beyer)
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/s/ Patrick J. Byrne
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Director
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October 26, 2017
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(Patrick J. Byrne)
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/s/ Mercedes Johnson
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Director
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October 26, 2017
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(Mercedes Johnson)
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/s/ Lawrence N. Mondry
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Director
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October 26, 2017
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(Lawrence N. Mondry)
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/s/ Robert E. Switz
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Chairman of the Board
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October 26, 2017
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(Robert E. Switz)
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Director
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SECOND AMENDMENT TO THE SYNDICATED LOAN AGREEMENT
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(1)
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Micron Technology Taiwan, Inc.
(formerly known as Inotera Memories, Inc.), a company limited by shares organized and existing under the laws of the Republic of China ("
ROC
" or "
Taiwan
") , with its registered office at No.667, Fuxing 3
rd
Rd., Wenhua Vil., Guishan Dist., Taoyuan City 333, Taiwan ("
MTTW
"); and
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(2)
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Bank of Taiwan, Mega International Commercial Bank Co., Ltd., Taiwan Business Bank, Chang Hwa Commercial Bank, Ltd., Land Bank of Taiwan, Taiwan Cooperative Bank, Credit Agricole Corporate and Investment Bank, Taipei Branch, CTBC Bank Co., Ltd., Hua Nan Commercial Bank, Ltd. and Yuanta Commercial Bank, as the mandated lead arrangers (collectively, the "
Mandated Lead Arrangers
") of this Transaction (as defined below);
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(3)
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the banks and financial institutions listed in Schedule 1 to the Existing Agreement
(as defined below) (each a "
Lender
", together the "
Lenders
");
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(4)
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Bank of Taiwan
, the facility agent ("
Facility Agent
") of this Transaction;
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(5)
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Mega
International Commercial Bank Co., Ltd.
, the collateral agent ("
Collateral Agent
") of this Transaction;
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(6)
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Taiwan Business Bank
, the document management agent ("
Document Management Agent
", together with the Facility Agent and the Collateral Agent, the "
Agent Banks
", each an "
Agent Bank
") of this Transaction.
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1.
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Unless otherwise provided in this Second Amendment, the terms used in the Existing Agreement shall have the same meanings when used herein. Further, pursuant to Article 16 of the Existing Agreement, the proposed amendments specified in Articles 2 to 8 of this Second Amendment shall obtain the Majority Banks' written consent. The Facility Agent has obtained the Majority Banks' written consent and the Lenders have agreed to authorize the Facility Agent and the Collateral Agent to execute this Second Amendment on behalf of the Mandated Lead Arrangers, the Lenders, and the Document Management Agent in accordance with the Lenders' written consent.
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2.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that Section 10.1(4)(a) of the Existing Agreement shall be replaced with the following:
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"(a)
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Ensure MST will maintain the following financial ratios and requirement:
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(i)
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Leverage ratio (total liabilities/EBITDA): not higher than 5.50x in 2017 and 2018; and not higher than 4.50x through 2019 to 2021.
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(ii)
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Tangible net worth (i.e., net worth minus intangible asset): not less than NT$4 billion in 2017 and 2018; not less than NT$6.5 billion in 2019 and 2020; and not less than NT$12 billion from 2021.
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3.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that Section 10.1(4)(b) of the Existing Agreement shall be replaced with the following:
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"(b)
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To ensure that MTI will maintain the following financial ratios and requirement:
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(i)
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Leverage ratio (total liabilities/EBITDA): not higher than 4.50x in 2016; not higher than 3.50x in 2017; not higher than 3.00x in 2018 and 2019; and not higher than 2.50x in 2020 and 2021.
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(ii)
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Tangible net worth (i.e., net worth minus intangible asset): not less than US$9 billion in 2016 and 2017; not less than US$12.5 billion in 2018 and 2019; and not less than US$16.5 billion in 2020 and 2021.
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4.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "EBITDA" set forth in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:
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5.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Income Tax Expense" set forth in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:
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6.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Income Tax Expense" set forth in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:
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7.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Net Income" set forth in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:
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8.
