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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-1618004
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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8000 S. Federal Way, Boise, Idaho
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83716-9632
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(208) 368-4000
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.10 per share
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NASDAQ Global Select Market
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
o
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Term
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Definition
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Term
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Definition
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2014 Notes
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1.875% Convertible Notes due 2014
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LPDRAM
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Mobile Low-Power DRAM
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2022 Notes
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5.875% Senior Notes due 2022
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MAI
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Micron Akita, Inc.
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2023 Notes
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5.250% Senior Notes due 2023
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MCP
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Multi-Chip Package
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2024 Notes
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5.250% Senior Notes due 2024
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Micron
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Micron Technology, Inc. (Parent Company)
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2025 Notes
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5.500% Senior Notes due 2025
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MIT
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Micron Technology, Italia, S.r.l.
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2026 Notes
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5.625% Senior Notes due 2026
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MLC
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Multi-Level Cell
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2027 Notes
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1.875% Convertible Notes due 2027
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MMJ
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Micron Memory Japan, Inc.
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2031 Notes
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2031A and 2031B Notes
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MMJ Companies
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MAI and MMJ
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2031A Notes
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1.500% Convertible Senior Notes due 2031
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MMJ Group
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MMJ and its subsidiaries
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2031B Notes
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1.875% Convertible Senior Notes due 2031
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MMT
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Micron Memory Taiwan Co., Ltd.
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2032 Notes
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2032C and 2032D Notes
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MP Mask
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MP Mask Technology Center, LLC
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2032C Notes
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2.375% Convertible Senior Notes due 2032
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OEM
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Original Equipment Manufacturer
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2032D Notes
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3.125% Convertible Senior Notes due 2032
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Photronics
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Photronics, Inc.
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2033 Notes
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2033E and 2033F Notes
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PSRAM
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Pseudo-static DRAM
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2033E Notes
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1.625% Convertible Senior Notes due 2033
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Qimonda
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Qimonda AG
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2033F Notes
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2.125% Convertible Senior Notes due 2033
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R&D
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Research and Development
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2043G Notes
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3.00% Convertible Senior Notes due 2043
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Rexchip
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Rexchip Electronics Corporation
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Aptina
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Aptina Imaging Corporation
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RLDRAM
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Reduced Latency DRAM
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Elpida
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Elpida Memory, Inc.
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SEC
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Securities and Exchange Commission
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Gb
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Gigabit
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SG&A
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Selling, General and Administration
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HMC
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Hybrid Memory Cube
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SLC
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Single-Level Cell
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HP
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Hewlett-Packard Company
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SSD
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Solid-State Drive
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IMFT
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IM Flash Technologies, LLC
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ST
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STMicroelectronics S.r.l.
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Inotera
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Inotera Memories, Inc.
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Tera Probe
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Tera Probe, Inc.
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Intel
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Intel Corporation
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TLC
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Triple-Level Cell
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Japan Court
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Tokyo District Court
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VIE
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Variable Interest Entity
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Entity
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Member or Partner
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Micron
Ownership Interest
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Formed/
Acquired
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Product Market
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Consolidated entities:
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IMFT
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(1)
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Intel Corporation
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51%
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2006
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Non-Volatile
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MP Mask
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(2)
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Photronics, Inc.
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50%
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2006
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Photomasks
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Equity method investments:
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Inotera
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(3)
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Nanya Technology Corporation
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33%
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2009
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DRAM
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Tera Probe
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(4)
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Various
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40%
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2013
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Wafer Probe
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(1)
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IMFT:
We partner with Intel for the design, development, and manufacture of NAND Flash and 3D XPoint memory products. In connection therewith, we formed the IMFT joint venture with Intel to manufacture NAND Flash and 3D XPoint memory products for the exclusive use of the members. The members share the output of IMFT generally in proportion to their investment. We sell a portion of our products to Intel through IMFT at long-term negotiated prices approximating cost. We generally share with Intel the costs of product design and process development activities for NAND Flash memory and 3D XPoint memory. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. Commencing in January 2015, Intel can put to us, and commencing in January 2018, we can call from Intel, Intel's interest in IMFT, in either case, for an amount equal to the noncontrolling interest balance attributable to Intel at that time. If Intel elects to sell to us, we can elect to set the closing date of the transaction to be any time within two years following such election by Intel and can elect to receive financing of the purchase price from Intel for one to two years from the closing date. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – IMFT.")
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(2)
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MP Mask:
We produce photomasks for leading-edge and advanced next-generation semiconductors through MP Mask, a joint venture with Photronics. On March 24, 2015, we notified Photronics of our election to terminate MP Mask effective in May 2016. Upon termination, we have the right to acquire Photronics' interest in MP Mask for an amount equal to the noncontrolling interest balance. Since its inception, we and Photronics have each owned approximately 50% of MP Mask. We purchase a substantial majority of the photomasks produced by MP Mask pursuant to a supply arrangement. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – MP Mask.")
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(3)
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Inotera:
We partner with Nanya for the manufacture of DRAM products by Inotera, a Taiwan DRAM memory company. Since January 2013, we have purchased all of Inotera's DRAM output at prices reflecting discounts from market prices for our comparable components under a supply agreement. In the second quarter of 2015, we executed a supply agreement, to be effective beginning on January 1, 2016 (the "2016 Supply Agreement"), which will replace the current agreement. Under the 2016 Supply Agreement, the price for DRAM products sold to us will be based on a formula that equally shares margin between Inotera and us. The 2016 Supply Agreement has an initial two-year term, followed by a three-year wind-down period, and contemplates negotiations in late 2016 with respect to a two-year extension, and annual negotiations thereafter with respect to successive one-year extensions. Upon termination of the initial two-year term of the 2016 Supply Agreement, or any extensions, we would purchase DRAM from Inotera during the wind-down period. Our share of Inotera's capacity would decline over the wind-down period. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity Method Investments – Inotera.")
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(4)
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Tera Probe:
We have an approximate 40% ownership interest in Tera Probe, an entity that provides semiconductor wafer testing and probe services to us and others.
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Name
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Age
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Position
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Mark W. Adams
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51
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President
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April S. Arnzen
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44
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Vice President, Human Resources
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Scott J. DeBoer
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49
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Vice President, Research & Development
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D. Mark Durcan
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54
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Director and Chief Executive Officer
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Ernest E. Maddock
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57
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Chief Financial Officer and Vice President, Finance
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Joel L. Poppen
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51
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Vice President, Legal Affairs, General Counsel, and Corporate Secretary
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Brian M. Shirley
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46
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Vice President, Memory Technology and Solutions
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Steven L. Thorsen, Jr.
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50
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Vice President, Worldwide Sales
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Robert L. Bailey
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58
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Director
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Richard M. Beyer
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66
|
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Director
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Patrick J. Byrne
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54
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Director
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D. Warren A. East
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53
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Director
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Mercedes Johnson
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61
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Director
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Lawrence N. Mondry
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55
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Director
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Robert E. Switz
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68
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Chairman
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DRAM
|
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Trade NAND Flash*
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||
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|
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||
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|
(percentage change in average selling prices)
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||||
2015 from 2014
|
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(11
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)%
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|
(17
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)%
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2014 from 2013
|
|
6
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%
|
|
(23
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)%
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2013 from 2012
|
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(11
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)%
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|
(18
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)%
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2012 from 2011
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|
(45
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)%
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|
(55
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)%
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2011 from 2010
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|
(39
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)%
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(12
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)%
|
* Trade NAND Flash excludes sales to Intel from IMFT.
|
|
|
|
|
•
|
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;
|
•
|
continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes;
|
•
|
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;
|
•
|
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporate requirements;
|
•
|
adversely impact our credit rating, which could increase future borrowing costs; and
|
•
|
increase our vulnerability to adverse economic and semiconductor memory industry conditions.
|
•
|
that we will be successful in developing competitive
new semiconductor memory 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.
|
•
|
we may be required to compensate customers for costs incurred or damages caused by defective or incompatible product or 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.
|
•
|
our interests could diverge from our partners or we may not be able to agree with partners on ongoing manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint venture;
|
•
|
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;
|
•
|
we may recognize losses from our equity method investments;
|
•
|
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, our partners may decide not to join us in funding capital investment in our joint ventures, which may result in higher levels of cash expenditures by us;
|
•
|
cash flows may be inadequate to fund increased capital requirements;
|
•
|
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.
|
•
|
higher costs for supply obtained under the Inotera supply agreements as compared to our wholly-owned facilities;
|
•
|
difficulties and delays in ramping production at Inotera;
|
•
|
difficulties in transferring technology to Inotera; and
|
•
|
difficulties in coming to an agreement with Nanya regarding major corporate decisions, such as capital expenditures or capital structure.
|
•
|
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 and goodwill 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;
|
•
|
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act, export and import laws, and similar rules and regulations;
|
•
|
protection of intellectual property;
|
•
|
political and economic instability;
|
•
|
problems with the transportation or delivery of our products;
|
•
|
issues arising from cultural or language differences and labor unrest;
|
•
|
longer payment cycles and greater difficulty in collecting accounts receivable;
|
•
|
compliance with trade, technical standards, and other laws in a variety of jurisdictions;
|
•
|
contractual and regulatory limitations on our ability to maintain flexibility with our staffing levels;
|
•
|
disruptions to our manufacturing operations as a result of actions imposed by foreign governments;
|
•
|
changes in economic policies of foreign governments; and
|
•
|
difficulties in staffing and managing international operations.
|
Location
|
|
Principal Operations
|
Boise, Idaho
|
|
R&D, including wafer fabrication; reticle manufacturing; test and module assembly
|
Lehi, Utah
|
|
Wafer fabrication
|
Manassas, Virginia
|
|
Wafer fabrication
|
Singapore
|
|
Three wafer fabrication facilities and a test, assembly and module assembly facility
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Xi’an, China
|
|
Module assembly and test
|
Muar, Malaysia
|
|
Assembly and test
|
Taichung City, Taiwan
|
|
Wafer fabrication
|
Hiroshima, Japan
|
|
Wafer fabrication and R&D
|
Akita, Japan
|
|
Module assembly and test
|
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
2015:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
26.59
|
|
|
$
|
29.52
|
|
|
$
|
36.49
|
|
|
$
|
36.10
|
|
Low
|
|
14.27
|
|
|
26.31
|
|
|
28.35
|
|
|
27.03
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2014:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
34.64
|
|
|
$
|
28.61
|
|
|
$
|
25.49
|
|
|
$
|
21.17
|
|
Low
|
|
28.59
|
|
|
21.13
|
|
|
20.67
|
|
|
13.57
|
|
Period
|
|
(a) Total number of shares purchased
|
|
(b) Average price paid per share
(1)
|
|
(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 the plans or programs
(2)
|
||||||||
June 5, 2015
|
–
|
July 9, 2015
|
|
2,196,500
|
|
|
$
|
18.67
|
|
|
2,196,500
|
|
|
$
|
766,818,080
|
|
July 10, 2015
|
–
|
August 6, 2015
|
|
19,961,832
|
|
|
18.21
|
|
|
18,507,698
|
|
|
430,818,357
|
|
||
August 7, 2015
|
–
|
September 3, 2015
|
|
16,022,325
|
|
|
17.69
|
|
|
14,790,977
|
|
|
169,836,046
|
|
||
|
|
|
|
38,180,657
|
|
|
18.02
|
|
|
35,495,175
|
|
|
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Micron Technology, Inc.
|
|
$
|
100
|
|
|
$
|
92
|
|
|
$
|
96
|
|
|
$
|
210
|
|
|
$
|
505
|
|
|
$
|
254
|
|
S&P 500 Composite Index
|
|
100
|
|
|
119
|
|
|
140
|
|
|
166
|
|
|
208
|
|
|
209
|
|
||||||
Philadelphia Semiconductor Index (SOX)
|
|
100
|
|
|
117
|
|
|
132
|
|
|
156
|
|
|
223
|
|
|
217
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in millions except per share amounts)
|
||||||||||||||||||
Net sales
|
|
$
|
16,192
|
|
|
$
|
16,358
|
|
|
$
|
9,073
|
|
|
$
|
8,234
|
|
|
$
|
8,788
|
|
Gross margin
|
|
5,215
|
|
|
5,437
|
|
|
1,847
|
|
|
968
|
|
|
1,758
|
|
|||||
Operating income (loss)
|
|
2,998
|
|
|
3,087
|
|
|
236
|
|
|
(612
|
)
|
|
761
|
|
|||||
Net income (loss)
|
|
2,899
|
|
|
3,079
|
|
|
1,194
|
|
|
(1,031
|
)
|
|
190
|
|
|||||
Net income (loss) attributable to Micron
|
|
2,899
|
|
|
3,045
|
|
|
1,190
|
|
|
(1,032
|
)
|
|
167
|
|
|||||
Diluted earnings (loss) per share
|
|
2.47
|
|
|
2.54
|
|
|
1.13
|
|
|
(1.04
|
)
|
|
0.17
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and short-term investments
|
|
3,521
|
|
|
4,534
|
|
|
3,101
|
|
|
2,559
|
|
|
2,160
|
|
|||||
Total current assets
|
|
8,596
|
|
|
10,245
|
|
|
8,911
|
|
|
5,758
|
|
|
5,832
|
|
|||||
Property, plant and equipment, net
|
|
10,554
|
|
|
8,682
|
|
|
7,626
|
|
|
7,103
|
|
|
7,555
|
|
|||||
Total assets
|
|
24,143
|
|
|
22,416
|
|
|
19,068
|
|
|
14,295
|
|
|
14,730
|
|
|||||
Total current liabilities
|
|
3,905
|
|
|
4,791
|
|
|
4,122
|
|
|
2,243
|
|
|
2,480
|
|
|||||
Long-term debt
|
|
6,252
|
|
|
4,893
|
|
|
4,406
|
|
|
3,005
|
|
|
1,839
|
|
|||||
Redeemable convertible notes
|
|
49
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Micron shareholders’ equity
|
|
12,302
|
|
|
10,760
|
|
|
9,142
|
|
|
7,700
|
|
|
8,470
|
|
|||||
Noncontrolling interests in subsidiaries
|
|
937
|
|
|
802
|
|
|
864
|
|
|
717
|
|
|
1,382
|
|
|||||
Total equity
|
|
13,239
|
|
|
11,562
|
|
|
10,006
|
|
|
8,417
|
|
|
9,852
|
|
•
|
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; 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 potential sources of liquidity.
|
•
|
Off-Balance Sheet Arrangements:
Description of off-balance sheet arrangements.
