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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 September 3, 2015
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 March 5, 2015, as
reported by the NASDAQ Global Select Market, was approximately $27.7 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 21, 2015, was 1,085,753,663.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant’s Fiscal 2015 Annual Meeting
of Shareholders to be held on January 28, 2016, are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ... common stock as of October 21, 2015, was 1,085,753,663. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant's Fiscal 2015 Annual Meeting of Shareholders to be held on January 28, 2016, are incorporated by reference into Part II and Part III of this Annual Report...

  • Page 2
    ... Ltd. MP Mask Technology Center, LLC Original Equipment Manufacturer Photronics, Inc. Pseudo-static DRAM Qimonda AG Research and Development Rexchip Electronics Corporation Reduced Latency DRAM Securities and Exchange Commission Selling, General and Administration Single-Level Cell Solid-State Drive...

  • Page 3
    ... Annual Report on Form 10-K. Overview Micron Technology, Inc., including its consolidated subsidiaries, is a global leader in advanced semiconductor systems. Our broad portfolio of high-performance memory technologies, including DRAM, NAND Flash, and NOR Flash, is the basis for solid-state drives...

  • Page 4
    ..., 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 2015. The operations from the MMJ Acquisition, which are included...

  • Page 5
    ... SD memory cards and some JumpDrive products, incorporate third party controllers. We also manufacture products that are sold under other brand names and resell flash memory products that are purchased from other NAND Flash suppliers. In the fourth quarter of 2015, we introduced 3D XPoint technology...

  • Page 6
    ...Corporation Photronics, Inc. Nanya Technology Corporation Various 33% 40...memory and 3D XPoint memory. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. Commencing in January 2015...a two-year extension, and annual negotiations thereafter with respect to ...

  • Page 7
    ...located in the United States, China, Japan, Malaysia, Singapore, and Taiwan. Our Inotera joint venture has a wafer fabrication facility in Taiwan...2015, the majority of our DRAM production was manufactured on our 25nm linewidth process technologies...NAND Flash media products such as memory cards and USB...

  • Page 8
    ... We and/or our suppliers could be affected by ...2015, 9% of our net sales in 2014, and 10% of our net sales in 2013. Our semiconductor memory products are offered under the Micron®, Lexar, Crucial... customer. Distributors carry our... at locations in ... of product during a stated warranty period is usually...

  • Page 9
    ... to meet expected market demand for specific memory solutions. Our process, design, and package development efforts occur at multiple locations across the world, with our largest R&D center located in Boise, Idaho, and other significant R&D centers in Japan, China, and other sites in the U.S. In...

  • Page 10
    ...solid wastes from our manufacturing processes. In 2015...annually by the Board of Directors and our directors are elected annually ...of September 3, 2015, the following executive officers and directors were subject to the reporting requirements of Section ...President, Memory Technology and Solutions Vice ...

  • Page 11
    ...2015 through May 2015. From January 2006, until he joined us, Mr. Adams was the Chief Operating Officer of Lexar Media...Technology and an MBA from Georgia State...Memory in February 2006, Vice President of DRAM Solutions in June 2010 and has served as Vice President, Memory Technology and Solutions... CEO ...

  • Page 12
    ...has served as CEO of Rolls-Royce Holdings plc since July 2015. Mr. East was the CEO of ARM Holdings... of Avago Technologies Limited, a supplier of analog...ADC in 1994 and throughout his career there held numerous leadership positions...., Lexar, Crucial, SpecTek, Elpida, JumpDrive, any associated logos, ...

  • Page 13
    ... to smaller line-width process 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 fab capacity expansions, either by...

  • Page 14
    ...memory...technology. We estimate that cash expenditures in 2016 for property, plant, and equipment will be approximately $5.3 billion to $5.8 billion. Investments in capital expenditures for 2015 were $4.12 billion. In addition, as a result of the MMJ acquisition and our capacity expansion in Singapore...

  • Page 15
    ...MMJ's trustees and/or the Japan Court. In the past ...in terms of technology development and ...Memories, Inc. (the "Inotera Shares"), representing approximately 55% of our total shares in Inotera as of September 3, 2015...2015, the Inotera Shares had a carrying value for purposes of our financial reporting...

