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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended August 29, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10658
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1618004
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
8000 S. Federal Way, Boise, Idaho 83716-9632
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (208) 368-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $.10 per share NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer
(Do not check if a smaller reporting company) Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of such stock on February 28, 2013,
as reported by the NASDAQ Global Select Market, was approximately $6.5 billion. Shares of common stock held by each executive officer and director and
by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant's common stock as of October 18, 2013, was 1,051,855,450.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant’s Fiscal 2013 Annual Meeting
of Shareholders to be held on January 22, 2014, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ... whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of such stock on February 28, 2013, as reported by the NASDAQ Global Select Market...

  • Page 2
    ... otherwise. Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number is (208) 368-4000. Information about us is available on the internet at www.micron.com. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current...

  • Page 3
    ...whose assets include a 300mm DRAM wafer fabrication facility located in Taichung City, Taiwan; and a 100% ownership interest in Akita, whose assets include an assembly and test facility located in Akita, Japan. Elpida's semiconductor memory products include Mobile DRAM, targeted toward mobile phones...

  • Page 4
    ...reportable segments: DRAM Solutions Group ("DSG"): Includes DRAM products sold to the PC, consumer electronics, networking and server markets. NAND Solutions...In 2013, we offered DDR3 products in 1Gb, 2Gb and 4Gb densities and DDR2 ...also offer DRAM memory products including DDR and DDR2 Mobile LPDRAM, ...

  • Page 5
    ... and capacities and in all major media formats, including: CompactFlash, Memory Stick and Secure Digital ("SD"). CompactFlash and Memory Stick products sold by us incorporate our patented controller technology. Other products, including SD memory cards and some JumpDrive products, incorporate third...

  • Page 6
    ... Corporation Various 35% 40% 2009 2013 DRAM Wafer Probe (1) IMFT: We partner with Intel for the design, development and manufacture of NAND Flash and certain emerging memory products. In connection therewith, we formed a joint venture with Intel, IM Flash Technologies, LLC ("IMFT"), to manufacture...

  • Page 7
    ... Rexchip subsidiaries. Manufacturing Our manufacturing facilities are located in the United States, China, Israel, Japan, Malaysia, Puerto Rico, Singapore and Taiwan. Our Inotera joint venture also has a wafer fabrication facility in Taiwan. In September 2013, we entered into an agreement to sell...

  • Page 8
    ... in 2013, 8% of our net sales in 2012 and 9% of our net sales in 2011. We expect that our acquisition of Elpida will increase our concentration of sales to mobile, graphics and computing markets in 2014. Our semiconductor memory products are offered under the Micron, Lexar®, Crucial™, SpecTek...

  • Page 9
    ...liability for certain failures of product during a stated warranty period is usually limited to repair or ...technologies), NOR Flash memory, specialty memory, SSDs, hybrid memory cubes and other memory technologies and systems. Our R&D expenses were $931 million, $918 million and $791 million in 2013...

  • Page 10
    ...for specific memory solutions. Our process, design and package development efforts occur at multiple locations across the world, with our largest R&D centers located in Boise, Idaho and Hiroshima, Japan. Our largest design center is also located at our corporate headquarters in Boise, Idaho. We have...

  • Page 11
    ...solid wastes from our manufacturing processes. In 2013...annually by the Board of Directors and our directors are elected annually... 2013, the following executive officers and directors were subject to the reporting ...Adams was the Chief Operating Officer of Lexar Media, Inc. Mr. Adams served as ...

  • Page 12
    ...in 2008 after serving as a member of the Company's Board of Directors from June 2004 to April ...President of Memory in February 2006 and has served as Vice President of DRAM Solutions from June... holds a BA in Business Administration from Washington State University. Robert L. Bailey was the Chairman of...

  • Page 13
    ... 2013. He originally joined ARM in 1994, and served in various roles prior to being appointed CEO. He currently serves on the board of De La Rule PLC, Inc. Mr. East is a chartered engineer, Distinguished Fellow of the British Computer Society, Fellow of the Institution of Engineering and Technology...

  • Page 14
    ...12)% 28% 26% (52)% (52)% 2013 from 2012 2012 from 2011 2011 from 2010 ...technologies and product and process improvements have resulted in significant increases in the worldwide supply of semiconductor memory. Increases in worldwide supply of semiconductor memory also result from semiconductor memory...

  • Page 15
    ...Court will grant any such petition. During the pendency of the Japan Proceedings, the Elpida Companies are obligated to provide periodic financial reports to the Japan Court and may be required to obtain the consent of the Japan Court prior to taking a number of significant actions relating to their...

  • Page 16
    ...and New Taiwan dollars so... controls for 2013 but will...over financial reporting. Debt ...Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen (or the equivalent of approximately $2.05 billion), less certain expenses of the Japan... semiconductor memory industry...