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The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Net Income" in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:
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9.
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Except as otherwise amended in Articles 2 to 8 of this Second Amendment, other provisions of the Existing Agreement shall remain in full force and effect. This Second Amendment shall take effect when duly executed by the parties hereto and shall be deemed a part of the Existing Agreement provided that in the event of any discrepancy between the provisions of the Existing Agreement or the First Amendment and the provisions of this Second Amendment, the provisions of this Second Amendment shall prevail.
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10.
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This Second Amendment shall be governed by the laws of the ROC. Any matter not set forth in this Second Amendment shall be dealt with in accordance with the Existing Agreement or applicable laws and regulations.
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11.
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Each party hereto agrees that Taiwan Taipei District Court shall be the court of first instance to settle any disputes arising from this Second Amendment, unless there is special provision of exclusive jurisdiction under the laws.
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12.
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This Second Amendment shall be executed in thirty one (31) original copies, and each of the Co-Borrowers, the Lenders and the Agent Banks shall keep one (1) original copy as evidence.
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Co-Borrower
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Micron Technology Taiwan, Inc.
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Authorized Signatory:
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/s/ Yap Lin Kiat (personal chop and corporate chop)
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Co-Borrower
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Micron Semiconductor Taiwan Co., Ltd.
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Authorized Signatory:
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/s/ Stephen Ray Drake (personal chop and corporate chop)
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Facility Agent
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Bank of Taiwan
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Authorized Signatory:
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(corporate chop)
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Collateral Agent
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Mega International Commercial Bank Co., Ltd.
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Authorized Signatory:
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(corporate chop)
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MICRON TECHNOLOGY, INC.
a Delaware corporation
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OFFICER
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/s/ April Arnzen
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/s/ Sumit Sadana
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By: April Arnzen
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Name: Sumit Sadana
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Title: SVP, Human Resources
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Title: EVP and Cheif Business Officer
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June 22, 2017
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June 23, 2017
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Date
|
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Date
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/s/ D. Mark Durcan
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Employee
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/s/ April Arnzen
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Micron Technology, Inc.
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Name
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State (or Jurisdiction) in which Organized
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IM Flash Technologies, LLC
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Delaware
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Micron Asia Pacific B.V.
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Netherlands
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Micron Consumer Products Group, Ltd.
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Delaware
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Micron Europe Limited
(1)
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United Kingdom
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Micron International B.V.
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Netherlands
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Micron Memory B.V.
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Netherlands
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Micron Memory Finance B.V.
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Netherlands
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Micron Memory Japan, Inc.
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Japan
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Micron Memory Taiwan Co., Ltd.
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Taiwan
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Micron Semiconductor Asia, LLC
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Delaware
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Micron Semiconductor Asia Pte. Ltd.
(1)
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Singapore
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Micron Semiconductor B.V.
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Netherlands
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Micron Semiconductor Products, Inc.
(1)
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Idaho
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Micron Semiconductor Taiwan Co.
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Taiwan
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Micron Semiconductor (Xi’an) Co., Ltd.
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China
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Micron Technology B.V.
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Netherlands
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Micron Technology Finance B.V.
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Netherlands
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Micron Technology Taiwan, Inc.
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Taiwan
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Numonyx Holdings B.V.
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Netherlands
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(1)
Also does business as Micron Consumer Products Group
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1.
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I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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October 26, 2017
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/s/ Sanjay Mehrotra
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Sanjay Mehrotra
President and Chief Executive Officer and Director |
1.
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I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
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October 26, 2017
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/s/ Ernest E. Maddock
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|
|
Ernest E. Maddock
Senior Vice President and Chief Financial Officer
|
Date:
|
October 26, 2017
|
/s/ Sanjay Mehrotra
|
|
|
Sanjay Mehrotra
President and Chief Executive Officer and Director
|
Date:
|
October 26, 2017
|
/s/ Ernest E. Maddock
|
|
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Ernest E. Maddock
Senior Vice President and Chief Financial Officer
|