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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 28, 2014
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 27, 2014,
as reported by the NASDAQ Global Select Market, was approximately $21.3 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 16, 2014, was 1,073,455,204.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant’s Fiscal 2014 Annual Meeting
of Shareholders to be held on January 22, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ... 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...

  • Page 2
    ...and IMFS IM Flash Singapore, LLP IM Flash Technologies, LLC Inotera Memories, Inc. Intel Corporation Tokyo District Court London Interbank Offered Rate Mobile Low Power Dynamic Random Access Memory Term MAI Mb Micron MIT MLC MMJ MMJ Companies MMJ Group MMT MP Mask MTI Nanya Numonyx Photronics PSRAM...

  • Page 3
    ...of this Annual Report on Form 10-K. Overview We are one of the world's leading providers of advanced semiconductor solutions. Through our worldwide operations, we manufacture and market a full range of DRAM, NAND Flash and NOR Flash memory, as well as other innovative memory technologies, packaging...

  • Page 4
    ...Taiwan and an assembly and test facility located in Akita, Japan. These wafer fabrication facilities together represented approximately 30% of our total wafer capacity for 2014...Memory Japan, Inc." note.) The MMJ Companies...which are our reportable segments: Compute... the connected home and consumer ...

  • 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
    ... negotiated prices approximating cost. We generally share product design and other research and development costs for NAND Flash and certain emerging memory technologies equally with Intel. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights with an Intel put...

  • Page 7
    ...located in the United States, China, Japan, Malaysia, Puerto Rico, Singapore and Taiwan. Our Inotera joint venture has a wafer fabrication facility in Taiwan...this regard, we employ rigorous quality controls ...companies to manufacture NAND Flash media products such as memory cards and USB devices. 5

  • Page 8
    ...future. We and/or our suppliers could be affected by laws ...2014, 10% of our net sales in 2013 and 8% of our net sales in 2012. Our semiconductor memory products are offered under the Micron, Lexar®, Crucial...to the customer. Distributors carry our products...maintain inventory at locations in close ...

  • Page 9
    ... stated warranty period is usually limited to repair or replacement of defective items or return...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; Hiroshima, Japan; Hashimoto, Japan...

  • Page 10
    ... of the Asia Pacific region (excluding China, Japan and Taiwan). Sales to customers outside the United States totaled $7.56 billion for 2013 and $6.97 billion for 2012. As of August 28, 2014, we had net property, plant and equipment of $3.28 billion in the United States, $3.10 billion in Singapore...

  • Page 11
    ... Vice President Memory Technology and Solutions Vice President ...us, Mr. Adams was the Chief Operating Officer of Lexar Media, Inc. Mr. Adams served as the Vice President of...Electrical Engineering and an MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College...

  • Page 12
    ... and semiconductor storage solutions for the next-generation... in the United States Marine Corps. He...D. Warren A. East was the CEO of ARM Holdings PLC from October ...Technologies Limited, a supplier...products portfolio company, since February 2014. Mr Mondry... and throughout his career there held numerous ...

  • Page 13
    ... such decreases in the future. In some prior periods, average selling prices for our memory products have been below our manufacturing costs and we may experience such circumstances in the future. Trade NAND Flash* DRAM 2014 from 2013 2013 from 2012 2012 from 2011 2011 from 2010 * Trade NAND Flash...

  • Page 14
    ... 2016. The Inotera Supply Agreement contemplates annual negotiations with respect to potential successive one...of $114 million as of August 28, 2014. As of August 28, 2014, we had two credit facilities available that ...to adverse economic and semiconductor memory industry conditions. Our ability to...

  • Page 15
    ... semiconductor memory sold, average selling prices and per unit manufacturing costs. To develop new product and process technologies, support... to us without the consent of the Japan Court. Moreover, loans or advances by subsidiaries of the MMJ Companies may be considered outside of the ordinary ...

  • Page 16
    ... had a carrying value for purposes of our financial reporting of $505 million and a market value of $2.06 billion. Our future success depends on our ability to develop and produce competitive new memory technologies. Our key semiconductor memory technologies of DRAM, NAND Flash and NOR Flash face...

  • Page 17
    ... property could materially adversely affect our business, results of operations or financial condition. As is typical in the semiconductor and other high technology industries, from time to time others have asserted, and may in the future assert, that our products or manufacturing processes infringe...

  • Page 18
    .... We maintain operations and continuously implement new product and process technology at our manufacturing operations which are widely dispersed in multiple locations in several countries including the U.S., Singapore, Taiwan, Japan and China. Additionally, our control over operations at our IMFT...

  • Page 19
    ...reporting currency), primarily the euro, the Singapore dollar, the New Taiwan dollar, the yen and the yuan. We recorded net losses from changes in currency exchange rates of $28 million for 2014.... We believe the global memory industry is experiencing a period..., high-technology companies are inherently...

