|
|
|
|
|
(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
|
Smaller Reporting Company
o
|
Emerging Growth Company
o
|
|
|
|
|
|
Term
|
|
Definition
|
|
Term
|
|
Definition
|
2022 Term Loan B
|
|
Senior Secured Term Loan B due 2022
|
|
MMJ Group
|
|
MMJ and its subsidiaries
|
2025 Notes
|
|
5.50% Senior Notes due 2025
|
|
MMT
|
|
Micron Memory Taiwan Co., Ltd.
|
2032D Notes
|
|
3.13% Convertible Senior Notes due 2032
|
|
MTTW
|
|
Micron Technology Taiwan, Inc.
|
2033F Notes
|
|
2.13% Convertible Senior Notes due 2033
|
|
Qimonda
|
|
Qimonda AG
|
2043G Notes
|
|
3.00% Convertible Senior Notes due 2043
|
|
R&D
|
|
Research and Development
|
IMFT
|
|
IM Flash Technologies, LLC
|
|
SG&A
|
|
Selling, General, and Administrative
|
Inotera
|
|
Inotera Memories, Inc.
|
|
SSD
|
|
Solid-State Drive
|
Intel
|
|
Intel Corporation
|
|
TLC
|
|
Triple-Level Cell
|
Micron
|
|
Micron Technology, Inc. (Parent Company)
|
|
VIE
|
|
Variable Interest Entity
|
MMJ
|
|
Micron Memory Japan, Inc.
|
|
|
|
|
Micron Consumer Products Group, Inc
|
|
Micron Semiconductor Products, Inc.
|
Micron Europe Limited
|
|
Micron Semiconductor (Shanghai) Co. Ltd.
|
Micron Semiconductor B.V.,
|
|
Micron Semiconductor (Xi’an) Co., Ltd.
|
Micron Semiconductor (Deutschland) GmbH
|
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Revenue
|
|
$
|
7,913
|
|
|
$
|
6,803
|
|
Cost of goods sold
|
|
3,298
|
|
|
3,056
|
|
||
Gross margin
|
|
4,615
|
|
|
3,747
|
|
||
|
|
|
|
|
||||
Selling, general, and administrative
|
|
209
|
|
|
191
|
|
||
Research and development
|
|
611
|
|
|
448
|
|
||
Other operating (income) expense, net
|
|
36
|
|
|
11
|
|
||
Operating income
|
|
3,759
|
|
|
3,097
|
|
||
|
|
|
|
|
||||
Interest income
|
|
38
|
|
|
23
|
|
||
Interest expense
|
|
(33
|
)
|
|
(124
|
)
|
||
Other non-operating income (expense), net
|
|
9
|
|
|
(204
|
)
|
||
|
|
3,773
|
|
|
2,792
|
|
||
|
|
|
|
|
||||
Income tax provision
|
|
(477
|
)
|
|
(114
|
)
|
||
Net income
|
|
3,296
|
|
|
2,678
|
|
||
|
|
|
|
|
||||
Net income attributable to noncontrolling interests
|
|
(3
|
)
|
|
—
|
|
||
Net income attributable to Micron
|
|
$
|
3,293
|
|
|
$
|
2,678
|
|
|
|
|
|
|
||||
Earnings per share
|
|
|
|
|
||||
Basic
|
|
$
|
2.91
|
|
|
$
|
2.36
|
|
Diluted
|
|
2.81
|
|
|
2.19
|
|
||
|
|
|
|
|
||||
Number of shares used in per share calculations
|
|
|
|
|
||||
Basic
|
|
1,133
|
|
|
1,134
|
|
||
Diluted
|
|
1,174
|
|
|
1,225
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Net income
|
|
$
|
3,296
|
|
|
$
|
2,678
|
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||
Gains (losses) on derivative instruments
|
|
(12
|
)
|
|
(3
|
)
|
||
Unrealized gains (losses) on investments
|
|
(3
|
)
|
|
(1
|
)
|
||
Pension liability adjustments
|
|
—
|
|
|
(1
|
)
|
||
Other comprehensive income (loss)
|
|
(15
|
)
|
|
(5
|
)
|
||
Total comprehensive income
|
|
3,281
|
|
|
2,673
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(3
|
)
|
|
—
|
|
||
Comprehensive income attributable to Micron
|
|
$
|
3,278
|
|
|
$
|
2,673
|
|
As of
|
|
November 29,
2018 |
|
August 30,
2018 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
4,447
|
|
|
$
|
6,506
|
|
Short-term investments
|
|
1,116
|
|
|
296
|
|
||
Receivables
|
|
5,418
|
|
|
5,478
|
|
||
Inventories
|
|
3,876
|
|
|
3,595
|
|
||
Other current assets
|
|
182
|
|
|
164
|
|
||
Total current assets
|
|
15,039
|
|
|
16,039
|
|
||
Long-term marketable investments
|
|
1,565
|
|
|
473
|
|
||
Property, plant, and equipment
|
|
24,807
|
|
|
23,672
|
|
||
Intangible assets
|
|
356
|
|
|
331
|
|
||
Deferred tax assets
|
|
842
|
|
|
1,022
|
|
||
Goodwill
|
|
1,228
|
|
|
1,228
|
|
||
Other noncurrent assets
|
|
758
|
|
|
611
|
|
||
Total assets
|
|
$
|
44,595
|
|
|
$
|
43,376
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
4,200
|
|
|
$
|
4,374
|
|
Current debt
|
|
398
|
|
|
859
|
|
||
Other current liabilities
|
|
591
|
|
|
521
|
|
||
Total current liabilities
|
|
5,189
|
|
|
5,754
|
|
||
Long-term debt
|
|
3,734
|
|
|
3,777
|
|
||
Other noncurrent liabilities
|
|
834
|
|
|
581
|
|
||
Total liabilities
|
|
9,757
|
|
|
10,112
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
2
|
|
|
3
|
|
||