  • Page 16
    ... of these products will allow us to recover costs of development efforts. In the fourth quarter of 2015, we announced the development of new 3D XPoint technology, which is an entirely new class of non-volatile memory. There is no assurance that our efforts to develop and market this new product...

  • Page 17
    ...technology at our manufacturing operations which are widely dispersed in multiple locations in several countries including the U.S., Singapore, Taiwan, Japan... customers' requirements and they may purchase products from other suppliers. This could result in a significant increase in manufacturing ...

  • Page 18
    ...Japan Court will grant any such petition. During the pendency of the Japan Proceedings, the MMJ Companies are obligated to provide periodic financial reports to the Japan...two-year extension, and annual negotiations thereafter with respect ... technology ...market conditions. For 2015, we purchased $2....

  • Page 19
    ...reporting currency), primarily the British pound, euro, shekel, Singapore dollar, New Taiwan...as of September 3, 2015. In addition, a...technologies, and products of acquired or newly formed entities into our operations; increasing capital expenditures to upgrade...suppliers, or employees is compromised. 17

  • Page 20
    ... a supplier or reduce purchases from us if we are unable to verify that our products are DRC conflict free. We may incur additional tax expense or become subject to additional tax exposure. We operate in a number of locations outside the U.S., including in Singapore, and, to a lesser extent, Taiwan...

  • Page 21
    ... on a single supplier. From time to... devices, solid-state drives, and...2015. 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, Taiwan, and Japan...

  • Page 22
    ... on our stock, and derivative...headquarters are located in Boise, Idaho. The following is a summary of our principal facilities as of September 3, 2015: Location Boise, Idaho Lehi, Utah Manassas, Virginia Singapore Xi'an, China Muar, Malaysia Taichung City, Taiwan Hiroshima, Japan Akita, Japan...

  • Page 23
    ...the legal trustees of the MMJ Companies and the Japan Court approved the Sponsor Agreement. Under the Sponsor ...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
    ...any such petition in these particular cases. During the pendency of the 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 Court prior to taking a number of significant actions relating to...

  • Page 25
    ... listed on the NASDAQ Global Select Market and trades under the symbol "MU." The following table represents the high and low closing sales prices for our common stock for each quarter of 2015 and 2014, as reported by Bloomberg L.P.: Fourth Quarter 2015: High Low 2014: High Low $ 26.59 14.27 Third...

  • Page 26
    ... 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, 2010, through August 31, 2015. We operate on a 52 or 53 week fiscal year which ends on the Thursday...

  • Page 27
    ... Japan, Inc.") We entered into a joint venture relationship with Intel to form IMFT in 2006 and IM Flash Singapore, LLP ("IMFS") in 2007 to manufacture NAND Flash memory products for the exclusive use of the members. We have owned 51% of IMFT from inception through September 3, 2015. Our ownership...

  • Page 28
    ...the expansion of our clean room space in Singapore, regarding the sufficiency of our cash and ...period ending on the Thursday closest to August 31. Our fiscal 2015 contains 53 weeks and our fiscal 2014 and fiscal 2013 each...and judgments incorporated in our reported financial results and forecasts. ...

  • Page 29
    ...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 2015. The MMJ Group's products include mobile DRAM targeted to mobile...

  • Page 30
    ...sales volumes for 2015 were primarily attributable to higher manufacturing output due to improvements in product and process technologies. Total net ... in late 2016 with respect to a two-year extension, and annual negotiations thereafter with respect to successive one-year extensions. Upon termination...

  • Page 31
    ...process technologies. CNBU sales for 2014 as compared to 2013 were adversely impacted by the transition of production at one of our Singapore wafer ... (See "Operating Results by Product - Non-Volatile Memory" for further details.) SBU sales for 2015 increased 6% from 2014 primarily due to increases in...

  • Page 32
    ...wafer fabrication facilities in Singapore from DRAM to NAND Flash and improvements in product and process technologies. SBU sales of ..., is reported within Non-Volatile Memory. DRAM For the year ended Net sales Average selling prices per gigabit Gigabits sold Cost per gigabit 30 2015 2014 2015 $ 10...

  • Page 33
    ... which constituted substantially all of Non-Volatile Memory sales through 2015. This discussion of NAND Flash excludes NAND...Singapore from DRAM to NAND Flash production and improvements in product and process technologies. Our gross margin percentage on sales of trade NAND Flash products for 2015...