  • Page 20
    ...our suppliers ...States and numerous foreign jurisdictions, including among others, Singapore...2014. The results of audits and examinations of previously filed tax returns...2014, our foreign net operating loss carryforwards were $5.37 billion, including $3.95 billion pertaining to Japan...solid-state drives...

  • Page 21
    ...suppliers and customers also have operations in such locations...2014. 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 Taiwan, Singapore and Japan... stock and...

  • Page 22
    ... headquarters are located in Boise, Idaho. The following is a summary of our principal facilities as of August 28, 2014: Location Boise, Idaho Lehi, Utah Manassas, Virginia Singapore Aguadilla, Puerto Rico Xi'an, China Muar, Malaysia Taichung City, Taiwan Hiroshima, Japan Akita, Japan Principal...

  • Page 23
    ...MMJ Companies and the trustees agreed to prepare and seek approval from the Japan Court and the MMJ Companies'...Japan challenging the plan approval order issued by the Japan Court were denied. In a related action, MMJ filed a Verified Petition for Recognition and Chapter 15 Relief in the United States...

  • Page 24
    ...Japan Proceedings, the MMJ Companies are obligated to provide periodic financial reports to the Japan Court and may be required to obtain the consent of the Japan... computer memory technology and computer memory chips. Rambus' complaint alleged various causes of action under California state law ...

  • Page 25
    ... is permanently enjoined from continuing its case against MMJ and Elpida Memory (USA) in respect of any claim or claims arising prior to the commencement of the Japan Proceeding (as defined in the Recognition Order). On July 30, 2014, we entered into a five-year term patent cross-license agreement...

  • Page 26
    ...and/or products containing DRAM from various DRAM suppliers during the time period from April 1, 1999 through at least June 30, 2002. The complaints allege a conspiracy to increase DRAM prices in violation of federal and state antitrust laws and state unfair competition law, and/or unjust enrichment...

  • Page 27
    ...MTI and Micron Semiconductor B.V., our Netherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The complaint... financial condition. As of August 28, 2014, the Inotera Shares had a carrying value for purposes of our financial reporting of $505 million and a market value...

  • Page 28
    ...symbol "MU." The following table represents the high and low closing sales prices for our common stock for each quarter of 2014 and 2013, as reported by Bloomberg L.P.: Fourth Quarter 2014... this Annual Report on Form 10-K. Issuer Purchases of Equity Securities During the fourth quarter of 2014, we...

  • Page 29
    ...Performance Graph The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index and the Philadelphia Semiconductor Index (SOX) from August 31, 2009, through August 31, 2014. We operate on a 52 or 53 week fiscal year which ends on...

  • Page 30
    ... workstations. The MMJ Acquisition included a 300mm DRAM wafer fabrication facility located in Hiroshima, Japan, a 300mm DRAM wafer fabrication facility in Taichung City, Taiwan and an assembly and test facility located in Akita, Japan. In connection with the MMJ Acquisition, we recorded net assets...

  • Page 31
    ...publicly-traded DRAM manufacturer in Taiwan. Through December 2012, ...currently through December 2016) that contemplates annual negotiations with respect to potential successive one...capacity would decline over the wind-down period. In 2014, our cost of products purchased from Inotera was significantly...

  • Page 32
    ... a 300mm DRAM wafer fabrication facility in Taichung City, Taiwan and an assembly and test facility located in Akita, Japan. These wafer fabrication facilities together represented approximately 30% of our total wafer capacity for 2014. The MMJ Group's products include mobile DRAM targeted to mobile...

  • Page 33
    ... automotive and industrial applications, as well as the connected home and consumer electronics markets. Our other operations do not meet the thresholds of a reportable segment and are reported under All Other. In the third quarter of 2014, we reorganized our business units. All prior period amounts...

  • Page 34
    ...2013. Gross Margin Our overall gross margin percentage improved to 33% for 2014 from 20% for 2013 primarily due to improvements in the gross margin ...three-year term (currently through December 2016) that contemplates annual negotiations with respect to potential successive one-year extensions....

  • Page 35
    ... our supply agreement and (4) higher output due to improvements in product and process technologies. CNBU sales for 2014 as compared to 2013 were adversely impacted by the transition of production at one of our Singapore wafer fabrication facilities from DRAM to NAND Flash. CNBU operating income for...

  • Page 36
    ... Operating Results by Product Net Sales by Product For the year ended DRAM NAND Flash NOR Flash Other 2014 2013 2012 $ 11,164 68% $ 4,361 48% $ 3,178 39% 4,468 27% 3,...transition production at one of our wafer fabrication facilities in Singapore from DRAM to NAND Flash. This transition to NAND Flash...

