|
|
|
|
|
(Mark One)
|
|
x
|
QUARTERLY 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
|
Delaware
|
75-1618004
|
(State or other jurisdiction of
|
(IRS Employer Identification No.)
|
incorporation or organization)
|
|
|
|
8000 S. Federal Way, Boise, Idaho
|
83716-9632
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant's telephone number, including area code
|
(208) 368-4000
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
o
|
Emerging Growth Company
o
|
|
|
|
|
|
Term
|
|
Definition
|
|
Term
|
|
Definition
|
2021 MSAC Term Loan
|
|
Variable Rate MSAC Senior Secured Term Loan due 2021
|
|
Intel
|
|
Intel Corporation
|
2021 MSTW Term Loan
|
|
Variable Rate MSTW Senior Secured Term Loan due 2021
|
|
Japan Court
|
|
Tokyo District Court
|
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
|
|
MMJ
|
|
Micron Memory Japan, Inc.
|
2023 Secured Notes
|
|
7.50% Senior Secured Notes due 2023
|
|
MMJ Group
|
|
MMJ and its subsidiaries
|
2024 Notes
|
|
5.25% Senior Notes due 2024
|
|
MMT
|
|
Micron Memory Taiwan Co., Ltd.
|
2025 Notes
|
|
5.50% Senior Notes due 2025
|
|
MSTW
|
|
Micron Semiconductor Taiwan Co., Ltd.
|
2026 Notes
|
|
5.63% Senior Notes due 2026
|
|
MTTW
|
|
Micron Technology Taiwan, Inc.
|
2032C Notes
|
|
2.38% Convertible Senior Notes due 2032
|
|
Qimonda
|
|
Qimonda AG
|
2032D Notes
|
|
3.13% Convertible Senior Notes due 2032
|
|
R&D
|
|
Research and Development
|
2033E Notes
|
|
1.63% Convertible Senior Notes due 2033
|
|
SG&A
|
|
Selling, General, and Administrative
|
2033F Notes
|
|
2.13% Convertible Senior Notes due 2033
|
|
SSD
|
|
Solid-State Drive
|
2043G Notes
|
|
3.00% Convertible Senior Notes due 2043
|
|
TLC
|
|
Triple-Level Cell
|
IMFT
|
|
IM Flash Technologies, LLC
|
|
VIE
|
|
Variable Interest Entity
|
Inotera
|
|
Inotera Memories, Inc.
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Net sales
|
$
|
7,797
|
|
|
$
|
5,566
|
|
|
$
|
21,951
|
|
|
$
|
14,184
|
|
Cost of goods sold
|
3,074
|
|
|
2,957
|
|
|
9,211
|
|
|
8,860
|
|
||||
Gross margin
|
4,723
|
|
|
2,609
|
|
|
12,740
|
|
|
5,324
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general, and administrative
|
211
|
|
|
204
|
|
|
598
|
|
|
550
|
|
||||
Research and development
|
603
|
|
|
434
|
|
|
1,574
|
|
|
1,377
|
|
||||
Other operating (income) expense, net
|
(44
|
)
|
|
8
|
|
|
(49
|
)
|
|
31
|
|
||||
Operating income
|
3,953
|
|
|
1,963
|
|
|
10,617
|
|
|
3,366
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest income
|
36
|
|
|
10
|
|
|
86
|
|
|
25
|
|
||||
Interest expense
|
(80
|
)
|
|
(153
|
)
|
|
(292
|
)
|
|
(453
|
)
|
||||
Other non-operating income (expense), net
|
(193
|
)
|
|
(83
|
)
|
|
(450
|
)
|
|
(63
|
)
|
||||
|
3,716
|
|
|
1,737
|
|
|
9,961
|
|
|
2,875
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax (provision) benefit
|
109
|
|
|
(92
|
)
|
|
(148
|
)
|
|
(161
|
)
|
||||
Equity in net income (loss) of equity method investees
|
(2
|
)
|
|
2
|
|
|
(1
|
)
|
|
7
|
|
||||
Net income
|
3,823
|
|
|
1,647
|
|
|
9,812
|
|
|
2,721
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Net income attributable to Micron
|
$
|
3,823
|
|
|
$
|
1,647
|
|
|
$
|
9,810
|
|
|
$
|
2,721
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
3.30
|
|
|
$
|
1.49
|
|
|
$
|
8.53
|
|
|
$
|
2.52
|
|
Diluted
|
3.10
|
|
|
1.40
|
|
|
7.96
|
|
|
2.38
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Number of shares used in per share calculations
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,159
|
|
|
1,106
|
|
|
1,150
|
|
|
1,082
|
|
||||
Diluted
|
1,235
|
|
|
1,177
|
|
|
1,233
|
|
|
1,142
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Net income
|
$
|
3,823
|
|
|
$
|
1,647
|
|
|
$
|
9,812
|
|
|
$
|
2,721
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Gains (losses) on derivative instruments
|
(21
|
)
|
|
6
|
|
|
(6
|
)
|
|
(1
|
)
|
||||
Pension liability adjustments
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Unrealized gains (losses) on investments
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
||||
Foreign currency translation adjustments
|
1
|
|
|
11
|
|
|
1
|
|
|
48
|
|
||||
Other comprehensive income (loss)
|
(21
|
)
|
|
19
|
|
|
(7
|
)
|
|
47
|
|
||||
Total comprehensive income
|
3,802
|
|
|
1,666
|
|
|
9,805
|
|
|
2,768
|
|
||||
Comprehensive (income) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Comprehensive income attributable to Micron
|
$
|
3,802
|
|
|
$
|
1,666
|
|
|
$
|
9,803
|
|
|
$
|
2,768
|
|
As of
|
|
May 31,
2018 |
|
August 31,
2017 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
6,808
|
|
|
$
|
5,109
|
|
Short-term investments
|
|
263
|
|
|
319
|
|
||
Receivables
|
|
4,912
|
|
|
3,759
|
|
||
Inventories
|
|
3,369
|
|
|
3,123
|
|
||
Other current assets
|
|
147
|
|
|
147
|
|
||
Total current assets
|
|
15,499
|
|
|
12,457
|
|
||
Long-term marketable investments
|
|
487
|
|
|
617
|
|
||
Property, plant, and equipment, net
|
|
22,705
|
|
|
19,431
|
|
||
Intangible assets, net
|
|
334
|
|
|
387
|
|
||
Deferred tax assets
|
|
989
|
|
|
766
|
|
||
Goodwill
|
|
1,228
|
|
|
1,228
|
|
||
Other noncurrent assets
|
|
603
|
|
|
450
|
|
||
Total assets
|
|
$
|
41,845
|
|
|
$
|
35,336
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
3,998
|
|
|
$
|
3,664
|
|
Deferred income
|
|
431
|
|
|
408
|
|
||
Current debt
|
|
1,454
|
|
|
1,262
|
|
||
Total current liabilities
|
|
5,883
|
|
|
5,334
|
|
||
Long-term debt
|
|
5,890
|
|
|
9,872
|
|
||
Other noncurrent liabilities
|
|
549
|
|
|
639
|
|
||
Total liabilities
|
|
12,322
|
|
|
15,845
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
5
|
|
|
21
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,169 shares issued and 1,160 outstanding (1,116 shares issued and 1,112 outstanding as of August 31, 2017)
|
|
117
|
|
|
112
|
|
||
Additional capital
|
|
8,869
|
|
|
8,287
|
|
||
Retained earnings
|
|
20,070
|
|
|
10,260