|
•
|
Critical Accounting Estimates:
Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
|
•
|
Recently Adopted and Issued Accounting Standards
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Net sales
|
|
$
|
16,192
|
|
|
100
|
%
|
|
$
|
16,358
|
|
|
100
|
%
|
|
$
|
9,073
|
|
|
100
|
%
|
Cost of goods sold
|
|
10,977
|
|
|
68
|
%
|
|
10,921
|
|
|
67
|
%
|
|
7,226
|
|
|
80
|
%
|
|||
Gross margin
|
|
5,215
|
|
|
32
|
%
|
|
5,437
|
|
|
33
|
%
|
|
1,847
|
|
|
20
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative
|
|
719
|
|
|
4
|
%
|
|
707
|
|
|
4
|
%
|
|
562
|
|
|
6
|
%
|
|||
Research and development
|
|
1,540
|
|
|
10
|
%
|
|
1,371
|
|
|
8
|
%
|
|
931
|
|
|
10
|
%
|
|||
Restructure and asset impairments
|
|
3
|
|
|
—
|
%
|
|
40
|
|
|
—
|
%
|
|
126
|
|
|
1
|
%
|
|||
Other operating (income) expense, net
|
|
(45
|
)
|
|
—
|
%
|
|
232
|
|
|
1
|
%
|
|
(8
|
)
|
|
—
|
%
|
|||
Operating income
|
|
2,998
|
|
|
19
|
%
|
|
3,087
|
|
|
19
|
%
|
|
236
|
|
|
3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
|
(336
|
)
|
|
(2
|
)%
|
|
(329
|
)
|
|
(2
|
)%
|
|
(217
|
)
|
|
(2
|
)%
|
|||
Gain on MMJ Acquisition
|
|
—
|
|
|
—
|
%
|
|
(33
|
)
|
|
—
|
%
|
|
1,484
|
|
|
16
|
%
|
|||
Other non-operating income (expense), net
|
|
(53
|
)
|
|
—
|
%
|
|
8
|
|
|
—
|
%
|
|
(218
|
)
|
|
(2
|
)%
|
|||
Income tax (provision) benefit
|
|
(157
|
)
|
|
(1
|
)%
|
|
(128
|
)
|
|
(1
|
)%
|
|
(8
|
)
|
|
—
|
%
|
|||
Equity in net income (loss) of equity method investees
|
|
447
|
|
|
3
|
%
|
|
474
|
|
|
3
|
%
|
|
(83
|
)
|
|
(1
|
)%
|
|||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
%
|
|
(34
|
)
|
|
—
|
%
|
|
(4
|
)
|
|
—
|
%
|
|||
Net income attributable to Micron
|
|
$
|
2,899
|
|
|
18
|
%
|
|
$
|
3,045
|
|
|
19
|
%
|
|
$
|
1,190
|
|
|
13
|
%
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
CNBU
|
|
$
|
6,725
|
|
|
42
|
%
|
|
$
|
7,333
|
|
|
45
|
%
|
|
$
|
3,462
|
|
|
38
|
%
|
MBU
|
|
3,692
|
|
|
23
|
%
|
|
3,627
|
|
|
22
|
%
|
|
1,214
|
|
|
13
|
%
|
|||
SBU
|
|
3,687
|
|
|
23
|
%
|
|
3,480
|
|
|
21
|
%
|
|
2,824
|
|
|
31
|
%
|
|||
EBU
|
|
1,999
|
|
|
12
|
%
|
|
1,774
|
|
|
11
|
%
|
|
1,275
|
|
|
14
|
%
|
|||
All Other
|
|
89
|
|
|
1
|
%
|
|
144
|
|
|
1
|
%
|
|
298
|
|
|
3
|
%
|
|||
|
|
$
|
16,192
|
|
|
|
|
$
|
16,358
|
|
|
|
|
|
$
|
9,073
|
|
|
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
6,725
|
|
|
$
|
7,333
|
|
|
$
|
3,462
|
|
Operating income
|
|
1,481
|
|
|
1,957
|
|
|
160
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
3,692
|
|
|
$
|
3,627
|
|
|
$
|
1,214
|
|
Operating income (loss)
|
|
1,126
|
|
|
683
|
|
|
(265
|
)
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
3,687
|
|
|
$
|
3,480
|
|
|
$
|
2,824
|
|
Operating income (loss)
|
|
(89
|
)
|
|
255
|
|
|
173
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
1,999
|
|
|
$
|
1,774
|
|
|
$
|
1,275
|
|
Operating income
|
|
435
|
|
|
331
|
|
|
227
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
DRAM
|
|
$
|
10,339
|
|
|
64
|
%
|
|
$
|
11,164
|
|
|
68
|
%
|
|
$
|
4,361
|
|
|
48
|
%
|
Non-Volatile Memory
|
|
5,274
|
|
|
33
|
%
|
|
4,468
|
|
|
27
|
%
|
|
3,589
|
|
|
40
|
%
|
|||
Other
|
|
579
|
|
|
4
|
%
|
|
726
|
|
|
4
|
%
|
|
1,123
|
|
|
12
|
%
|
|||
|
|
$
|
16,192
|
|
|
|
|
$
|
16,358
|
|
|
|
|
$
|
9,073
|
|
|
|
For the year ended
|
|
2015
|
|
2014
|
||
|
|
|
|
|
||
|
|
(percentage change from prior period)
|
||||
Net sales
|
|
(7
|
)%
|
|
156
|
%
|
Average selling prices per gigabit
|
|
(11
|
)%
|
|
6
|
%
|
Gigabits sold
|
|
4
|
%
|
|
142
|
%
|
Cost per gigabit
|
|
(12
|
)%
|
|
(20
|
)%
|
For the year ended
|
|
2015
|
|
2014
|
||
|
|
|
|
|
||
|
|
(percentage change from prior period)
|
||||
Sales to trade customers:
|
|
|
|
|
||
Net sales
|
|
20
|
%
|
|
27
|
%
|
Average selling prices per gigabit
|
|
(17
|
)%
|
|
(23
|
)%
|
Gigabits sold
|
|
45
|
%
|
|
65
|
%
|
Cost per gigabit
|
|
(10
|
)%
|
|
(23
|
)%
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Loss on impairment of LED assets
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
33
|
|
Loss on impairment of MIT assets
|
|
—
|
|
|
(5
|
)
|
|
62
|
|
|||
Gain on termination of lease to Transform
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Loss on restructure of ST consortium agreement
|
|
—
|
|
|
—
|
|
|
26
|
|
|||
Other
|
|
2
|
|
|
51
|
|
|
30
|
|
|||
|
|
$
|
3
|
|
|
$
|
40
|
|
|
$
|
126
|
|
•
|
operations in tax jurisdictions, including Singapore and Taiwan, where our earnings are indefinitely reinvested and the effective tax rates in these jurisdictions are significantly lower than the U.S. statutory rate;
|
•
|
operations outside the U.S., including Singapore
and, to a lesser extent Taiwan, where we have tax incentive arrangements that decrease our effective tax rates; and
|
•
|
a valuation allowance against substantially all of our U.S. net deferred tax assets.
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Inotera
|
|
$
|
445
|
|
|
$
|
465
|
|
|
$
|
(79
|
)
|
Tera Probe
|
|
1
|
|
|
11
|
|
|
—
|
|
|||
Other
|
|
1
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
|
|
$
|
447
|
|
|
$
|
474
|
|
|
$
|
(83
|
)
|
•
|
Equity Plans
|
•
|
Other Operating (Income) Expense, Net
|
•
|
Other Non-Operating Income (Expense), Net
|
As of
|
|
2015
|
|
2014
|
||||
Cash and equivalents and short-term investments:
|
|
|
|
|
||||
Bank deposits
|
|
$
|
1,684
|
|
|
$
|
2,445
|
|
Corporate bonds
|
|
618
|
|
|
154
|
|
||
Government securities
|
|
449
|
|
|
136
|
|
||
Certificates of deposit
|
|
339
|
|
|
410
|
|
||
Commercial paper
|
|
255
|
|
|
107
|
|
||
Money market funds
|
|
168
|
|
|
1,281
|
|
||
Asset-backed securities
|
|
8
|
|
|
1
|
|
||
|
|
$
|
3,521
|
|
|
$
|
4,534
|
|
|
|
|
|
|
||||
Long-term marketable investments
|
|
$
|
2,113
|
|
|
$
|
819
|
|
|
|
Increase (Decrease) in Principal
|
|
Increase (Decrease) in Carrying Value
|
|
Increase (Decrease) in Cash
|
|
(Decrease) in Equity
|
|
Loss
(1)
|
||||||||||
Conversions and settlements
|
|
$
|
(121
|
)
|
|
$
|
(367
|
)
|
|
$
|
(408
|
)
|
|
$
|
(15
|
)
|
|
$
|
(22
|
)
|
Repurchases
|
|
(368
|
)
|
|
(319
|
)
|
|
(1,019
|
)
|
|
(676
|
)
|
|
(22
|
)
|
|||||
Issuances
|
|
2,000
|
|
|
1,979
|
|
|
1,979
|
|
|
—
|
|
|
—
|
|
|||||
Early repayment
|
|
(121
|
)
|
|
(115
|
)
|
|
(122
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
|
|
$
|
1,390
|
|
|
$
|
1,178
|
|
|
$
|
430
|
|
|
$
|
(691
|
)
|
|
$
|
(49
|
)
|
(1)
|
Included in other non-operating expense.
|
|
|
Conversion Price Per Share
|
|
Settlement Option for Principal Amount
|
|
Outstanding Principal
|
|
If Settled With Minimum Cash Required
(1)
|
|
If Settled Entirely With Cash
(2)
|
|||||||||||
|
|
|
|
|
Cash
|
|
Remainder in Shares
|
|
Cash
|
||||||||||||
2032C Notes
|
|
$
|
9.63
|
|
|
Cash and/or shares
|
|
$
|
224
|
|
|
$
|
—
|
|
|
23
|
|
|
$
|
385
|
|
2032D Notes
|
|
9.98
|
|
|
Cash and/or shares
|
|
177
|
|
|
—
|
|
|
18
|
|
|
294
|
|
||||
2033E Notes
|
|
10.93
|
|
|
Cash
|
|
233
|
|
|
233
|
|
|
7
|
|
|
354
|
|
||||
2033F Notes
|
|
10.93
|
|
|
Cash
|
|
297
|
|
|
297
|
|
|
9
|
|
|
451
|
|
||||
|
|
|
|
|
|
$
|
931
|
|
|
$
|
530
|
|
|
57
|
|
|
$
|
1,484
|
|
(1)
|
We are required to settle the principal amount of the 2033 Notes in cash. The remaining conversion obligation paid in shares is based on our closing share price of
$16.59
as of
September 3, 2015
.
|
(2)
|
Based on our closing share price of
$16.59
as of
September 3, 2015
. Assumes we elect cash settlement for the entire obligation.
|
|
|
Payments Due by Period
|
||||||||||||||||||
As of September 3, 2015
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than 5 years
|
||||||||
Notes payable
(1)(2)
|
|
$
|
9,429
|
|
|
$
|
556
|
|
|
$
|
1,315
|
|
|
$
|
1,712
|
|
|
$
|
5,846
|
|
Capital lease obligations
(2)
|
|
852
|
|
|
349
|
|
|
304
|
|
|
123
|
|
|
76
|
|
|||||
Operating leases
(3)
|
|
682
|
|
|
218
|
|
|
402
|
|
|
27
|
|
|
35
|
|
|||||
Purchase obligations
|
|
2,545
|
|
|
2,189
|
|
|
335
|
|
|
11
|
|
|
10
|
|
|||||
Other long-term liabilities
(4)
|
|
716
|
|
|
222
|
|
|
304
|
|
|
152
|
|
|
38
|
|
|||||
Total
|
|
$
|
14,224
|
|
|
$
|
3,534
|
|
|
$
|
2,660
|
|
|
$
|
2,025
|
|
|
$
|
6,005
|
|
•
|
Property, plant, and equipment, including determination of values in a continued-use model;
|
•
|
Deferred tax assets, including projections of future taxable income and tax rates;
|
•
|
Inventory, including estimated future selling prices, timing of product sales, and completion costs for work in process;
|
•
|
Debt, including discount rate and timing of payments; and
|
•
|
Intangible assets, including valuation methodology, estimations of future revenue and costs, profit allocation rates attributable to the acquired technology, and discount rates.