  • Page 37
    ... supply under the new Inotera Supply Agreement and improved product and process technologies, partially offset by the transition of one of our wafer fabrication facilities in Singapore from DRAM to NAND Flash. In 2014, DRAM products produced by our MMJ Group facilities constituted 54% of our...

  • Page 38
    ... density DDR3 and DDR4 DRAM, Mobile LPDRAM products, high density NAND Flash memory (including 3D NAND and MLC and TLC technologies), SSDs, Hybrid Memory Cubes, specialty memory, NOR Flash memory, and other memory technologies and systems. Restructure and Asset Impairments For the year ended Loss on...

  • Page 39
    ... our focus on our core memory operations, we have entered into various restructure activities. For 2014 and 2013, other restructure included...in part at various dates through 2026. These arrangements benefitted our tax provision in 2014, 2013 and 2012 by $286 million, $141 million and $52 million, ...

  • Page 40
    ...approximately 27%. On May 15, 2014, Inotera issued 400 million common shares in a public offering at a price equal to 31.50 New Taiwan dollars per share, which was... The repurchase authorization does not obligate us to acquire any common stock. We expect that our cash and investments, cash flows from ...

  • Page 41
    ...by the MMJ Group as of August 28, 2014. As a result of the corporate reorganization proceedings of the MMJ Companies entered into in March 2012 and for so...to us without the consent of the Japan Court. Moreover, loans or advances by subsidiaries of the MMJ Companies may be considered outside of the ...

  • Page 42
    ... by $2.21 billion of proceeds from issuance of debt and by $265 million of proceeds from issuance of common stock under our equity plans. 2014 Debt Restructure Throughout 2014, we reduced the dilutive effects of our convertible notes by exchanging, converting or repurchasing a portion of these notes...

  • Page 43
    ...% senior notes due 2019 Notes, payable in 10 semi-annual installments commencing in July 2014. Early Repayments: Repaid $334 million of notes and capital...price of our common stock for at least 20 trading days in the 30 trading day periods ended on June 30, 2014 and September 30, 2014 exceeded 130% of...

  • Page 44
    ...prices for our comparable components. The Inotera Supply Agreement contemplates annual negotiations with respect to potential successive one-year extensions, and... We purchased $2.68 billion of DRAM products from Inotera in 2014 under the Inotera Supply Agreement. The Inotera Supply Agreement does not...

  • Page 45
    ... from our counterparties if the trading price of our stock is above a specified initial strike price at the expiration dates...estimates and judgments that affect the reported amounts of assets, liabilities, revenues...to provide or receive product and process technology, product supply, operations services, equity...

  • Page 46
    ...taxable income we expect to realize in Japan and Taiwan. Our income tax provision or benefit ...memory inventory by approximately $254 million as of August 28, 2014. Due to the volatile nature of the semiconductor memory...model to value employee stock awards. We estimate stock price volatility based on ...

  • Page 47
    ...other currencies, primarily the euro, the shekel, the Singapore dollar, the New Taiwan dollar, the yen and the yuan. We have ...as of August 28, 2014) to the external creditors of the MMJ Companies. The installment payments are due at the end of each calendar year beginning in 2014 through 2019. To ...

  • Page 48
    ... 28, 2014, August 29, 2013 and August 30, 2012: 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 49
    ..., INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions except per share amounts) August 28, 2014 $ 16,358 10,921 5,437 707 1,371 40 232 3,087 (33) 23 (352) 8 2,733 (128) 474 3,079 (34) 3,045 $ August 29, 2013 $ 9,073 7,226 1,847 ...

  • Page 50
    ..., INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) August 28, 2014 $ 3,079 August 29, 2013 $ 1,194 August 30, 2012 (1,031) $ For the year ended Net income (loss) Other comprehensive income (loss), net of tax: Gain (loss) ...

  • Page 51
    .... CONSOLIDATED BALANCE SHEETS (in millions except par value amounts) August 28, 2014 $ 4,150 384 2,906 2,455 - 350 10,245 819 8,682 ... Commitments and contingencies Redeemable convertible notes Micron shareholders' equity: Common stock, $0.10 par value, 3,000 shares authorized, 1,073 shares issued...

  • Page 52
    ... notes Acquisitions of noncontrolling interests Redeemable convertible notes Distributions to noncontrolling interests Repurchase and retirement of stock Balance at August 28, 2014 984 $ 98 $ 8,610 $ (370) $ (1,032) 132 (52) $ 8,470 (1,032) (52) - $ 1,382 1 (6) 197 $ 9,852 (1,031) (58...

  • Page 53
    ...of debt discount and other costs Loss on restructure of debt Stock-based compensation (Gain) on MMJ Acquisition (Gains) losses ... capital leases Acquisition of noncontrolling interest Conversion of notes to stock, net of unamortized issuance cost $ August 28, 2014 3,079 2,103 167 195 115 33 27 (474) ...