Redeemable noncontrolling interest
|
|
97
|
|
|
97
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,172 shares issued and 1,120 outstanding (1,170 shares issued and 1,161 outstanding as of August 30, 2018)
|
117
|
|
|
117
|
|
|||
Additional capital
|
|
8,350
|
|
|
8,201
|
|
||
Retained earnings
|
|
27,769
|
|
|
24,395
|
|
||
Treasury stock, 52 shares held (9 shares as of August 30, 2018)
|
|
(2,362
|
)
|
|
(429
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(5
|
)
|
|
10
|
|
||
Total Micron shareholders' equity
|
|
33,869
|
|
|
32,294
|
|
||
Noncontrolling interests in subsidiaries
|
|
870
|
|
|
870
|
|
||
Total equity
|
|
34,739
|
|
|
33,164
|
|
||
Total liabilities and equity
|
|
$
|
44,595
|
|
|
$
|
43,376
|
|
|
|
Micron Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Total Micron Shareholders' Equity
|
|
Noncontrolling Interests in Subsidiaries
|
|
Total Equity
|
|||||||||||||||||||
|
|
Number
of Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at August 30, 2018
|
|
1,170
|
|
|
$
|
117
|
|
|
$
|
8,201
|
|
|
$
|
24,395
|
|
|
$
|
(429
|
)
|
|
$
|
10
|
|
|
$
|
32,294
|
|
|
$
|
870
|
|
|
$
|
33,164
|
|
Cumulative effect of adopting new accounting standards
|
|
|
|
|
|
|
|
92
|
|
|
|
|
|
|
92
|
|
|
|
|
92
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
3,293
|
|
|
|
|
|
|
3,293
|
|
|
—
|
|
|
3,293
|
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(15
|
)
|
|
(15
|
)
|
|
|
|
(15
|
)
|
||||||||||||||
Stock issued under stock plans
|
|
3
|
|
|
—
|
|
|
15
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
15
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
61
|
|
|
|
|
|
|
|
|
61
|
|
|
|
|
61
|
|
||||||||||||||
Repurchase of stock
|
|
(1
|
)
|
|
—
|
|
|
108
|
|
|
(11
|
)
|
|
(1,933
|
)
|
|
|
|
(1,836
|
)
|
|
|
|
(1,836
|
)
|
||||||||||
Reclassification of redeemable convertible notes, net
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
||||||||||||||
Conversion and repurchase of convertible notes
|
|
|
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
(36
|
)
|
|
|
|
(36
|
)
|
||||||||||||||
Balance at November 29, 2018
|
|
1,172
|
|
|
$
|
117
|
|
|
$
|
8,350
|
|
|
$
|
27,769
|
|
|
$
|
(2,362
|
)
|
|
$
|
(5
|
)
|
|
$
|
33,869
|
|
|
$
|
870
|
|
|
$
|
34,739
|
|
|
|
Micron Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Total Micron Shareholders' Equity
|
|
Noncontrolling Interests in Subsidiaries
|
|
Total Equity
|
|||||||||||||||||||
|
|
Number
of Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at August 31, 2017
|
|
1,116
|
|
|
$
|
112
|
|
|
$
|
8,287
|
|
|
$
|
10,260
|
|
|
$
|
(67
|
)
|
|
$
|
29
|
|
|
$
|
18,621
|
|
|
$
|
849
|
|
|
$
|
19,470
|
|
Net income
|
|
|
|
|
|
|
|
2,678
|
|
|
|
|
|
|
2,678
|
|
|
—
|
|
|
2,678
|
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
(5
|
)
|
|
|
|
(5
|
)
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
18
|
|
|||||||||||||||
Stock issued in public offering
|
|
34
|
|
|
3
|
|
|
1,363
|
|
|
|
|
|
|
|
|
1,366
|
|
|
|
|
1,366
|
|
||||||||||||
Stock issued under stock plans
|
|
9
|
|
|
1
|
|
|
105
|
|
|
|
|
|
|
|
|
106
|
|
|
|
|
106
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
51
|
|
||||||||||||||
Repurchase of stock
|
|
(1
|
)
|
|
—
|
|
|
(90
|
)
|
|
|
|
67
|
|
|
|
|
(23
|
)
|
|
|
|
(23
|
)
|
|||||||||||
Reclassification of redeemable convertible notes, net
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
||||||||||||||
Conversion and repurchase of convertible notes
|
|
|
|
|
|
(271
|
)
|
|
|
|
|
|
|
|
(271
|
)
|
|
|
|
(271
|
)
|
||||||||||||||
Balance at November 30, 2017
|
|
1,158
|
|
|
$
|
116
|
|
|
$
|
9,448
|
|
|
$
|
12,938
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
22,526
|
|
|
$
|
867
|
|
|
$
|
23,393
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
3,296
|
|
|
$
|
2,678
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation expense and amortization of intangible assets
|
|
1,335
|
|
|
1,090
|
|
||
Amortization of debt discount and other costs
|
|
18
|
|
|
29
|
|
||
Stock-based compensation
|
|
61
|
|
|
51
|
|
||
(Gain) loss on debt prepayments, repurchases, and conversions
|
|
(14
|
)
|
|
195
|
|
||
Change in operating assets and liabilities
|
|
|
|
|
|
|
||
Receivables