  • Page 34
    ...for NAND Flash memory and 3D XPoint memory. Our R&D expenses reflect net reductions of $231 million, $162 million, and $176 million in 2015, 2014, and 2013, respectively, as a result of reimbursements under our Intel and other cost-sharing arrangements. Our process technology R&D efforts are focused...

  • Page 35
    ...operate in a number of locations outside the U.S., including Singapore and, to a lesser extent, Taiwan, where we have tax ... income is subject to tax provisions. Our equity in net income of Inotera declined for 2015 as compared to 2014 due to a decrease in Inotera's operating results as a result of...

  • Page 36
    ...Taiwan dollars or an equivalent amount in U.S. dollars (approximately $213 million as of September 3, 2015), of which we drew $40 million on June 18, 2015... in manufacturing technologies, facilities and equipment, and R&D. As a result of the MMJ acquisition and our expansion in Singapore, we expect...

  • Page 37
    ...Singapore. This expansion facilitates efficient implementation of 3D NAND Flash production at the Singapore...2015, our Board of Directors has authorized the discretionary repurchase of up to $1.25 billion of our outstanding common stock... approval of the legal trustee and Japan Court. As a result, the ...

  • Page 38
    ...other non-operating expense. Potential Settlement Obligations of Convertible Notes Since the closing price of our common stock for at least 20 trading days in the 30 trading day period ended September 30, 2015 exceeded 130% of the conversion price per share of our 2032 Notes and 2033 Notes, holders...

  • Page 39
    ... 349 304 123 76 218 402 27 35 2,189 335 11 10 222 304 152 38 $ 3,534 $ 2,660 $ 2,025 $ 6,005 As of September 3, 2015 Notes payable(1)(2) Capital lease obligations(2) Operating leases(3) Purchase obligations Other long-term liabilities(4) Total (1) Total $ 9,429 852 682 2,545 716 $ 14,224 Amounts...

  • Page 40
    .... In the second quarter of 2015, we executed the 2016 Supply Agreement... to a two-year extension, and annual negotiations thereafter with respect to successive one... the trading price of our stock is above a specified initial strike price ... affect the reported amounts of ...technology, and discount rates. 38

  • Page 41
    ... and process technology, product supply... we expect to realize in Japan and Taiwan. Our income tax provision or...realized. Inventories: Inventories are stated at the lower of ...memory inventory by approximately $195 million as of September 3, 2015. Due to the volatile nature of the semiconductor memory...

  • Page 42
    ... Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based on an average of its historical... on changes in market interest rates. We estimate that, as of September 3, 2015 and August 28, 2014, a hypothetical decrease in market interest rates of 1% ...

  • Page 43
    ...primarily the British pound, the euro, the shekel, the Singapore dollar, the New Taiwan dollar, the yen, and the yuan. We have established... the U.S. dollar would result in losses of approximately $3 million as of September 3, 2015 and $7 million as of August 28, 2014. To hedge the exposure of changes...

  • Page 44
    ... 3, 2015, August 28, 2014, and August 29, 2013: Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of...

  • Page 45
    MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions except per share amounts) September 3, 2015 $ 16,192 10,977 5,215 719 1,540 3 (45) 2,998 35 (371) - (53) 2,609 (157) 447 2,899 - 2,899 August 28, 2014 $ 16,358 10,921 5,437 ...

  • Page 46
    MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) September 3, 2015 $ 2,899 August 28, 2014 $ 3,079 August 29, 2013 $ 1,194 For the year ended Net income Other comprehensive income (loss), net of tax: Foreign currency translation ...

  • Page 47
    MICRON TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEETS (in millions except par value amounts) September 3, 2015 $ 2,287 1,234 2,507 2,340 228 8,596 2,113 ...2014) Additional capital Retained earnings Treasury stock, 45 shares held as of September 3, 2015 Accumulated other comprehensive income Total Micron...

  • Page 48
    MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions) Micron Shareholders Common Stock Number of Shares Additional Capital Retained Earnings (Accumulated Deficit) Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Micron Shareholders' Equity ...

  • Page 49
    ...TECHNOLOGY... assets Amortization of debt discount and other costs Stock-based compensation (Gain) loss from currency hedges,...investing and financing activities: Exchange of convertible notes Acquisition of noncontrolling interest September 3, 2015 $ 2,899 2,667 138 168 64 49 1 - (447) (3) (1) ...