  • Page 54
    ...memory, as well as other innovative memory technologies, packaging solutions...States of America requires our management to make estimates and judgments that affect the reported...stated warranty period is usually limited to repair or replacement of defective items or return...Stock-based Compensation: Stock...

  • Page 55
    ... actually sold. Inventories are primarily categorized as memory (including DRAM, NAND Flash and NOR Flash...technology agreement. Fully-amortized assets are removed from product and process technology and accumulated amortization. Property, Plant and Equipment: Property, plant and equipment is stated...

  • Page 56
    ...financing and the ability of Inotera to operate in Taiwan. Therefore, we do not consolidate Inotera and ... to support our wafer manufacturing facility in Hiroshima, Japan. SCHE is a VIE due to the nature of...certain products exclusively for us using our technology. We also determined that we have the...

  • Page 57
    ... ASU on our financial statements. Micron Memory Japan, Inc. On July 31, 2013,...located in Hiroshima, Japan, a 300mm DRAM wafer fabrication facility located in Taichung City, Taiwan and an assembly and test facility located in Akita, Japan...In the second quarter of 2014, the provisional amounts recorded...

  • Page 58
    ... cannot make loans or advances, other than certain ordinary course advances, to us without the consent of the Japan Court. Moreover, loans or advances by subsidiaries of the MMJ Companies may be considered outside the ordinary course of business and may require consent of MMJ's trustees or, in...

  • Page 59
    ... subject to compromise upon approval of the bankruptcy by the creditors and the Japan Court and, for the year ended June 30, 2012, included a $2....deposit Government securities Asset-backed securities Commercial paper Marketable equity securities 2014 1,281 561 437 420 128 107 1 2,935 2013 1,188 ...

  • Page 60
    ... for amounts related to product design and process development activities under cost-sharing agreements for NAND Flash and certain emerging memory technologies. (See "Equity - Noncontrolling Interests in Subsidiaries - IMFT" note.) Inventories As of Finished goods Work in process Raw materials and...

  • Page 61
    ...$ 344 35% 48 40% 40 40% 9 Various 12 Various $ 971 $ 396 Inotera(1) Tera Probe Other (1) Entity is a variable interest entity. As of August 28, 2014, substantially all of our maximum exposure to loss from our VIEs that were not consolidated was the $914 million carrying value of our investment in...

  • Page 62
    ...Taiwan DRAM memory company, since 2009. In 2012, we contributed $170 million to Inotera, which increased our ownership percentage to 40%. In 2013, Inotera issued 634 million common shares to Nanya and certain of its affiliates... annual negotiations...stock price. We incurred manufacturing costs for 2014...

  • Page 63
    ... weighted-average useful lives of 6 years and 7 years, respectively. Amortization expense was $110 million, $83 million and $88 million for 2014, 2013 and 2012, respectively. Annual amortization expense is estimated to be $112 million for 2015, $98 million for 2016, $88 million for 2017, $77 million...

  • Page 64
    ...senior notes(4)(5) 2043G convertible senior notes Other notes payable (1) Stated Rate N/A N/A 1.875% 1.258% 5.875% 5....stock for at least 20 trading days in the 30 trading day period ending on June 30, 2014...assets securing such indebtedness. Our parent company, MTI, has $3.89 billion of debt including...

  • Page 65
    ... senior notes due 2019 Notes, payable in 10 semi-annual installments commencing in July 2014. Early Repayments: Repaid $334 million of notes and ... and equity components of the Exchanged Notes had previously been stated separately within debt and additional capital in our consolidated balance sheet...

  • Page 66
    ... $ $ Equity 51 148 212 411 173 (238) Conversions and Settlements: During 2014, we initiated a series of actions resulting in a number of debt conversions and ...notes multiplied by the volume-weighted-average price of our common stock over a period of 20 consecutive trading days, beginning three days...

  • Page 67
    ...non-operating expense and $10 million in interest expense in 2014. (3) In the first quarter of 2015, we used...of the Repurchased Notes had previously been stated separately within debt and additional capital ...which we own at least 80% of the voting stock) to (1) create or incur certain liens and enter...

  • Page 68
    ... own at least 80% of the voting stock) to (1) create or incur certain liens ...components of the 2014 Notes had previously been stated separately within debt ...Companies' corporate reorganization proceedings, the secured creditors of MMJ will recover 100% of their amount of their fixed claims in 6 annual...

  • Page 69
    ... operating cash flows to meet the requirements of the MMJ Companies' businesses, including the funding of the MMJ Creditor Installment ... Put Date" in the table below.) As of August 28, 2014, the trading price of our common stock was higher than the initial conversion prices of all of our outstanding...