  • Page 17
    ...Technologies, LLC ("IMFT"), none of which is generally available to finance our other operations. As a result of the Japan Proceedings, for so long as such proceedings are continuing, the Elpida Companies...ended December 31, 2012. As of June 30, 2013, Inotera was not in compliance with certain loan ...

  • Page 18
    ... 17, 2013, we entered into agreements with Nanya Technology Corporation ("Nanya...currencies other than the U.S. dollar (our reporting currency), primarily the Singapore dollar, euro, shekel and yen. We...response to severe downturns in the semiconductor memory industry and global economic conditions, we ...

  • Page 19
    ... companies are inherently risky and may not be successful and may materially adversely affect our business, results of operations or financial condition. Our future success depends on our ability to develop and produce competitive new memory technologies. Our key semiconductor memory technologies...

  • Page 20
    ...Memories, Inc. and seeks an order requiring us to retransfer the Inotera shares purchased from Qimonda to the Qimonda estate. The complaint...2013, June 11, 2013 and July 2, 2013. An additional hearing is scheduled for November 12, 2013... difficulties in transferring technology to joint ventures;...

  • Page 21
    ...memory technology and computer memory chips. Rambus' complaint alleged various causes of action under California state...California. Rambus alleges that certain of our DDR2, DDR3, RLDRAM, and RLDRAM II products ...the Federal Circuit's decision. On January 2, 2013, Judge Robinson entered a new opinion in ...

  • Page 22
    ...process technology at our manufacturing operations which are widely dispersed in multiple locations in several countries including the U.S., Singapore, Taiwan, Japan,...in the semiconductor memory industry and negatively impact our ability to compete. In recent years, supply of memory products has ...

  • Page 23
    ...83% of our consolidated net sales for 2013. In addition, a substantial portion of our manufacturing operations are located outside the United States. In particular, a significant portion of our manufacturing operations are concentrated in Singapore. Our international sales and operations are subject...

  • Page 24
    ... that subject us to counterparty default risks, including cash deposits, investments, foreign currency option and forward contracts, and capped-call contracts on our stock. As a result, we are subject to the risk that the counterparty to one or more of these arrangements will default on its...

  • Page 25
    ...corporate headquarters are located in Boise, Idaho. The following is a summary of our principal facilities as of August 29, 2013: Location Boise, Idaho Lehi, Utah Manassas, Virginia Singapore Aguadilla, Puerto Rico Xi'an, China Kiryat Gat, Israel Muar, Malaysia Taichung City, Taiwan Hiroshima, Japan...

  • Page 26
    ...On February 26, 2013, the Elpida Companies' creditors approved the reorganization plans and on February 28, 2013, the Japan Court issued an ...equivalent of approximately $307 million as of August 29, 2013) in each of the final two annual installment payments. Under the Sponsor Agreement, we agreed ...

  • Page 27
    ...Japan Proceedings, the Elpida Companies are obligated to provide periodic financial reports to the Japan Court and may be required to obtain the consent of the Japan...misrepresentation. The complaint also seeks ...remedy. On January 2, 2013, Judge Robinson entered ...that certain of our DDR2, DDR3, RLDRAM, ...

  • Page 28
    ... LLC and Technology Properties Limited LLC filed a patent infringement action in the U.S. District Court for the District of Delaware against us and seventeen other defendants, including Elpida Memory, Inc. and Elpida Memory (USA) Inc. (collectively "Elpida"). The complaint alleges that certain...

  • Page 29
    ...Memory, Inc., Elpida Memory (USA) Inc. (collectively "Elpida"), and numerous other defendants, in the United States District Court for the Eastern District of Texas. The complaint... memory technology and computer memory chips. Rambus' complaint alleged various causes of action under California state ...

  • Page 30
    ... those asserted in the DRAM antitrust cases filed in the United States. Plaintiffs' motion for class certification was denied in the British ...condition. Securities Matters On July 12, 2013, seven former shareholders of Elpida Memory, Inc. filed a complaint against Messrs. Sakamoto, Adachi, Gomi, ...

  • Page 31
    ..."MU" and traded under the same symbol on the New York Stock Exchange through December 29, 2009. The following table represents the high and low closing sales prices for our common stock for each quarter of 2013 and 2012, as reported by Bloomberg L.P.: Fourth Quarter 2013 High Low 2012 High Low $ 14...

  • Page 32
    ..., as payment of withholding taxes in connection with the vesting of restricted stock and restricted stock unit awards, 3,857 shares of our common stock at an average price per share of $13.37. We retired these shares in the fourth quarter of 2013. (b) Average price paid per share $ 12.49 13.39 13.83...