  • Page 50
    ...memory technologies, including DRAM, NAND Flash, and NOR Flash, is the basis for solid-state drives, modules, multi-chip packages, and other system solutions. Our memory solutions...ending on the Thursday closest to August 31. Fiscal year 2015 contained 53 weeks and fiscal years 2014 and 2013 each ...

  • Page 51
    ...Technology: Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) maintain patent technology... use and location. Capitalized interest...Stock-based Compensation: Stock...States of America requires our management to make estimates and judgments that affect the reported...

  • Page 52
    ... financing and the ability of Inotera to operate in Taiwan. Therefore, we do not consolidate Inotera and we... 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 consolidate IMFT because we have...

  • Page 53
    ... to an asset. We adopted this standard in the fourth quarter of 2015 on a retrospective basis. As a result of adopting this standard, we... fulfill a contract. Including the one-year extension of this ASU provided by ASU 2015-14, we are required to adopt this ASU beginning in our first quarter of...

  • Page 54
    ... acquisition of an additional 24% interest in MMT from Powerchip Technology Corporation (the "MMT Share Purchase"). The MMJ Acquisition was ...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...

  • Page 55
    ...MMJ Companies, including investments in certain capital expenditures and in MMT, may require consent of MMJ's trustees or, in certain cases, approval by the Japan Court. Disposition of certain assets of the MMJ Companies may also require consent of one or more of the secured creditors. Unaudited Pro...

  • Page 56
    ...$ $ $ As of September 3, 2015 and August 28, 2014, other receivables included $120 million and $70 million, respectively, due from Intel for amounts related to product design and process development activities under cost-sharing agreements for NAND Flash memory and 3D XPoint memory. (See "Equity...

  • Page 57
    ...432 (14,750) 8,682 $ $ Additions 2 273 3,805 345 39 4,464 (2,550) 1,914 2015 $ 88 5,358 21,020 436 373 27,275 (16,721) 10,554 $ (2) Included costs related... of $928 million and $826 million, as of September 3, 2015 and August 28, 2014, respectively. Included building-related construction and tool...

  • Page 58
    ... investees generally on a two-month lag. Our share of earnings for 2015 included $49 million for the net effect of Inotera's full release of...certain of its affiliates in a private placement at a price equal to 9.47 New Taiwan dollars per share, which was in excess of our carrying value per share. As ...

  • Page 59
    ...of 23.20 New Taiwan dollars per share in an active market. As of September 3, 2015 and August 28,... respect to a two-year extension, and annual negotiations thereafter with respect to successive one-year... volatility of Tera Probe's stock price. In the first quarter of 2015, we recorded an impairment...

  • Page 60
    ... respectively, for product and process technology with weighted-average useful lives of seven years and six years, respectively. Amortization expense was $117 million, $110 million, and $83 million for 2015, 2014, and 2013, respectively. The expected annual amortization expense for intangible assets...

  • Page 61
    ...senior notes(4) 2033F convertible senior notes(4) 2043G convertible senior notes Other notes payable (1) Stated Rate N/A N/A 1.258% 5.875% 5.250% 5.250% 5.500% 5.625%... computed under the treasury stock method. Weighted-average imputed rate of 3.7% and 4.3% as of September 3, 2015 and August 28, 2014...

  • Page 62
    ... remaining unamortized discount and debt issuance costs as of September 3, 2015. The expected remaining term of the 2031B Notes was not applicable ...because the notes were not outstanding as of September 3, 2015. Expected remaining term for capital lease obligations is the weighted...

  • Page 63
    ...due upon conversion entirely in cash. These notes were cash settled in 2015. 2033E Notes: During 2015, holders converted a portion of our 2033E Notes, and we elected to... multiplied by the volume-weighted-average price of our common stock over a period of 20 consecutive trading days. Therefore, at...

  • Page 64
    ... components of the repurchased notes had previously been stated separately within debt and additional capital in our consolidated balance sheet. As a result, our accounting for the repurchased notes affected debt and equity. Issuances: On April 30, 2015, we issued $550 million in principal amount of...

  • Page 65
    ... 100% of their amount of their fixed claims in 6 annual installment payments through December 2018 and the unsecured creditors will recover... Creditor Installment Payments (stated in Japanese yen and U.S. dollars) and the amount of unamortized discount as of September 3, 2015: 2016 2017 2018 2019...