  • Page 70
    ...2013 Unamortized Net Carrying Discount Amount (20) $ $ 465 (28) 147 (68) 277 (92) 253 (87) 463 (81) 369 (28) 272 (40) 260 - - (444) $ $ 2,506 2014 Notes 2027 Notes 2031A Notes 2031B Notes(2) 2032C Notes 2032D Notes 2033E Notes 2033F Notes 2043G Notes (1) Outstanding Principal $ 485 175 345 345 550...

  • Page 71
    ... payable in 10 semi-annual installments in January and July of each year, commencing in July 2014. The Export-Import Bank of the United States (the "Ex-Im ...$9.63 per share of common stock. The initial conversion rate for the 2032D Notes is 100.1803 shares of common stock per $1,000 principal amount, ...

  • Page 72
    ...is less than 98% of the product of the closing price of our common stock and the conversion rate of the 2032 Notes during the periods specified in the...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...

  • Page 73
    ...of the product of the closing price of our common stock and the conversion rate of the 2043G Notes during ...rate at 4.2% per annum. On August 27, 2014, we repaid the remaining carrying value of $252...Amounts drawn were payable in 10 equal semi-annual installments beginning six months after the draw date...

  • Page 74
    ...Taiwan dollar commercial paper, subject to a minimum interest rate of 2.50% per annum. As of August 28, 2014, the outstanding balance was $70 million. On February 27, 2014... rate equal to the 30-day Singapore Interbank Offering Rate plus 2.8% per annum. As of August 28, 2014, we had not drawn any of...

  • Page 75
    ...Rambus") filed a complaint in the Superior Court of the State of California (San Francisco County) against us and other DRAM suppliers which alleged that ...for computer memory technology and computer memory chips. Rambus' complaint alleged various causes of action under California state law including...

  • Page 76
    ... is permanently enjoined from continuing its case against MMJ and Elpida Memory (USA) in respect of any claim or claims arising prior to the commencement of the Japan Proceeding (as defined in the Recognition Order). On July 30, 2014, we entered into a five-year term patent cross-license agreement...

  • Page 77
    ...been filed against us and other DRAM suppliers in various federal and state courts in the United States and in Puerto Rico on behalf of... and interest. At a hearing on September 25, 2013, the plaintiffs withdrew the complaint against Mr. Tsay-Jiu. We are unable to predict the outcome of this matter...

  • Page 78
    ...MTI and Micron Semiconductor B.V., our Netherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The complaint...2014, the Inotera Shares had a carrying value in equity method investments for purposes of our financial reporting... shares of common stock or a combination ...

  • Page 79
    ... stock is above a...of our stock, up to...stock is below the initial ...our stock is... of August 28, 2014: Cap Price Range ...stock is at or below the low...common stock ... Calls: In May 2014, we and the...stock in 2014. Restrictions on Net Assets As a result of the Japan... of August 28, 2014 were $3.10 billion ...

  • Page 80
    ... to receive financing of the purchase price from Intel for one to two years from the closing date. IMFT manufactures NAND Flash memory products using designs and technology we develop with Intel. We generally share with Intel the costs of product design, other NAND Flash R&D costs and R&D costs of...

  • Page 81
    ... Total current liabilities Long-term debt Other noncurrent liabilities Total liabilities 2014 $ 84 73 48 5 210 1,545 47 1,802 $ ...IMFS in 2007 to manufacture NAND Flash memory products for the exclusive use of the ... addition, we acquired IMFT's assets located at our Virginia wafer fabrication facility,...

  • Page 82
    ...the end of the successive five-year period. At inception and through August 28, 2014, we owned approximately 50% and Photronics owned approximately 50% of MP Mask. ... that mature within 35 days. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than ...

  • Page 83
    ..., including the stock price, expected stock-price volatility, ...28, 2014 Currency forward contracts: Yen Singapore dollar Euro...of August 29, 2013 Currency forward contracts: Yen Singapore dollar Euro Shekel Interest rate swap contracts Currency options - New Taiwan dollar (1) 554 330 245 62 1,191 12 ...

  • Page 84
    ...hedge accounting designation were as follows: For the year ended Convertible notes settlement obligations Foreign exchange contracts $ 2014 (59) $ (27) 2013 - (222) $ 2012 Location Other non-operating - income (expense) Other non-operating (17) income (expense) Derivative Instruments with Cash Flow...

  • Page 85
    ... to meet the terms of the derivative instrument. As of August 28, 2014, our maximum exposure to loss due to credit risk if counterparties fail completely...balance sheet on a net basis. As of August 28, 2014 amounts netted were not significant. Fair Value Measurements Accounting standards establish...

  • Page 86
    ...the debt conversions and settlements in 2014, we determined the initial fair...a supply agreement to manufacture NOR flash memory at the facility (Level 3 fair ... Financial Instruments Amounts reported as cash and equivalents... convertible notes, when available, our stock price and interest rates based on ...

  • Page 87
    ...of either one-fourth or one-third per year beginning one year from the date of grant. Stock options issued after February 2014 generally expire eight years from the date of grant. Options issued from October 2004 to February 2014 generally expire six years from the date of grant. Option activity for...