  • Page 33
    ... for our common stock, the S&P 500 Composite Index and the Philadelphia Semiconductor Index (SOX) from August 31, 2008, through August 31, 2013. We operate on...assumes $100 was invested on August 31, 2008 in common stock of Micron Technology, Inc., the S&P 500 Composite Index and the Philadelphia ...

  • Page 34
    ... Taichung City, Taiwan; and a 100% ownership interest in Akita, whose assets include an assembly and test facility located in Akita, Japan. As a result of the consummation of our acquisition of Elpida and the Rexchip shares, we own approximately 89% of Rexchip's common stock. The total consideration...

  • Page 35
    ...noncontrolling interest in Inotera, a publicly-traded DRAM manufacturer in Taiwan. In connection therewith, we entered into a supply agreement with...Supply Agreement contemplates annual negotiations with respect to potential successive one-year extensions. As of August 29, 2013, our ownership interest...

  • Page 36
    ...and similar terms include Micron Technology, Inc. and its subsidiaries...the timing and effect of the transition of our Singapore DRAM facility to NAND Flash production, our increases in...notes for the year ended August 29, 2013. All period references are to our ... in our reported financial results ...

  • Page 37
    ... in Taichung City, Taiwan; and an assembly and test facility located in Akita, Japan. The Elpida and Rexchip fabrication facilities together represent approximately one-third of our wafer capacity. Elpida's semiconductor memory products include Mobile DRAM, targeted toward mobile phones and tablets...

  • Page 38
    ...of currency exchange contracts to hedge our exposure to yen and New Taiwan Dollar payments (the "Elpida Hedges"). These currency exchange contracts were ...Memory, Inc." for further details of the acquisition. Inotera Memories, Inc. On January 17, 2013, we entered into agreements with Nanya Technology...

  • Page 39
    ... 31, 2013. Total net sales decreased 6% for 2012 as compared to 2011, reflecting declines in average selling prices across all reportable segments partially...composed of sales of CMOS image sensors. On May 3, 2013, we sold Micron Technology Italia, S.r.l., ("MIT") a wholly-owned subsidiary, including...

  • Page 40
    ...-license agreement. NAND Solutions Group ("NSG") For the year ended Net sales Operating income 2013 2,841 201 2012 ...sold for 2013 were primarily due to improvements in product and process technologies. NSG sells...facility in Singapore. On April 6, 2012, we also acquired the assets of IMFT located at ...

  • Page 41
    ... Cost reductions resulted primarily from improvements in product and process technologies. NSG operating income for 2011 benefited from a $57 .... Wireless Solutions Group ("WSG") For the year ended Net sales Operating income (loss) 2013 1,221 $ (263) 2012 1,184 $ (368) 2011 1,959 19 $ In 2013, WSG ...

  • Page 42
    ...of 2013 we began to transition production at our DRAM fabrication facility in Singapore from...technologies and the acquisition of Elpida on July 31, 2013. Effective on January 1, 2013... Memories, Inc.") Our cost of product purchased from Inotera under these supply agreements was $1,260 million for 2013,...

  • Page 43
    ... 300mm wafer fabrication facilities in Japan and Taiwan that are dedicated to the ...cost of goods sold for 2013 and a significant portion of the reminder is expected to be included in costs of goods sold in...Singapore throughout 2012. Our gross margin percentage on sales of NAND Flash products for 2013...

  • Page 44
    ... university program and stock-based compensation and ...memory (including multi-level and triple-level cell technologies), NOR Flash memory, specialty memory, solid-state drives, Hybrid Memory Cubes and other memory technologies...reportable segment and are reported under All Other. As of August 29, 2013...

  • Page 45
    ... Inotera issued 634 million common shares to Nanya and certain of its affiliates in a private placement at a price equal to 9.47 New Taiwan dollars per common share (approximately $0.32 U.S. dollars as of May 28, 2013), which was in excess of our carrying value per share. As a result of the issuance...

  • Page 46
    ... us without the consent of the Japan Court. Moreover, loans or advances by subsidiaries of the Elpida Companies may be considered outside of the ... Acquisition of Elpida Memory, Inc.") Cash and equivalents in the table above included $62 million held by IMFT as of August 29, 2013 and $157 million...

  • Page 47
    ...Depending on conditions in the semiconductor memory market, our cash flows from ... the closing price of our common stock for at least 20 trading days in...product and process technologies, support future growth...200mm Avezzano facility to LFoundry, on May 22, 2013, we entered into a short-term, interest-...

  • Page 48
    ... into shares of our common stock. Additionally, on February 12, 2013, we repurchased $464 million of...29, 2013, we had not drawn any amounts under this facility. Elpida Memory, Inc. On July 31, 2013, we ... 2013. Under their plans of reorganizations, the Elpida Companies are to make additional annual...