|
|
Page
|
|
|
Consolidated Financial Statements as of September 3, 2015 and August 28, 2014 and for the fiscal years ended
September 3, 2015, August 28, 2014, and August 29, 2013:
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Changes in Equity
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Financial Statement Schedules:
|
|
|
|
Schedule I – Condensed Financial Information of the Registrant
|
|
|
|
Schedule II – Valuation and Qualifying Accounts
|
For the year ended
|
|
September 3,
2015 |
|
August 28,
2014 |
|
August 29,
2013 |
||||||
Net sales
|
|
$
|
16,192
|
|
|
$
|
16,358
|
|
|
$
|
9,073
|
|
Cost of goods sold
|
|
10,977
|
|
|
10,921
|
|
|
7,226
|
|
|||
Gross margin
|
|
5,215
|
|
|
5,437
|
|
|
1,847
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
719
|
|
|
707
|
|
|
562
|
|
|||
Research and development
|
|
1,540
|
|
|
1,371
|
|
|
931
|
|
|||
Restructure and asset impairments
|
|
3
|
|
|
40
|
|
|
126
|
|
|||
Other operating (income) expense, net
|
|
(45
|
)
|
|
232
|
|
|
(8
|
)
|
|||
Operating income
|
|
2,998
|
|
|
3,087
|
|
|
236
|
|
|||
|
|
|
|
|
|
|
||||||
Interest income
|
|
35
|
|
|
23
|
|
|
14
|
|
|||
Interest expense
|
|
(371
|
)
|
|
(352
|
)
|
|
(231
|
)
|
|||
Gain on MMJ Acquisition
|
|
—
|
|
|
(33
|
)
|
|
1,484
|
|
|||
Other non-operating income (expense), net
|
|
(53
|
)
|
|
8
|
|
|
(218
|
)
|
|||
|
|
2,609
|
|
|
2,733
|
|
|
1,285
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax (provision) benefit
|
|
(157
|
)
|
|
(128
|
)
|
|
(8
|
)
|
|||
Equity in net income (loss) of equity method investees
|
|
447
|
|
|
474
|
|
|
(83
|
)
|
|||
Net income
|
|
2,899
|
|
|
3,079
|
|
|
1,194
|
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
(34
|
)
|
|
(4
|
)
|
|||
Net income attributable to Micron
|
|
$
|
2,899
|
|
|
$
|
3,045
|
|
|
$
|
1,190
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.71
|
|
|
$
|
2.87
|
|
|
$
|
1.16
|
|
Diluted
|
|
2.47
|
|
|
2.54
|
|
|
1.13
|
|
|||
|
|
|
|
|
|
|
||||||
Number of shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
1,070
|
|
|
1,060
|
|
|
1,022
|
|
|||
Diluted
|
|
1,170
|
|
|
1,198
|
|
|
1,057
|
|
For the year ended
|
|
September 3,
2015 |
|
August 28,
2014 |
|
August 29,
2013 |
||||||
Net income
|
|
$
|
2,899
|
|
|
$
|
3,079
|
|
|
$
|
1,194
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(42
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Gain (loss) on derivatives, net
|
|
(18
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||
Gain (loss) on investments, net
|
|
(4
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Pension liability adjustments
|
|
20
|
|
|
3
|
|
|
(1
|
)
|
|||
Other comprehensive income (loss)
|
|
(44
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|||
Total comprehensive income
|
|
2,855
|
|
|
3,072
|
|
|
1,178
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
|
1
|
|
|
(34
|
)
|
|
(5
|
)
|
|||
Comprehensive income attributable to Micron
|
|
$
|
2,856
|
|
|
$
|
3,038
|
|
|
$
|
1,173
|
|
As of
|
|
September 3,
2015 |
|
August 28,
2014 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
2,287
|
|
|
$
|
4,150
|
|
Short-term investments
|
|
1,234
|
|
|
384
|
|
||
Receivables
|
|
2,507
|
|
|
2,906
|
|
||
Inventories
|
|
2,340
|
|
|
2,455
|
|
||
Other current assets
|
|
228
|
|
|
350
|
|
||
Total current assets
|
|
8,596
|
|
|
10,245
|
|
||
Long-term marketable investments
|
|
2,113
|
|
|
819
|
|
||
Property, plant and equipment, net
|
|
10,554
|
|
|
8,682
|
|
||
Equity method investments
|
|
1,379
|
|
|
971
|
|
||
Intangible assets, net
|
|
449
|
|
|
468
|
|
||
Deferred tax assets
|
|
597
|
|
|
816
|
|
||
Other noncurrent assets
|
|
455
|
|
|
415
|
|
||
Total assets
|
|
$
|
24,143
|
|
|
$
|
22,416
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
2,611
|
|
|
$
|
2,864
|
|
Deferred income
|
|
205
|
|
|
309
|
|
||
Current debt
|
|
1,089
|
|
|
1,618
|
|
||
Total current liabilities
|
|
3,905
|
|
|
4,791
|
|
||
Long-term debt
|
|
6,252
|
|
|
4,893
|
|
||
Other noncurrent liabilities
|
|
698
|
|
|
1,102
|
|
||
Total liabilities
|
|
10,855
|
|
|
10,786
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
49
|
|
|
68
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity:
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,084 shares issued and outstanding (1,073 as of August 28, 2014)
|
|
108
|
|
|
107
|
|
||
Additional capital
|
|
7,474
|
|
|
7,868
|
|
||
Retained earnings
|
|
5,588
|
|
|
2,729
|
|
||
Treasury stock, 45 shares held as of September 3, 2015
|
|
(881
|
)
|
|
—
|
|
||
Accumulated other comprehensive income
|
|
13
|
|
|
56
|
|
||
Total Micron shareholders' equity
|
|
12,302
|
|
|
10,760
|
|
||
Noncontrolling interests in subsidiaries
|
|
937
|
|
|
802
|
|
||
Total equity
|
|
13,239
|
|
|
11,562
|
|
||
Total liabilities and equity
|
|
$
|
24,143
|
|
|
$
|
22,416
|
|
|
|
Micron Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Capital
|
|
Retained Earnings (Accumulated
Deficit)
|
|
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, 2012
|
|
1,018
|
|
|
$
|
102
|
|
|
$
|
8,920
|
|
|
$
|
(1,402
|
)
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
7,700
|
|
|
$
|
717
|
|
|
$
|
8,417
|
|
Net income
|
|
|
|
|
|
|
|
|
1,190
|
|
|
|
|
|
|
1,190
|
|
|
4
|
|
|
1,194
|
|
||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
(17
|
)
|
|
1
|
|
|
(16
|
)
|
|||||||||||||
Stock issued under stock plans
|
|
27
|
|
|
2
|
|
|
148
|
|
|
|
|
|
|
|
|
150
|
|
|
|
|
150
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
91
|
|
|
|
|
|
|
|
|
91
|
|
|
|
|
91
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
||||||||||||||
Noncontrolling interests acquired in connection with business combination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||||||||||||
Repurchase and retirement of stock
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
(5
|
)
|
||||||||||||
Purchase and settlement of capped calls
|
|
|
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
(24
|
)
|
|
|
|
(24
|
)
|
||||||||||||||
Issuance and repurchase of convertible notes
|
|
|
|
|
|
57
|
|
|
|
|
|
|
|
|
57
|
|
|
|
|
57
|
|
||||||||||||||
Balance at August 29, 2013
|
|
1,044
|
|
|
$
|
104
|
|
|
$
|
9,187
|
|
|
$
|
(212
|
)
|
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
9,142
|
|
|
$
|
864
|
|
|
$
|
10,006
|
|
Net income
|
|
|
|
|
|
|
|
3,045
|
|
|
|
|
|
|
3,045
|
|
|
34
|
|
|
3,079
|
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
(7
|
)
|
|
|
|
(7
|
)
|
||||||||||||||
Stock issued under stock plans
|
|
36
|
|
|
4
|
|
|
262
|
|
|
|
|
|
|
|
|
266
|
|
|
|
|
266
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
115
|
|
|
|
|
|
|
|
|
115
|
|
|
|
|
115
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
102
|
|
|
102
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||||||||||
Acquisitions of noncontrolling interests
|
|
|
|
|
|
34
|
|
|
|
|
|
|
|
|
34
|
|
|
(180
|
)
|
|
(146
|
)
|
|||||||||||||
Repurchase and retirement of stock
|
|
(4
|
)
|
|
(1
|
)
|
|
(33
|
)
|
|
(42
|
)
|
|
|
|
|
|
(76
|
)
|
|
|
|
(76
|
)
|
|||||||||||
Settlement of capped calls and share retirement
|
|
(3
|
)
|
|
—
|
|
|
62
|
|
|
(62
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||
Redeemable convertible notes
|
|
|
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
(68
|
)
|
|
|
|
(68
|
)
|
||||||||||||||
Exchange, conversion and repurchase of convertible notes
|
|
|
|
|
|
(1,691
|
)
|
|
|
|
|
|
|
|
(1,691
|
)
|
|
|
|
(1,691
|
)
|
||||||||||||||
Balance at August 28, 2014
|
|
1,073
|
|
|
$
|
107
|
|
|
$
|
7,868
|
|
|
$
|
2,729
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
10,760
|
|
|
$
|
802
|
|
|
$
|
11,562
|
|
Net income
|
|
|
|
|
|
|
|
2,899
|
|
|
|
|
|
|
2,899
|
|
|
—
|
|
|
2,899
|
|
|||||||||||||
Other comprehensive income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
(43
|
)
|
|
(43
|
)
|
|
(1
|
)
|
|
(44
|
)
|
|||||||||||||
Stock issued under stock plans
|
|
13
|
|
|
1
|
|
|
73
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
74
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
168
|
|
|
|
|
|
|
|
|
168
|
|
|
|
|
168
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
142
|
|
|
142
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||||||||||
Repurchase and retirement of stock
|
|
(2
|
)
|
|
—
|
|
|
(13
|
)
|
|
(40
|
)
|
|
|
|
|
|
(53
|
)
|
|
|
|
(53
|
)
|
|||||||||||
Repurchase of treasury stock
|
|
|
|
|
|
|
|
|
|
(831
|
)
|
|
|
|
(831
|
)
|
|
|
|
(831
|
)
|
||||||||||||||
Settlement of capped calls
|
|
|
|
|
|
50
|
|
|
|
|
(50
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Redeemable convertible notes
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
19
|
|
||||||||||||||
Conversion and repurchase of convertible notes
|
|
|
|
|
|
(691
|
)
|
|
|
|
|
|
|
|
(691
|
)
|
|
|
|
(691
|
)
|
||||||||||||||
Balance at September 3, 2015
|
|
1,084
|
|
|
$
|
108
|
|
|
$
|
7,474
|
|
|
$
|
5,588
|
|
|
$
|
(881
|
)
|
|
$
|
13
|
|
|
$
|
12,302
|
|
|
$
|
937
|
|
|
$
|
13,239
|
|
For the year ended
|
|
September 3,
2015 |
|
August 28,
2014 |
|
August 29,
2013 |
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2,899
|
|
|
$
|
3,079
|
|
|
$
|
1,194
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation expense and amortization of intangible assets
|
|
2,667
|
|
|
2,103
|
|
|
1,804
|
|
|||
Amortization of debt discount and other costs
|
|
138
|
|
|
167
|
|
|
122
|
|
|||
Stock-based compensation
|
|
168
|
|
|
115
|
|
|
91
|
|
|||
(Gain) loss from currency hedges, net
|
|
64
|
|
|
27
|
|
|
222
|
|
|||
Loss on restructure of debt
|
|
49
|
|
|
195
|
|
|
31
|
|
|||
Noncash restructure and asset impairment, net
|
|
1
|
|
|
(17
|
)
|
|
106
|
|
|||
(Gain) on MMJ Acquisition
|
|
—
|
|
|
33
|
|
|
(1,484
|
)
|
|||
Equity in net (income) loss of equity method investees
|
|
(447
|
)
|
|
(474
|
)
|
|
83
|
|
|||
Gain from Inotera issuance of shares
|
|
(3
|
)
|
|
(97
|
)
|
|
(48
|
)
|
|||
Gain from disposition of interest in Aptina
|
|
(1
|
)
|
|
(119
|
)
|
|
—
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Receivables
|
|
393
|
|
|
(518
|
)
|
|
(409
|
)
|
|||
Inventories
|
|
116
|
|
|
194
|
|
|
83
|
|
|||
Accounts payable and accrued expenses
|
|
(691
|
)
|
|
671
|
|
|
28
|
|
|||
Deferred income taxes, net
|
|
168
|
|
|
68
|
|
|
(7
|
)
|
|||
Other noncurrent liabilities
|
|
(16
|
)
|
|
243
|
|
|
(15
|
)
|
|||
Other
|
|
(297
|
)
|
|
29
|
|
|
10
|
|
|||
Net cash provided by operating activities
|
|
5,208
|
|
|
5,699
|
|
|
1,811
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||
Purchases of available-for-sale securities
|
|
(4,392
|
)
|
|
(1,063
|
)
|
|
(924
|
)
|
|||
Expenditures for property, plant and equipment
|
|
(4,021
|
)
|
|
(3,107
|
)
|
|
(1,442
|
)
|
|||
Payments to settle hedging activities
|
|
(132
|
)
|
|
(26
|
)
|
|
(253
|
)
|
|||
(Increase) decrease in restricted cash
|
|
(15
|
)
|
|
536
|
|
|
—
|
|
|||
Proceeds from sales and maturities of available-for-sale securities
|
|
2,248
|
|
|
557
|
|
|
678
|
|
|||
Cash received from disposition of interest in Aptina
|
|
1
|
|
|
105
|
|
|
—
|
|
|||
Other
|
|
79
|
|
|
96
|
|
|
31
|
|
|||
Net cash provided by (used for) investing activities
|
|
(6,232
|
)
|
|
(2,902
|
)
|
|
(1,910
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||
Repayments of debt
|
|
(2,329
|
)
|
|
(3,843
|
)
|
|
(743
|
)
|
|||
Cash paid to acquire treasury stock
|
|
(884
|
)
|
|
(76
|
)
|
|
(5
|
)
|
|||
Payments on equipment purchase contracts
|
|
(95
|
)
|
|
(30
|
)
|
|
(16
|
)
|
|||
Proceeds from issuance of debt
|
|
2,212
|
|
|
2,212
|
|
|
1,121
|
|
|||
Proceeds from equipment sale-leaseback transactions
|
|
291
|
|
|
14
|
|
|
126
|
|
|||
Contributions from noncontrolling interests
|
|
142
|
|
|
102
|
|
|
11
|
|
|||
Proceeds from issuance of stock under equity plans
|
|
73
|
|
|
265
|
|
|
150
|
|
|||
Other
|
|
(128
|
)
|
|
(143
|
)
|
|
(124
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(718
|
)
|
|
(1,499
|
)
|
|
520
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of changes in currency exchange rates on cash and equivalents
|
|
(121
|
)
|
|
(28
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and equivalents
|
|
(1,863
|
)
|
|
1,270
|
|
|
421
|
|
|||
Cash and equivalents at beginning of period
|
|
4,150
|
|
|
2,880
|
|
|
2,459
|
|
|||
Cash and equivalents at end of period
|
|
$
|
2,287
|
|
|
$
|
4,150
|
|
|
$
|
2,880
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures
|
|
|
|
|
|
|
|
|
||||
Income taxes refunded (paid), net
|
|
$
|
(63
|
)
|
|
$
|
(43
|
)
|
|
$
|
4
|
|
Interest paid, net of amounts capitalized
|
|
(226
|
)
|
|
(163
|
)
|
|
(107
|
)
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
Exchange of convertible notes
|
|
—
|
|
|
756
|
|
|
—
|
|
|||
Acquisition of noncontrolling interest
|
|
—
|
|
|
127
|
|
|
—
|
|
Assets acquired and liabilities assumed:
|
|
||
Cash and equivalents
|
$
|
999
|
|
Receivables
|
697
|
|
|
Inventories
|
962
|
|
|
Restricted cash
|
557
|
|
|
Other current assets
|
142
|
|
|
Property, plant and equipment
|
935
|
|
|
Equity method investment
|
40
|
|
|
Intangible assets
|
10
|
|
|
Deferred tax assets
|
811
|
|
|
Other noncurrent assets
|
66
|
|
|
Accounts payable and accrued expenses
|
(409
|
)
|
|
Current portion of long-term debt
|
(673
|
)
|
|
Long-term debt
|
(1,461
|
)
|
|
Other noncurrent liabilities
|
(75
|
)
|
|
Total net assets acquired
|
2,601
|
|
|
Noncontrolling interest in MMJ
|
168
|
|
|
Consideration
|
949
|
|
|
Preliminary gain on acquisition recognized in 2013
|
1,484
|
|
|
Adjustment for preliminary pre-petition liabilities
|
(33
|
)
|
|
Final gain on acquisition
|
$
|
1,451
|
|
For the year ended
|
|
2013
|
||
Net sales
|
|
$
|
12,494
|
|
Net income
|
|
3,825
|
|
|
Net income attributable to Micron
|
|
3,770
|
|
|
|
|
|
||
Earnings per share:
|
|
|
||
Basic
|
|
$
|
3.69
|
|
Diluted
|
|
3.57
|
|
As of
|
|
September 3, 2015
|
|
August 28, 2014
|
||||||||||||||||||||||||||||
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(3)
|
|
Total Fair Value
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(3)
|
|
Total Fair Value
|
||||||||||||||||
Cash
|
|
$
|
1,684
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,684
|
|
|
$
|
2,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,445
|
|
Level 1
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
168
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
1,281
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
||||||||
Marketable equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
|
|
168
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
1,281
|
|
|
—
|
|
|
1
|
|
|
1,282
|
|
||||||||
Level 2
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate bonds
|
|
2
|
|
|
616
|
|
|
1,261
|
|
|
1,879
|
|
|
—
|
|
|
154
|
|
|
407
|
|
|
561
|
|
||||||||
Government securities
|
|
58
|
|
|
391
|
|
|
254
|
|
|
703
|
|
|
—
|
|
|
136
|
|
|
284
|
|
|
420
|
|
||||||||
Asset-backed securities
|
|
—
|
|
|
8
|
|
|
575
|
|
|
583
|
|
|
—
|
|
|
1
|
|
|
127
|
|
|
128
|
|
||||||||
Certificates of deposit
|
|
311
|
|
|
28
|
|
|
23
|
|
|
362
|
|
|
402
|
|
|
8
|
|
|
—
|
|
|
410
|
|
||||||||
Commercial paper
|
|
64
|
|
|
191
|
|
|
—
|
|
|
255
|
|
|
22
|
|
|
85
|
|
|
—
|
|
|
107
|
|
||||||||
|
|
435
|
|
|
1,234
|
|
|
2,113
|
|
|
3,782
|
|
|
424
|
|
|
384
|
|
|
818
|
|
|
1,626
|
|
||||||||
|
|
$
|
2,287
|
|
|
$
|
1,234
|
|
|
$
|
2,113
|
|
|
$
|
5,634
|
|
|
$
|
4,150
|
|
|
$
|
384
|
|
|
$
|
819
|
|
|
$
|
5,353
|
|
(1)
|
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
|
(2)
|
The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. As of
September 3, 2015
, no adjustments were made to such pricing information.
|
(3)
|
The maturities of our long-term marketable securities generally range from
one
to
four
years.