  • Page 66
    ...with accrued and unpaid interest. Senior Notes Issuance Date Feb 2014 Feb 2015 Apr 2015 Jul 2014 Apr 2015 Maturity Date Feb 2022 Aug 2023 Jan 2024 Feb 2025 Jan 2026 ...in the U.S. in which we own at least 80% of the voting stock) to (1) create or incur certain liens and enter into sale and lease...

  • Page 67
    ... of the preceding calendar quarter is more than 130% of the conversion price. The closing price of our common stock exceeded the thresholds for the calendar quarter ended September 30, 2015 for our 2032 Notes and 2033 Notes; therefore, those notes are convertible by the holders through December 31...

  • Page 68
    ... per $1,000 principal amount, equivalent to an initial conversion price of approximately $9.98 per share of common stock. Interest is payable in May and November of each year. During 2015 and 2014, we repurchased $139 million and $188 million, respectively of aggregate principal amounts of the 2032C...

  • Page 69
    ... amount of the 2043G Notes upon conversion. As a result, the dilutive effect of the 2043G Notes in earnings per share is computed under the treasury stock method. Cash Redemption at Our Option: Prior to November 20, 2018, we may redeem for cash the 2043G Notes if the volume weighted average price...

  • Page 70
    ...90 billion New Taiwan dollars or an equivalent amount in U.S. dollars (approximately $213 million as of September 3, 2015). On June 18, 2015, we drew ...2015, we repaid, prior to their scheduled maturities, an aggregate of $159 million to close certain other notes payable with a weighted-average annual...

  • Page 71
    ...line items affected by retrospective application of this new accounting standard: Previously Reported $ 497 1,638 4,955 57 7,879 Effect of Retrospectively Adoption Adjusted...convertible debt Additional capital Commitments As of September 3, 2015, we had commitments of approximately $1.62 billion for ...

  • Page 72
    ...District of Delaware. On March 27, 2015, Elm filed an amended complaint against the.... On December 15, 2014, Innovative Memory Solutions, Inc. filed a patent infringement action... DRAM, DDR2 DRAM, DDR3 DRAM, DDR4 DRAM, SDR SDRAM, PSRAM, RLDRAM, LPDRAM, NAND Flash, and certain other memory products we...

  • Page 73
    .... As of September 3, 2015, the Inotera Shares had a carrying value in equity method investments for purposes of our financial reporting of $683 million and ... note.) Equity Micron Shareholders' Equity Common Stock Repurchases: Since the first quarter of 2015, our Board of Directors has authorized the...

  • Page 74
    ... of Capped Calls: A portion of our 2031 Capped Calls expired in the fourth quarter of 2015. We elected share settlement and received 3 million shares of our stock, equivalent to approximately $50 million based on the trading stock price at the time of expiration, which were recorded as treasury...

  • Page 75
    ... and technology we develop with Intel. We generally share with Intel the costs of product design and process development activities for NAND Flash memory and 3D XPoint memory. Our R&D expenses were reduced by reimbursements from Intel of $224 million, $137 million, and $127 million for 2015, 2014...

  • Page 76
    ...for leading-edge and advanced next generation semiconductors. On March 24, 2015, we notified Photronics of our election to terminate MP Mask effective in...million for IMFT. (See "Micron Memory Japan, Inc." note and "IMFT" above.) As of September 3, 2015, our retained earnings included undistributed ...

  • Page 77
    ... reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value. The estimated fair value and carrying value of debt instruments (carrying value excludes the equity and mezzanine equity components of our convertible notes) were as follows: As of 2015...

  • Page 78
    ...Scholes model requires the input of assumptions, including the stock price, expected stock-price volatility, estimated option life, risk-free interest ...(4) Notional Amount(1) As of September 3, 2015 Currency forward contracts: Yen Singapore dollar New Taiwan dollar Yuan Euro Shekel British Pound As...

  • Page 79
    ... accounting designation were as follows: Notional Amount (in U.S. Dollars) As of September 3, 2015 Yen Euro As of August 28, 2014 Yen Euro (1) (2) Fair Value of Current ...-operating income (expense) were not significant in 2015, 2014, or 2013. For 2015, 2014, and 2013, we reclassified gains of...