  • Page 49
    ...use reasonable best efforts to assist the Elpida Companies in financing up to 64 billion yen (... Technology, Inc. or one of its subsidiaries. As of August 29, 2013... Notes to Consolidated Financial Statements - Acquisition of Elpida Memory, Inc.") Contractual Obligations Payments Due by Period Less than...

  • Page 50
    ... for our comparable components. The Inotera Supply Agreement contemplates annual negotiations with respect to potential successive one-year extensions and... due 2013, we entered into capped call transactions (the "2013 Capped Calls") covering approximately 45.2 million shares of common stock with ...

  • Page 51
    ...requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related ... provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and...

  • Page 52
    ...stated at the lower of average cost or market value. Cost includes labor, material and overhead costs, including product and process technology...memory inventory by approximately $154 million as of August 29, 2013. Due to the volatile nature of the semiconductor memory... stock awards. We estimate stock ...

  • Page 53
    .... Under the terms and conditions of the Elpida Companies' respective plans of reorganization, the Elpida Companies are obligated to pay 200 billion yen (or... and unsecured creditors of Elpida in October 2013. The remaining 140 billion yen is due in six annual installments payable at the end of each ...

  • Page 54
    ... 29, 2013, August 30, 2012 and September 1, 2011: 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...

  • Page 55
    MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions except per share amounts) August 29, 2013 $ 9,073 7,226 1,847 562 931 ...) 190 (23) 167 For the year ended Net sales Cost of goods sold Gross margin Selling, general and administrative Research and development Restructure and ...

  • Page 56
    MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) August 29, 2013 $ 1,194 August 30, September 1, 2012 2011 (1,031) $ $ 190 For the year ended Net income (loss) Other comprehensive income (loss), net of tax: Gain (loss) on ...

  • Page 57
    MICRON TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEETS (in millions except par value amounts) August 29, 2013 $ 2,880 221 2,329 2,649 556 276 8,911 499...liabilities Total liabilities Commitments and contingencies Micron shareholders' equity: Common stock, $0.10 par value, 3,000 shares authorized, 1,044.4...

  • Page 58
    ... from noncontrolling interests Distributions to noncontrolling interests Purchase and settlement of capped calls Repurchase and retirement of common stock Balance at August 29, 2013 994.5 $ 99 $ 8,446 $ (536) $ 167 11 121 $ 8,020 167 121 211 76 28 - - $ 1,796 23 6 $ 9,816 190 127...

  • Page 59
    MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) For the year ... acquisitions on contracts payable and capital leases Conversion of notes to stock, net of unamortized issuance cost Exchange of convertible notes $ August 29, 2013 1,194 1,804 122 222 114 91 83 31 (1,484) ...

  • Page 60
    ...memory, as well as other innovative memory technologies, packaging solutions...States of America. Certain reclassifications have been made to prior period amounts to conform to current period presentation, including restructure and asset impairment activities prior to 2013 that were previously reported...

  • Page 61
    ..., inventory was categorized as memory (primarily DRAM and NAND Flash and NOR Flash) and imaging products for purposes of determining lower of average cost or market. Due to the sale on May 3, 2013 of Micron Technology Italia, S.r.l. ("MIT") and our assignment to LFoundry Marsica S.r.l. ("LFoundry...

  • Page 62
    ...Memories, Inc. ("Inotera") is a VIE because its equity is not sufficient to permit it to finance its activities without additional support from its shareholders. In the second quarter of 2013, we entered into agreements with Nanya Technology...operate in Taiwan. Therefore,... in Hiroshima, Japan. SCHE is ...

  • Page 63
    ... Elpida and Powerchip Technology Corporation ("Powerchip") from Powerchip and certain of its affiliates (the "Powerchip ...located in Taichung City, Taiwan; and a 100% ownership interest in Akita, whose assets include an assembly and test facility located in Akita, Japan. Elpida's semiconductor memory...

  • Page 64
    We estimated the provisional fair value of the assets and liabilities of Elpida and it's subsidiaries (the "Elpida Group") as of the July 31, 2013 acquisition date using an in-use model, which reflects its value through its use in combination with other assets as a group. These provisional amounts ...

  • Page 65
    ...may require consent of Elpida's trustees and/or the Japan Court. Total net assets, less noncontrolling interests, of the Elpida Companies and their subsidiaries as of August 29, 2013 were $2,460 million. As of August 29, 2013, the Elpida Companies held cash and equivalents of $1,094 million and $556...