|
As of
|
|
2015
|
|
2014
|
||||
Trade receivables
|
|
$
|
2,188
|
|
|
$
|
2,524
|
|
Income and other taxes
|
|
116
|
|
|
104
|
|
||
Other
|
|
203
|
|
|
278
|
|
||
|
|
$
|
2,507
|
|
|
$
|
2,906
|
|
As of
|
|
2015
|
|
2014
|
||||
Finished goods
|
|
$
|
785
|
|
|
$
|
898
|
|
Work in process
|
|
1,315
|
|
|
1,372
|
|
||
Raw materials and supplies
|
|
240
|
|
|
185
|
|
||
|
|
$
|
2,340
|
|
|
$
|
2,455
|
|
As of
|
2014
|
|
Additions
|
|
Retirements and Other
|
|
2015
|
||||||||
Land
|
$
|
86
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
88
|
|
Buildings (includes $289 as of 2014 and $271 as of 2015 for capital leases)
|
5,093
|
|
|
273
|
|
|
(8
|
)
|
|
5,358
|
|
||||
Equipment
(1)
(includes $1,113 as of 2014 and $1,192 as of 2015 for capital leases)
|
17,781
|
|
|
3,805
|
|
|
(566
|
)
|
|
21,020
|
|
||||
Construction in progress
(2)
|
114
|
|
|
345
|
|
|
(23
|
)
|
|
436
|
|
||||
Software
|
358
|
|
|
39
|
|
|
(24
|
)
|
|
373
|
|
||||
|
23,432
|
|
|
4,464
|
|
|
(621
|
)
|
|
27,275
|
|
||||
Accumulated depreciation (includes $695 as of 2014 and $717 as of 2015 for capital leases)
|
(14,750
|
)
|
|
(2,550
|
)
|
|
579
|
|
|
(16,721
|
)
|
||||
|
$
|
8,682
|
|
|
$
|
1,914
|
|
|
$
|
(42
|
)
|
|
$
|
10,554
|
|
(1)
|
Included costs related to equipment not placed into service of
$928 million
and
$826 million
, as of
September 3, 2015
and
August 28, 2014
, respectively.
|
(2)
|
Included building-related construction and tool installation costs on assets not placed into service.
|
As of
|
|
2015
|
|
2014
|
||||||||||
|
|
Investment Balance
|
|
Ownership Percentage
|
|
Investment Balance
|
|
Ownership Percentage
|
||||||
Inotera
(1)
|
|
$
|
1,332
|
|
|
33
|
%
|
|
$
|
914
|
|
|
33
|
%
|
Tera Probe
|
|
38
|
|
|
40
|
%
|
|
48
|
|
|
40
|
%
|
||
Other
|
|
9
|
|
|
Various
|
|
|
9
|
|
|
Various
|
|
||
|
|
$
|
1,379
|
|
|
|
|
|
$
|
971
|
|
|
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Inotera
|
|
$
|
445
|
|
|
$
|
465
|
|
|
$
|
(79
|
)
|
Tera Probe
|
|
1
|
|
|
11
|
|
|
—
|
|
|||
Other
|
|
1
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
|
|
$
|
447
|
|
|
$
|
474
|
|
|
$
|
(83
|
)
|
As of
|
|
2015
|
|
2014
|
||||
Current assets
|
|
$
|
1,980
|
|
|
$
|
2,233
|
|
Noncurrent assets
|
|
3,038
|
|
|
2,502
|
|
||
Current liabilities
|
|
436
|
|
|
1,417
|
|
||
Noncurrent liabilities
|
|
119
|
|
|
254
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
2,647
|
|
|
$
|
3,382
|
|
|
$
|
1,788
|
|
Gross margin
|
|
1,253
|
|
|
1,576
|
|
|
1
|
|
|||
Operating income (loss)
|
|
1,191
|
|
|
1,371
|
|
|
(203
|
)
|
|||
Net income (loss)
|
|
1,361
|
|
|
1,339
|
|
|
(188
|
)
|
As of
|
|
2015
|
|
2014
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Product and process technology
|
|
$
|
864
|
|
|
$
|
(416
|
)
|
|
$
|
809
|
|
|
$
|
(341
|
)
|
Other
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
||||
|
|
$
|
866
|
|
|
$
|
(417
|
)
|
|
$
|
810
|
|
|
$
|
(342
|
)
|
As of
|
|
2015
|
|
2014
|
||||
Accounts payable
|
|
$
|
1,020
|
|
|
$
|
996
|
|
Property, plant and equipment payables
|
|
577
|
|
|
289
|
|
||
Related party payables
|
|
338
|
|
|
673
|
|
||
Salaries, wages and benefits
|
|
321
|
|
|
456
|
|
||
Income and other taxes
|
|
85
|
|
|
71
|
|
||
Customer advances
|
|
15
|
|
|
98
|
|
||
Other
|
|
255
|
|
|
281
|
|
||
|
|
$
|
2,611
|
|
|
$
|
2,864
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||
Instrument
(1)
|
|
Stated Rate
|
|
Effective Rate
|
|
Current
|
|
Long-Term
|
|
Total
|
|
Current
|
|
Long-Term
|
|
Total
|
||||||||||||||
MMJ creditor installment payments
|
|
N/A
|
|
|
6.25
|
%
|
|
$
|
161
|
|
|
$
|
701
|
|
|
$
|
862
|
|
|
$
|
192
|
|
|
$
|
939
|
|
|
$
|
1,131
|
|
Capital lease obligations
(2)
|
|
N/A
|
|
|
N/A
|
|
|
326
|
|
|
466
|
|
|
792
|
|
|
323
|
|
|
588
|
|
|
911
|
|
||||||
1.258% notes
|
|
1.258
|
%
|
|
1.97
|
%
|
|
87
|
|
|
217
|
|
|
304
|
|
|
86
|
|
|
305
|
|
|
391
|
|
||||||
2022 senior notes
|
|
5.875
|
%
|
|
6.14
|
%
|
|
—
|
|
|
589
|
|
|
589
|
|
|
—
|
|
|
587
|
|
|
587
|
|
||||||
2023 senior notes
|
|
5.250
|
%
|
|
5.43
|
%
|
|
—
|
|
|
988
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2024 senior notes
|
|
5.250
|
%
|
|
5.38
|
%
|
|
—
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2025 senior notes
|
|
5.500
|
%
|
|
5.56
|
%
|
|
—
|
|
|
1,138
|
|
|
1,138
|
|
|
—
|
|
|
1,137
|
|
|
1,137
|
|
||||||
2026 senior notes
|
|
5.625
|
%
|
|
5.73
|
%
|
|
—
|
|
|
446
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2031B convertible senior notes
(3)
|
|
1.875
|
%
|
|
6.98
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
||||||
2032C convertible senior notes
(4)
|
|
2.375
|
%
|
|
5.95
|
%
|
|
—
|
|
|
197
|
|
|
197
|
|
|
—
|
|
|
309
|
|
|
309
|
|
||||||
2032D convertible senior notes
(4)
|
|
3.125
|
%
|
|
6.33
|
%
|
|
—
|
|
|
150
|
|
|
150
|
|
|
—
|
|
|
284
|
|
|
284
|
|
||||||
2033E convertible senior notes
(4)
|
|
1.625
|
%
|
|
4.50
|
%
|
|
217
|
|
|
—
|
|
|
217
|
|
|
272
|
|
|
—
|
|
|
272
|
|
||||||
2033F convertible senior notes
(4)
|
|
2.125
|
%
|
|
4.93
|
%
|
|
264
|
|
|
—
|
|
|
264
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||||
2043G convertible senior notes
|
|
3.000
|
%
|
|
6.76
|
%
|
|
—
|
|
|
644
|
|
|
644
|
|
|
—
|
|
|
631
|
|
|
631
|
|
||||||
Other notes payable
|
|
2.209
|
%
|
|
2.38
|
%
|
|
34
|
|
|
171
|
|
|
205
|
|
|
124
|
|
|
113
|
|
|
237
|
|
||||||
|
|
|
|
|
|
$
|
1,089
|
|
|
$
|
6,252
|
|
|
$
|
7,341
|
|
|
$
|
1,618
|
|
|
$
|
4,893
|
|
|
$
|
6,511
|
|
(1)
|
We have either the obligation or the option to pay cash for the principal amount due upon conversion for all of our convertible notes. Since it is our current intent to settle in cash the principal amount of all of our convertible notes upon conversion, the dilutive effect of such notes on earnings per share is computed under the treasury stock method.
|
(3)
|
Amount recorded for 2014 included the debt and equity components. The equity component was reclassified to a debt liability as a result of our obligation to settle the conversions of the 2031B Notes in cash.
|
(4)
|
Since the closing price of our common stock for at least 20 trading days in the 30 trading day period ending on June 30, 2015 exceeded 130% of the conversion price per share, holders had the right to convert their notes at any time during the calendar quarter ended September 30, 2015. The closing price of our common stock also exceeded the thresholds for the calendar quarter ended September 30, 2015; therefore, these notes are convertible by the holders through December 31, 2015. The 2033 Notes are classified as current because the terms of these notes require us to pay cash for the principal amount of any converted notes.
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
As of
|
|
Expected Remaining Term
(Years)
(1)
|
|
Outstanding Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net Carrying Amount
|
|
Outstanding Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net Carrying Amount
|
||||||||||||
MMJ creditor installment payments
|
|
4
|
|
$
|
1,012
|
|
|
$
|
(150
|
)
|
|
$
|
862
|
|
|
$
|
1,369
|
|
|
$
|
(238
|
)
|
|
$
|
1,131
|
|
Capital lease obligations
|
|
4
|
|
792
|
|
|
—
|
|
|
792
|
|
|
911
|
|
|
—
|
|
|
911
|
|
||||||
1.258% notes
|
|
3
|
|
323
|
|
|
(19
|
)
|
|
304
|
|
|
416
|
|
|
(25
|
)
|
|
391
|
|
||||||
2022 Notes
|
|
6
|
|
600
|
|
|
(11
|
)
|
|
589
|
|
|
600
|
|
|
(13
|
)
|
|
587
|
|
||||||
2023 Notes
|
|
8
|
|
1,000
|
|
|
(12
|
)
|
|
988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2024 Notes
|
|
8
|
|
550
|
|
|
(5
|
)
|
|
545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2025 Notes
|
|
9
|
|
1,150
|
|
|
(12
|
)
|
|
1,138
|
|
|
1,150
|
|
|
(13
|
)
|
|
1,137
|
|
||||||
2026 Notes
|
|
10
|
|
450
|
|
|
(4
|
)
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2031B Notes
(2)
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
(28
|
)
|
|
361
|
|
||||||
2032C Notes
|
|
4
|
|
224
|
|
|
(27
|
)
|
|
197
|
|
|
362
|
|
|
(53
|
)
|
|
309
|
|
||||||
2032D Notes
|
|
6
|
|
177
|
|
|
(27
|
)
|
|
150
|
|
|
344
|
|
|
(60
|
)
|
|
284
|
|
||||||
2033E Notes
|
|
2
|
|
233
|
|
|
(16
|
)
|
|
217
|
|
|
300
|
|
|
(28
|
)
|
|
272
|
|
||||||
2033F Notes
|
|
4
|
|
297
|
|
|
(33
|
)
|
|
264
|
|
|
300
|
|
|
(40
|
)
|
|
260
|
|
||||||
2043G Notes
(3)
|
|
13
|
|
1,025
|
|
|
(381
|
)
|
|
644
|
|
|
1,025
|
|
|
(394
|
)
|
|
631
|
|
||||||
Other notes payable
|
|
4
|
|
205
|
|
|
—
|
|
|
205
|
|
|
243
|
|
|
(6
|
)
|
|
237
|
|
||||||
|
|
|
|
$
|
8,038
|
|
|
$
|
(697
|
)
|
|
$
|
7,341
|
|
|
$
|
7,134
|
|
|
$
|
(898
|
)
|
|
$
|
6,511
|
|
(1)
|
Expected remaining term for amortization of the remaining unamortized discount and debt issuance costs as of
September 3, 2015
. The expected remaining term of the 2031B Notes was not applicable because the notes were not outstanding as of
September 3, 2015
. Expected remaining term for capital lease obligations is the weighted-average remaining term.
|
|
|
Increase (Decrease) in Principal
|
|
Increase (Decrease) in Carrying Value
|
|
Increase (Decrease) in Cash
|
|
(Decrease) in Equity
|
|
(Loss) Gain
(1)
|
||||||||||
Conversions and settlements:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2031B Notes
|
|
$
|
(114
|
)
|
|
$
|
(361
|
)
|
|
$
|
(389
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
2033E Notes
|
|
(7
|
)
|
|
(6
|
)
|
|
(19
|
)
|
|
(15
|
)
|
|
2
|
|
|||||
|
|
(121
|
)
|
|
(367
|
)
|
|
(408
|
)
|
|
(15
|
)
|
|
(22
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2032C Notes
|
|
(139
|
)
|
|
(121
|
)
|
|
(415
|
)
|
|
(283
|
)
|
|
(10
|
)
|
|||||
2032D Notes
|
|
(166
|
)
|
|
(140
|
)
|
|
(492
|
)
|
|
(341
|
)
|
|
(11
|
)
|
|||||
2033E Notes
|
|
(60
|
)
|
|
(56
|
)
|
|
(107
|
)
|
|
(49
|
)
|
|
(1
|
)
|
|||||
2033F Notes
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|||||
|
|
(368
|
)
|
|
(319
|
)
|
|
(1,019
|
)
|
|
(676
|
)
|
|
(22
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuances:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2023 Notes
|
|
1,000
|
|
|
988
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|||||
2024 Notes
|
|
550
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|||||
2026 Notes
|
|
450
|
|
|
446
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|||||
|
|
2,000
|
|
|
1,979
|
|
|
1,979
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Early repayment
|
|
(121
|
)
|
|
(115
|
)
|
|
(122
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
$
|
1,390
|
|
|
$
|
1,178
|
|
|
$
|
430
|
|
|
$
|
(691
|
)
|
|
$
|
(49
|
)
|
(1)
|
Included in other non-operating expense.
|
|
|
Increase (Decrease) in Principal
|
|
Increase (Decrease) in Carrying Value
|
|
Increase (Decrease) in Cash
|
|
(Decrease) in Equity
|
|
Loss
(1)
|
||||||||||
Exchanges
|
|
$
|
585
|
|
|
$
|
282
|
|
|
$
|
—
|
|
|
$
|
(238
|
)
|
|
$
|
49
|
|
Conversions and settlements
|
|
(770
|
)
|
|
(434
|
)
|
|
(1,446
|
)
|
|
(886
|
)
|
|
130
|
|
|||||
Repurchases
|
|
(320
|
)
|
|
(264
|
)
|
|
(857
|
)
|
|
(567
|
)
|
|
23
|
|
|||||
Issuances
|
|
2,212
|
|
|
2,157
|
|
|
2,157
|
|
|
—
|
|
|
—
|
|
|||||
Early repayments
|
|
(336
|
)
|
|
(332
|
)
|
|
(339
|
)
|
|
—
|
|
|
3
|
|
|||||
|
|
$
|
1,371
|
|
|
$
|
1,409
|
|
|
$
|
(485
|
)
|
|
$
|
(1,691
|
)
|
|
$
|
205
|
|
(1)
|
$184 million
included in other non-operating expense and
$21 million
included in interest expense
|
•
|
Exchanges
:
Exchanged
$440 million
in aggregate principal amount of our 2027 Notes, 2031A Notes, and 2031B Notes into
$1.03 billion
principal amount at maturity of 2043G Notes.
|
•
|
Conversions and Settlements
:
Holders of substantially all of our remaining 2014 Notes, 2027 Notes, and 2031A Notes (with an aggregate principal amount of
$770 million
) converted their notes and we settled the conversions in cash for
$1.45 billion
. Holders of substantially all of our remaining 2031B Notes converted their notes in August 2014. As a result of our election to settle the conversion amounts entirely in cash, the settlement obligations became derivative debt liabilities, increasing the carrying value of the 2031B Notes by
$275 million
in 2014 before being cash settled in 2015.
|
•
|
Repurchases
:
Repurchased
$320 million
in aggregate principal amount of our convertible 2031B Notes, 2032C Notes, and 2032D Notes for an aggregate of
$857 million
in cash.
|
•
|
Issuances
:
Issued
$600 million
in principal amount of the 2022 Notes and
$1.15 billion
in principal amount of the 2025 Notes, and issued
$462 million
in principal amount of the
1.258%
senior notes due 2019.
|
•
|
Early Repayments
:
Repaid
$332 million
of notes and capital leases prior to their scheduled maturities.