  • Page 88
    ... lapse in onefourth increments during each year of employment after the grant date. For performance-based Restricted Stock Awards, vesting is contingent upon meeting certain performance goals. Restricted Stock Awards activity for 2014 is summarized as follows: WeightedAverage Grant Date Fair...

  • Page 89
    ...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 $44 million, $41 million and $41 million in 2014... of our manufacturing facilities in Boise, Idaho. (See "Fair Value Measurements" note.) 87

  • Page 90
    ... disposition of interest in Aptina Gain from issuance of Inotera shares Other $ 2014 (184) $ (28) 119 93 8 8 2013 (31) $ ... $ $ 274 (1,028) (754) Income tax (provision) benefit: Current: Foreign U.S. federal State Deferred: Foreign U.S. federal Income tax (provision) benefit $ (46) $ (3) (2) (51...

  • Page 91
    ...tax (provision) benefit at statutory rate Change in unrecognized tax benefits State taxes, net of federal benefit Gain on MMJ Acquisition Change in valuation...certain subsidiaries Product and process technology Other Deferred tax liabilities Net deferred tax assets Reported as: Current deferred tax ...

  • Page 92
    ...be realized. As of August 28, 2014, we had partial valuation allowances of $979 million for Japan and $179 million for our other ...realized. As of August 28, 2014, our federal, state and foreign net operating loss carryforward amounts and expiration periods as reported to tax authorities, were as...

  • Page 93
    ... foreign jurisdictions throughout the world. Our U.S. federal and state tax returns remain open to examination for 2010 through 2014. In addition, tax returns open to examination in multiple foreign taxing jurisdictions range from the years 2005 to 2014. We believe that adequate amounts of taxes and...

  • Page 94
    ... stock method. (See "Debt" note.) Segment Information In the third quarter of 2014, we reorganized our business units. All prior period amounts reflect this reorganization. Factors used to identify our segments include, among others, markets, customers and products. Segment information reported...

  • Page 95
    ... amortization Total depreciation and amortization expense 1,957 $ 683 255 331 94 (233) 3,087 $ 160 $ (265) 173 227 (59) - 236 $ (458) (371) 199 129 (111) - (612) 2014 $ 878 475 512 226 11 2,102 168 2,270 $ 2013 687 293 551 215 67 1,813 113 1,926 $ 2012 755 372 649 228 140 2,144 78...

  • Page 96
    ... Mobile Solid state drives and other storage Automotive, industrial, medical and other embedded Server 2014 30...single supplier. ... are affiliated with ...location were as follows: For the year ended China United States Taiwan Asia Pacific (excluding China, Taiwan and Japan) Japan Europe Other 2014...

  • Page 97
    Net property, plant and equipment by geographic area was as follows: As of United States Singapore Japan Taiwan China Other 2014 3,282 3,101 1,221 761 242 75 8,682 2013 3,041 3,225 615 307 350 88 7,626 $ $ $ $ Quarterly Financial Information (Unaudited) (in millions except per share amounts) ...

  • Page 98
    ... MMJ Acquisition. The fourth quarter of 2013 includes the MMJ Group's results of operation from the July 31, 2013 acquisition date. (See "Micron Memory Japan, Inc." note.) The results of operations for the fourth quarter of 2013 included a gain of $48 million from the issuance of shares by Inotera...

  • Page 99
    ...years in the period ended August 28, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our ...opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 28, 2014, based on...

  • Page 100
    ... was effective as of August 28, 2014. The effectiveness of our internal control over financial reporting as of August 28, 2014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of...

  • Page 101
    ...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 102
    ... SCHEDULES The following documents are filed as part of this report: 1. 2. 3. Exhibit Number 1.4 1.5 Financial Statements: See...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...

  • Page 103
    ...(20) 2007 Equity Incentive Plan Forms of Agreement (21) Nonstatutory Stock Option Plan, as Amended (4) Nonstatutory Stock Option Plan Form of Agreement and Terms and Conditions (18) Lexar Media, Inc. 1996 Stock Option Plan, as Amended (17) Lexar Media, Inc. 2000 Equity Incentive Plan, as Amended (17...

  • Page 104
    ... the Company and Société Genérale (33) Form of Capped Call Confirmation dated as of July 22, 2011 (33) 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 105
    ..., by and between Micron Technology, Inc. and J. Aron & Company, an affiliate of the Goldman Sachs Group, Inc. (35) English Translation of Front-End Manufacturing Supply Agreement, dated July 31, 2013, by and between Micron Semiconductor Asia Pte. Ltd. and Elpida Memory, Inc. (39) English Translation...

  • Page 106
    ... 101.CAL 101.DEF 101.LAB 101.PRE 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 (41) Registration Rights Agreement dated as of...