|
|
||
Treasury stock, 9 shares (4 shares as of August 31, 2017)
|
|
(429
|
)
|
|
(67
|
)
|
||
Accumulated other comprehensive income
|
|
22
|
|
|
29
|
|
||
Total Micron shareholders' equity
|
|
28,649
|
|
|
18,621
|
|
||
Noncontrolling interests in subsidiaries
|
|
869
|
|
|
849
|
|
||
Total equity
|
|
29,518
|
|
|
19,470
|
|
||
Total liabilities and equity
|
|
$
|
41,845
|
|
|
$
|
35,336
|
|
Nine months ended
|
|
May 31,
2018 |
|
June 1,
2017 |
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
9,812
|
|
|
$
|
2,721
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation expense and amortization of intangible assets
|
|
3,474
|
|
|
2,795
|
|
||
Amortization of debt discount and other costs
|
|
78
|
|
|
93
|
|
||
Loss on debt prepayments, repurchases, and conversions
|
|
386
|
|
|
62
|
|
||
Stock-based compensation
|
|
151
|
|
|
158
|
|
||
Gain on remeasurement of previously-held equity interest in Inotera
|
|
—
|
|
|
(71
|
)
|
||
Change in operating assets and liabilities
|
|
|
|
|
|
|
||
Receivables
|
|
(1,177
|
)
|
|
(1,338
|
)
|
||
Inventories
|
|
(246
|
)
|
|
108
|
|
||
Accounts payable and accrued expenses
|
|
38
|
|
|
511
|
|
||
Payments attributed to intercompany balances with Inotera
|
|
—
|
|
|
(361
|
)
|
||
Deferred income taxes, net
|
|
(216
|
)
|
|
80
|
|
||
Other
|
|
(55
|
)
|
|
192
|
|
||
Net cash provided by operating activities
|
|
12,245
|
|
|
4,950
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Expenditures for property, plant, and equipment
|
|
(6,628
|
)
|
|
(3,469
|
)
|
||
Purchases of available-for-sale securities
|
|
(606
|
)
|
|
(943
|
)
|
||
Payments to settle hedging activities
|
|
(84
|
)
|
|
(267
|
)
|
||
Acquisition of Inotera
|
|
—
|
|
|
(2,634
|
)
|
||
Proceeds from sales of available-for-sale securities
|
|
569
|
|
|
742
|
|
||
Proceeds from maturities of available-for-sale securities
|
|
219
|
|
|
115
|
|
||
Proceeds from settlement of hedging activities
|
|
151
|
|
|
146
|
|
||
Other
|
|
292
|
|
|
51
|
|
||
Net cash provided by (used for) investing activities
|
|
(6,087
|
)
|
|
(6,259
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Repayments of debt
|
|
(6,767
|
)
|
|
(1,774
|
)
|
||
Payments on equipment purchase contracts
|
|
(170
|
)
|
|
(261
|
)
|
||
Proceeds from issuance of stock
|
|
1,636
|
|
|
108
|
|
||
Proceeds from issuance of debt
|
|
969
|
|
|
3,136
|
|
||
Other
|
|
(111
|
)
|
|
(2
|
)
|
||
Net cash provided by (used for) financing activities
|
|
(4,443
|
)
|
|
1,207
|
|
||
|
|
|
|
|
||||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
|
(4
|
)
|
|
(15
|
)
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
1,711
|
|
|
(117
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
5,216
|
|
|
4,263
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
6,927
|
|
|
$
|
4,146
|
|
|
Quarter ended
|
|
Nine months ended
|
||||
|
June 1,
2017 |
|
June 1,
2017 |
||||
Net sales
|
$
|
5,566
|
|
|
$
|
14,179
|
|
Net income
|
1,696
|
|
|
2,776
|
|
||
Net income attributable to Micron
|
1,696
|
|
|
2,776
|
|
||
Earnings per share
|
|
|
|
||||
Basic
|
1.53
|
|
|
2.52
|
|
||
Diluted
|
1.44
|
|
|
2.39
|
|
As of
|
|
May 31, 2018
|
|
August 31, 2017
|
||||||||||||||||||||||||||||
|
|
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
|
|
$
|
3,452
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,452
|
|
|
$
|
2,237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,237
|
|
Level 1
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
3,061
|
|
|
—
|
|
|
—
|
|
|
3,061
|
|
|
2,332
|
|
|
—
|
|
|
—
|
|
|
2,332
|
|
||||||||
Level 2
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate bonds
|
|
2
|
|
|
151
|
|
|
269
|
|
|
422
|
|
|
—
|
|
|
193
|
|
|
315
|
|
|
508
|
|
||||||||
Certificates of deposit
|
|
259
|
|
|
10
|
|
|
2
|
|
|
271
|
|
|
483
|
|
|
24
|
|
|
3
|
|
|
510
|
|
||||||||
Government securities
|
|
—
|
|
|
62
|
|
|
99
|
|
|
161
|
|
|
1
|
|
|
90
|
|
|
126
|
|
|
217
|
|
||||||||
Asset-backed securities
|
|
—
|
|
|
14
|
|
|
117
|
|
|
131
|
|
|
—
|
|
|
2
|
|
|
173
|
|
|
175
|
|
||||||||
Commercial paper
|
|
34
|
|
|
26
|
|
|
—
|
|
|
60
|
|
|
56
|
|
|
10
|
|
|
—
|
|
|
66
|
|
||||||||
|
|
6,808
|
|
|
$
|
263
|
|
|
$
|
487
|
|
|
$
|
7,558
|
|
|
5,109
|
|
|
$
|
319
|
|
|
$
|
617
|
|
|
$
|
6,045
|
|
||
Restricted cash
(4)
|
|
119
|
|
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
||||||||||||||
Cash, cash equivalents, and restricted cash
|
|
$
|
6,927
|
|
|
|
|
|
|
|
|
$
|
5,216
|
|
|
|
|
|
|
|
(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 analyses to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of
May 31, 2018
or August 31, 2017.
|
(4)
|
Restricted cash is included in other noncurrent assets and primarily represents balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan.
|
As of
|
|
May 31,
2018 |
|
August 31,
2017 |
||||
Trade receivables
|
|
$
|
4,513
|
|
|
$
|
3,490
|
|
Income and other taxes
|
|
142
|
|
|
100
|
|
||
Other
|
|
257
|
|
|
169
|
|
||
|
|
$
|
4,912
|
|
|
$
|
3,759
|
|
As of
|
|
May 31,
2018 |
|
August 31,
2017 |
||||
Finished goods
|
|
$
|
828
|
|
|
$
|
856
|
|
Work in process
|
|
2,168
|
|
|
1,968
|
|
||
Raw materials and supplies
|
|
373
|
|
|
299
|
|
||
|
|
$
|
3,369
|
|
|
$
|
3,123
|
|
As of
|
|
May 31,
2018 |
|
August 31,
2017 |
||||
Land
|
|
$
|
345
|
|
|
$
|
345
|
|
Buildings
|
|
8,560
|
|
|
7,958
|
|
||
Equipment
(1)
|
|
36,909
|
|
|
32,187
|
|
||
Construction in progress
(2)
|
|
826
|
|
|
499
|
|
||
Software
|
|
624
|
|
|
544
|
|
||
|
|
47,264
|
|
|
41,533
|
|
||
Accumulated depreciation
|
|
(24,559
|
)
|
|
(22,102
|
)
|
||
|
|
$
|
22,705
|
|
|
$
|
19,431
|
|
(1)
|
Included costs related to equipment not placed into service of
$1.41 billion
and
$994 million
, as of
May 31, 2018
and
August 31, 2017
, respectively.
|
(2)
|
Includes building-related construction and tool installation costs for assets not placed into service.