|
2016
|
|
¥
|
19,813
|
|
|
$
|
165
|
|
2017
|
|
19,840
|
|
|
165
|
|
||
2018
|
|
19,762
|
|
|
164
|
|
||
2019
|
|
28,687
|
|
|
238
|
|
||
2020
|
|
33,642
|
|
|
280
|
|
||
|
|
121,744
|
|
|
1,012
|
|
||
Less unamortized discount
|
|
(17,981
|
)
|
|
(150
|
)
|
||
|
|
¥
|
103,763
|
|
|
$
|
862
|
|
|
|
Issuance Date
|
|
Maturity Date
|
|
Principal Issued
|
||
2022 Notes
|
|
Feb 2014
|
|
Feb 2022
|
|
$
|
600
|
|
2023 Notes
|
|
Feb 2015
|
|
Aug 2023
|
|
1,000
|
|
|
2024 Notes
|
|
Apr 2015
|
|
Jan 2024
|
|
550
|
|
|
2025 Notes
|
|
Jul 2014
|
|
Feb 2025
|
|
1,150
|
|
|
2026 Notes
|
|
Apr 2015
|
|
Jan 2026
|
|
450
|
|
|
Redemption Period Requiring Payment of:
|
|
Redemption up to 35% Using Cash Proceeds From an Equity Offering
(3)
|
|||||
|
Make-Whole
(1)
|
|
Premium
(2)
|
|
Date
|
|
Specified Price
|
|
2022 Notes
|
Prior to Feb 15, 2017
|
|
On or after Feb 15, 2017
|
|
Prior to Feb 15, 2017
|
|
105.875
|
%
|
2023 Notes
|
Prior to Feb 1, 2018
|
|
On or after Feb 1, 2018
|
|
Prior to Feb 1, 2018
|
|
105.250
|
%
|
2024 Notes
|
Prior to May 1, 2018
|
|
On or after May 1, 2018
|
|
Prior to May 1, 2018
|
|
105.250
|
%
|
2025 Notes
|
Prior to Aug 1, 2019
|
|
On or after Aug 1, 2019
|
|
Prior to Aug 1, 2017
|
|
105.500
|
%
|
2026 Notes
|
Prior to May 1, 2020
|
|
On or after May 1, 2020
|
|
Prior to May 1, 2018
|
|
105.625
|
%
|
(1)
|
If we redeem prior to the applicable date, the price is principal plus a make-whole premium equal to the present value of the remaining scheduled interest payments as described in the applicable indenture, together with accrued and unpaid interest.
|
(2)
|
If we redeem on or after the applicable date, the price is principal plus a premium which declines over time as specified in the applicable indenture, together with accrued and unpaid interest.
|
(3)
|
If we redeem prior to the applicable date with net cash proceeds of one or more equity offerings, the price is equal to the amount specified above, together with accrued and unpaid interest, subject to a maximum redemption of
35%
of the aggregate principal amount of the respective notes being redeemed.
|
|
|
Holder Put Date
(1)
|
|
Outstanding Principal
|
|
Underlying Shares
|
|
Conversion Price Per Share
|
|
Conversion Price Per Share Threshold
(2)
|
|
Conversion Value in Excess of Principal
(3)
|
|||||||||
2032C Notes
|
|
May 2019
|
|
$
|
224
|
|
|
23
|
|
|
$
|
9.63
|
|
|
$
|
12.52
|
|
|
$
|
161
|
|
2032D Notes
|
|
May 2021
|
|
177
|
|
|
18
|
|
|
9.98
|
|
|
12.97
|
|
|
117
|
|
||||
2033E Notes
|
|
February 2018
|
|
233
|
|
|
21
|
|
|
10.93
|
|
|
14.21
|
|
|
121
|
|
||||
2033F Notes
|
|
February 2020
|
|
297
|
|
|
27
|
|
|
10.93
|
|
|
14.21
|
|
|
154
|
|
||||
2043G Notes
(4)
|
|
November 2028
|
|
1,025
|
|
|
35
|
|
|
29.16
|
|
|
37.91
|
|
|
—
|
|
||||
|
|
|
|
$
|
1,956
|
|
|
124
|
|
|
|
|
|
|
$
|
553
|
|
(1)
|
The terms of our convertible notes give holders the right to require us to repurchase all or a portion of their notes at a date prior to the contractual maturities of the notes at a price equal to the principal amount thereof plus accrued interest.
|
(2)
|
Holders have the right to convert all or a portion of their notes at a date prior to the contractual maturity if, during any calendar quarter, the closing price of our common stock for at least
20
trading days in the
30
consecutive trading days ending on the last trading day of the preceding calendar quarter is more than
130%
of the conversion price. The closing price of our common stock exceeded the thresholds for the calendar quarter ended September 30, 2015 for our 2032 Notes and 2033 Notes; therefore, those notes are convertible by the holders through December 31, 2015.
|
(3)
|
Based on our closing share price of
$16.59
as of
September 3, 2015
.
|
(4)
|
See "2043G Notes."
|
As of
|
|
2015
|
|
2014
|
||||
2032C Notes
|
|
$
|
41
|
|
|
$
|
67
|
|
2032D Notes
|
|
35
|
|
|
69
|
|
||
2033E Notes (excludes $16 and $27 million in mezzanine equity, respectively)
|
|
8
|
|
|
3
|
|
||
2033F Notes (excludes $33 and $41 million in mezzanine equity, respectively)
|
|
8
|
|
|
1
|
|
||
2043G Notes
|
|
173
|
|
|
173
|
|
||
|
|
$
|
265
|
|
|
$
|
313
|
|
|
|
Contractual Interest
|
|
Amortization of Discount and Issuance Costs
|
||||||||||||||||||||
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
2032C Notes
|
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
14
|
|
2032D Notes
|
|
9
|
|
|
13
|
|
|
14
|
|
|
6
|
|
|
8
|
|
|
9
|
|
||||||
2033E Notes
|
|
5
|
|
|
5
|
|
|
3
|
|
|
7
|
|
|
7
|
|
|
4
|
|
||||||
2033F Notes
|
|
6
|
|
|
6
|
|
|
3
|
|
|
7
|
|
|
6
|
|
|
3
|
|
||||||
2043G Notes
|
|
31
|
|
|
24
|
|
|
—
|
|
|
13
|
|
|
9
|
|
|
—
|
|
||||||
Other notes
(1)
|
|
—
|
|
|
7
|
|
|
27
|
|
|
—
|
|
|
24
|
|
|
66
|
|
||||||
|
|
$
|
59
|
|
|
$
|
66
|
|
|
$
|
60
|
|
|
$
|
42
|
|
|
$
|
66
|
|
|
$
|
96
|
|
|
|
Notes Payable
|
|
Capital Lease Obligations
|
||||
2016
|
|
$
|
291
|
|
|
$
|
349
|
|
2017
|
|
289
|
|
|
173
|
|
||
2018
|
|
504
|
|
|
131
|
|
||
2019
|
|
508
|
|
|
91
|
|
||
2020
|
|
702
|
|
|
32
|
|
||
2021 and thereafter
|
|
4,844
|
|
|
76
|
|
||
Unamortized discounts and interest, respectively
|
|
(589
|
)
|
|
(60
|
)
|
||
|
|
$
|
6,549
|
|
|
$
|
792
|
|
As of August 28, 2014
|
|
Previously Reported
|
|
Effect of Adoption
|
|
Retrospectively Adjusted
|
||||||
Other noncurrent assets
|
|
$
|
497
|
|
|
$
|
(82
|
)
|
|
$
|
415
|
|
Current debt
|
|
1,638
|
|
|
(20
|
)
|
|
1,618
|
|
|||
Long-term debt
|
|
4,955
|
|
|
(62
|
)
|
|
4,893
|
|
|||
Redeemable convertible debt
|
|
57
|
|
|
11
|
|
|
68
|
|
|||
Additional capital
|
|
7,879
|
|
|
(11
|
)
|
|
7,868
|
|
2016
|
|
$
|
218
|
|
2017
|
|
296
|
|
|
2018
|
|
106
|
|
|
2019
|
|
15
|
|
|
2020
|
|
12
|
|
|
2021 and thereafter
|
|
35
|
|
|
|
|
$
|
682
|
|
Capped Calls
|
|
|
|
|
|
Strike Price
|
|
Cap Price Range
|
|
Underlying Common Shares
|
|
Value at Expiration
(1)
|
|||||||||||||||
|
Expiration Dates
|
|
|
Low
|
|
High
|
|
|
Minimum
|
|
Maximum
|
||||||||||||||||
2031
|
|
Jan 2016
|
–
|
Feb 2016
|
|
$
|
9.50
|
|
|
$
|
13.17
|
|
|
$
|
13.17
|
|
|
18
|
|
|
$
|
—
|
|
|
$
|
67
|
|
2032C
|
|
May 2016
|
–
|
Nov 2017
|
|
9.80
|
|
|
14.26
|
|
|
15.69
|
|
|
56
|
|
|
—
|
|
|
307
|
|
|||||
2032D
|
|
Nov 2016
|
–
|
May 2018
|
|
10.16
|
|
|
14.62
|
|
|
16.04
|
|
|
44
|
|
|
—
|
|
|
244
|
|
|||||
2033E
|
|
Jan 2018
|
–
|
Feb 2018
|
|
10.93
|
|
|
14.51
|
|
|
14.51
|
|
|
27
|
|
|
—
|
|
|
98
|
|
|||||
2033F
|
|
Jan 2020
|
–
|
Feb 2020
|
|
10.93
|
|
|
14.51
|
|
|
14.51
|
|
|
27
|
|
|
—
|
|
|
98
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
172
|
|
|
$
|
—
|
|
|
$
|
814
|
|
(1)
|
Settlement in cash on the respective expiration dates would result in us receiving an amount ranging from zero, if the market price per share of our common stock is at or below the low strike price, to the maximum amount if the market price per share of our common stock is at or above the high cap price. If share settlement were elected, the number of shares received would be determined by the value of the capped calls at the time of settlement divided by the share price on the settlement date. Settlement of the capped calls prior to the expiration dates may be for an amount less than the maximum value at expiration.
|
|
|
Cumulative Foreign Currency Translation Adjustments
|
|
Gains (Losses) on Derivative Instruments, Net
|
|
Gains (Losses) on Investments, Net
|
|
Pension Liability Adjustments
|
|
Total
|
||||||||||
Balance as of August 28, 2014
|
|
$
|
42
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
56
|
|
Other comprehensive income (loss) before reclassifications
|
|
(42
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
33
|
|
|
(22
|
)
|
|||||
Amount reclassified out of accumulated other comprehensive income
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||||
Tax effects
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||
Other comprehensive income (loss)
|
|
(42
|
)
|
|
(17
|
)
|
|
(4
|
)
|
|
20
|
|
|
(43
|
)
|
|||||
Balance as of September 3, 2015
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
21
|
|
|
$
|
13
|
|
As of
|
|
2015
|
|
2014
|
||||||||||
|
|
Noncontrolling Interest Balance
|
|
Noncontrolling Interest Percentage
|
|
Noncontrolling Interest Balance
|
|
Noncontrolling Interest Percentage
|
||||||
IMFT
(1)
|
|
$
|
829
|
|
|
49
|
%
|
|
$
|
693
|
|
|
49
|
%
|
MP Mask
(1)
|
|
93
|
|
|
50
|
%
|
|
93
|
|
|
50
|
%
|
||
Other
|
|
15
|
|
|
Various
|
|
|
16
|
|
|
Various
|
|
||
|
|
$
|
937
|
|
|
|
|
$
|
802
|
|
|
|
As of
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
134
|
|
|
$
|
84
|
|
Receivables
|
|
79
|
|
|
73
|
|
||
Inventories
|
|
65
|
|
|
48
|
|
||
Other current assets
|
|
7
|
|
|
5
|
|
||
Total current assets
|
|
285
|
|
|
210
|
|
||
Property, plant and equipment, net
|
|
1,768
|
|
|
1,545
|
|
||
Other noncurrent assets
|
|
49
|
|
|
47
|
|
||
Total assets
|
|
$
|
2,102
|
|
|
$
|
1,802
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
182
|
|
|
$
|
106
|
|
Deferred income
|
|
9
|
|
|
8
|
|
||
Current debt
|
|
22
|
|
|
21
|
|
||
Total current liabilities
|
|
213
|
|
|
135
|
|
||
Long-term debt
|
|
49
|
|
|
71
|
|
||
Other noncurrent liabilities
|
|
100
|
|
|
110
|
|
||
Total liabilities
|
|
$
|
362
|
|
|
$
|
316
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
IMFT distributions to Micron
|
|
$
|
6
|
|
|
$
|
10
|
|
|
$
|
38
|
|
IMFT distributions to Intel
|
|
6
|
|
|
10
|
|
|
37
|
|
|||
Micron contributions to IMFT
|
|
148
|
|
|
106
|
|
|
12
|
|
|||
Intel contributions to IMFT
|
|
142
|
|
|
102
|
|
|
11
|
|
As of
|
|
2015
|
|
2014
|
||||
Current assets
|
|
$
|
21
|
|
|
$
|
24
|
|
Noncurrent assets (primarily property, plant and equipment)
|
|
180
|
|
|
203
|
|
||
Current liabilities
|
|
21
|
|
|
28
|
|
||
Noncurrent liabilities
|
|
—
|
|
|
14
|
|
As of
|
|
2015
|
|
2014
|
||||||||||||
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
Notes and MMJ creditor installment payments
|
$
|
5,020
|
|
|
$
|
5,077
|
|
|
$
|
3,634
|
|
|
$
|
3,483
|
|
|
Convertible notes
|
|
2,508
|
|
|
1,472
|
|
|
5,886
|
|
|
2,117
|
|
|
|
Notional Amount
(1)
|
|
Fair Value of
|
||||||||||||
Current Assets
(2)
|
|
Current Liabilities
(3)
|
|
Noncurrent Liabilities
(4)
|
||||||||||||
As of September 3, 2015
|
|
|
|
|
|
|
|
|
||||||||
Currency forward contracts:
|
|
|
|
|
|
|
|
|
||||||||
Yen
|
|
$
|
928
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
Singapore dollar
|
|
282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
New Taiwan dollar
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Yuan
|
|
32
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Euro
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Shekel
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
British Pound
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
1,406
|
|
|
$
|
1
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
As of August 28, 2014
|
|
|
|
|
|
|
|
|
||||||||
Currency forward contracts:
|
|
|
|
|
|
|
|
|
||||||||
Yen
|
|
$
|
554
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
(6
|
)
|
Singapore dollar
|
|
330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Euro
|
|
245
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Shekel
|
|
62
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
|
$
|
1,191
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Convertible notes settlement obligations
|
|
12
|
|
|
—
|
|
|
(389
|
)
|
|
—
|
|
||||
|
|
|
|
$
|
—
|
|
|
$
|
(403
|
)
|
|
$
|
(6
|
)
|
(1)
|
Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares.
|
(2)
|
Included in receivables – other.
|
(3)
|
Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations.
|
(4)
|
Included in other noncurrent liabilities.
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange contracts
|
|
$
|
(64
|
)
|
|
$
|
(27
|
)
|
|
$
|
(222
|
)
|
Convertible notes settlement obligations
|
|
7
|
|
|
(59
|
)
|
|
—
|
|
|
|
Notional Amount (in U.S. Dollars)
|
|
Fair Value of
|
||||||||
|
|
Current Assets
(1)
|
|
Current Liabilities
(2)
|
||||||||
As of September 3, 2015
|
|
|
|
|
|
|
||||||
Yen
|
|
$
|
81
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Euro
|
|
12
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
93
|
|
|
$
|
3
|
|
|
$
|
—
|
|
As of August 28, 2014
|
|
|
|
|
|
|
|
|
||||
Yen
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Euro
|
|
24
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
(1)
|
Included in receivables – other.
|
(2)
|
Included in accounts payable and accrued expenses – other.