  • Page 66
    ... respectively. The table below presents the amortized cost and fair value of available-for-sale debt securities, including cash equivalents, as of August 29, 2013 by contractual maturity: Amortized Cost Money market funds not due at a single maturity date Due in 1 year or less Due in 1 - 2 years Due...

  • Page 67
    ..., from our currency hedges. As of August 29, 2013 and August 30, 2012, other receivables included $34 million and $34 million, respectively, due from Intel for amounts related to NAND Flash and certain emerging memory technologies product design and process development activities under cost-sharing...

  • Page 68
    ...) of equity method investees, net of tax, included the following: For the year ended Inotera Other 2013 $ $ (79) $ (4) (83) $ 2012 (189) $ (105) (294) $ 2011... $9 million of assets and $8 million of liabilities as of August 29, 2013 and $29 million of assets and $14 million of liabilities as of August...

  • Page 69
    ...memory company, since the first quarter of 2009. In March 2012, we contributed $170 million to Inotera, which increased our ownership percentage to 40%. On May 28, 2013...a stated annual interest rate of 2% to facilitate the purchase of capital equipment necessary to implement new process technology. ...

  • Page 70
    ...2013, we acquired, as an asset of Elpida, a 40% interest in Tera Probe, Inc. ("Tera Probe"), a Japanese-based company...stock price. Tera Probe performs probe services for certain of our manufacturing processes. Included in cost of goods sold for 2013... of our Boise, Idaho manufacturing facilities leased...

  • Page 71
    ... $47 million, respectively, for product and process technology with weighted-average useful lives of 7 years and 10 years, respectively. Amortization expense was $83 million, $88 million and $79 million for 2013, 2012 and 2011, respectively. Annual amortization expense is estimated to be $90 million...

  • Page 72
    ... the Intel note of Micron Technology, Inc. ("MTI") of $2,531 million are ...Japan. Both of the Elpida Companies have adopted plans of reorganization which set forth the treatment of the Elpida Companies... Elpida in October 2013. The remaining 140 billion yen is due in six annual installments payable at ...

  • Page 73
    ...Companies in the event that any outstanding claims, which were not treated as fixed claims under the plans of reorganization at the time the plans were filed with the Japan.... As of August 29, 2013, the discount is being accreted...unsecured creditors of the Elpida Companies (stated in Japanese yen and ...

  • Page 74
    ... through July 2017. On July 31, 2013, in connection with our acquisition of the Elpida Companies and purchase of the Rexchip shares from ...convert their notes during any calendar quarter if the closing price of our common stock for at least 20 trading days in a 30 trading day period ending on ...

  • Page 75
    ...the liability components for our convertible notes were as follows: As of Term (Years)(1) 1 4 5 7 6 8 4 6 Outstanding Principal $ 485 175 345 345 550 450 300 300 2013 Unamortized Net Carrying Discount Amount $ (20) $ 465 (28) 147 (68) 277 (92) 253 (87) 463 (81) 369 (28) 272 (40) 260 2012 Unamortized...

  • Page 76
    ... of the 2014 Notes are considered in diluted earnings per share under the treasury stock method. Cash Redemption at Our Option: We may redeem for cash the 2014 Notes if the last reported sale price of our common stock has been at least 130% of the conversion price (approximately $18.50 per share...

  • Page 77
    ... than 98% of the product of the closing price of our common stock and the conversion rate of the 2027 Notes during the period specified in... terms of the indenture, we may, at our election, deliver shares of common stock in lieu of cash with respect to this make-whole payment. 2031A and 2031B Notes...

  • Page 78
    ... on or after August 5, 2013 and the 2031B Notes on or after August 5, 2014 if the last reported sale price of our common stock has been at least 130%... less than 98% of the product of the closing price of our common stock and the conversion rate of the 2032C or 2032D Notes during the periods specified...

  • Page 79
    ...is less than 98% of the product of the closing price of our common stock and the conversion rate of the 2033 Notes during the periods specified in the ...3.25% per annum, payable quarterly in arrears. Also on August 27, 2013, we entered into a variable-for-fixed interest rate swap calculated on an...

  • Page 80
    ...to be used to fund purchases of equipment relating to the research and development or manufacturing of certain emerging memory technologies. As of August 29, 2013, the outstanding balance was $25 million. (See "Consolidated Variable Interest Entities - IM Flash" note.) Revolving Credit Facilities On...

  • Page 81
    Debt Restructure On February 12, 2013, we repurchased $464 million of aggregate principal amount of our 2014 Notes for $477 million in privately negotiated transactions. The liability and equity components of the 2014 Notes were stated separately pursuant to the accounting standards for convertible ...

  • Page 82
    ...the semiconductor and other high technology industries, from time to time...injunctive relief. The complaint alleges, among other... suit unenforceable against us. On March 27, 2013, Rambus filed a notice of appeal to the...of California alleging that certain of our DDR2, DDR3, RLDRAM and RLDRAM II products ...