|
As of
|
|
May 31, 2018
|
|
August 31, 2017
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
Product and process technology
|
|
$
|
573
|
|
|
$
|
(347
|
)
|
|
$
|
756
|
|
|
$
|
(477
|
)
|
Non-amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
In-process R&D
|
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total intangible assets
|
|
$
|
681
|
|
|
$
|
(347
|
)
|
|
$
|
864
|
|
|
$
|
(477
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
1,228
|
|
|
|
|
$
|
1,228
|
|
|
|
As of
|
|
May 31,
2018 |
|
August 31,
2017 |
||||
Accounts payable
|
|
$
|
1,360
|
|
|
$
|
1,333
|
|
Property, plant, and equipment payables
|
|
1,143
|
|
|
1,018
|
|
||
Salaries, wages, and benefits
|
|
692
|
|
|
603
|
|
||
Income and other taxes
|
|
311
|
|
|
163
|
|
||
Customer advances
|
|
181
|
|
|
197
|
|
||
Other
|
|
311
|
|
|
350
|
|
||
|
|
$
|
3,998
|
|
|
$
|
3,664
|
|
As of
|
|
May 31, 2018
|
|
August 31, 2017
|
||||||||||||||||||||||||||
Instrument
|
|
Stated Rate
|
|
Effective Rate
|
|
Current
|
|
Long-Term
|
|
Total
|
|
Current
|
|
Long-Term
|
|
Total
|
||||||||||||||
MMJ Creditor Payments
|
|
N/A
|
|
|
6.52
|
%
|
|
$
|
237
|
|
|
$
|
259
|
|
|
$
|
496
|
|
|
$
|
157
|
|
|
$
|
474
|
|
|
$
|
631
|
|
Capital lease obligations
|
|
N/A
|
|
|
3.80
|
%
|
|
346
|
|
|
605
|
|
|
951
|
|
|
357
|
|
|
833
|
|
|
1,190
|
|
||||||
2021 MSAC Term Loan
|
|
4.42
|
%
|
|
4.65
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
697
|
|
|
796
|
|
||||||
2021 MSTW Term Loan
|
|
2.85
|
%
|
|
3.01
|
%
|
|
—
|
|
|
1,993
|
|
|
1,993
|
|
|
—
|
|
|
2,640
|
|
|
2,640
|
|
||||||
2022 Term Loan B
|
|
3.74
|
%
|
|
4.15
|
%
|
|
5
|
|
|
721
|
|
|
726
|
|
|
5
|
|
|
725
|
|
|
730
|
|
||||||
2023 Notes
|
|
5.25
|
%
|
|
5.43
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|
991
|
|
||||||
2023 Secured Notes
|
|
7.50
|
%
|
|
7.69
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,238
|
|
|
1,238
|
|
||||||
2024 Notes
|
|
5.25
|
%
|
|
5.38
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|
546
|
|
||||||
2025 Notes
|
|
5.50
|
%
|
|
5.56
|
%
|
|
—
|
|
|
515
|
|
|
515
|
|
|
—
|
|
|
515
|
|
|
515
|
|
||||||
2026 Notes
|
|
5.63
|
%
|
|
5.73
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
||||||
2032C Notes
(1)(2)
|
|
2.38
|
%
|
|
5.95
|
%
|
|
504
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|
211
|
|
|
211
|
|
||||||
2032D Notes
(1)
|
|
3.13
|
%
|
|
6.33
|
%
|
|
77
|
|
|
149
|
|
|
226
|
|
|
—
|
|
|
159
|
|
|
159
|
|
||||||
2033E Notes
(1)
|
|
1.63
|
%
|
|
1.63
|
%
|
|
43
|
|
|
—
|
|
|
43
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||||
2033F Notes
(1)
|
|
2.13
|
%
|
|
4.93
|
%
|
|
123
|
|
|
—
|
|
|
123
|
|
|
278
|
|
|
—
|
|
|
278
|
|
||||||
2043G Notes
(1)
|
|
3.00
|
%
|
|
6.76
|
%
|
|
10
|
|
|
679
|
|
|
689
|
|
|
—
|
|
|
671
|
|
|
671
|
|
||||||
IMFT Member Debt
|
|
0.00
|
%
|
|
0.00
|
%
|
|
—
|
|
|
969
|
|
|
969
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other notes
|
|
1.84
|
%
|
|
2.46
|
%
|
|
109
|
|
|
—
|
|
|
109
|
|
|
164
|
|
|
44
|
|
|
208
|
|
||||||
|
|
|
|
|
|
$
|
1,454
|
|
|
$
|
5,890
|
|
|
$
|
7,344
|
|
|
$
|
1,262
|
|
|
$
|
9,872
|
|
|
$
|
11,134
|
|
(1)
|
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 March 31, 2018, these notes are convertible by the holders at any time through the calendar quarter ended June 30, 2018. Current debt as of May 31, 2018 included an aggregate of
$553 million
for the settlement obligation (including principal and amounts in excess of principal) for conversions of certain convertible notes that will settle in cash in the fourth quarter of 2018. Additionally, the closing price of our common stock also exceeded the thresholds for the calendar quarter ended June 30, 2018; therefore, these notes are convertible by the holders at any time through September 30, 2018.
|
(2)
|
The 2032C Notes were classified as current as of May 31, 2018 because the holders can require us to repurchase for cash all or a portion of the 2032C Notes on May 1, 2019.
|
Nine months ended May 31, 2018
|
|
Decrease in Principal
|
|
Increase (Decrease) in Carrying Value
|
|
Decrease in Cash
|
|
Decrease in Equity
|
|
Gain (Loss)
|
||||||||||
Prepayments and repurchases
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2021 MSAC Term Loan
|
|
$
|
(730
|
)
|
|
$
|
(727
|
)
|
|
$
|
(730
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
2021 MSTW Term Loan
|
|
(671
|
)
|
|
(668
|
)
|
|
(671
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
2023 Notes
|
|
(1,000
|
)
|
|
(991
|
)
|
|
(1,046
|
)
|
|
—
|
|
|
(55
|
)
|
|||||
2023 Secured Notes
|
|
(1,250
|
)
|
|
(1,238
|
)
|
|
(1,373
|
)
|
|
—
|
|
|
(135
|
)
|
|||||
2024 Notes
|
|
(550
|
)
|
|
(546
|
)
|
|
(572
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
2026 Notes
|
|
(129
|
)
|
|
(129
|
)
|
|
(139
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
2033F Notes
|
|
(66
|
)
|
|
(63
|
)
|
|
(316
|
)
|
|
(252
|
)
|
|
(1
|
)
|
|||||
Settled conversions
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2032C Notes
|
|
(52
|
)
|
|
(49
|
)
|
|
(240
|
)
|
|
(195
|
)
|
|
4
|
|
|||||
2033E Notes
(1)
|
|
(161
|
)
|
|
(191
|
)
|
|
(491
|
)
|
|
(251
|
)
|
|
(49
|
)
|
|||||
2033F Notes
|
|
(119
|
)
|
|
(114
|
)
|
|
(575
|
)
|
|
(447
|
)
|
|
(14
|
)
|
|||||
Conversions not settled
(2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2032C Notes
|
|
—
|
|
|
338
|
|
|
—
|
|
|
(264
|
)
|
|
(74
|
)
|
|||||
2032D Notes
|
|
—
|
|
|
64
|
|
|
—
|
|
|
(51
|
)
|
|
(13
|
)
|
|||||
2033E Notes
|
|
—
|
|
|
31
|
|
|
—
|
|
|
(29
|
)
|
|
(3
|
)
|
|||||
2033F Notes
|
|
—
|
|
|
17
|
|
|
—
|
|
|
(14
|
)
|
|
(3
|
)
|
|||||
2043G Notes
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|||||
|
|
$
|
(4,728
|
)
|
|
$
|
(4,260
|
)
|
|
$
|
(6,153
|
)
|
|
$
|
(1,508
|
)
|
|
$
|
(386
|
)
|
(1)
|
Settlement included issuance of
4 million
shares of our treasury stock in addition to payment of cash.
|
(2)
|
As of May 31, 2018, an aggregate of
$101 million
in principal amount of our convertible notes (with a carrying value of
$553 million
) had converted but not settled. These notes will settle in cash in the fourth quarter of 2018.
|
As of
|
|
May 31, 2018
|
|
August 31, 2017
|
||||||||||
|
|
Balance
|
|
Percentage
|
|
Balance
|
|
Percentage
|
||||||
IMFT
|
|
$
|
852
|
|
|
49
|
%
|
|
$
|
832
|
|
|
49
|
%
|
Other
|
|
17
|
|
|
Various
|
|
|
17
|
|
|
Various
|
|
||
|
|
$
|
869
|
|
|
|
|
$
|
849
|
|
|
|
As of
|
|
May 31,
2018 |
|
August 31,
2017 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
109
|
|
|
$
|
87
|
|
Receivables
|
|
86
|
|
|
81
|
|
||
Inventories
|
|
119
|
|
|
128
|
|
||
Other current assets
|
|
6
|
|
|
7
|
|
||
Total current assets
|
|
320
|
|
|
303
|
|
||
Property, plant, and equipment, net
|
|
2,706
|
|
|
1,852
|
|
||
Other noncurrent assets
|
|
46
|
|
|
49
|
|
||
Total assets
|
|
$
|
3,072
|
|
|
$
|
2,204
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
200
|
|
|
$
|
299
|
|
Deferred income
|
|
9
|
|
|
6
|
|
||
Current debt
|
|
20
|
|
|
19
|
|
||
Total current liabilities
|
|
229
|
|
|
324
|
|
||
Long-term debt
|
|
1,029
|
|
|
75
|
|
||
Other noncurrent liabilities
|
|
77
|
|
|
88
|
|
||
Total liabilities
|
|
$
|
1,335
|
|
|
$
|
487
|
|
As of
|
|
May 31, 2018
|
|
August 31, 2017
|
||||||||||||
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
Notes and MMJ Creditor Payments
|
|
$
|
4,870
|
|
|
$
|
4,808
|
|
|
$
|
8,793
|
|
|
$
|
8,423
|
|
Convertible notes
|
|
4,734
|
|
|
1,585
|
|
|
3,901
|
|
|
1,521
|
|
|
|
Gross Notional Amount
(1)
|
|
Fair Value of
|
||||||||||||
Current Assets
(2)
|
|
Current Liabilities
(3)
|
|
Noncurrent Assets
(4)
|
||||||||||||
As of May 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments with hedge accounting designation
|
|
|
|
|
|
|
|
|
||||||||
Cash flow currency hedges
|
|
$
|
822
|
|
|
$
|
2
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
Fair value currency hedges
|
|
239
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||
|
|
|
|
|
2
|
|
|
(25
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments without hedge accounting designation
|
|
|
|
|
|
|
|
|
||||||||
Non-designated currency hedges
|
|
4,989
|
|
|
8
|
|
|
(25
|
)
|
|
—
|
|
||||
Convertible notes settlement obligation
(5)
|
|
|
|
—
|
|
|
(558
|
)
|
|
—
|
|
|||||
|
|
|
|
8
|
|
|
(583
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
$
|
10
|
|
|
$
|
(608
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
As of August 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments with hedge accounting designation
|
|
|
|
|
|
|
|
|
||||||||
Cash flow currency hedges
|
|
$
|
456
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments without hedge accounting designation
|
|
|
|
|
|
|
|
|
||||||||
Non-designated currency hedges
|
|
4,847
|
|
|
34
|
|
|
(5
|
)
|
|
1
|
|
||||
Convertible notes settlement obligation
(5)
|
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|||||
|
|
|
|
34
|
|
|
(52
|
)
|
|
1
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
$
|
51
|
|
|
$
|
(52
|
)
|
|
$
|
1
|
|
(1)
|
Notional amounts of currency hedge contracts in U.S. dollars.