  • Page 80
    ...19.11 3.8 2.4 4.7 $ $ 256 145 109 The total intrinsic value was $229 million, $421 million, and $103 million for options exercised during 2015, 2014, and 2013, respectively. Stock options granted and assumptions used in the Black-Scholes option valuation model were as follows: For the year ended...

  • Page 81
    ... to be awarded varies between 0% and 200% of target amounts, depending upon the achievement level of the specified ROA or TSR. Restricted Stock Awards activity for 2015 is summarized as follows: WeightedAverage Grant Date Fair Value Per Share Number of Shares Outstanding at August 28, 2014 Granted...

  • Page 82
    ...stock. We match in cash eligible contributions from employees up to 5% of the employee's annual...increase our focus on our core memory operations, we have entered into ...reportable segment. As of September 3, 2015... used in the development of LED technology, $62 million to impair the...Boise, Idaho. 80

  • Page 83
    Other Operating (Income) Expense, Net For the year ended (Gain) loss on disposition of property, plant and equipment Rambus settlement Other 2015 $ (17) $ - (28) (45) $ 2014 10 $ 233 (11) 232 $ 2013 (3) - (5) (8) $ In December 2013, we settled all pending litigation between us and Rambus, Inc., ...

  • Page 84
    ... in net income (loss) of equity method investees: Foreign U.S. 2015 2014 2013 $ $ 2,431 178 2,609 $ $ 2,619 ...Noncontrolling investment transactions Tax credits State taxes, net of federal ...in a number of locations outside the U.S., including Singapore and, to a lesser extent, Taiwan, where we have...

  • Page 85
    ...certain subsidiaries Product and process technology Other Deferred tax liabilities Net deferred tax assets Reported as: Current deferred tax... not to be realized. As of September 3, 2015, we had partial valuation allowances of $710 million for Japan and $177 million for our other foreign subsidiaries ...

  • Page 86
    ... Federal $ - - 2,022 1,999 - 4,021 $ State 103 265 1,028 652 - 2,048 $ Japan 1,311 2,499 - - - 3,810 Total $ 2,425 3,058 3,050 2,651 30 11,214 $ $ $ $ As of September 3, 2015, our federal and state tax credit carryforward amounts and expiration periods as reported to tax authorities, were as...

  • Page 87
    ...states and various foreign jurisdictions throughout the world. Our U.S. federal and state tax returns remain open to examination for 2011 through 2015... the remainder of our conversion obligation amount in either shares of our common stock or cash, at our election. Our 2032 Notes and 2043 Notes, and...

  • Page 88
    ...our reportable segments: Compute and Networking Business Unit ("CNBU"): Includes memory products... memory products sold into automotive, industrial, connected home,...255 331 94 (233) 3,087 $ 160 (265) 173 227 (59) - 236 $ 2015 1,058 514 765 322 10 2,669 136 2,805 2014 $ 878 475 512 226 11 2,102...

  • Page 89
    ...memory. Through 2015, substantially all of our Non-Volatile Memory sales were from NAND Flash products. Sales of NOR Flash products are included in Other. Information regarding our MCP products, which combine both NAND Flash and DRAM components, is reported...by a single supplier. Financial instruments...

  • Page 90
    ...location were as follows: For the year ended China United States Taiwan Asia Pacific (excluding China, Taiwan, and Japan) Europe Japan Other 2015... by geographic area was as follows: As of United States Singapore Japan Taiwan China Other $ $ $ $ 2015 3,643 3,238 2,173 1,073 331 96 10,554 $...

  • Page 91
    ...427 471 471 Third Quarter $ 3,853 1,202 631 491 491 Second Quarter $ 4,166 1,405 855 935 934 First Quarter $ 4,573 1,638 1,085 1,002 1,003 2015 Net sales Gross margin Operating income Net income Net income attributable to Micron Earnings per share: Basic Diluted $ 0.44 0.42 $ 0.46 0.42 $ 0.87...

  • Page 92
    ... the financial position of Micron Technology, Inc. and its subsidiaries at September 3, 2015 and August 28, 2014,... the Company's internal control over financial reporting based on our integrated audits. We...Public Company Accounting Oversight Board (United States). Those standards require that we plan ...