  • Page 83
    ... and Ebara Technologies, Inc. On December 7, 2007, Tessera, Inc. filed a patent infringement against Elpida Memory, Inc., Elpida Memory (USA) Inc. (collectively "Elpida"), and numerous other defendants, in the United States District Court for the Eastern District of Texas. The complaint alleges that...

  • Page 84
    ...LLC, Smart Memory Solutions LLC and Semiconductor Technologies, LLC matters ...memory technology and computer memory chips. Rambus' complaint alleged various causes of action under California state... by the end of the first quarter of 2013 in accordance with the settlement agreement. Three putative...

  • Page 85
    ... July 12, 2013, seven former shareholders of Elpida Memory, Inc. ("Elpida") filed a complaint against Messrs. Sakamoto, Adachi, Gomi, Shirai, Tsay-Jiu, Wataki, Kinoshita, and Takahasi in their capacity as members of the board of directors of Elpida as of February 2013. The complaint alleges that the...

  • Page 86
    ...: Concurrent with the issuance in April 2009 of our 4.25% Convertible Senior Notes due 2013, we entered into capped call transactions (the "2013 Capped Calls") covering approximately 45.2 million shares of common stock with an initial strike price of approximately $5.08 per share and a cap price of...

  • Page 87
    ...foreign currencies, primarily the euro, shekel, Singapore dollar and yen. We are also exposed... terms of the derivative instrument. As of August 29, 2013, our maximum exposure to loss due to credit risk if...marked-to-market at the end of each reporting period. Realized and unrealized gains and losses ...

  • Page 88
    ... accounting designation were as follows: Notional Amount (in U.S. Dollars) As of August 29, 2013 Currency forward contracts: Yen Singapore dollar Euro Shekel Currency options: New Taiwan dollar Interest rate swap contracts Current Assets(1) Fair Value of Noncurrent Assets(2) (Current Liabilities...

  • Page 89
    ... fair values for derivatives with cash flow hedge accounting designation were as follows: Notional Amount (in U.S. Dollars) As of August 29, 2013 Currency forward contracts: Yen Euro Currency options: Yen Interest swap contracts: As of August 30, 2012 Currency forward contracts: Yen Euro Currency...

  • Page 90
    ... the net amounts recorded in our consolidated balance sheet: Current Assets(1) $ $ Noncurrent Assets(2) 2 $ (1) 1 $ 3 - 3 (Current Liabilities)(3) $ $ (5) 1 (4) As of August 29, 2013 Gross amount Gross amounts offset in the statement of financial position Net amounts presented in the statement of...

  • Page 91
    ...-term marketable investments: Corporate bonds Government securities Asset-backed securities Marketable equity securities Restricted cash: Certificates of deposit $ 1,188 - - - 1,188 2013 Level 2 Level 3 $ - 38 35 - 73 112 72 26 9 2 221 2012 Level 2 Level 3 $ - 27 29 5 61 31 51 10 4 4 100 Total...

  • Page 92
    ...of equity method investees. Fair Value of Financial Instruments Amounts reported as cash and equivalents, receivables, and accounts payable and ...August 29, 2013, we had an aggregate of 160.2 million shares of common stock reserved for the issuance of stock options and restricted stock awards, of ...

  • Page 93
    ...1.8% Number of Shares Outstanding at August 30, 2012 Granted Restrictions lapsed Cancelled Outstanding at August 29, 2013 Expected to vest after August 29, 2013 Restricted Stock Awards granted for 2013, 2012 and 2011 were as follows: For the year ended Service-based awards Performance-based awards...

  • Page 94
    ...stock. We match in cash eligible contributions from employees up to 5% of the employee's annual eligible earnings. Contribution expense for the RAM Plans was $41 million, $41 million and $26 million in 2013...Transform Gain from disposition of Japan Fabrication Facility Other 2013 $ 62 $ 33 26 (25) ...

  • Page 95
    ...core memory operations, we have entered into various restructure activities. For 2013,...the quantitative thresholds of a reportable segment are reported under All Other and ... the development of LED technology to the expected proceeds from...Boise, Idaho and we recognized a gain of $25 million in 2013. 94

  • Page 96
    ...Japan (the "Japan Fab") to Tower Semiconductor Ltd. ("Tower"). Under the arrangement, Tower paid $40 million in cash, approximately 1.3 million ordinary shares of Tower (subsequent to a 1 for 15 reverse stock... $14 million in 2013 to write down the...to manufacture NOR flash memory at the facility (Level...