|
(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.
|
(5)
|
Notional amounts of convertible notes settlement obligations as of
May 31, 2018
and
August 31, 2017
were
10 million
and
2 million
shares of our common stock, respectively.
|
|
Quarter ended
|
|
Nine months ended
|
||||
|
May 31, 2018
|
|
May 31, 2018
|
||||
|
Other Non-Operating Income (Expense)
|
||||||
Gain (loss) on remeasurement of hedged assets and liabilities
|
$
|
28
|
|
|
$
|
(28
|
)
|
Gain (loss) on derivatives designated as hedging instruments
|
(28
|
)
|
|
28
|
|
||
Amortization of amounts excluded from hedge effectiveness
|
(13
|
)
|
|
(32
|
)
|
||
|
$
|
(13
|
)
|
|
$
|
(32
|
)
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31, 2018
|
|
June 1, 2017
|
|
May 31, 2018
|
|
June 1, 2017
|
||||||||
Stock options granted
|
—
|
|
|
1
|
|
|
2
|
|
|
7
|
|
||||
Weighted-average grant-date fair value per share
|
$
|
24.14
|
|
|
$
|
11.64
|
|
|
$
|
18.61
|
|
|
$
|
8.59
|
|
Average expected life in years
|
5.4
|
|
|
5.5
|
|
|
5.5
|
|
|
5.5
|
|
||||
Weighted-average expected volatility
|
45
|
%
|
|
44
|
%
|
|
44
|
%
|
|
46
|
%
|
||||
Weighted-average risk-free interest rate
|
2.8
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
|
1.8
|
%
|
||||
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Restricted stock award shares granted
|
—
|
|
|
—
|
|
|
4
|
|
|
8
|
|
||||
Weighted-average grant-date fair value per share
|
$
|
53.77
|
|
|
$
|
27.75
|
|
|
$
|
42.14
|
|
|
$
|
19.10
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Stock-based compensation expense by caption
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
$
|
20
|
|
|
$
|
24
|
|
|
$
|
62
|
|
|
$
|
66
|
|
Selling, general, and administrative
|
14
|
|
|
20
|
|
|
48
|
|
|
53
|
|
||||
Research and development
|
14
|
|
|
13
|
|
|
41
|
|
|
39
|
|
||||
|
$
|
48
|
|
|
$
|
57
|
|
|
$
|
151
|
|
|
$
|
158
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense by type of award
|
|
|
|
|
|
|
|
|
|
||||||
Stock options
|
$
|
13
|
|
|
$
|
19
|
|
|
$
|
44
|
|
|
$
|
54
|
|
Restricted stock awards
|
35
|
|
|
38
|
|
|
107
|
|
|
104
|
|
||||
|
$
|
48
|
|
|
$
|
57
|
|
|
$
|
151
|
|
|
$
|
158
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Loss on debt prepayments, repurchases, and conversions
|
$
|
(168
|
)
|
|
$
|
(61
|
)
|
|
$
|
(386
|
)
|
|
$
|
(63
|
)
|
Loss from changes in currency exchange rates
|
(24
|
)
|
|
(22
|
)
|
|
(60
|
)
|
|
(62
|
)
|
||||
Gain on remeasurement of previously-held equity interest in Inotera
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||
Other
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(9
|
)
|
||||
|
$
|
(193
|
)
|
|
$
|
(83
|
)
|
|
$
|
(450
|
)
|
|
$
|
(63
|
)
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31, 2018
|
|
June 1, 2017
|
|
May 31, 2018
|
|
June 1, 2017
|
||||||||
Provisional estimate for the Repatriation Tax, net of adjustments related to uncertain tax positions
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
(1,113
|
)
|
|
$
|
—
|
|
Remeasurement of deferred tax assets and liabilities reflecting the lower U.S. corporate tax rates
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
||||
Provisional estimate for the release of the valuation allowance on the net deferred tax assets of our U.S. operations
|
—
|
|
|
—
|
|
|
1,337
|
|
|
—
|
|
||||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW
|
(35
|
)
|
|
(31
|
)
|
|
(78
|
)
|
|
(52
|
)
|
||||
Other income tax (provision) benefit
|
(78
|
)
|
|
(61
|
)
|
|
(161
|
)
|
|
(109
|
)
|
||||
|
$
|
109
|
|
|
$
|
(92
|
)
|
|
$
|
(148
|
)
|
|
$
|
(161
|
)
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Net income attributable to Micron – Basic and Diluted
|
$
|
3,823
|
|
|
$
|
1,647
|
|
|
$
|
9,810
|
|
|
$
|
2,721
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – Basic
|
1,159
|
|
|
1,106
|
|
|
1,150
|
|
|
1,082
|
|
||||
Dilutive effect of equity plans and convertible notes
|
76
|
|
|
71
|
|
|
83
|
|
|
60
|
|
||||
Weighted-average common shares outstanding – Diluted
|
1,235
|
|
|
1,177
|
|
|
1,233
|
|
|
1,142
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
3.30
|
|
|
$
|
1.49
|
|
|
$
|
8.53
|
|
|
$
|
2.52
|
|
Diluted
|
3.10
|
|
|
1.40
|
|
|
7.96
|
|
|
2.38
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
May 31,
2018 |
|
June 1,
2017 |
|
May 31,
2018 |
|
June 1,
2017 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
CNBU
|
$
|
3,988
|
|
|
$
|
2,389
|
|
|
$
|
10,891
|
|
|
$
|
5,776
|
|
MBU
|
1,753
|
|
|
1,129
|
|
|
4,684
|
|
|
3,243
|
|
||||
SBU
|
1,143
|
|
|
1,316
|
|
|
3,780
|
|
|
3,217
|
|
||||
EBU
|
897
|
|
|
700
|
|
|
2,556
|
|
|
1,868
|
|
||||
All Other
|
16
|
|
|
32
|
|
|
40
|
|
|
80
|
|
||||
|
$
|
7,797
|
|
|
$
|
5,566
|
|
|
$
|
21,951
|
|
|
$
|
14,184
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
CNBU
|
$
|
2,615
|
|
|
$
|
1,219
|
|
|
$
|
6,858
|
|
|
$
|
2,159
|
|
MBU
|
860
|
|
|
304
|
|
|
2,054
|
|
|
563
|
|
||||
SBU
|
156
|
|
|
276
|
|
|
807
|
|
|
302
|
|
||||
EBU
|
386
|
|
|
256
|
|
|
1,091
|
|
|
627
|
|
||||
All Other
|
—
|
|
|
16
|
|
|
(6
|
)
|
|
35
|
|
||||
|
4,017
|
|
|
2,071
|
|
|
10,804
|
|
|
3,686
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unallocated
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
(48
|
)
|
|
(57
|
)
|
|
(151
|
)
|
|
(158
|
)
|
||||
Restructure and asset impairments
|
(8
|
)
|
|
(12
|
)
|
|
(21
|
)
|
|
(45
|
)
|
||||
Flow-through of Inotera inventory step-up
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(96
|
)
|
||||
Other
|
(8
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
(21
|
)
|
||||
|
(64
|
)
|
|
(108
|
)
|
|
(187
|
)
|
|
(320
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
3,953
|
|
|
$
|
1,963
|
|
|
$
|
10,617
|
|
|
$
|
3,366
|
|
•
|
Overview
:
Overview of our operations and business.
|
•
|
Results of Operations
:
An analysis of our financial results consisting of the following:
|
◦
|
Consolidated results;
|
◦
|
Operating results by business segment;
|
◦
|
Operating results by product type; 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.