|
|
189
|
|
|
(121
|
)
|
||
Inventories
|
|
(286
|
)
|
|
(37
|
)
|
||
Deferred tax assets
|
|
192
|
|
|
37
|
|
||
Accounts payable and accrued expenses
|
|
(46
|
)
|
|
(230
|
)
|
||
Other
|
|
65
|
|
|
(56
|
)
|
||
Net cash provided by operating activities
|
|
4,810
|
|
|
3,636
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Expenditures for property, plant, and equipment
|
|
(2,700
|
)
|
|
(1,956
|
)
|
||
Purchases of available-for-sale securities
|
|
(2,047
|
)
|
|
(186
|
)
|
||
Proceeds from government incentives
|
|
236
|
|
|
—
|
|
||
Proceeds from sales of available-for-sale securities
|
|
77
|
|
|
554
|
|
||
Proceeds from maturities of available-for-sale securities
|
|
60
|
|
|
85
|
|
||
Other
|
|
(53
|
)
|
|
69
|
|
||
Net cash provided by (used for) investing activities
|
|
(4,427
|
)
|
|
(1,434
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Payments to acquire treasury stock
|
|
(1,836
|
)
|
|
(23
|
)
|
||
Repayments of debt
|
|
(577
|
)
|
|
(2,744
|
)
|
||
Payments on equipment purchase contracts
|
|
(20
|
)
|
|
(133
|
)
|
||
Proceeds from issuance of stock
|
|
15
|
|
|
1,472
|
|
||
Proceeds from issuance of debt
|
|
—
|
|
|
150
|
|
||
Other
|
|
(17
|
)
|
|
(4
|
)
|
||
Net cash provided by (used for) financing activities
|
|
(2,435
|
)
|
|
(1,282
|
)
|
||
|
|
|
|
|
||||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
|
(10
|
)
|
|
(6
|
)
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
(2,062
|
)
|
|
914
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
6,587
|
|
|
5,216
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
4,525
|
|
|
$
|
6,130
|
|
Quarter ended November 29, 2018
|
|
As Reported
|
|
Adjustments
|
|
Amounts Without the Effects of Adoption of ASC 606
|
||||||
Revenue
|
|
$
|
7,913
|
|
|
$
|
(95
|
)
|
|
$
|
7,818
|
|
Cost of goods sold
|
|
3,298
|
|
|
(41
|
)
|
|
3,257
|
|
|||
Interest expense
|
|
(33
|
)
|
|
2
|
|
|
(31
|
)
|
|||
Income tax provision
|
|
(477
|
)
|
|
3
|
|
|
(474
|
)
|
|||
Net income attributable to Micron
|
|
3,293
|
|
|
(49
|
)
|
|
3,244
|
|
As of November 29, 2018
|
|
As Reported
|
|
Adjustments
|
|
Amounts Without the Effects of Adoption of ASC 606
|
||||||
Receivables
|
|
$
|
5,418
|
|
|
$
|
(161
|
)
|
|
$
|
5,257
|
|
Other current assets
|
|
182
|
|
|
(41
|
)
|
|
141
|
|
|||
Deferred tax assets
|
|
842
|
|
|
92
|
|
|
934
|
|
|||
Accounts payable and accrued expenses
|
|
4,200
|
|
|
(2
|
)
|
|
4,198
|
|
|||
Other current liabilities
|
|
591
|
|
|
(8
|
)
|
|
583
|
|
|||
Other noncurrent liabilities
|
|
834
|
|
|
(1
|
)
|
|
833
|
|
|||
Retained earnings
|
|
27,769
|
|
|
(99
|
)
|
|
27,670
|
|
As of
|
|
November 29, 2018
|
|
August 30, 2018
|
||||||||||||||||||||||||||||
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(1)
|
|
Total Fair Value
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(1)
|
|
Total Fair Value
|
||||||||||||||||
Cash
|
|
$
|
2,073
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,073
|
|
|
$
|
3,223
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,223
|
|
Level 1
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
2,014
|
|
|
—
|
|
|
—
|
|
|
2,014
|
|
|
2,443
|
|
|
—
|
|
|
—
|
|
|
2,443
|
|
||||||||
Level 2
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate bonds
|
|
56
|
|
|
588
|
|
|
943
|
|
|
1,587
|
|
|
3
|
|
|
172
|
|
|
272
|
|
|
447
|
|
||||||||
Government securities
|
|
158
|
|
|
309
|
|
|
243
|
|
|
710
|
|
|
5
|
|
|
63
|
|
|
103
|
|
|
171
|
|
||||||||
Asset-backed securities
|
|
2
|
|
|
78
|
|
|
369
|
|
|
449
|
|
|
—
|
|
|
34
|
|
|
96
|
|
|
130
|
|
||||||||
Commercial paper
|
|
74
|
|
|
82
|
|
|
—
|
|
|
156
|
|
|
26
|
|
|
16
|
|
|
—
|
|
|
42
|
|
||||||||
Certificates of deposit
|
|
70
|
|
|
59
|
|
|
10
|
|
|
139
|
|
|
806
|
|
|
11
|
|
|
2
|
|
|
819
|
|
||||||||
|
|
4,447
|
|
|
$
|
1,116
|
|
|
$
|
1,565
|
|
|
$
|
7,128
|
|
|
6,506
|
|
|
$
|
296
|
|
|
$
|
473
|
|
|
$
|
7,275
|
|
||
Restricted cash
(4)
|
|
78
|
|
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
||||||||||||||
Cash, cash equivalents, and restricted cash
|
|
$
|
4,525
|
|
|
|
|
|
|
|
|
$
|
6,587
|
|
|
|
|
|
|
|
(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
November 29, 2018
or
August 30, 2018
.