  • Page 97
    ... allowance Transaction costs to acquire Elpida Gain on acquisition of Elpida Foreign operations Tax credits State taxes, net of federal benefit Debt repurchase premium Other Income tax (provision) benefit 2013 2012 (450) $ 264 $ (370) (373) (38) - 520 - 282 104 36 2 6 9 - - 6 11 (8) $ 17 $ 2011 (193...

  • Page 98
    ...certain subsidiaries Product and process technology Other Deferred tax liabilities Net deferred tax assets Reported as: Current deferred tax... 29, 2013, our federal and state tax credit carryforwards were $238 million and $203 million, respectively. If not utilized our federal and state tax credit...

  • Page 99
    ... such companies are expected to result in additional tax liability. Remaining undistributed earnings of $1.8 billion as of August 29, 2013 have been...U.S. states and various foreign jurisdictions throughout the world. Our federal and state tax returns remain open to examination for 2009 through 2013. ...

  • Page 100
    ...shares of common stock or any ...'s assets located at our...2013, $134 million of the deposit remained to be applied or refunded. The agreements also provided for the following expansion of the scope of the IMFT joint venture to include certain emerging memory technologies; supply of NAND Flash memory...

  • Page 101
    ... 2012): For the year ended IM Flash distributions to Micron IM Flash distributions to Intel Micron contributions to IM Flash Intel contributions to IM Flash 2013 $ 38 37 12 11 $ 2012 439 391 151 177 $ 2011 234 225 1,580 - IM Flash sells products to the joint venture members generally in proportion...

  • Page 102
    ...NAND Flash R&D cost-sharing agreement with Intel to include certain emerging memory technologies, but did not change the cost-sharing percentage. R&D expenses ...an aggregate of $19 million and $26 million as of August 29, 2013 and August 30, 2012, respectively, related to this agreement. We purchase ...

  • Page 103
    ...others, products, technologies and customers. We have the following four reportable segments: DRAM Solutions Group ("DSG"): ...in the accounting policies for segment reporting and our consolidated results of operations. For the year ended Net sales: DSG NSG WSG ESG All Other 2013 $ 3,519 2,841 1,221 1,...

  • Page 104
    ... 2013 ...Solid state drives Networking and storage 2013 30% 15% 15% 15% 10% 2012 25% 15% 20% 10% 10% 2011 30% 25% 15% 5% 15% Customer concentrations included net sales to Intel of 10%, 12% and 10% for 2013, 2012 and 2011, respectively and net sales to Hewlett-Packard Company ("HP") of 10% in 2013...

  • Page 105
    ... are affiliated with ...location were as follows: For the year ended China United States Asia Pacific (excluding China, Taiwan and Malaysia) Taiwan Europe Malaysia Other 2013...were as follows: As of Singapore United States Japan China Taiwan Israel Italy Other $ $ $ $ 2013 3,225 3,041 615 350 307...

  • Page 106
    ...710 1,708 Third Quarter $ 2,318 556 149 43 43 Second First Quarter Quarter $ 2,078 $ 1,834 366 217 (23) (97) (284) (275) (286) (275) 2013 Net sales Gross margin Operating income (loss) Net income (loss) Net income (loss) attributable to Micron Earnings (loss) per share: Basic Diluted $ 1.65 1.51...

  • Page 107
    Income taxes for the third quarter of 2012 included a tax benefits of $42 million related to the favorable resolution of a certain prior year tax matter, which was previously reserved as an uncertain tax position. 106

  • Page 108
    ...position of Micron Technology, Inc. and its subsidiaries at August 29, 2013 and August ...Memory, Inc. ("Elpida") and its subsidiaries, including Rexchip Electronics Corporation from its assessment of internal control over financial reporting as of August 29, 2013 because it was acquired by the Company...

  • Page 109
    ... registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Form 10-K. Management's evaluation of the effectiveness of its internal control over financial reporting as of August 29, 2013 excluded Elpida Memory, Inc. ("Elpida") and its subsidiaries...

  • Page 110
    ...Certain information concerning our executive officers is included under the caption, "Directors and Executive Officers of the Registrant," in Part I, Item 1 of this report. Other information required by Items 10, 11, 12, 13 and 14 will be contained in our Proxy Statement which will be filed with the...

  • Page 111
    ...The following documents are filed as part of this report: 1. 2. 3. Exhibit Number 1.4 1.5 Financial ...Memory, Inc. and Akita Elpida Memory, Inc. (5) English Translation of Agreement Amending Agreement on Support for Reorganization Companies, dated July 31, 2013, by and among Micron Technology...

  • Page 112
    ... 27, 2007, between Micron Semiconductor Asia Pte. Ltd. And Intel Technology Asia Pte. Ltd. (17) Supply Agreement dated as of February 27, 2007, between Micron Semiconductor Asia Pte. Ltd. And IM Flash Singapore, LLP (17) Amended and Restated Limited Liability Company Operating Agreement of IM Flash...