|
•
|
Critical Accounting Estimates
|
•
|
Recently Issued Accounting Standards
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
|||||||||||||||||||||||||||||
|
2018
|
|
% of Net Sales
|
|
2017
|
|
% of Net Sales
|
|
2018
|
|
% of Net Sales
|
|
2018
|
|
% of Net Sales
|
|
2017
|
|
% of Net Sales
|
|||||||||||||||
Net sales
|
$
|
7,797
|
|
|
100
|
%
|
|
$
|
5,566
|
|
|
100
|
%
|
|
$
|
7,351
|
|
|
100
|
%
|
|
$
|
21,951
|
|
|
100
|
%
|
|
$
|
14,184
|
|
|
100
|
%
|
Cost of goods sold
|
3,074
|
|
|
39
|
%
|
|
2,957
|
|
|
53
|
%
|
|
3,081
|
|
|
42
|
%
|
|
9,211
|
|
|
42
|
%
|
|
8,860
|
|
|
62
|
%
|
|||||
Gross margin
|
4,723
|
|
|
61
|
%
|
|
2,609
|
|
|
47
|
%
|
|
4,270
|
|
|
58
|
%
|
|
12,740
|
|
|
58
|
%
|
|
5,324
|
|
|
38
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
SG&A
|
211
|
|
|
3
|
%
|
|
204
|
|
|
4
|
%
|
|
196
|
|
|
3
|
%
|
|
598
|
|
|
3
|
%
|
|
550
|
|
|
4
|
%
|
|||||
R&D
|
603
|
|
|
8
|
%
|
|
434
|
|
|
8
|
%
|
|
523
|
|
|
7
|
%
|
|
1,574
|
|
|
7
|
%
|
|
1,377
|
|
|
10
|
%
|
|||||
Other operating (income) expense, net
|
(44
|
)
|
|
(1
|
)%
|
|
8
|
|
|
—
|
%
|
|
(16
|
)
|
|
—
|
%
|
|
(49
|
)
|
|
—
|
%
|
|
31
|
|
|
—
|
%
|
|||||
Operating income
|
3,953
|
|
|
51
|
%
|
|
1,963
|
|
|
35
|
%
|
|
3,567
|
|
|
49
|
%
|
|
10,617
|
|
|
48
|
%
|
|
3,366
|
|
|
24
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income (expense), net
|
(44
|
)
|
|
(1
|
)%
|
|
(143
|
)
|
|
(3
|
)%
|
|
(61
|
)
|
|
(1
|
)%
|
|
(206
|
)
|
|
(1
|
)%
|
|
(428
|
)
|
|
(3
|
)%
|
|||||
Other non-operating income (expense), net
|
(193
|
)
|
|
(2
|
)%
|
|
(83
|
)
|
|
(1
|
)%
|
|
(53
|
)
|
|
(1
|
)%
|
|
(450
|
)
|
|
(2
|
)%
|
|
(63
|
)
|
|
—
|
%
|
|||||
Income tax (provision) benefit
|
109
|
|
|
1
|
%
|
|
(92
|
)
|
|
(2
|
)%
|
|
(143
|
)
|
|
(2
|
)%
|
|
(148
|
)
|
|
(1
|
)%
|
|
(161
|
)
|
|
(1
|
)%
|
|||||
Equity in net income (loss) of equity method investees
|
(2
|
)
|
|
—
|
%
|
|
2
|
|
|
—
|
%
|
|
1
|
|
|
—
|
%
|
|
(1
|
)
|
|
—
|
%
|
|
7
|
|
|
—
|
%
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(2
|
)
|
|
—
|
%
|
|
(2
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Net income attributable to Micron
|
$
|
3,823
|
|
|
49
|
%
|
|
$
|
1,647
|
|
|
30
|
%
|
|
$
|
3,309
|
|
|
45
|
%
|
|
$
|
9,810
|
|
|
45
|
%
|
|
$
|
2,721
|
|
|
19
|
%
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
|||||||||||||||||||||||||||||
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2018
|
|
% of Total
|
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
|||||||||||||||
CNBU
|
$
|
3,988
|
|
|
51
|
%
|
|
$
|
2,389
|
|
|
43
|
%
|
|
$
|
3,691
|
|
|
50
|
%
|
|
$
|
10,891
|
|
|
50
|
%
|
|
$
|
5,776
|
|
|
41
|
%
|
MBU
|
1,753
|
|
|
22
|
%
|
|
1,129
|
|
|
20
|
%
|
|
1,566
|
|
|
21
|
%
|
|
4,684
|
|
|
21
|
%
|
|
3,243
|
|
|
23
|
%
|
|||||
SBU
|
1,143
|
|
|
15
|
%
|
|
1,316
|
|
|
24
|
%
|
|
1,254
|
|
|
17
|
%
|
|
3,780
|
|
|
17
|
%
|
|
3,217
|
|
|
23
|
%
|
|||||
EBU
|
897
|
|
|
12
|
%
|
|
700
|
|
|
13
|
%
|
|
829
|
|
|
11
|
%
|
|
2,556
|
|
|
12
|
%
|
|
1,868
|
|
|
13
|
%
|
|||||
All Other
|
16
|
|
|
—
|
%
|
|
32
|
|
|
1
|
%
|
|
11
|
|
|
—
|
%
|
|
40
|
|
|
—
|
%
|
|
80
|
|
|
1
|
%
|
|||||
|
$
|
7,797
|
|
|
|
|
$
|
5,566
|
|
|
|
|
$
|
7,351
|
|
|
|
|
|
$
|
21,951
|
|
|
|
|
|
$
|
14,184
|
|
|
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2018
|
|
2017
|
||||||||||
Net sales
|
$
|
3,988
|
|
|
$
|
2,389
|
|
|
$
|
3,691
|
|
|
$
|
10,891
|
|
|
$
|
5,776
|
|
Operating income
|
2,615
|
|
|
1,219
|
|
|
2,329
|
|
|
6,858
|
|
|
2,159
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2018
|
|
2017
|
||||||||||
Net sales
|
$
|
1,753
|
|
|
$
|
1,129
|
|
|
$
|
1,566
|
|
|
$
|
4,684
|
|
|
$
|
3,243
|
|
Operating income
|
860
|
|
|
304
|
|
|
689
|
|
|
2,054
|
|
|
563
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2018
|
|
2017
|
||||||||||
Net sales
|
$
|
1,143
|
|
|
$
|
1,316
|
|
|
$
|
1,254
|
|
|
$
|
3,780
|
|
|
$
|
3,217
|
|
Operating income
|
156
|
|
|
276
|
|
|
251
|
|
|
807
|
|
|
302
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2018
|
|
2017
|
||||||||||
Net sales
|
$
|
897
|
|
|
$
|
700
|
|
|
$
|
829
|
|
|
$
|
2,556
|
|
|
$
|
1,868
|
|
Operating income
|
386
|
|
|
256
|
|
|
363
|
|
|
1,091
|
|
|
627
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
|||||||||||||||||||||||||||||
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2018
|
|
% of Total
|
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
|||||||||||||||
DRAM
|
$
|
5,541
|
|
|
71
|
%
|
|
$
|
3,559
|
|
|
64
|
%
|
|
$
|
5,213
|
|
|
71
|
%
|
|
$
|
15,316
|
|
|
70
|
%
|
|
$
|
8,940
|
|
|
63
|
%
|
Trade NAND
|
1,943
|
|
|
25
|
%
|
|
1,706
|
|
|
31
|
%
|
|
1,805
|
|
|
25
|
%
|
|
5,614
|
|
|
26
|
%
|
|
4,390
|
|
|
31
|
%
|
|||||
Non-Trade
|
121
|
|
|
2
|
%
|
|
138
|
|
|
2
|
%
|
|
136
|
|
|
2
|
%
|
|
379
|
|
|
2
|
%
|
|
419
|
|
|
3
|
%
|
|||||
Other
|
192
|
|
|
2
|
%
|
|
163
|
|
|
3
|
%
|
|
197
|
|
|
3
|
%
|
|
642
|
|
|
3
|
%
|
|
435
|
|
|
3
|
%
|
|||||
|
$
|
7,797
|
|
|
|
|
$
|
5,566
|
|
|
|
|
$
|
7,351
|
|
|
|
|
$
|
21,951
|
|
|
|
|
$
|
14,184
|
|
|
|
|
Third Quarter 2018 Versus
|
|
First Nine Months 2018 Versus
|
||
|
Second Quarter 2018
|
|
Third Quarter 2017
|
|
First Nine Months 2017
|
|
|
|
|
|
|
|
(percentage change)
|
||||
Average selling prices per gigabit
|
increased mid-to-upper single digit
|
|
increased mid 30% range
|
|
increased low 40% range
|
Gigabits sold
|
relatively flat
|
|
increased mid-teens range
|
|
increased low 20% range
|
|
Third Quarter 2018 Versus
|
|
First Nine Months 2018 Versus
|
||
|
Second Quarter 2018
|
|
Third Quarter 2017
|
|
First Nine Months 2017
|
|
|
|
|
|
|
|
(percentage change)
|
||||
Average selling prices per gigabyte
|
increased mid-to-upper single digit
|
|
decreased mid single digit
|
|
decreased mid single digit
|
Gigabytes sold
|
relatively flat
|
|
increased low 20% range
|
|
increased mid 30% range
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2018
|
|
2017
|
||||||||||
Provisional estimate for the Repatriation Tax, net of adjustments related to uncertain tax positions
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
(1,335
|
)
|
|
$
|
(1,113
|
)
|
|
$
|
—
|
|
Remeasurement of deferred tax assets and liabilities reflecting lower U.S. corporate tax rates
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
(133
|
)
|
|
—
|
|
|||||
Provisional estimate for the release of the valuation allowance on the net deferred tax assets of our U.S. operations
|
—
|
|
|
—
|
|
|
1,337
|
|
|
1,337
|
|
|
—
|
|
|||||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW
|
(35
|
)
|
|
(31
|
)
|
|
(17
|
)
|
|
(78
|
)
|
|
(52
|
)
|
|||||
Other income tax (provision) benefit
|
(78
|
)
|
|
(61
|
)
|
|
5
|
|
|
(161
|
)
|
|
(109
|
)
|
|||||
|
$
|
109
|
|
|
$
|
(92
|
)
|
|
$
|
(143
|
)
|
|
$
|
(148
|
)
|
|
$
|
(161
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effective tax rate
|
(2.9
|
)%
|
|
5.3
|
%
|
|
4.1
|
%
|
|
1.5
|
%
|
|
5.6
|
%
|
•
|
various provisional estimates for the impacts of the Tax Act, including the Repatriation Tax, the remeasurement of deferred tax assets and liabilities at the lower U.S. corporate rate of 25.7% for 2018 and 21% for subsequent years, and the release of a substantial portion of the valuation allowance on the net deferred tax assets of our U.S. operations; and
|
•
|
operations outside the United States, including Singapore, where we have tax incentive arrangements that further decrease our effective tax rates.