  • Page 107
    ... by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended March 1, 2007 Incorporated by reference to Annual Report on Form 10-K for... to Current Report on Form 8-K dated February 5, 2014 Incorporated by reference to Current Report on Form 8-K dated July 23, 2014 * Portions ...

  • Page 108
    ... 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 27th day of October 2014. Micron Technology, Inc. /s/ Ronald C. Foster By: Ronald C. Foster Vice President of...

  • Page 109
    SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in millions) August 28, 2014 $ 5,819 3,514 2,305 264 1,389 251 401 (33) (209) (86) 73 18 2,956 (2) 3,045 (7) 3,038 $ August 29, 2013...

  • Page 110
    ... CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED BALANCE SHEETS (in millions except... Commitments and contingencies Redeemable convertible notes Micron shareholders' equity: Common stock, $0.10 par value, 3,000 shares authorized, 1,073 shares ...

  • Page 111
    ... FINANCIAL INFORMATION OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED STATEMENTS OF CASH FLOWS (in millions) August 28, 2014 $ 888 August 29, August 30... activities Repayments of debt Cash paid to purchase stock under equity plans Payments on equipment purchase contracts ...

  • Page 112
    ...company of its consolidated subsidiaries and, together with its consolidated subsidiaries, is one of the world's leading providers of advanced semiconductor solutions... United States for annual financial statements...stock for at least 20 trading days in the 30 trading day period ending on June 30, 2014...

  • Page 113
    .... MTI guarantees certain debt obligations of its subsidiaries. MTI does not guarantee the MMJ creditor installment payments. As of August 28, 2014, ... Notes Payable and Future Minimum Lease Payments As of August 28, 2014, maturities of notes payable and future minimum lease payments under capital ...

  • Page 114
    ...reimbursement from the subsidiary company(s) through liquidation of the... consolidated financial statements, with the exception of the complaint filed on July 12, 2013 by seven former shareholders... performed for Aptina. On August 15, 2014, ON Semiconductor Corporation acquired Aptina for approximately...

  • Page 115
    ...August 29, 2013 Year ended August 30, 2012 Deferred Tax Asset Valuation Allowance Year ended August 28, 2014 Year ended August 29, 2013 Year ended August 30, 2012 $ 5 5 3 Business Acquisitions $ - - - Charged (Credited) to Costs and Expenses $ - 1 5 Deductions/ Write-Offs $ (2) $ (1) (3) Balance...

  • Page 116
    ... the success, and enhance the value, of Micron Technology, Inc. (the "Company"), by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company stockholders and by providing such persons with an incentive...

  • Page 117
    ...of common stock of the Company ("Company Common Stock") or (B) securities of the Company representing 35% or more of the combined voting power of the Company's then ...committee of the Board described in Article 4. "Company" means Micron Technology, Inc., a Delaware corporation, or any successor 2

  • Page 118
    ... as an employee, officer, consultant or director of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option, or a Stock Appreciation Right issued in tandem with an Incentive Stock Option, "Continuous Status as a Participant" means the absence of...

  • Page 119
    ...Company who is not a common law employee of the Company or an Affiliate. (v) "Nonstatutory Stock Option" means an Option that is not an Incentive Stock...the Participant under applicable state law and court ... (cc) "Plan" means the Micron Technology, Inc. Amended and Restated 2004 Equity Incentive...

  • Page 120
    ... 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto. (jj) "Shares" means shares of the Company's Stock. If there has been an adjustment or substitution pursuant to Section 15.1, the term "Shares" shall also include any shares of...

  • Page 121
    ...report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company's or an Affiliate's independent certified public accountants, Company... price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may...

  • Page 122
    ...States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located... such delegates shall report regularly to the Board...issued upon exercise of Incentive Stock Options granted under the Plan ...

  • Page 123
    ... of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an "eligible issuer of service recipient stock" within the...

  • Page 124
    ... Option may be exercised only with respect to the Shares that were otherwise vested on the Participant's termination of employment. Upon the Participant's death, any exercisable Incentive Stock Options may be exercised by the Participant's beneficiary, determined in accordance with Section 14.5. 9

  • Page 125
    ... a person who is not at the Grant Date an employee of the Company or a Parent or Subsidiary. ARTICLE 8 STOCK APPRECIATION RIGHTS 8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions: (a) RIGHT TO...

  • Page 126
    ...corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or...as may be selected by the Committee. An Award of Restricted Stock or Restricted Stock Units shall be evidenced by an Award Certificate setting forth the...

  • Page 127
    ... causes, including, but not limited to, death, Disability, or for the convenience or in the best interests of the Company. 10.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to...

  • Page 128
    ... event shall the term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of eight (8) ... or Award Certificate, payments or transfers to be made by the Company or an Affiliate on the grant or exercise of an Award may be made in...