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contractual Life
(In Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at August 28, 2014
|
|
48
|
|
|
$
|
10.57
|
|
|
|
|
|
||
Granted
|
|
8
|
|
|
34.45
|
|
|
|
|
|
|||
Exercised
|
|
(10
|
)
|
|
7.35
|
|
|
|
|
|
|||
Canceled or expired
|
|
(2
|
)
|
|
15.93
|
|
|
|
|
|
|||
Outstanding at September 3, 2015
|
|
44
|
|
|
15.33
|
|
|
3.8
|
|
$
|
256
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at September 3, 2015
|
|
18
|
|
|
$
|
9.33
|
|
|
2.4
|
|
$
|
145
|
|
Expected to vest after September 3, 2015
|
|
25
|
|
|
19.11
|
|
|
4.7
|
|
109
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options granted
|
|
8
|
|
|
12
|
|
|
18
|
|
|||
Weighted-average grant-date fair value per share
|
|
$
|
14.79
|
|
|
$
|
9.64
|
|
|
$
|
3.34
|
|
Average expected life in years
|
|
5.6
|
|
|
4.9
|
|
|
5.1
|
|
|||
Weighted-average expected volatility
|
|
45
|
%
|
|
48
|
%
|
|
59
|
%
|
|||
Weighted-average risk-free interest rate
|
|
1.7
|
%
|
|
1.6
|
%
|
|
0.7
|
%
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
Outstanding at August 28, 2014
|
|
13
|
|
|
$
|
15.08
|
|
Granted
|
|
7
|
|
|
32.60
|
|
|
Restrictions lapsed
|
|
(5
|
)
|
|
13.48
|
|
|
Canceled
|
|
(1
|
)
|
|
19.81
|
|
|
Outstanding at September 3, 2015
|
|
14
|
|
|
23.88
|
|
|
|
|
|
|
|
|||
Expected to vest after September 3, 2015
|
|
13
|
|
|
$
|
23.78
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted stock awards granted
|
|
7
|
|
|
7
|
|
|
7
|
|
|||
Weighted-average grant-date fair values per share
|
|
$
|
32.60
|
|
|
$
|
21.88
|
|
|
$
|
6.23
|
|
Aggregate fair values at vesting date
|
|
155
|
|
|
115
|
|
|
17
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock-based compensation expense by caption:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
$
|
65
|
|
|
$
|
39
|
|
|
$
|
27
|
|
Selling, general and administrative
|
|
60
|
|
|
50
|
|
|
45
|
|
|||
Research and development
|
|
42
|
|
|
25
|
|
|
18
|
|
|||
Other
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
|
$
|
168
|
|
|
$
|
115
|
|
|
$
|
91
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by type of award:
|
|
|
|
|
|
|
||||||
Stock options
|
|
$
|
81
|
|
|
$
|
61
|
|
|
$
|
57
|
|
Restricted stock awards
|
|
87
|
|
|
54
|
|
|
34
|
|
|||
|
|
$
|
168
|
|
|
$
|
115
|
|
|
$
|
91
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Loss on impairment of LED assets
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
33
|
|
Loss on impairment of MIT assets
|
|
—
|
|
|
(5
|
)
|
|
62
|
|
|||
Gain on termination of lease to Transform
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Loss on restructure of ST Consortium agreement
|
|
—
|
|
|
—
|
|
|
26
|
|
|||
Other
|
|
2
|
|
|
51
|
|
|
30
|
|
|||
|
|
$
|
3
|
|
|
$
|
40
|
|
|
$
|
126
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
(Gain) loss on disposition of property, plant and equipment
|
|
$
|
(17
|
)
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
Rambus settlement
|
|
—
|
|
|
233
|
|
|
—
|
|
|||
Other
|
|
(28
|
)
|
|
(11
|
)
|
|
(5
|
)
|
|||
|
|
$
|
(45
|
)
|
|
$
|
232
|
|
|
$
|
(8
|
)
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Loss on restructure of debt
|
|
$
|
(49
|
)
|
|
$
|
(184
|
)
|
|
$
|
(31
|
)
|
Gain (loss) from changes in currency exchange rates
|
|
(27
|
)
|
|
(28
|
)
|
|
(229
|
)
|
|||
Gain from disposition of interest in Aptina
|
|
1
|
|
|
119
|
|
|
—
|
|
|||
Gain from issuance of Inotera shares
|
|
—
|
|
|
93
|
|
|
48
|
|
|||
Other
|
|
22
|
|
|
8
|
|
|
(6
|
)
|
|||
|
|
$
|
(53
|
)
|
|
$
|
8
|
|
|
$
|
(218
|
)
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income before income taxes, net income attributable to noncontrolling interests and equity in net income (loss) of equity method investees:
|
|
|
|
|
|
|
||||||
Foreign
|
|
$
|
2,431
|
|
|
$
|
2,619
|
|
|
$
|
839
|
|
U.S.
|
|
178
|
|
|
114
|
|
|
446
|
|
|||
|
|
$
|
2,609
|
|
|
$
|
2,733
|
|
|
$
|
1,285
|
|
|
|
|
|
|
|
|
||||||
Income tax (provision) benefit:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Foreign
|
|
$
|
(93
|
)
|
|
$
|
(46
|
)
|
|
$
|
(17
|
)
|
State
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|||
U.S. federal
|
|
6
|
|
|
(3
|
)
|
|
—
|
|
|||
|
|
(88
|
)
|
|
(51
|
)
|
|
(17
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Foreign
|
|
(85
|
)
|
|
(81
|
)
|
|
9
|
|
|||
U.S. federal
|
|
15
|
|
|
4
|
|
|
—
|
|
|||
State
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
|
(69
|
)
|
|
(77
|
)
|
|
9
|
|
|||
Income tax (provision) benefit
|
|
$
|
(157
|
)
|
|
$
|
(128
|
)
|
|
$
|
(8
|
)
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. federal income tax (provision) benefit at statutory rate
|
|
$
|
(913
|
)
|
|
$
|
(956
|
)
|
|
$
|
(450
|
)
|
Change in unrecognized tax benefits
|
|
(118
|
)
|
|
(152
|
)
|
|
2
|
|
|||
Foreign tax rate differential
|
|
515
|
|
|
474
|
|
|
339
|
|
|||
Change in valuation allowance
|
|
260
|
|
|
544
|
|
|
(418
|
)
|
|||
Noncontrolling investment transactions
|
|
57
|
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
|
53
|
|
|
11
|
|
|
36
|
|
|||
State taxes, net of federal benefit
|
|
19
|
|
|
(39
|
)
|
|
6
|
|
|||
Gain on MMJ Acquisition
|
|
—
|
|
|
(11
|
)
|
|
520
|
|
|||
Transaction costs related to the MMJ Acquisition
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||
Other
|
|
(30
|
)
|
|
1
|
|
|
(5
|
)
|
|||
Income tax (provision) benefit
|
|
$
|
(157
|
)
|
|
$
|
(128
|
)
|
|
$
|
(8
|
)
|
As of
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss and tax credit carryforwards
|
|
$
|
2,869
|
|
|
$
|
3,162
|
|
Accrued salaries, wages and benefits
|
|
143
|
|
|
152
|
|
||
Other accrued liabilities
|
|
97
|
|
|
113
|
|
||
Property, plant and equipment
|
|
—
|
|
|
284
|
|
||
Other
|
|
86
|
|
|
104
|
|
||
Gross deferred tax assets
|
|
3,195
|
|
|
3,815
|
|
||
Less valuation allowance
|
|
(2,051
|
)
|
|
(2,443
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
1,144
|
|
|
1,372
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Debt discount
|
|
(207
|
)
|
|
(291
|
)
|
||
Unremitted earnings on certain subsidiaries
|
|
(162
|
)
|
|
(115
|
)
|
||
Product and process technology
|
|
(43
|
)
|
|
(29
|
)
|
||
Other
|
|
(57
|
)
|
|
(67
|
)
|
||
Deferred tax liabilities
|
|
(469
|
)
|
|
(502
|
)
|
||
|
|
|
|
|
||||
Net deferred tax assets
|
|
$
|
675
|
|
|
$
|
870
|
|
|
|
|
|
|
||||
Reported as:
|
|
|
|
|
||||
Current deferred tax assets (included in other current assets)
|
|
$
|
104
|
|
|
$
|
228
|
|
Noncurrent deferred tax assets
|
|
597
|
|
|
816
|
|
||
Current deferred tax liabilities (included in accounts payable and accrued expenses)
|
|
(4
|
)
|
|
(4
|
)
|
||
Noncurrent deferred tax liabilities (included in other noncurrent liabilities)
|
|
(22
|
)
|
|
(170
|
)
|
||
Net deferred tax assets
|
|
$
|
675
|
|
|
$
|
870
|
|
Year of Expiration
|
|
U.S. Federal
|
|
State
|
|
Japan
|
|
Other Foreign
|
|
Total
|
||||||||||
2016 - 2020
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
1,311
|
|
|
$
|
1,011
|
|
|
$
|
2,425
|
|
2021 - 2025
|
|
—
|
|
|
265
|
|
|
2,499
|
|
|
294
|
|
|
3,058
|
|
|||||
2026 - 2030
|
|
2,022
|
|
|
1,028
|
|
|
—
|
|
|
—
|
|
|
3,050
|
|
|||||
2031 - 2035
|
|
1,999
|
|
|
652
|
|
|
—
|
|
|
—
|
|
|
2,651
|
|
|||||
Indefinite
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
|||||
|
|
$
|
4,021
|
|
|
$
|
2,048
|
|
|
$
|
3,810
|
|
|
$
|
1,335
|
|
|
$
|
11,214
|
|
Year of Tax Credit Expiration
|
|
Federal
|
|
State
|
|
Total
|
||||||
2016 - 2020
|
|
$
|
20
|
|
|
$
|
65
|
|
|
$
|
85
|
|
2021 - 2025
|
|
99
|
|
|
43
|
|
|
142
|
|
|||
2026 - 2030
|
|
65
|
|
|
61
|
|
|
126
|
|
|||
2031 - 2035
|
|
119
|
|
|
—
|
|
|
119
|
|
|||
Indefinite
|
|
—
|
|
|
39
|
|
|
39
|
|
|||
|
|
$
|
303
|
|
|
$
|
208
|
|
|
$
|
511
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning unrecognized tax benefits
|
|
$
|
228
|
|
|
$
|
78
|
|
|
$
|
77
|
|
Increases related to tax positions taken during current year
|
|
119
|
|
|
152
|
|
|
4
|
|
|||
Increases related to tax positions from prior years
|
|
17
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation increases (decreases) to tax positions
|
|
(6
|
)
|
|
1
|
|
|
4
|
|
|||
Lapse of statute of limitations
|
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Settlements with tax authorities
|
|
(1
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|||
Decreases related to tax positions from prior years
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Unrecognized tax benefits acquired in current year
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Ending unrecognized tax benefits
|
|
$
|
351
|
|
|
$
|
228
|
|
|
$
|
78
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income available to Micron shareholders – Basic
|
|
$
|
2,899
|
|
|
$
|
3,045
|
|
|
$
|
1,190
|
|
Dilutive effect related to equity method investment
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Net income available to Micron shareholders – Diluted
|
|
$
|
2,896
|
|
|
$
|
3,043
|
|
|
$
|
1,190
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding – Basic
|
|
1,070
|
|
|
1,060
|
|
|
1,022
|
|
|||
Dilutive effect of equity plans and convertible notes
|
|
100
|
|
|
138
|
|
|
35
|
|
|||
Weighted-average common shares outstanding – Diluted
|
|
1,170
|
|
|
1,198
|
|
|
1,057
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.71
|
|
|
$
|
2.87
|
|
|
$
|
1.16
|
|
Diluted
|
|
2.47
|
|
|
2.54
|
|
|
1.13
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
|||
Equity plans
|
|
18
|
|
|
7
|
|
|
40
|
|
Convertible notes
|
|
18
|
|
|
26
|
|
|
186
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
CNBU
|
|
$
|
6,725
|
|
|
$
|
7,333
|
|
|
$
|
3,462
|
|
MBU
|
|
3,692
|
|
|
3,627
|
|
|
1,214
|
|
|||
SBU
|
|
3,687
|
|
|
3,480
|
|
|
2,824
|
|
|||
EBU
|
|
1,999
|
|
|
1,774
|
|
|
1,275
|
|
|||
All Other
|
|
89
|
|
|
144
|
|
|
298
|
|
|||
|
|
$
|
16,192
|
|
|
$
|
16,358
|
|
|
$
|
9,073
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
CNBU
|
|
$
|
1,481
|
|
|
$
|
1,957
|
|
|
$
|
160
|
|
MBU
|
|
1,126
|
|
|
683
|
|
|
(265
|
)
|
|||
SBU
|
|
(89
|
)
|
|
255
|
|
|
173
|
|
|||
EBU
|
|
435
|
|
|
331
|
|
|
227
|
|
|||
All Other
|
|
45
|
|
|
94
|
|
|
(59
|
)
|
|||
Unallocated
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|||
|
|
$
|
2,998
|
|
|
$
|
3,087
|
|
|
$
|
236
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
CNBU
|
|
$
|
1,058
|
|
|
$
|
878
|
|
|
$
|
687
|
|
MBU
|
|
514
|
|
|
475
|
|
|
293
|
|
|||
SBU
|
|
765
|
|
|
512
|
|
|
551
|
|
|||
EBU
|
|
322
|
|
|
226
|
|
|
215
|
|
|||
All Other
|
|
10
|
|
|
11
|
|
|
67
|
|
|||
Depreciation and amortization expense included in operating income (loss)
|
|
2,669
|
|
|
2,102
|
|
|
1,813
|
|
|||
Other amortization
|
|
136
|
|
|
168
|
|
|
113
|
|
|||
Total depreciation and amortization expense
|
|
$
|
2,805
|
|
|
$
|
2,270
|
|
|
$
|
1,926
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
DRAM
|
|
$
|
10,339
|
|
|
$
|
11,164
|
|
|
$
|
4,361
|
|
Non-Volatile Memory
|
|
5,274
|
|
|
4,468
|
|
|
3,589
|
|
|||
Other
|
|
579
|
|
|
726
|
|
|
1,123
|
|
|||
|
|
$
|
16,192
|
|
|
$
|
16,358
|
|
|
$
|
9,073
|
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
|||
Compute and graphics
|
|
25
|
%
|
|
30
|
%
|
|
20
|
%
|
Mobile
|
|
25
|
%
|
|
20
|
%
|
|
15
|
%
|
SSDs and other storage
|
|
20
|
%
|
|
20
|
%
|
|
25
|
%
|
Server
|
|
15
|
%
|
|
10
|
%
|
|
10
|
%
|
Automotive, industrial, medical, and other embedded
|
|
10
|
%
|
|
10
|
%
|
|
15
|
%
|
For the year ended
|
|
2015
|
|
2014
|
|
2013
|
||||||
China
|
|
$
|
6,658
|
|
|
$
|
6,715
|
|
|
$
|
3,783
|
|
United States
|
|
2,565
|
|
|
2,551
|
|
|
1,512
|
|
|||
Taiwan
|
|
2,241
|
|
|
2,313
|
|
|
980
|
|
|||
Asia Pacific (excluding China, Taiwan, and Japan)
|
|
2,037
|
|
|
1,791
|
|
|
946
|
|
|||
Europe
|
|
1,248
|
|
|
1,252
|
|
|
820
|
|
|||
Japan
|
|
1,026
|
|
|
1,253
|
|
|
589
|
|
|||
Other
|
|
417
|
|
|
483
|
|
|
443
|
|
|||
|
|
$
|
16,192
|
|
|
$
|
16,358
|
|
|
$
|
9,073
|
|
As of
|
|
2015
|
|
2014
|
||||
United States
|
|
$
|
3,643
|
|
|
$
|
3,282
|
|
Singapore
|
|
3,238
|
|
|
3,101
|
|
||
Japan
|
|
2,173
|
|
|
1,221
|
|
||
Taiwan
|
|
1,073
|
|
|
761
|
|
||
China
|
|
331
|
|
|
242
|
|
||
Other
|
|
96
|
|
|
75
|
|
||
|
|
$
|
10,554
|
|
|
$
|
8,682
|
|
2015
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Net sales
|
|
$
|
3,600
|
|
|
$
|
3,853
|
|
|
$
|
4,166
|
|
|
$
|
4,573
|
|
Gross margin
|
|
970
|
|
|
1,202
|
|
|
1,405
|
|
|
1,638
|
|
||||
Operating income
|
|
427
|
|
|
631
|
|
|
855
|
|
|
1,085
|
|
||||
Net income
|
|
471
|
|
|
491
|
|
|
935
|
|
|
1,002
|
|
||||
Net income attributable to Micron
|
|
471
|
|
|
491
|
|
|
934
|
|
|
1,003
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
0.44
|
|
|
$
|
0.46
|
|
|
$
|
0.87
|
|
|
$
|
0.94
|
|
Diluted
|
|
0.42
|
|
|
0.42
|
|
|
0.78
|
|
|
0.84
|
|
2014
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Net sales
|
|
$
|
4,227
|
|
|
$
|
3,982
|
|
|
$
|
4,107
|
|
|
$
|
4,042
|
|
Gross margin
|
|
1,385
|
|
|
1,368
|
|
|
1,403
|
|
|
1,281
|
|
||||
Operating income
|
|
828
|
|
|
839
|
|
|
869
|
|
|
551
|
|
||||
Net income
|
|
1,151
|
|
|
806
|
|
|
741
|
|
|
381
|
|
||||
Net income attributable to Micron
|
|
1,150
|
|
|
806
|
|
|
731
|
|
|
358
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.08
|
|
|
$
|
0.76
|
|
|
$
|
0.69
|
|
|
$
|
0.34
|
|
Diluted
|
|
0.96
|
|
|
0.68
|
|
|
0.61
|
|
|
0.30
|
|
1.