|
|
First Nine Months
|
||||||
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
$
|
12,245
|
|
|
$
|
4,950
|
|
Net cash provided by (used for) investing activities
|
(6,087
|
)
|
|
(6,259
|
)
|
||
Net cash provided by (used for) financing activities
|
(4,443
|
)
|
|
1,207
|
|
||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
(4
|
)
|
|
(15
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
1,711
|
|
|
$
|
(117
|
)
|
|
|
Settlement Option
|
|
|
|
If Settled With Minimum Cash Required
|
|
If Settled Entirely With Cash
|
||||||||||
Convertible Notes
|
|
Principal Amount
|
|
Amount in Excess of Principal
|
|
Underlying Shares
|
|
Cash
|
|
Remainder in Shares
|
|
|||||||
2032C Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
18
|
|
|
$
|
408
|
|
|
11
|
|
|
$
|
1,016
|
|
2032D Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
18
|
|
|
78
|
|
|
16
|
|
|
1,019
|
|
||
2033E Notes
|
|
Cash
|
|
Cash and/or shares
|
|
1
|
|
|
43
|
|
|
—
|
|
|
61
|
|
||
2033F Notes
|
|
Cash
|
|
Cash and/or shares
|
|
10
|
|
|
128
|
|
|
8
|
|
|
586
|
|
||
2043G Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
35
|
|
|
12
|
|
|
35
|
|
|
2,025
|
|
||
|
|
|
|
|
|
82
|
|
|
$
|
669
|
|
|
70
|
|
|
$
|
4,707
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
As of May 31, 2018
|
|
Total
|
|
Remainder of 2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
2023 and thereafter
|
||||||||||
Notes payable
(1)(2)
|
|
$
|
7,481
|
|
|
$
|
664
|
|
|
$
|
2,420
|
|
|
$
|
1,728
|
|
|
$
|
2,669
|
|
Capital lease obligations
(2)
|
|
1,083
|
|
|
106
|
|
|
577
|
|
|
167
|
|
|
233
|
|
|||||
Operating leases
(3)
|
|
628
|
|
|
9
|
|
|
80
|
|
|
101
|
|
|
438
|
|
|||||
Total
|
|
$
|
9,192
|
|
|
$
|
779
|
|
|
$
|
3,077
|
|
|
$
|
1,996
|
|
|
$
|
3,340
|
|
(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.
|
|
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.
|
•
|
that we will be able to establish or maintain key relationships with customers with specific chip set or design requirements;
|
•
|
that we will be able to introduce new products into the market and qualify them with our customers on a timely basis; or
|
•
|
our interests could diverge from our partners' interests or we may not be able to agree with our partners on:
|
◦
|
ongoing or future development, manufacturing, or operational activities;
|
◦
|
the amount, timing, or nature of further investments; or
|
◦
|
commercial terms in our joint ventures or strategic relationships;
|
•
|
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.
|
•
|
pay significant monetary damages, fines, royalties, or penalties;
|
•
|
enter into license or settlement agreements covering such intellectual property rights;
|
•
|
make material changes to or redesign our products and/or manufacturing processes; and/or
|
•
|
cease manufacturing, having made, selling, offering for sale, importing, marketing, or using products and/or manufacturing processes in certain jurisdictions.
|
•
|
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 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 the ability to maintain flexibility with staffing levels;
|
•
|
disruptions to 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.
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Period Ending
|
Exhibit/ Appendix
|
Filing Date
|
3.1
|
|
8-K
|
|
99.2
|
1/26/15
|
|
3.2
|
|
8-K
|
|
99.1
|
4/15/14
|
|
10.64
|
ü
|
|
|
|
|
|
10.77
|
ü
|
|
|
|
|
|
31.1
|
ü
|
|
|
|
|
|
31.2
|
ü
|
|
|
|
|
|
32.1
|
ü
|
|
|
|
|
|
32.2
|
ü
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
ü
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
ü
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
ü
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
ü
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
ü
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
ü
|
|
|
|
|
|
|
Micron Technology, Inc.
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
June 22, 2018
|
/s/ David A. Zinsner
|
|
|
David A. Zinsner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1.1
|
Purpose
. The purpose of the Plan is to provide Eligible Employees an opportunity to defer to a future date the receipt of base and bonus compensation for services performed for the Employer.
|
1.2
|
Effective Date.
The Effective Date of the Plan is March 1, 2017.
|
2.1
|
“Account”
means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.
|
2.2
|
“Administrator”
means, unless otherwise determined by the Plan Sponsor, the Micron Technology, Inc. Retirement at Micron (RAM) Committee.
|
2.3
|
“
Base
Compensation
” means the Participant’s base rate of compensation (including regular compensation, holiday, vacation, personal and sick pay) payable for services performed for the Employer for the Plan Year, as adjusted to reflect increases and decreases to the base rate during the Plan Year.
|
2.4
|
“Beneficiary”
means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.
|
2.5
|
“Board” or “Board of Directors”
means the Board of Directors of the Plan Sponsor.
|
2.6
|
“Bonus Compensation”
means the Participant’s bonus or incentive compensation payable for services performed for the Employer for the Plan Year pursuant to, among others designated by the Employer, the Micron Technology, Inc. Executive Incentive Plan, the Micron Technology, Inc. Annual Incentive Plan, the Micron Technology, Inc. Incentive Pay Plan and/or the Micron Technology, Inc. Sales and Field Application Engineer FAE Variable Incentive Plan.
|
2.7
|
“Change in Control”
means the occurrence of an event involving the Plan Sponsor that is described in Section 9.6.
|
2.8
|
“Code”
means the Internal Revenue Code of 1986, as amended.
|
2.9
|
“Compensation
” means Base Compensation, Bonus Compensation and/or Performance-Based Compensation.
|
2.10
|
“Disability”
means a determination by the Administrator that the Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. A Participant will be considered to have incurred a Disability if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.
|
2.11
|
“Discretionary Credits”
has the meaning set forth in Section 5.1 hereof.
|
2.12
|
“Distribution Date”
means the earliest to occur of: (1)
a Specified Payment Date elected by the Participant or (2) the Participant’s Separation from Service for any reason (including death or Disability). Notwithstanding the foregoing, in the case of a distribution to a Specified Employee on account of Separation from Service, the Distribution Date shall be the Specified Employee Delayed Payment Date.