  • Page 129
    ... of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable...state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock...

  • Page 130
    ...the Award will be settled in cash rather than Stock, (iii) that the Award will be assumed ... Affiliate or a unit, division, region, department or function within the Company or an Affiliate:...Cash flows and share price Return on assets, investment, ...(including product and technology design, development, ...

  • Page 131
    ... satisfaction of any other conditions, including the condition as to continued employment as set forth in subsection (g) below, as the Committee may ...financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable year; (f) acquisitions or...

  • Page 132
    ...at or prior to such occurrence, in the case of a spinoff, sale or disposition of the Participant's employer from the Company or any Affiliate. To the extent that this provision causes Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the...

  • Page 133
    ...entity who become employees of the Company or an and Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct...

  • Page 134
    ...such amendment or termination (with the per-share value of an Option or Stock Appreciation Right for this purpose being calculated as the excess, if any, of... price of the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) ...

  • Page 135
    ... DETERMINATIONS. No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by...

  • Page 136
    ... within 60 days after the date of termination of the Participant's employment; failing which such payment or benefit shall be forfeited. If such...if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion...

  • Page 137
    ...Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state...any way the right of the Company or any Affiliate to terminate any Participant's employment or status as an officer, ...

  • Page 138
    ...covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any ...to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, ...

  • Page 139
    ...2004 Equity Incentive Plan and Restricted Stock Award. Grantee acknowledges that the grant and acceptance of this Award do not constitute an employment agreement and do not assure continuous employment with Micron Technology, Inc., its affiliated companies, or subsidiaries. Grantee authorizes Micron...

  • Page 140
    ...offices of Micron Technology, Inc." Stock certificates for the...Stock into a lesser number of Shares, the Shares then subject to this Agreement shall automatically be adjusted proportionately. 7. No Right of Continued Employment. With respect to a grantee who is employed by the Company or an Affiliate...

  • Page 141
    ... either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Secretary, or any other address designated...

  • Page 142
    ...continuous employment with Micron Technology, Inc., its affiliated companies, or subsidiaries. Optionee authorizes Micron Technology, Inc. to release his/her Social Security Number or Global ID and address information to the Company's Broker who has agreed to provide brokerage service for stock plan...

  • Page 143
    .... 6. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require Optionee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Optionee's FICA obligation) required by law to be withheld with...

  • Page 144
    ...right to continue in the service of the Company or any Affiliate. 8. Stock Reserve. The Company shall at all times during the term ...States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID...

  • Page 145
    ... your continuous employment with Micron Technology, Inc., its affiliated companies, or subsidiaries. You authorize Micron Technology, Inc. to release your Social Security Number or Global ID and address information to the Company's Broker who has agreed to provide brokerage service for stock plan...

  • Page 146
    ... to the applicable number of Shares, provided that Grantee is then still employed by the Company or any Affiliate. (b) If Grantee's service as a director of the Company or employment by the Company and all Affiliates is terminated during the Performance Period by reason of death or Disability, the...

  • Page 147
    ... either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Secretary, or any other address designated...

  • Page 148
    ... your continuous employment with Micron Technology, Inc., its affiliated companies, or subsidiaries. You authorize Micron Technology, Inc. to release your Social Security Number or Global ID and address information to the Company's Broker who has agreed to provide brokerage service for stock plan...

  • Page 149
    ... a one-for-one basis, shares of Micron Technology, Inc. (the "Company") $0.10 par value common stock ("Shares"). 2. Defined Terms. Capitalized terms used ...to Shares on the date of Grantee's termination of employment. If Grantee's employment is terminated during the Performance Period for any reason ...

  • Page 150
    ... either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Secretary, or any other address designated...

  • Page 151
    Exhibit A Performance Units The Performance Units will be earned, in whole or in part, based on (i) Grantee's continued employment with the Company, and (ii) [the achievement of the performance metric] over the Performance Period, as follows: [Performance Metric] Payout Factor: % of Target Award ...

  • Page 152
    ..., INC. SUBSIDIARIES OF THE REGISTRANT State (or Jurisdiction) in which Organized Delaware Japan Japan Taiwan Singapore Netherlands Idaho China Name IM Flash Technologies, LLC Micron Japan, Ltd.(1) Micron Memory Japan, Inc. Micron Memory Taiwan Co., Ltd. Micron Semiconductor Asia Pte. Ltd.(1) Micron...

  • Page 153
    ..., 333-140091, 333-148357, 333-159711, 333-167536, 333-167536a, 333-171717, 333-179592, 333-190010, 333-196293) of Micron Technology, Inc. of our report dated October 27, 2014 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial...

  • Page 154
    ... 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 155
    ...OFFICER I, Ronald C. Foster, 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 light of...

  • Page 156
    ... 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 28, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and...

  • Page 157
    ... 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 28, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and...