|
(4)
|
Restricted cash is included in other noncurrent assets and primarily consisted of balances related to the MMJ Creditor Payments. The restrictions on the MMJ Creditor Payments lapse upon approval by the trustees and/or Tokyo District Court.
|
As of
|
|
November 29,
2018 |
|
August 30,
2018 |
||||
Trade receivables
|
|
$
|
4,980
|
|
|
$
|
5,056
|
|
Income and other taxes
|
|
226
|
|
|
161
|
|
||
Other
|
|
212
|
|
|
261
|
|
||
|
|
$
|
5,418
|
|
|
$
|
5,478
|
|
As of
|
|
November 29,
2018 |
|
August 30,
2018 |
||||
Finished goods
|
|
$
|
745
|
|
|
$
|
815
|
|
Work in process
|
|
2,643
|
|
|
2,357
|
|
||
Raw materials and supplies
|
|
488
|
|
|
423
|
|
||
|
|
$
|
3,876
|
|
|
$
|
3,595
|
|
As of
|
|
November 29,
2018 |
|
August 30,
2018 |
||||
Land
|
|
$
|
346
|
|
|
$
|
345
|
|
Buildings
|
|
9,006
|
|
|
8,680
|
|
||
Equipment
(1)
|
|
39,652
|
|
|
38,249
|
|
||
Construction in progress
(2)
|
|
1,467
|
|
|
1,162
|
|
||
Software
|
|
732
|
|
|
655
|
|
||
|
|
51,203
|
|
|
49,091
|
|
||
Accumulated depreciation
|
|
(26,396
|
)
|
|
(25,419
|
)
|
||
|
|
$
|
24,807
|
|
|
$
|
23,672
|
|
(1)
|
Included costs related to equipment not placed into service of
$1.85 billion
and
$1.73 billion
, as of
November 29, 2018
and
August 30, 2018
, respectively.
|
(2)
|
Included building-related construction, tool installation, and software costs for assets not yet placed into service.
|
As of
|
|
November 29, 2018
|
|
August 30, 2018
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
Product and process technology
|
|
$
|
713
|
|
|
$
|
(357
|
)
|
|
$
|
567
|
|
|
$
|
(344
|
)
|
Non-amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
In-process R&D
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total intangible assets
|
|
$
|
713
|
|
|
$
|
(357
|
)
|
|
$
|
675
|
|
|
$
|
(344
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
1,228
|
|
|
|
|
$
|
1,228
|
|
|
|
As of
|
|
November 29,
2018 |
|
August 30,
2018 |
||||
Accounts payable
|
|
$
|
1,683
|
|
|
$
|
1,692
|
|
Property, plant, and equipment payables
|
|
1,213
|
|
|
1,238
|
|
||
Income and other taxes
|
|
569
|
|
|
402
|
|
||
Salaries, wages, and benefits
|
|
550
|
|
|
841
|
|
||
Other
|
|
185
|
|
|
201
|
|
||
|
|
$
|
4,200
|
|
|
$
|
4,374
|
|
As of
|
|
November 29, 2018
|
|
August 30, 2018
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Net Carrying Amount
|
|
Net Carrying Amount
|
||||||||||||||||||||||
Instrument
|
|
Stated Rate
|
|
Effective Rate
|
|
Current
|
|
Long-Term
|
|
Total
|
|
Current
|
|
Long-Term
|
|
Total
|
||||||||||||||
IMFT Member Debt
|
|
N/A
|
|
|
N/A
|
|
|
$
|
—
|
|
|
$
|
1,009
|
|
|
$
|
1,009
|
|
|
$
|
—
|
|
|
$
|
1,009
|
|
|
$
|
1,009
|
|
Capital lease obligations
|
|
N/A
|
|
|
4.03
|
%
|
|
289
|
|
|
509
|
|
|
798
|
|
|
310
|
|
|
536
|
|
|
846
|
|
||||||
MMJ Creditor Payments
|
|
N/A
|
|
|
9.76
|
%
|
|
1
|
|
|
172
|
|
|
173
|
|
|
309
|
|
|
183
|
|
|
492
|
|
||||||
2022 Term Loan B
|
|
4.06
|
%
|
|
4.47
|
%
|
|
5
|
|
|
719
|
|
|
724
|
|
|
5
|
|
|
720
|
|
|
725
|
|
||||||
2025 Notes
|
|
5.50
|
%
|
|
5.56
|
%
|
|
—
|
|
|
515
|
|
|
515
|
|
|
—
|
|
|
515
|
|
|
515
|
|
||||||
2032D Notes
(1)(2)
|
|
3.13
|
%
|
|
6.33
|
%
|
|
36
|
|
|
124
|
|
|
160
|
|
|
—
|
|
|
132
|
|
|
132
|
|
||||||
2033F Notes
(1)(3)
|
|
2.13
|
%
|
|
4.93
|
%
|
|
67
|
|
|
—
|
|
|
67
|
|
|
235
|
|
|
—
|
|
|
235
|
|
||||||
2043G Notes
(1)
|
|
3.00
|
%
|
|
6.76
|
%
|
|
—
|
|
|
686
|
|
|
686
|
|
|
—
|
|
|
682
|
|
|
682
|
|
||||||
|
|
|
|
|
|
$
|
398
|
|
|
$
|
3,734
|
|
|
$
|
4,132
|
|
|
$
|
859
|
|
|
$
|
3,777
|
|
|
$
|
4,636
|
|
(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 September 30, 2018, these notes are convertible by the holders at any time through the calendar quarter ended December 31, 2018. Additionally, the closing price of our common stock also exceeded the thresholds for our 2032D Notes and 2033F Notes for the calendar quarter ended December 31, 2018; therefore, such notes are convertible by the holders at any time through March 31, 2019.