|
2.13
|
“
Election Period
” means the period established by the Administrator during which Participant deferral and distribution elections must be made in accordance with the requirements of Code Section 409A. The Election Period for Base Compensation and for Bonus Compensation that does not qualify as Performance-Based Compensation shall end no later
|
2.14
|
“Eligible Employee”
means an employee of the Employer selected by the Employer for participation in the Plan.
|
2.15
|
“Employer”
means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.
|
2.16
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.
|
2.17
|
“Participant”
means an Eligible Employee who commences participation in the Plan in accordance with Article 3.
|
2.18
|
“Performance-Based Compensation”
means any bonus, award or other compensation designated by the Employer, the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. For such bonus or award to be performance-based with respect to a Participant’s deferral election with respect to such bonus or award, the following requirements must be met: (i) the performance criteria must be established in writing no later than ninety (90) days after the beginning of the applicable “performance period”; (ii) the outcome of the performance criteria must be substantially uncertain when the criteria are established; (iii) no bonus or award, or portion of any bonus or award, that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria are established, shall be considered Performance-Based Compensation; (iv) Performance-Based Compensation shall not include payments based upon subjective performance criteria unless: (a) the subjective performance criteria are bona fide and relate to the Participant’s performance, the performance of a group of employees that includes the Participant, or the performance of a business unit for which the Participant provides services (which may include the entire organization); and (b) the determination that any subjective performance criteria have been met is not made by the Participant or a family member of the Participant (as defined in Code Section 267(c)(4), applied as if the family of an individual includes the spouse of any member of the family), or a person under the effective control of the Participant or such a family member, and no amount of the compensation of the person making such determination is effectively controlled in whole or in part by the Participant or such a family member. A performance-based bonus that otherwise meets the above criteria may provide for payment regardless of satisfaction of the performance criteria upon the Participant’s death, disability (defined as a medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months), or a change in control event (as defined in Treasury Regulations Section 1.409A-3(i)(5)(i)). Any amount that actually becomes payable upon such events without regard to the satisfaction of the performance criteria will not be considered Performance-Based Compensation.
|
2.19
|
“Plan”
means the unfunded plan of deferred compensation set forth herein, as adopted by the Plan Sponsor and as amended from time to time.
|
2.20
|
“Plan Sponsor”
means Micron Technology, Inc. or any successor by merger, consolidation or otherwise.
|
2.21
|
“Plan Year”
means the period commencing January 1 and ending on December 31.
|
2.22
|
“Related Employer”
means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer.
|
2.23
|
“Separation from Service”
means the date that the Participant dies, retires or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to reemployment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.
|
2.24
|
“Specified Employee”
is an employee who on the date of his Separation from Service is a “specified employee” within the meaning given such term under Code Section 409A and the regulations thereunder applying the default criteria.
|
2.25
|
“Specified Employee Delayed Payment Date”
means the first business day of the seventh month following the date of a Specified Employee’s Separation from Service.
|
2.26
|
“Specified Payment Date”
means a calendar year elected by the Participant to receive his her deferrals that is after the Plan Year for which the deferrals are made.
|
2.27
|
“Valuation Date”
means each business day of the Plan Year that the Nasdaq Global Stock Market is open.
|
2.28
|
“Years of Service”
shall be determined in accordance with the Participant’s Years of Service credited under the Micron Technology, Inc. Retirement at Micron (RAM) Plan.
|
3.1
|
Participation.
An Eligible Employee shall commence participation in the Plan upon the effectiveness of his first deferral election in accordance with Section 4.1.
|
3.2
|
Termination of Participation.
The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a Participant’s participation before the Participant experiences a Separation from Service the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.
|
4.1
|
Deferral Agreement
. An Eligible Employee may elect during the applicable Election Period, by executing in writing or electronically a deferral agreement on form(s) approved by the Administrator, to defer the receipt of a designated percentage of Base Compensation per payroll period that is earned and payable after the effective date of such election, a designated percentage of Bonus Compensation per payroll period that is earned and payable after the effective date of such election and a designated percentage of Performance-Based Compensation that is payable after the effective date of such election and have such amount credited to the Participant’s Account pursuant to the terms of the Plan. The Participant shall make a separate deferral election for Base, Bonus and Performance-Based Compensation deferrals for each Plan Year.
|
4.2
|
Revocation/Modification of Deferral Elections
. Except as otherwise provided in Section 9.2, a Participant may not revoke or modify his deferral agreement after the Election Period. The Administrator in its discretion may cancel a deferral election if permitted under Code Section 409A (such as upon disability), provided that the Participant shall not be provided an election with respect to such cancellation. Notwithstanding anything in this Plan to the contrary, if a Participant receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer, then such Participant’s deferral election shall be cancelled for the remainder of the calendar year in which he received such hardship distribution, to the extent necessary to satisfy the requirements of Treas. Reg. Section 1.401(k)-1(d)(3).
|
4.3
|
Amount of Deferrals
. An Eligible Employee is not required to make a deferral election for any Plan Year. However, if an Eligible Employee makes a deferral election, the following minimums and maximums apply. These minimums and/or maximums may be modified by the Administrator for a given Plan Year on the election forms for such Plan Year without the need of a formal plan amendment.
|
(a)
|
Minimum Base Compensation Deferral Election
.
The minimum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 1% of Base Compensation.
|
(b)
|
Minimum Bonus Compensation Deferral Election
.
The minimum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Bonus Compensation is 1% of such Eligible Employee’s Bonus for a Plan Year.
|
(c)
|
Maximum Base Compensation Deferral Election
.
The maximum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 75% of Base Compensation.
|
(d)
|
Maximum Bonus Compensation Deferral Election
.
The maximum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Bonus Compensation is 100% of such Eligible Employee’s Bonus for a Plan Year.
|
4.4
|
Timing of Election to Defer.
Each Eligible Employee who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the Election Period.
|
4.5
|
Election of Payment Schedule and Form of Payment.
All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator. At the time an Eligible Employee completes a deferral agreement during the Election Period, the Eligible Employee must elect a form of payment in which to receive such deferrals in a payment schedule permitted under Section 9.3 and may elect a Specified Payment Date that occurs during the Participant’s employment. If an Eligible Employee fails to elect a form of payment permitted under Section 9.3, then he shall be deemed to have elected a lump sum form of payment.
|
4.6
|
No Deferrals from Severance
. Deferral elections shall not apply to severance or other amounts payable after a Participant’s Separation from Service.
|
5.1
|
Employer Contributions.
The Employer may, in its sole discretion, make discretionary Employer credits (“Discretionary Credits”) on behalf of any Eligible Participant. In its sole discretion, the Employer shall determine the Eligible Participants to be credited with any Discretionary Credit, the amount of any such Discretionary Credit and the vesting schedule applicable thereto (including any accelerated vesting thereof and the events of such acceleration). In addition, the Employer may permit the Participant to elect the timing and form of distribution of such Discretionary Credits, provided that any such election shall be made no later than the latest time permitted by Code Section 409A.
|
6.1
|
Establishment of Account.
For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.
|
6.2
|
Credits to Account.
A Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions treated as allocated on his behalf under Article 5.
|
7.1
|
Investment Options.
The amount credited to each Account shall be treated as invested in the investment options selected in advance by the Administrator. The Administrator, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.
|
7.2
|
Investment Allocations
. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account.
|
(a)
|
A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Administrator. Except as otherwise provided by the Administrator, the following provisions of this Section 7.2 shall apply to allocations under the Plan.
|
(i)
|
Allocation among the investment options must be designated in increments of 1%. The Participant’s investment allocation will become effective on the same business day or, in the case of investment allocations received after a time specified by the Administrator, the next business day.
|
(ii)
|
A Participant may change an investment allocation on any business day, both with respect to future credits to the Plan and with respect to existing Accounts, in accordance with procedures adopted by the Administrator. Changes shall become effective on the same business day or, in the case of investment allocations received after a time specified by the Administrator, the next business day, and shall be applied prospectively.
|
7.3
|
Adjustment of Accounts.
The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the Participant from among the investment options provided in Section 7.1. A Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.
|
8.1
|
Vesting.
|
(a)
|
A Participant, at all times, has a 100% nonforfeitable interest in the amounts credited to his Account attributable to his elective deferrals made in accordance with Section 4.1.
|
(b)
|
A Participant’s right to the amounts credited to his Account attributable to Discretionary Credits made in accordance with Article 5, if any, shall vest at to 100% of the applicable Discretionary Credit on the date that such Participant achieves two Years of Service (each, an “Employer Contribution Vesting Date”). Upon a Separation from Service prior to an Employer Contribution Vesting Date, the Participant shall forfeit the nonvested portion of his Account. Notwithstanding the foregoing, a Participant’s rights to the amounts credited to his Account attributable to Discretionary Credits made in accordance with Article 5, if any, shall vest as to 100% of the applicable Discretionary Credit in the event of such Participant’s death or Disability, or upon the occurrence of a Change in Control.
|
8.2
|
Death; Disability.