|
|
Financial Statements: See Index to Consolidated Financial Statements under Item 8.
|
2.
|
|
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable or the information is otherwise included.
|
3.
|
|
Exhibits.
|
Exhibit Number
|
|
Description of Exhibit
|
2.1*
|
|
English Translation of Agreement on Support for Reorganization Companies with Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc. and its wholly-owned subsidiary, Akita Elpida Memory, Inc. dated July 2, 2012 (3)
|
2.2*
|
|
Share Purchase Agreement dated July 2, 2012, among Micron Technology, Inc., Micron Semiconductor B.V, Powerchip Technology Corporation, Li-Hsin Investment Co. Ltd., Quantum Vision Corporation, Maxchip Electronics Corporation and Dr. Frank Huang (4)
|
2.3*
|
|
English Translation of Agreement Amending Agreement on Support for Reorganization Companies, dated October 29, 2012, by and among Micron Technology, Inc. and Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc. and Akita Elpida Memory, Inc. (5)
|
2.4*
|
|
English Translation of Agreement Amending Agreement on Support for Reorganization Companies, dated July 31, 2013, by and among Micron Technology, Inc. and Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc. and Akita Elpida Memory, Inc. (6)
|
2.5
|
|
English Translation of the Reorganization Plan of Elpida Memory, Inc. (6)
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant (7)
|
3.2
|
|
Bylaws of the Registrant, Amended and Restated (31)
|
4.1
|
|
Indenture dated November 3, 2010, by and between Micron Technology, Inc. and Wells Fargo Bank, National Association (9)
|
4.2
|
|
Form of Note (included in Exhibit 4.1) (9)
|
4.3
|
|
Indenture dated as of April 18, 2012, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee for 2.375% Convertible Senior Notes due 2032 (1)
|
4.4
|
|
Indenture dated as of April 18, 2012, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee for 3.125% Convertible Senior Notes due 2032 (1)
|
4.5
|
|
Form of 2032C Note (included in Exhibit 4.3) (1)
|
4.6
|
|
Form of 2032D Note (included in Exhibit 4.4) (1)
|
4.7
|
|
Indenture dated as of May 23, 2007, by and between Micron Technology, Inc. and Wells Fargo Bank, National Association, as trustee (10)
|
4.8
|
|
Indenture dated July 26, 2011, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee for 1.50% Convertible Senior Notes due 2031 (11)
|
4.9
|
|
Indenture dated July 26, 2011, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee for 1.875% Convertible Senior Notes due 2031 (11)
|
4.10
|
|
Form of 2031A Note (included in Exhibit 4.8) (11)
|
4.11
|
|
Form of 2031B Note (included in Exhibit 4.9) (11)
|
4.12
|
|
Indenture, dated as of February 12, 2013, by and between Micron Technology, Inc. and U.S. Bank National Association, as trustee (2)
|
4.13
|
|
Indenture, dated as of February 12, 2013, by and between Micron Technology, Inc. and U.S. Bank National Association, as trustee (2)
|
4.14
|
|
Form of 2033E Note (included in Exhibit 4.12) (2)
|
4.15
|
|
Form of 2033F Note (included in Exhibit 4.13) (2)
|
4.16
|
|
Indenture, dated as of November 12, 2013, by and between Micron Technology, Inc. & U.S. Bank National Association (12)
|
4.17
|
|
Form of New Note (included in Exhibit 4.16) (12)
|
4.18
|
|
Indenture dated as of December 16, 2013, by and among Micron Semiconductor Asia Pte., Ltd., Wells Fargo Bank, National Association, and Export-Import Bank of the United States (13)
|
4.19
|
|
Indenture dated as of February 10, 2014, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee (14)
|
4.20
|
|
Form of Note (included in Exhibit 4.19) (14)
|
4.21
|
|
Indenture, dated as of July 28, 2014, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee (15)
|
4.22
|
|
Form of Note (included in Exhibit 4.21) (15)
|
4.23
|
|
Indenture, dated as of April 30, 2015, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee. (8)
|
4.24
|
|
Indenture, dated as of April 30, 2015, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee. (8)
|
4.25
|
|
Form of Note (included in Exhibit 4.23). (8)
|
4.26
|
|
Form of Note (included in Exhibit 4.24). (8)
|
4.27
|
|
Indenture, dated as of February 3, 2015, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee. (35)
|
4.28
|
|
Form of Note (included in Exhibit 4.27). (35)
|
10.1
|
|
Executive Officer Performance Incentive Plan, as Amended (34)
|
10.2
|
|
1997 Nonstatutory Stock Option Plan, as Amended (4)
|
10.3
|
|
1998 Nonstatutory Stock Option Plan, as Amended (4)
|
10.4
|
|
2001 Stock Option Plan, as Amended (4)
|
10.5
|
|
2001 Stock Option Plan Form of Agreement (17)
|
10.6
|
|
2004 Equity Incentive Plan, as Amended and Restated
|
10.7
|
|
2004 Equity Incentive Plan Forms of Agreement and Terms and Conditions
|
10.8
|
|
Amended and Restated 2007 Equity Incentive Plan
|
10.9
|
|
2007 Equity Incentive Plan Forms of Agreement
|
10.10
|
|
Nonstatutory Stock Option Plan, as Amended
|
10.11
|
|
Nonstatutory Stock Option Plan Form of Agreement and Terms and Conditions
|
10.12
|
|
Numonyx Holdings B.V. Equity Incentive Plan (18)
|
10.13
|
|
Numonyx Holdings B.V. Equity Incentive Plan Forms of Agreement (18)
|
10.14*
|
|
Patent License Agreement dated September 15, 2006, by and among Toshiba Corporation, Acclaim Innovations, LLC and Micron Technology, Inc. (19)
|
10.15
|
|
Form of Indemnification Agreement between the Registrant and its officers and directors (13)
|
10.16*
|
|
Master Agreement dated as of November 18, 2005, between Micron Technology, Inc. and Intel Corporation (20)
|
10.17*
|
|
Supply Agreement dated as of January 6, 2006, between Intel Corporation and IM Flash Technologies, LLC (20)
|
10.18
|
|
Form of Severance Agreement (21)
|
10.19
|
|
Share Purchase Agreement by and among Micron Technology, Inc. as the Buyer Parent, Micron Semiconductor B.V., as the Buyer, Qimonda Ag as the Seller Parent and Qimonda Holding B.V., as the Seller Sub dated as of October 11, 2008 (16)
|
10.20
|
|
Form of Capped Call Confirmation dated as of July 20, 2011, between Micron Technology, Inc. and Société Genérale (22)
|
10.21
|
|
Form of Capped Call Confirmation dated as of July 22, 2011 (22)
|
10.22*
|
|
2012 Master Agreement by and among Intel Corporation, Intel Technology Asia PTE LTD, Micron Technology, Inc., Micron Semiconductor Asia PTE LTD, IM Flash Technologies, LLC and IM Flash Singapore, LLP dated February 27, 2012 (23)
|
10.23*
|
|
Second Amended and Restated Limited Liability Company Operating Agreement of IM Flash Technologies, LLC dated April 6, 2012, between Micron Technology, Inc. and Intel Corporation (24)
|
10.24*
|
|
Amendment to the Master Agreement dated April 6, 2012, between Intel Corporation and Micron Technology, Inc. (24)
|
10.25*
|
|
Amended and Restated Supply Agreement dated April 6, 2012, between Intel Corporation and IM Flash Technologies, LLC (24)
|
10.26*
|
|
Amended and Restated Supply Agreement dated April 6, 2012, between Micron Technology, Inc. and IM Flash Technologies, LLC (24)
|
10.27*
|
|
Product Supply Agreement dated April 6, 2012, among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia PTE LTD (24)
|
10.28*
|
|
Wafer Supply Agreement dated April 6, 2012, among Micron Technology, Inc., Intel Corporation and Micron Singapore (24)
|
10.29
|
|
Form of Capped Call Confirmation dated April 2012 (1)
|
10.30*
|
|
Supply Agreement, dated January 17, 2013, by and among Micron Technology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories, Inc. (25)
|
10.31*
|
|
Joint Venture Agreement, dated January 17, 2013, by and among Micron Semiconductor B.V., Numonyx Holdings B.V., Micron Technology Asia Pacific, Inc. and Nanya Technology Corporation (25)
|
10.32*
|
|
Facilitation Agreement, dated January 17, 2013, by and among Micron Semiconductor B.V., Numonyx Holdings B.V., Micron Technology Asia Pacific, Inc., Nanya Technology Corporation and Inotera Memories, Inc. (25)
|
10.33
|
|
Micron Guaranty Agreement, dated January 17, 2013, by Micron Technology, Inc. in favor of Nanya Technology Corporation (25)
|
10.34*
|
|
Technology Transfer and License Option Agreement for 20NM Process Node, dated January 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation (26)
|
10.35*
|
|
Omnibus IP Agreement, dated January 17, 2013, by and between Nanya Technology Corporation and Micron Technology, Inc. (25)
|
10.36*
|
|
Second Amended and Restated Technology Transfer and License Agreement for 68-50NM Process Nodes, dated January 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation (26)
|
10.37*
|
|
Third Amended and Restated Technology Transfer and License Agreement, dated January 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation (25)
|
10.38*
|
|
Omnibus IP Agreement, dated January 17, 2013, by and between Micron Technology, Inc. and Inotera Currency Option Transaction 590297603-2 Trade Date March 26, 2013, by and between Micron Technology, Inc. and Deutsche Bank AG, London Branch (25)
|
10.39*
|
|
English Translation of Front-End Manufacturing Supply Agreement, dated July 31, 2013, by and between Micron Semiconductor Asia Pte. Ltd. and Elpida Memory, Inc. (27)
|
10.40*
|
|
English Translation of Research and Development Engineering Services Agreement, dated July 31, 2013, by and between Micron Technology, Inc. and Elpida Memory, Inc. (6)
|
10.41*
|
|
English Translation of General Services Agreement, dated July 31, 2013, by and between Micron Semiconductor Asia Pte. Ltd. and Elpida Memory, Inc. (27)
|
10.42
|
|
Form of Capped Call Confirmation dated February 2013 (2)
|
10.43
|
|
Purchase Agreement, dated as of February 5, 2014, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers (28)
|
10.44
|
|
Registration Rights Agreement, dated as of February 10, 2014, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers (14)
|
10.45
|
|
Purchase Agreement, dated as of July 23, 2014, by and among Micron Technology, Inc. and Morgan Stanley & Co LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers (29)
|
10.46
|
|
Registration Rights Agreement dated as of July 28, 2014, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers (15)
|
10.47
|
|
Credit Agreement dated as of December 2, 2014 among Micron Technology, Inc. and Micron Semiconductor Products, Inc., as Borrowers, HSBC Bank USA, N.A., as Administrative Agent, Co-Collateral Agent, Joint Lead Arranger and Joint Book Runner, JPMorgan Chase Bank, N.A., as Co-Collateral Agent and Syndication Agent, J.P. Morgan Securities LLC, as Joint Lead Arranger and Joint Book Runner, Bank of America, N.A., Citigroup Global Markets, Inc. and Wells Fargo Bank, N.A., as Joint Book Runners and Co-Documentation Agents, and certain financial institutions, as lenders. (30)
|
10.48
|
|
Facility Agreement, dated February 12, 2015, among Micron Semiconductor Asia Pte. Ltd., as borrower, certain financial institutions party thereto, and The Hongkong and Shanghai Banking Corporation Limited, as facility agent, security agent and account bank. (32)
|
10.49*
|
|
2015 Supply Agreement, dated February 10, 2015, by and among Micron Technology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories, Inc. (33)
|
10.50*
|
|
2016 Supply Agreement, dated February 10, 2015, by and among Micron Technology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories, Inc. (33)
|
10.51*
|
|
Amended and Restated Supply Agreement, dated September 1, 2015, by and among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte. Ltd.
|
10.52*
|
|
Supplemental Supply Agreement, dated September 1, 2015, by and among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte. Ltd.
|
10.53*
|
|
Wafer Supply Agreement No. 3, dated September 1, 2015, by and among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte. Ltd.
|
10.54*
|
|
First Amendment to the Wafer Supply Agreement, dated September 1, 2015, by and among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte. Ltd.