  • Page 93
    ...The effectiveness of our internal control over financial reporting as of September 3, 2015 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 this Form 10-K. ITEM 9B. OTHER INFORMATION...

  • Page 94
    ... 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...

  • Page 95
    ... STATEMENT SCHEDULES The following documents are filed as part of this report: 1. 2. 3. Financial Statements: See Index to Consolidated Financial Statements... among Micron Technology, Inc. and Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc. and Akita Elpida Memory, Inc. ...

  • Page 96
    ...(8) Indenture, dated as of February 3, 2015, by and between Micron Technology, Inc. and U.S. Bank National Association...Stock Option Plan, as Amended Nonstatutory Stock...Technology Asia PTE LTD, Micron Technology, Inc., Micron Semiconductor Asia PTE LTD, IM Flash Technologies, LLC and IM Flash Singapore...

  • Page 97
    ... account bank. (32) 2015 Supply Agreement, dated February 10, 2015, by and among Micron Technology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories, Inc. (33) 2016 Supply Agreement, dated February 10, 2015, by and among Micron Technology, Inc., Micron Semiconductor Asia Pte. Ltd. and...

  • Page 98
    ..., by and among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte. Ltd. Purchase Agreement, dated as of April 27, 2015, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the...

  • Page 99
    ...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... Incorporated by reference to Current Report on Form 8-K dated February 3, 2015 * Portions of this exhibit ...

  • Page 100
    ... 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 2015. Micron Technology, Inc. /s/ Ernest E. Maddock By: Ernest E. Maddock Chief Financial Officer...

  • Page 101
    SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in millions) September 3, 2015 $ 5,547 3,329 2,218 299 1,483 (12) 448 - (273) (85) 90 38 2,773 (2) 2,899 (43) 2,856 $ August 28, ...

  • Page 102
    ...OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent ...convertible notes Micron shareholders' equity: Common stock, $0.10 par value, 3,000 shares ...) Other equity Total Micron shareholders' equity Total liabilities and equity 49 68 September 3, 2015 $ 721 479 133 1,091 77 321 86 82 2,990 13,051 932 163 ...

  • Page 103
    ...FINANCIAL INFORMATION OF THE REGISTRANT MICRON TECHNOLOGY, INC. (Parent Company Only) CONDENSED STATEMENTS OF CASH FLOWS (in millions) September 3, 2015 $ 996 August 28, 2014...acquire treasury stock Payments of licensing obligations Proceeds from issuance of debt Proceeds from issuance of stock under ...

  • Page 104
    ... TECHNOLOGY...Principles (GAAP) in the United States for annual financial statements. Because these parent-...statements contained herein have been adjusted to reflect the impact of adopting this new accounting standard. Debt 2015 Effective LongCurrent Rate Term N/A $ 174 $ 40 6.14% - 589 5.43% - 988 ...

  • Page 105
    ... to settle the conversions of the 2031B Notes in cash. Since the closing price of Micron's common stock for at least 20 trading days in the 30 trading day period ending on June 30, 2015 exceeded 130% of the initial conversion price per share, holders have the right to convert their notes...

  • Page 106
    ... and to royalties received from its subsidiaries for use of product and process technology. Micron's net sales to consolidated subsidiaries were $5.42 billion, $5.64 billion, and $4.19 billion for 2015, 2014, and 2013, respectively. Gross margins on manufacturing activities are commensurate with...

  • Page 107
    On August 15, 2014, ON Semiconductor Corporation acquired Aptina for approximately $433 million and Micron recognized a non-operating gain of $119 million on the sale of its shares based on its diluted ownership interest of approximately 27%. The gain approximated Micron's share of the consideration...

  • Page 108
    SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in millions) MICRON TECHNOLOGY, INC. Currency Translation and Charges to Other Accounts (132) $ (168) (25) Balance at Beginning of Year Deferred Tax Asset Valuation Allowance Year ended September 3, 2015 Year ended August 28, 2014 Year ended August 29,...

  • Page 109
    ... OF THE REGISTRANT* State (or Jurisdiction) in which Organized Delaware Japan Japan Taiwan Singapore Netherlands Idaho China Netherlands 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 110
    ... 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 111
    ...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 27, 2015 /s/ Ernest E. Maddock Ernest E. Maddock Chief...

  • Page 112
    ... 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 September 3, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and...

  • Page 113
    ... 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 September 3, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and...