|
(2)
|
Current debt as of
November 29, 2018
included an aggregate of
$36 million
for the settlement obligation (including principal and amounts in excess of principal) for conversions of our 2032D Notes that will settle in cash in the second quarter of 2019.
|
(3)
|
The 2033F Notes were classified as current as of
November 29, 2018
because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
|
Three months ended November 29, 2018
|
|
Decrease in Principal
|
|
Increase (Decrease) in Carrying Value
|
|
Decrease in Cash
|
|
Decrease in Equity
|
|
Gain (Loss)
|
||||||||||
Settled conversions
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2033F Notes
|
|
$
|
(38
|
)
|
|
$
|
(169
|
)
|
|
$
|
(164
|
)
|
|
$
|
(8
|
)
|
|
$
|
13
|
|
Conversions not settled
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2032D Notes
(1)
|
|
—
|
|
|
27
|
|
|
—
|
|
|
(28
|
)
|
|
1
|
|
|||||
|
|
$
|
(38
|
)
|
|
$
|
(142
|
)
|
|
$
|
(164
|
)
|
|
$
|
(36
|
)
|
|
$
|
14
|
|
(1)
|
As of November 29, 2018, an aggregate of
$10 million
principal amount of our 20332D Notes (with a carrying value of
$36 million
) had converted but not settled. These notes will settle in the second quarter of 2019 in cash.
|
As of
|
|
November 29, 2018
|
|
August 30, 2018
|
||||||||||
|
|
Balance
|
|
Percentage
|
|
Balance
|
|
Percentage
|
||||||
IMFT
|
|
$
|
853
|
|
|
49
|
%
|
|
$
|
853
|
|
|
49
|
%
|
Other
|
|
17
|
|
|
Various
|
|
|
17
|
|
|
Various
|
|
||
|
|
$
|
870
|
|
|
|
|
$
|
870
|
|
|
|
As of
|
|
November 29,
2018 |
|
August 30,
2018 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
169
|
|
|
$
|
91
|
|
Receivables
|
|
120
|
|
|
126
|
|
||
Inventories
|
|
105
|
|
|
114
|
|
||
Other current assets
|
|
3
|
|
|
8
|
|
||
Total current assets
|
|
397
|
|
|
339
|
|
||
Property, plant, and equipment
|
|
2,539
|
|
|
2,641
|
|
||
Other noncurrent assets
|
|
46
|
|
|
45
|
|
||
Total assets
|
|
$
|
2,982
|
|
|
$
|
3,025
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
102
|
|
|
$
|
138
|
|
Current debt
|
|
16
|
|
|
20
|
|
||
Other current liabilities
|
|
8
|
|
|
9
|
|
||
Total current liabilities
|
|
126
|
|
|
167
|
|
||
Long-term debt
|
|
1,064
|
|
|
1,064
|
|
||
Other noncurrent liabilities
|
|
71
|
|
|
74
|
|
||
Total liabilities
|
|
$
|
1,261
|
|
|
$
|
1,305
|
|
As of
|
|
November 29, 2018
|
|
August 30, 2018
|
||||||||||||
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
Notes and MMJ Creditor Payments
|
$
|
2,459
|
|
|
$
|
2,421
|
|
|
$
|
2,798
|
|
|
$
|
2,741
|
|
|
Convertible notes
|
|
2,125
|
|
|
913
|
|
|
3,124
|
|
|
1,049
|
|
|
|
Gross Notional Amount
(1)
|
|
Fair Value of
|
||||||||
Current Assets
(2)
|
|
Current Liabilities
(3)
|
||||||||||
As of November 29, 2018
|
|
|
|
|
|
|
||||||
Derivative instruments with hedge accounting designation
|
|
|
|
|
|
|
||||||
Cash flow currency hedges
|
|
$
|
417
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
|
|
|
|
|
|
||||||
Derivative instruments without hedge accounting designation
|
|
|
|
|
|
|
||||||
Non-designated currency hedges
|
|
2,555
|
|
|
12
|
|
|
(17
|
)
|
|||
Convertible notes settlement obligation
(4)
|
|
|
|
—
|
|
|
(37
|
)
|
||||
|
|
|
|
12
|
|
|
(54
|
)
|
||||
|
|
|
|
|
|
|
||||||
|
|
|
|
$
|
12
|
|
|
$
|
(64
|
)
|
||
|
|
|
|
|
|
|
||||||
As of August 30, 2018
|
|
|
|
|
|
|
||||||
Derivative instruments with hedge accounting designation
|
|
|
|
|
|
|
||||||
Cash flow currency hedges
|
|
$
|
538
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
|
|
|
|
|
|
||||||
Derivative instruments without hedge accounting designation
|
|
|
|
|
|
|
||||||
Non-designated currency hedges
|
|
1,919
|
|
|
14
|
|
|
(10
|
)
|
|||
Convertible notes settlement obligation
(4)
|
|
|
|
—
|
|
|
(167
|
)
|
||||
|
|
|
|
|
14
|
|
|
(177
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
$
|
14
|
|
|
$
|
(190
|
)
|
(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)
|
Notional amounts of convertible notes settlement obligations as of
November 29, 2018
and August 30, 2018 were
1 million
and
3 million
shares of our common stock, respectively.