A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator.
|
9.1
|
Amount of Benefits.
The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.
|
9.2
|
Method and Timing of Distributions
. Except as otherwise expressly provided herein, amounts credited to a Participant’s Account for each Plan Year shall be paid to the Participant in accordance with the Participant’s distribution election under Article 4. Distributions shall commence to be paid to the Participant as soon as administratively feasible following the Distribution Date, but in no event later than the time prescribed by Treas. Reg. Section 1.409A-3(d). A Participant may make a one (1) time change to his or her distribution election for a Plan Year to elect a later Specified Payment Date in accordance with this Section 9.2 and may make a one (1) time change to his or her distribution election for a Plan Year to elect a different payment schedule in accordance with this Section 9.2; provided, however, that an election to defer payment or change the form of distribution shall not take effect until at least 12 months after the date on which the election is made and shall be effective only if (i) the election is made at least twelve (12) months before the Specified Payment Date or payment schedule would otherwise commence or occur, and (ii) the Participant elects a new Specified Payment
|
9.3
|
Form of Distribution
. Vested amounts credited to a Participant’s Account shall, at the Participant’s election specified in his deferral agreement in accordance with Article 4, be payable to the Participant in a single sum cash payment or in substantially equal annual cash installments over not less than two (2) years and not more than ten (10) years. Annual installment payments shall be calculated by dividing the Account balance by the remaining annual installments to be made.
|
9.4
|
Payment Election Overrides.
Notwithstanding the Participant’s election as to the time and form of payment, upon the Participant’s death or Disability, the Participant’s entire Account (including any amounts with respect to which installment payments have previously commenced) shall be paid to the Participant or his Beneficiary in a single sum cash payment.
|
9.6
|
Change in Control.
Notwithstanding the Participant’s election as to the time and form of payment, in the event of a Change in Control, the Participant’s entire Account (including any amounts with respect to which installment payments have previously commenced) shall be paid to the Participant in a single sum cash payment upon the Change in Control.
|
(a)
|
Relevant Corporations.
To constitute a Change in Control for purposes of the Plan, the event must relate to (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii). A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power of such corporation.
|
(b)
|
Stock Ownership.
Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.
|
(c)
|
Change in the Ownership of a Corporation.
A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in Section 9.6(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 9.6(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For
|
(d)
|
Change in the effective control of a corporation.
A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the corporation’s board of directors is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 9.6(a) for which no other corporation is a majority shareholder for purposes of Section 9.6(a). In the absence of an event described in Section 9.6(d)(i) or (ii), a change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any transaction in which either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 9.6(c) or a change in the ownership of a substantial portion of the assets of such corporation as described in Section 9.6(e). If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 9.6(d), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 9.6(c). For purposes of this Section 9.6(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 9.6(c) with the following exception. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
|
(e)
|
Change in the ownership of a substantial portion of a corporation’s assets.
A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 9.6(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 9.6(e) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.6(e)(iii). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.
|
9.7
|
Permissible Delays in Payment.
Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.
|
(a)
|
The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m)
|
(b)
|
The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.
|
(c)
|
The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
|
9.8
|
Permitted Acceleration of Payment.
The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(j)(4), including the following events:
|
(a)
|
Domestic Relations Order.
A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).
|
(b)
|
Compliance with Ethics Agreements and Legal Requirements.
A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.
|
(c)
|
FICA Tax.
A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.
|
(d)
|
Section 409A Additional Tax.
A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.
|
(e)
|
Offset.
A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
|
(f)
|
Other Events.
A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.
|
10.1
|
Amendment by Plan Sponsor.
The Plan Sponsor reserves the right to amend the Plan (for itself and each Employer) through action of its Board of Directors. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued and vested prior to the amendment.
|
10.2
|
Plan Termination Following Change in Control or Corporate Dissolution.
The Plan Sponsor reserves the right to terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.6. For this purpose, the Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan under Reg. Sec. 1.409A-1(c)(2) are also terminated so that all participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan
|
10.3
|
Other Plan Terminations.
The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any terminated arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the date the Plan Sponsor takes all necessary action to irrevocably terminate and liquidate the arrangements, (d) the Plan Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the termination does not occur proximate to a downturn in the financial health of the Plan sponsor. The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.
|
11.1
|
Establishment of Trust.
The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to Participants under Section 6.2. In the event that the Plan Sponsor wishes to establish a trust to provide a source of funds for the payment of Plan benefits, any such trust shall be constructed to constitute an unfunded arrangement that does not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA and the Code.
|
11.2
|
Rabbi Trust.
Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency. The trust is intended to be treated as a rabbi trust in accordance with existing guidance of the Internal Revenue Service, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency.
|
11.3
|
Investment of Trust Funds.
Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Administrator. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment adjustments to Participant Accounts under the Plan.
|
12.1
|
Powers and Responsibilities of the Administrator.
The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:
|
(a)
|
To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;
|
(b)
|
To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;
|
(c)
|
To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
|
(d)
|
To administer the claims and review procedures specified in Section 12.2;
|
(e)
|
To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;
|
(f)
|
To determine the person or persons to whom such benefits will be paid;
|
(g)
|
To authorize the payment of benefits;
|
(h)
|
To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;
|
(i)
|
To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
|
(j)
|
By written instrument, to allocate and delegate its responsibilities, including the formation of an administrative committee to administer the Plan.
|
12.2
|
Claims and Review Procedures.
|
12.3
|
Plan Administrative Costs.
All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Plan to the extent not paid by the Employer.
|
13.1
|
Unsecured General Creditor of the Employer.
Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer. Each Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
|
13.2
|
Employer’s Liability.
Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral elections entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral election or agreements. An Employer shall have no liability to Participants employed by other Employers.
|
13.3
|
Limitation of Rights.
Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.
|
13.4
|
Anti-Assignment.
Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p), none of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder. Notwithstanding the preceding, the benefit payable from a Participant’s Account may be reduced, at the discretion of the administrator, to satisfy any debt or liability to the Employer.
|
13.5
|
Facility of Payment.
If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.
|
13.6
|
Notices.
Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the following address: 8000 South Federal Way, Boise, ID 83707, and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified.
|
13.7
|
Tax Withholding.
If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.
|
13.8
|
Indemnification.
|
(a)
|
Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.
|
(b)
|
The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.
|
(c)
|
Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan.
|
(d)
|
The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.
|
(e)
|
For the purposes of this Section, the following definitions shall apply:
|
(i)
|
“Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan.
|
(ii)
|
“Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration.
|
13.9
|
Successors.
The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the Participant and the Participant’s designated Beneficiaries.
|
13.10
|
Disclaimer.
It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A.
|
13.11
|
Governing Law.
The Plan will be construed, administered and enforced according to the laws of Delaware.
|
|
|
MICRON TECHNOLOGY, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ April Arnzen
|
|
|
By: April Arnzen
Its:SVP, Human Resources
|
|
|
|
MICRON TECHNOLOGY, INC.
|
|
|
|
|
|
|
By:
|
/s/ Donald E. Whitt, Jr.
|
|
Name: Donald E. Whitt, Jr.
Title: CVP, Tax & Treasury
|
|
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent
|
|
|
|
|
|
|
By:
|
/s/ Jonathon Rauen
|
|
Name: Jonathon Rauen
Title: Authorized Signatory
|
|
MICRON TECHNOLOGY, INC.
|
|
|
|
|
|
|
By:
|
|
|
Name:
Title:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Micron Technology, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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.
|
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;
|
c.
|
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
|
d.
|
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
|
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
|
b.
|
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:
|
June 22, 2018
|
/s/ Sanjay Mehrotra
|
|
|
Sanjay Mehrotra
President and Chief Executive Officer and Director |
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Micron Technology, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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.
|
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;
|
c.
|
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
|
d.
|
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
|
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
|
b.
|
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:
|
June 22, 2018
|
/s/ David A. Zinsner
|
|
|
David A. Zinsner
Senior Vice President and Chief Financial Officer
|
Date:
|
June 22, 2018
|
/s/ Sanjay Mehrotra
|
|
|
Sanjay Mehrotra
President and Chief Executive Officer and Director
|
Date:
|
June 22, 2018
|
/s/ David A. Zinsner
|
|
|
David A. Zinsner
Senior Vice President and Chief Financial Officer
|