|
10.55
|
|
Purchase Agreement, dated as of April 27, 2015, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers. (8)
|
21.1
|
|
Subsidiaries of the Registrant
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
|
Incorporated by reference to Current Report on Form 8-K dated April 12, 2012
|
(2)
|
|
Incorporated by reference to Current Report on Form 8-K dated February 6, 2013
|
(3)
|
|
Incorporated by reference to Current Report on Form 8-K/A dated July 2, 2012, and filed October 31, 2012
|
(4)
|
|
Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended August 30, 2012
|
(5)
|
|
Incorporated by reference to Current Report on Form 8-K dated October 29, 2012
|
(6)
|
|
Incorporated by reference to Current Report on Form 8-K dated July 31, 2013
|
(7)
|
|
Incorporated by reference to Current Report on Form 8-K dated January 26, 2015
|
(8)
|
|
Incorporated by reference to Current Report on Form 8-K dated April 30, 2015
|
(9)
|
|
Incorporated by reference to Current Report on Form 8-K dated November 3, 2010
|
(10)
|
|
Incorporated by reference to Current Report on Form 8-K dated May 17, 2007
|
(11)
|
|
Incorporated by reference to Current Report on Form 8-K dated July 26, 2011
|
(12)
|
|
Incorporated by reference to Current Report on Form 8-K dated November 12, 2013
|
(13)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended February 27, 2014
|
(14)
|
|
Incorporated by reference to Current Report on Form 8-K dated February 10, 2014
|
(15)
|
|
Incorporated by reference to Current Report on Form 8-K dated July 28, 2014
|
(16)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended December 4, 2008
|
(17)
|
|
Incorporated by reference to Current Report on Form 8-K dated April 3, 2005
|
(18)
|
|
Incorporated by reference to Registration Statement on Form S-8 (Reg. No. 333-167536)
|
(19)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006
|
(20)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended December 1, 2005
|
(21)
|
|
Incorporated by reference to Current Report on Form 8-K dated October 26, 2007
|
(22)
|
|
Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended September 1, 2011
|
(23)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended March 1, 2012
|
(24)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2012
|
(25)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended March 5, 2015
|
(26)
|
|
Incorporated by reference to Quarterly Report on Form 10-Q/A Amendment 2 for the fiscal quarter ended February 28, 2013
|
(27)
|
|
Incorporated by reference to Current Report on Form 8-K/A dated July 31, 2013, and filed October 2, 2013
|
(28)
|
|
Incorporated by reference to Current Report on Form 8-K dated February 5, 2014
|
(29)
|
|
Incorporated by reference to Current Report on Form 8-K dated July 23, 2014
|
(30)
|
|
Incorporated by reference to Current Report on Form 8-K dated December 8, 2014
|
(31)
|
|
Incorporated by reference to Current Report on Form 8-K dated April 9, 2014
|
(32)
|
|
Incorporated by reference to Current Report on Form 8-K dated February 12, 2015
|
(33)
|
|
Incorporated by reference to Current Report on Form 8-K dated February 10, 2015
|
(34)
|
|
Incorporated by reference to Definitive Proxy Statement on Form DEF 14A filed on December 12, 2014
|
(35)
|
|
Incorporated by reference to Current Report on Form 8-K dated February 3, 2015
|
|
Micron Technology, Inc.
|
|
|
By:
|
/s/ Ernest E. Maddock
|
|
|
Ernest E. Maddock
Chief Financial Officer and Vice President, Finance
|
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/ D. Mark Durcan
|
Chief Executive Officer
|
October 27, 2015
|
(D. Mark Durcan)
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Ernest E. Maddock
|
Chief Financial Officer and
|
October 27, 2015
|
(Ernest E. Maddock)
|
Vice President, Finance
|
|
|
(Principal Financial and
|
|
|
Accounting Officer)
|
|
|
|
|
/s/ Robert L. Bailey
|
Director
|
October 27, 2015
|
(Robert L. Bailey)
|
|
|
|
|
|
|
|
|
/s/ Richard M. Beyer
|
Director
|
October 27, 2015
|
(Richard M. Beyer)
|
|
|
|
|
|
|
|
|
/s/ Patrick J. Byrne
|
Director
|
October 27, 2015
|
(Patrick J. Byrne)
|
|
|
|
|
|
|
|
|
/s/ Warren East
|
Director
|
October 27, 2015
|
(Warren East)
|
|
|
|
|
|
|
|
|
/s/ Mercedes Johnson
|
Director
|
October 27, 2015
|
(Mercedes Johnson)
|
|
|
|
|
|
|
|
|
/s/ Lawrence N. Mondry
|
Director
|
October 27, 2015
|
(Lawrence N. Mondry)
|
|
|
|
|
|
|
|
|
/s/ Robert E. Switz
|
Chairman of the Board
|
October 27, 2015
|
(Robert E. Switz)
|
Director
|
|
For the year ended
|
|
September 3,
2015 |
|
August 28,
2014 |
|
August 29,
2013 |
||||||
Net sales
|
|
$
|
5,547
|
|
|
$
|
5,819
|
|
|
$
|
4,404
|
|
Cost of goods sold
|
|
3,329
|
|
|
3,514
|
|
|
3,721
|
|
|||
Gross margin
|
|
2,218
|
|
|
2,305
|
|
|
683
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
299
|
|
|
264
|
|
|
238
|
|
|||
Research and development
|
|
1,483
|
|
|
1,389
|
|
|
921
|
|
|||
Other operating (income) expense, net
|
|
(12
|
)
|
|
251
|
|
|
77
|
|
|||
Operating income (loss)
|
|
448
|
|
|
401
|
|
|
(553
|
)
|
|||
|
|
|
|
|
|
|
||||||
Gain on MMJ Acquisition
|
|
—
|
|
|
(33
|
)
|
|
1,484
|
|
|||
Interest income (expense), net
|
|
(273
|
)
|
|
(209
|
)
|
|
(189
|
)
|
|||
Other non-operating income (expense), net
|
|
(85
|
)
|
|
(86
|
)
|
|
(248
|
)
|
|||
|
|
90
|
|
|
73
|
|
|
494
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax (provision) benefit
|
|
38
|
|
|
18
|
|
|
(1
|
)
|
|||
Equity in earnings (loss) of subsidiaries
|
|
2,773
|
|
|
2,956
|
|
|
703
|
|
|||
Equity in net loss of equity method investees
|
|
(2
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|||
Net income attributable to Micron
|
|
2,899
|
|
|
3,045
|
|
|
1,190
|
|
|||
Other comprehensive income (loss)
|
|
(43
|
)
|
|
(7
|
)
|
|
(17
|
)
|
|||
Comprehensive income attributable to Micron
|
|
$
|
2,856
|
|
|
$
|
3,038
|
|
|
$
|
1,173
|
|
As of
|
|
September 3,
2015 |
|
August 28,
2014 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
721
|
|
|
$
|
1,249
|
|
Short-term investments
|
|
479
|
|
|
384
|
|
||
Receivables
|
|
133
|
|
|
114
|
|
||
Notes and accounts receivable from subsidiaries
|
|
1,091
|
|
|
1,767
|
|
||
Finished goods
|
|
77
|
|
|
84
|
|
||
Work in process
|
|
321
|
|
|
228
|
|
||
Raw materials and supplies
|
|
86
|
|
|
68
|
|
||
Other current assets
|
|
82
|
|
|
215
|
|
||
Total current assets
|
|
2,990
|
|
|
4,109
|
|
||
Investment in subsidiaries
|
|
13,051
|
|
|
10,149
|
|
||
Long-term marketable investments
|
|
932
|
|
|
819
|
|
||
Noncurrent notes receivable from and prepaid expenses to subsidiaries
|
|
163
|
|
|
111
|
|
||
Property, plant and equipment, net
|
|
1,679
|
|
|
1,519
|
|
||
Equity method investments
|
|
—
|
|
|
9
|
|
||
Other noncurrent assets
|
|
488
|
|
|
543
|
|
||
Total assets
|
|
$
|
19,303
|
|
|
$
|
17,259
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
677
|
|
|
$
|
766
|
|
Short-term debt and accounts payable to subsidiaries
|
|
384
|
|
|
619
|
|
||
Current debt
|
|
655
|
|
|
1,065
|
|
||
Other current liabilities
|
|
8
|
|
|
30
|
|
||
Total current liabilities
|
|
1,724
|
|
|
2,480
|
|
||
Long-term debt
|
|
4,797
|
|
|
3,191
|
|
||
Other noncurrent liabilities
|
|
431
|
|
|
760
|
|
||
Total liabilities
|
|
6,952
|
|
|
6,431
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
49
|
|
|
68
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity:
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,084 shares issued and outstanding (1,073 as of August 28, 2014)
|
|
108
|
|
|
107
|
|
||
Other equity
|
|
12,194
|
|
|
10,653
|
|
||
Total Micron shareholders' equity
|
|
12,302
|
|
|
10,760
|
|
||
Total liabilities and equity
|
|
$
|
19,303
|
|
|
$
|
17,259
|
|
For the year ended
|
|
September 3,
2015 |
|
August 28,
2014 |
|
August 29,
2013 |
||||||
Net cash (used for) provided by operating activities
|
|
$
|
996
|
|
|
$
|
888
|
|
|
$
|
(347
|
)
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
|
(1,799
|
)
|
|
(1,047
|
)
|
|
(924
|
)
|
|||
Expenditures for property, plant, and equipment
|
|
(609
|
)
|
|
(392
|
)
|
|
(350
|
)
|
|||
Cash contributions to subsidiaries
|
|
(151
|
)
|
|
(121
|
)
|
|
(23
|
)
|
|||
Payments to settle hedging activities
|
|
(135
|
)
|
|
(27
|
)
|
|
(256
|
)
|
|||
Cash paid for acquisitions
|
|
(57
|
)
|
|
—
|
|
|
(596
|
)
|
|||
Expenditures for intangible assets
|
|
(42
|
)
|
|
(43
|
)
|
|
(34
|
)
|
|||
Proceeds from sales and maturities of available-for-sale securities
|
|
1,581
|
|
|
557
|
|
|
678
|
|
|||
Proceeds from settlement of hedging activities
|
|
78
|
|
|
23
|
|
|
38
|
|
|||
Proceeds from repayment of loans to subsidiaries, net
|
|
65
|
|
|
379
|
|
|
851
|
|
|||
Cash distributions from subsidiaries
|
|
33
|
|
|
227
|
|
|
38
|
|
|||
Proceeds from sales of property, plant, and equipment
|
|
19
|
|
|
45
|
|
|
38
|
|
|||
Proceeds from receipt of loan payments
|
|
10
|
|
|
56
|
|
|
—
|
|
|||
Cash received from disposition of interest in Aptina
|
|
1
|
|
|
105
|
|
|
—
|
|
|||
Other
|
|
5
|
|
|
7
|
|
|
(36
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
(1,001
|
)
|
|
(231
|
)
|
|
(576
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Repayments of debt
|
|
(1,645
|
)
|
|
(2,469
|
)
|
|
(777
|
)
|
|||
Cash paid to acquire treasury stock
|
|
(884
|
)
|
|
(76
|
)
|
|
(5
|
)
|
|||
Payments of licensing obligations
|
|
(82
|
)
|
|
(47
|
)
|
|
(31
|
)
|
|||
Proceeds from issuance of debt
|
|
2,050
|
|
|
1,750
|
|
|
693
|
|
|||
Proceeds from issuance of stock under equity plans
|
|
73
|
|
|
265
|
|
|
150
|
|
|||
Proceeds from equipment sale-leaseback transactions
|
|
—
|
|
|
—
|
|
|
126
|
|
|||
Other
|
|
(35
|
)
|
|
(32
|
)
|
|
(43
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(523
|
)
|
|
(609
|
)
|
|
113
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of changes in currency exchange rates on cash and cash equivalents
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and equivalents
|
|
(528
|
)
|
|
47
|
|
|
(810
|
)
|
|||
Cash and equivalents at beginning of period
|
|
1,249
|
|
|
1,202
|
|
|
2,012
|
|
|||
Cash and equivalents at end of period
|
|
$
|
721
|
|
|
$
|
1,249
|
|
|
$
|
1,202
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||
Instrument
(1)
|
|
Stated Rate
|
|
Effective Rate
|
|
Current
|
|
Long-Term
|
|
Total
|
|
Current
|
|
Long-Term
|
|
Total
|
||||||||||||||
Capital lease obligations
(2)
|
|
N/A
|
|
|
N/A
|
|
|
$
|
174
|
|
|
$
|
40
|
|
|
$
|
214
|
|
|
$
|
172
|
|
|
$
|
233
|
|
|
$
|
405
|
|
2022 senior notes
|
|
5.875
|
%
|
|
6.14
|
%
|
|
—
|
|
|
589
|
|
|
589
|
|
|
—
|
|
|
587
|
|
|
587
|
|
||||||
2023 senior notes
|
|
5.250
|
%
|
|
5.43
|
%
|
|
—
|
|
|
988
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2024 senior notes
|
|
5.250
|
%
|
|
5.38
|
%
|
|
—
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2025 senior notes
|
|
5.500
|
%
|
|
5.56
|
%
|
|
—
|
|
|
1,138
|
|
|
1,138
|
|
|
—
|
|
|
1,137
|
|
|
1,137
|
|
||||||
2026 senior notes
|
|
5.625
|
%
|
|
5.73
|
%
|
|
—
|
|
|
446
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2031B convertible senior notes
(3)
|
|
1.875
|
%
|
|
6.98
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
||||||
2032C convertible senior notes
(4)
|
|
2.375
|
%
|
|
5.95
|
%
|
|
—
|
|
|
197
|
|
|
197
|
|
|
—
|
|
|
309
|
|
|
309
|
|
||||||
2032D convertible senior notes
(4)
|
|
3.125
|
%
|
|
6.33
|
%
|
|
—
|
|
|
150
|
|
|
150
|
|
|
—
|
|
|
284
|
|
|
284
|
|
||||||
2033E convertible senior notes
(4)
|
|
1.625
|
%
|
|
4.50
|
%
|
|
217
|
|
|
—
|
|
|
217
|
|
|
272
|
|
|
—
|
|
|
272
|
|
||||||
2033F convertible senior notes
(4)
|
|
2.125
|
%
|
|
4.93
|
%
|
|
264
|
|
|
—
|
|
|
264
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||||
2043G convertible senior notes
|
|
3.000
|
%
|
|
6.76
|
%
|
|
—
|
|
|
644
|
|
|
644
|
|
|
—
|
|
|
631
|
|
|
631
|
|
||||||
Other
|
|
1.654
|
%
|
|
1.65
|
%
|
|
—
|
|
|
60
|
|
|
60
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||
|
|
|
|
|
|
$
|
655
|
|
|
$
|
4,797
|
|
|
$
|
5,452
|
|
|
$
|
1,065
|
|
|
$
|
3,191
|
|
|
$
|
4,256
|
|
(1)
|
Micron has either the obligation or the option to pay cash for the principal amount due upon conversion for all of its convertible notes. Micron's current intent is to settle in cash the principal amount of all of its convertible notes upon conversion.
|
(3)
|
Amount recorded for 2014 included the debt and equity components. The equity component was reclassified to a debt liability as a result of Micron's obligation to settle the conversions of the 2031B Notes in cash.
|
(4)
|
Since the closing price of Micron's common stock for at least
20
trading days in the
30
trading day period ending on June 30, 2015 exceeded
130%
of the initial conversion price per share, holders have the right to convert their notes at any time during the calendar quarter ended September 30, 2015. The closing price of Micron's common stock also exceeded the thresholds for the calendar quarter ended September 30, 2015; therefore, these notes are convertible by the holders through December 31, 2015. The 2033 Notes are classified as current because the terms of these notes require us to pay cash for the principal amount of any converted notes.
|
|
|
Notes Payable
|
|
Capital Lease Obligations
|
||||
2016
|
|
$
|
—
|
|
|
$
|
179
|
|
2017
|
|
—
|
|
|
30
|
|
||
2018
|
|
233
|
|
|
3
|
|
||
2019
|
|
224
|
|
|
3
|
|
||
2020
|
|
347
|
|
|
3
|
|
||
2021 and thereafter
|
|
4,854
|
|
|
3
|
|
||
Unamortized discounts and interest, respectively
|
|
(420
|
)
|
|
(7
|
)
|
||
|
|
$
|
5,238
|
|
|
$
|
214
|
|
|
Balance at
Beginning of
Year
|
|
Business Acquisitions
|
|
Charged
(Credited) to
Income Tax
Provision
|
|
Currency
Translation
and Charges
to Other
Accounts
|
|
Balance at
End of
Year
|
||||||||||
Deferred Tax Asset Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended September 3, 2015
|
$
|
2,443
|
|
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
(132
|
)
|
|
$
|
2,051
|
|
Year ended August 28, 2014
|
3,155
|
|
|
—
|
|
|
(544
|
)
|
|
(168
|
)
|
|
2,443
|
|
|||||
Year ended August 29, 2013
|
1,470
|
|
|
1,292
|
|
|
418
|
|
|
(25
|
)
|
|
3,155
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Pitney Bowes Inc. | PBI |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|