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Stock options granted
|
|
—
|
|
|
1
|
|
||
Weighted-average grant-date fair value per share
|
|
$
|
19.50
|
|
|
$
|
17.67
|
|
Average expected life in years
|
|
5.4
|
|
|
5.6
|
|
||
Weighted-average expected volatility
|
|
44
|
%
|
|
44
|
%
|
||
Weighted-average risk-free interest rate
|
|
2.9
|
%
|
|
2.1
|
%
|
||
Expected dividend yield
|
|
0.0
|
%
|
|
0.0
|
%
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Restricted stock award shares granted
|
|
6
|
|
|
2
|
|
||
Weighted-average grant-date fair value per share
|
|
$
|
39.02
|
|
|
$
|
39.01
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Stock-based compensation expense by caption
|
|
|
|
|
||||
Cost of goods sold
|
|
$
|
26
|
|
|
$
|
20
|
|
Selling, general, and administrative
|
|
19
|
|
|
18
|
|
||
Research and development
|
|
16
|
|
|
13
|
|
||
|
|
$
|
61
|
|
|
$
|
51
|
|
|
|
|
|
|
||||
Stock-based compensation expense by type of award
|
|
|
|
|
||||
Restricted stock awards
|
|
$
|
41
|
|
|
$
|
34
|
|
Stock options
|
|
12
|
|
|
17
|
|
||
Employee Stock Purchase Plan
|
|
8
|
|
|
—
|
|
||
|
|
$
|
61
|
|
|
$
|
51
|
|
As of
|
|
November 29,
2018 |
|
Opening Balance as of August 31, 2018
|
||||
Contract liabilities from customer advances
|
|
$
|
183
|
|
|
$
|
235
|
|
Other contract liabilities
|
|
115
|
|
|
113
|
|
||
|
|
$
|
298
|
|
|
$
|
348
|
|
Contract liabilities balance as of August 31, 2018
|
$
|
348
|
|
Revenue recognized from beginning balance
|
(117
|
)
|
|
Additions and other activity
|
67
|
|
|
Contract liabilities balance as of November 29, 2018
|
$
|
298
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Restructure and asset impairments
|
|
$
|
33
|
|
|
$
|
6
|
|
Other
|
|
3
|
|
|
5
|
|
||
|
|
$
|
36
|
|
|
$
|
11
|
|
Quarter ended
|
|
November 29, 2018
|
|
November 30, 2017
|
||||
Gain (loss) on debt prepayments, repurchases, and conversions
|
|
$
|
14
|
|
|
$
|
(195
|
)
|
Loss from changes in currency exchange rates
|
|
(5
|
)
|
|
(9
|
)
|
||
|
|
$
|
9
|
|
|
$
|
(204
|
)
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Income tax provision, excluding items below
|
|
$
|
(378
|
)
|
|
$
|
(88
|
)
|
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW
|
|
(52
|
)
|
|
(26
|
)
|
||
Repatriation Tax, net of adjustments related to uncertain tax positions
|
|
(47
|
)
|
|
—
|
|
||
|
|
$
|
(477
|
)
|
|
$
|
(114
|
)
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Net income attributable to Micron – Basic and Diluted
|
|
$
|
3,293
|
|
|
$
|
2,678
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – Basic
|
|
1,133
|
|
|
1,134
|
|
||
Dilutive effect of equity plans and convertible notes
|
|
41
|
|
|
91
|
|
||
Weighted-average common shares outstanding – Diluted
|
|
1,174
|
|
|
1,225
|
|
||
|
|
|
|
|
||||
Earnings per share
|
|
|
|
|
||||
Basic
|
|
$
|
2.91
|
|
|
$
|
2.36
|
|
Diluted
|
|
2.81
|
|
|
2.19
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
Revenue
|
|
|
|
|
||||
CNBU
|
|
$
|
3,604
|
|
|
$
|
3,212
|
|
MBU
|
|
2,212
|
|
|
1,365
|
|
||
SBU
|
|
1,143
|
|
|
1,383
|
|
||
EBU
|
|
933
|
|
|
830
|
|
||
All Other
|
|
21
|
|
|
13
|
|
||
|
|
$
|
7,913
|
|
|
$
|
6,803
|
|
|
|
|
|
|
||||
Operating income (loss)
|
|
|
|
|
||||
CNBU
|
|
$
|
2,211
|
|
|
$
|
1,914
|
|
MBU
|
|
1,203
|
|
|
505
|
|
||
SBU
|
|
80
|
|
|
400
|
|
||
EBU
|
|
387
|
|
|
342
|
|
||
All Other
|
|
6
|
|
|
(4
|
)
|
||
|
|
3,887
|
|
|
3,157
|
|
||
|
|
|
|
|
||||
Unallocated
|
|
|
|
|
||||
Stock-based compensation
|
|
(61
|
)
|
|
(51
|
)
|
||
Restructure and asset impairments
|
|
(30
|
)
|
|
(6
|
)
|
||
Employee severance, start-up costs, and other
|
|
(37
|
)
|
|
(3
|
)
|
||
|
|
(128
|
)
|
|
$
|
(60
|
)
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
3,759
|
|
|
$
|
3,097
|
|
Quarter ended
|
|
November 29,
2018 |
|
November 30,
2017 |
||||
DRAM
|
|
$
|
5,373
|
|
|
$
|
4,562
|
|
NAND
|
|
2,179
|
|
|
1,898
|
|
||
Other (primarily 3D XPoint memory and NOR)
|
|
361
|
|
|
343
|
|
||
|
|
$
|
7,913
|
|
|
$
|
6,803
|
|
|
|
First Quarter
|
|
Fourth Quarter
|
|
First Quarter
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
2018
|
|||||||||||||||
Revenue
|
|
$
|
7,913
|
|
|
100
|
%
|
|
$
|
8,440
|
|
|
100
|
%
|
|
$
|
6,803
|
|
|
100
|
%
|
Cost of goods sold
|
|
3,298
|
|
|
42
|
%
|
|
3,289
|
|
|
39
|
%
|
|
3,056
|