  • Page 113
    ...Technology, Inc. as Guarantor in favor of ABN Amro Bank N.V., Singapore Branch acting as Security Trustee (25) Form of Severance Agreement (26) Lexar Media, Inc. 1996 Stock... Technology, Inc., Micron Semiconductor B.V., Nanya Technology Corporation, MeiYa Technology Corporation and Inotera Memories,...

  • Page 114
    ... the Company and Société Genérale (34) Form of Capped Call Confirmation dated as of July 22, 2011 (34) 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...

  • Page 115
    ... dated March 26, 2013, by and between Micron Technology, Inc. and J. Aron & Company, an affiliate of the Goldman Sachs Group, Inc. (36) English Translation of Front-End Manufacturing Supply Agreement, dated July 31, 2013, by and between Micron Semiconductor Asia Pte. Ltd. and Elpida Memory, Inc. (40...

  • Page 116
    ... Officer Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350 Financial Statements of Inotera Memories, Inc. as of December 31, 2011 and 2012 and for each of the years in the three-year period ended December 31, 2012...

  • Page 117
    ...8-K dated April 12, 2012 Incorporated by reference to Current Report on Form 8-K dated February 6, 2013 Incorporated by reference to Current Report on Form 8-K/A dated July 2, 2012, and filed October 31, 2012 Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended August 30...

  • Page 118
    ... Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on the 28th day of October 2013. Micron Technology, Inc. /s/ Ronald C. Foster By: Ronald C. Foster Vice President of...

  • Page 119
    SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in millions) August 29, 2013 $ 4,404 3,721 683 238 921 77 (553) 1,484 (189) (248) 494 (1) 703 (6) 1,190 (17) 1,173 $ August 30, 2012...

  • Page 120
    ...REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED... contingencies Micron shareholders' equity: Common stock, $0.10 par value, 3,000 ...2012) Other equity Total Micron shareholders' equity Total liabilities and equity August 29, 2013 $ 1,202 221 159 826 88 332 43 30 2,901 7,465 499 573...

  • Page 121
    ... OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED STATEMENTS OF CASH FLOWS (in millions) August 29, August 30, September 1, 2013 2012 2011 (347)...obligations Debt issuance costs, net Cash paid to purchase common stock Other Net cash provided by (used for) financing activities ...

  • Page 122
    ...Technology, Inc., ("Micron") a Delaware corporation, was incorporated in 1978. Micron is the parent company... United States (U.S.) for annual financial ...MTI guarantees certain debt obligations of its subsidiaries. MTI does not guarantee the Elpida creditor installment payments. As of August 29, 2013...

  • Page 123
    ...under such agreements on behalf of its subsidiaries. As of August 29, 2013, the maximum potential amount of future payments Micron could have been required...Micron would be permitted to seek reimbursement from the subsidiary company(s) through liquidation of the assets collateralized by the various ...

  • Page 124
    ... reasonable best efforts to assist the Elpida Companies in financing up to 64 billion yen ...circumstances or direct financial support from Micron Technology, Inc. or one of its subsidiaries...Memory, Inc., Elpida Memory (USA) Inc., and numerous other defendants, and the complaint filed on July 12, 2013 ...

  • Page 125
    ...QUALIFYING ACCOUNTS (in millions) MICRON TECHNOLOGY, INC. Balance at Beginning of Year Allowance for Doubtful Accounts Year ended August 29, 2013 Year ended August 30, 2012 Year ended September 1, 2011 Deferred Tax Asset Valuation Allowance Year ended August 29, 2013 Year ended August 30, 2012 Year...

  • Page 126
    ...which Organized Japan Taiwan Delaware Delaware Delaware United Kingdom Japan Singapore Netherlands Israel Italy Malaysia Idaho China China Italy Puerto Rico Idaho Netherlands Taiwan Name Elpida Memory, Inc. Elpida Memory, (Taiwan) Co., Ltd. Elpida Memory (USA) Inc. IM Flash Technologies, LLC Micron...

  • Page 127
    ... EXECUTIVE OFFICER I, D. Mark Durcan, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Micron Technology, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in...

  • Page 128
    ... annual report on Form 10-K of Micron Technology, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state... in the registrant's internal control over financial reporting. b. Date: October 28, 2013 /s/ Ronald C. Foster Ronald C. Foster Vice...

  • Page 129
    ... to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Micron Technology, Inc. on Form 10-K for the period ended August 29, 2013, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and...

  • Page 130
    ... to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Micron Technology, Inc. on Form 10-K for the period ended August 29, 2013, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and...