|
|
45
|
%
|
|||
Gross margin
|
|
4,615
|
|
|
58
|
%
|
|
5,151
|
|
|
61
|
%
|
|
3,747
|
|
|
55
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general, and administrative
|
|
209
|
|
|
3
|
%
|
|
215
|
|
|
3
|
%
|
|
191
|
|
|
3
|
%
|
|||
Research and development
|
|
611
|
|
|
8
|
%
|
|
567
|
|
|
7
|
%
|
|
448
|
|
|
7
|
%
|
|||
Other operating (income) expense, net
|
|
36
|
|
|
—
|
%
|
|
(8
|
)
|
|
—
|
%
|
|
11
|
|
|
—
|
%
|
|||
Operating income
|
|
3,759
|
|
|
48
|
%
|
|
4,377
|
|
|
52
|
%
|
|
3,097
|
|
|
46
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
|
5
|
|
|
—
|
%
|
|
(16
|
)
|
|
—
|
%
|
|
(101
|
)
|
|
(1
|
)%
|
|||
Other non-operating income (expense), net
|
|
9
|
|
|
—
|
%
|
|
(15
|
)
|
|
—
|
%
|
|
(204
|
)
|
|
(3
|
)%
|
|||
Income tax provision
|
|
(477
|
)
|
|
(6
|
)%
|
|
(20
|
)
|
|
—
|
%
|
|
(114
|
)
|
|
(2
|
)%
|
|||
Net income attributable to noncontrolling interests
|
|
(3
|
)
|
|
—
|
%
|
|
(1
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Net income attributable to Micron
|
|
$
|
3,293
|
|
|
42
|
%
|
|
$
|
4,325
|
|
|
51
|
%
|
|
$
|
2,678
|
|
|
39
|
%
|
|
|
First Quarter
|
|
Fourth Quarter
|
|
First Quarter
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
2018
|
|||||||||||||||
CNBU
|
|
$
|
3,604
|
|
|
46
|
%
|
|
$
|
4,361
|
|
|
52
|
%
|
|
$
|
3,212
|
|
|
47
|
%
|
MBU
|
|
2,212
|
|
|
28
|
%
|
|
1,895
|
|
|
22
|
%
|
|
1,365
|
|
|
20
|
%
|
|||
SBU
|
|
1,143
|
|
|
14
|
%
|
|
1,242
|
|
|
15
|
%
|
|
1,383
|
|
|
20
|
%
|
|||
EBU
|
|
933
|
|
|
12
|
%
|
|
923
|
|
|
11
|
%
|
|
830
|
|
|
12
|
%
|
|||
All Other
|
|
21
|
|
|
—
|
%
|
|
19
|
|
|
—
|
%
|
|
13
|
|
|
—
|
%
|
|||
|
|
$
|
7,913
|
|
|
|
|
$
|
8,440
|
|
|
|
|
|
$
|
6,803
|
|
|
|
|
|
|
First Quarter
|
|
Fourth Quarter
|
|
First Quarter
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
2018
|
|||||||||||||||
CNBU
|
|
$
|
2,211
|
|
|
61
|
%
|
|
$
|
2,915
|
|
|
67
|
%
|
|
$
|
1,914
|
|
|
60
|
%
|
MBU
|
|
1,203
|
|
|
54
|
%
|
|
979
|
|
|
52
|
%
|
|
505
|
|
|
37
|
%
|
|||
SBU
|
|
80
|
|
|
7
|
%
|
|
157
|
|
|
13
|
%
|
|
400
|
|
|
29
|
%
|
|||
EBU
|
|
387
|
|
|
41
|
%
|
|
382
|
|
|
41
|
%
|
|
342
|
|
|
41
|
%
|
|||
All Other
|
|
6
|
|
|
29
|
%
|
|
6
|
|
|
32
|
%
|
|
(4
|
)
|
|
(31
|
)%
|
|||
|
|
$
|
3,887
|
|
|
|
|
$
|
4,439
|
|
|
|
|
$
|
3,157
|
|
|
|
|
|
First Quarter
|
|
Fourth Quarter
|
|
First Quarter
|
||||||
|
|
2019
|
|
2018
|
|
2018
|
||||||
Income tax provision, excluding items below
|
|
$
|
(378
|
)
|
|
$
|
(113
|
)
|
|
$
|
(88
|
)
|
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW
|
|
(52
|
)
|
|
10
|
|
|
(26
|
)
|
|||
Repatriation Tax, net of adjustments related to uncertain tax positions
|
|
(47
|
)
|
|
83
|
|
|
—
|
|
|||
|
|
$
|
(477
|
)
|
|
$
|
(20
|
)
|
|
$
|
(114
|
)
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
|
12.6
|
%
|
|
0.5
|
%
|
|
4.1
|
%
|
|
|
First Quarter
|
||||||
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
4,810
|
|
|
$
|
3,636
|
|
Net cash provided by (used for) investing activities
|
|
(4,427
|
)
|
|
(1,434
|
)
|
||
Net cash provided by (used for) financing activities
|
|
(2,435
|
)
|
|
(1,282
|
)
|
||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
|
|
(10
|
)
|
|
(6
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
$
|
(2,062
|
)
|
|
$
|
914
|
|
|
|
Settlement Option
|
|
|
|
If Settled With Minimum Cash Required
|
|
If Settled Entirely With Cash
|
||||||||||
|
|
Principal Amount
|
|
Amount in Excess of Principal
|
|
Underlying Shares
|
|
Cash
|
|
Remainder in Shares
|
|
|||||||
2032D Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
14
|
|
|
$
|
37
|
|
|
13
|
|
|
$
|
544
|
|
2033F Notes
|
|
Cash
|
|
Cash and/or shares
|
|
6
|
|
|
69
|
|
|
5
|
|
|
240
|
|
||
2043G Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
35
|
|
|
—
|
|
|
35
|
|
|
1,324
|
|
||
|
|
|
|
|
|
55
|
|
|
$
|
106
|
|
|
53
|
|
|
$
|
2,108
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
As of November 29, 2018
|
|
Total
|
|
Remainder of 2019
|
|
2020 - 2021
|
|
|
2022 - 2023
|
|
|
2024 and Thereafter
|
||||||||
Notes payable
(1)(2)
|
|
$
|
4,213
|
|
|
$
|
113
|
|
|
$
|
594
|
|
|
$
|
855
|
|
|
$
|
2,651
|
|
Capital lease obligations
(2)
|
|
928
|
|
|
245
|
|
|
339
|
|
|
118
|
|
|
226
|
|
|||||
Operating leases
(3)
|
|
621
|
|
|
29
|
|
|
97
|
|
|
100
|
|
|
395
|
|
|||||
Total
|
|
$
|
5,762
|
|
|
$
|
387
|
|
|
$
|
1,030
|
|
|
$
|
1,073
|
|
|
$
|
3,272
|
|
(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)
|
||||
2018 from 2017
|
|
37
|
%
|
|
(11
|
)%
|
2017 from 2016
|
|
19
|
%
|
|
(9
|
)%
|
2016 from 2015
|
|
(35
|
)%
|
|
(20
|
)%
|
2015 from 2014
|
|
(11
|
)%
|
|
(17
|
)%
|
2014 from 2013
|
|
6
|
%
|
|
(23
|
)%
|
•
|
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 our product development efforts will be successful;
|
•
|
that we will be able to cost-effectively manufacture new products;
|
•
|
that we will be able to successfully market these products;
|
•
|
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
|
◦
|
ongoing or future development, manufacturing, or operational activities;
|
◦
|
the amount, timing, or nature of further investments; and
|
◦
|
commercial terms in our joint ventures or strategic relationships;
|
•
|
differences in participation on funding capital investments in our joint ventures due to differing business models or long-term business goals;
|
•
|
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.
|
•
|
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;
|
•
|
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.
|
•
|
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, compliance programs, 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.
|
•
|
export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds;
|
•
|
imposition of bans on sales of goods or services to one or more of our significant foreign customers;
|
•
|
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.
|
•
|
suspension of production;
|
•
|
remediation costs;
|
•
|
alteration of our manufacturing processes;
|
•
|
regulatory penalties, fines, and legal liabilities; and
|
•
|
reputational challenges.
|
Period
|
|
(a) Total number of shares purchased
|
|
(b) Average price paid per share
|
|
(c) Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under publicly announced plans or programs
|
||||||||
August 31, 2018
|
–
|
October 4, 2018
|
|
25,691,192
|
|
|
$
|
43.39
|
|
|
25,691,192
|
|
|
|
||
October 5, 2018
|
–
|
November 1, 2018
|
|
11,494,319
|
|
|
41.42
|
|
|
11,494,319
|
|
|
|
|||
November 2, 2018
|
–
|
November 29, 2018
|
|
5,220,139
|
|
|
40.78
|
|
|
5,220,139
|
|
|
|
|||
|
|
|
|
42,405,650
|
|
|
|
|
|
|
$
|
8,196,303,572
|
|
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
|
|
99.2
|
10/17/18
|
|
10.70
|
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:
|
December 19, 2018
|
/s/ David A. Zinsner
|
|
|
David A. Zinsner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
MICRON TECHNOLOGY, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
MICRON SEMICONDUCTOR PRODUCTS, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and an Issuing Bank
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
HSBC Bank USA, National Association,
as an Issuing Bank
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
[ ],
as a 2018 Incremental Revolving Lender
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
2018 Incremental Revolving Lender
|
2018 Incremental Revolving Commitment
|
JPMorgan Chase Bank, N.A.
|
$22,500,000
|
HSBC Bank USA, National Association
|
$22,500,000
|
BNP Paribas
|
$16,000,000
|
Credit Agricole Corporate and Investment Bank
|
$16,000,000
|
Mizuho Bank, Ltd.
|
$16,000,000
|
DBS Bank Ltd.
|
$16,000,000
|
Oversea-Chinese Banking Corporation Limited
|
$16,000,000
|
Wells Fargo Bank, National Association
|
$176,000,000
|
Citibank N.A.
|
$15,000,000
|
Industrial and Commercial Bank of China Ltd., New York Branch
|
$15,000,000
|
MUFG Bank, Ltd
|
$15,000,000
|
Australia and New Zealand Banking Group Limited
|
$11,000,000
|
Credit Suisse AG, Cayman Islands
|
$11,000,000
|
Morgan Stanley Bank, N.A.
|
$11,000,000
|
Goldman Sachs Bank USA
|
$121,000,000
|
|
Total: $500,000,000
|
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:
|
December 19, 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:
|
December 19, 2018
|
/s/ David A. Zinsner
|
|
|
David A. Zinsner
Senior Vice President and Chief Financial Officer
|
Date:
|
December 19, 2018
|
/s/ Sanjay Mehrotra
|
|
|
Sanjay Mehrotra
President and Chief Executive Officer and Director
|
Date:
|
December 19, 2018
|
/s/ David A. Zinsner
|
|
|
David A. Zinsner
Senior Vice President and Chief Financial Officer
|