UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K
(Mark One) 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 201730, 2018
OR
oTRANSITION 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)
Delaware75-1618004
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
8000 S. Federal Way, Boise, Idaho83716-9632
(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 className of each exchange on which registered
Common Stock, par value $0.10 per shareNASDAQ Global Select Market
Common Stock Purchase Rights 
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes T 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 T
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 T 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 T 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. T¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Accelerated Filer o
Non-Accelerated Filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company o
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x
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 2, 2017,1, 2018, as reported by the NASDAQ Global Select Market, was approximately $20.5$45.0 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 20, 20178, 2018 was 1,153,255,224.1,134,255,375.
DOCUMENTS INCORPORATED BY REFERENCE:Portions of the Proxy Statement for the registrant’sregistrant's Fiscal 20172018 Annual Meeting of Shareholders to be held on January 17, 201816, 2019 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.
     


Forward-Looking Statements

This Form 10-K contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements such as those made regarding controller development; increasing sales of DDR4, 3D NAND, 3D XPointTM memory, and client and cloud SSDs; growth in our production of, and the market for, NAND products; our production of DRAM products; our joint research and development arrangements with Intel; the need to obtain additional patent licenses or renew existing license agreements; the entry into additional sales or licenses of intellectual property and partnering agreements; debt incurred to finance our capital investments; and cash expenditures for property, plant, and equipment. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in "Item 1A. Risk Factors." All period references are to our fiscal periods unless otherwise indicated.


Definitions of Commonly Used Terms

As used herein, "we," "our," "us," and similar terms include Micron Technology, Inc. and our consolidated subsidiaries, unless the context indicates otherwise. Abbreviations, terms, or acronyms are commonly used or found in multiple locations throughout this report and include the following:

Term Definition Term Definition
2021 MSAC Term Loan Variable Rate MSAC Senior Secured Term Loan due 2021 LPDRAMMicron Mobile Low-Power DRAMMicron Technology, Inc. (Parent Company)
2021 MSTW Term Loan Variable Rate MSTW Senior Secured Term Loan due 2021 MAIMLC Micron Akita, Inc.Multi-Level Cell (two bits per cell)
2022 Notes 5.88% Senior Notes due 2022 MCPMMJ Multi-Chip PackageMicron Memory Japan, Inc.
2022 Term Loan B Senior Secured Term Loan B due 2022 MicronMMJ Companies Micron Technology, Inc. (Parent Company)MAI and MMJ
2023 Notes 5.25% Senior Notes due 2023 MLCMMJ Group Multi-Level Cell (two bits per cell)MMJ and its subsidiaries
2023 Secured Notes 7.50% Senior Secured Notes due 2023 MMJMMT Micron Memory Japan, Inc.Taiwan Co., Ltd.
2024 Notes 5.25% Senior Notes due 2024 MMJ CompaniesMSP MAI and MMJMicron Semiconductor Products, Inc.
2025 Notes 5.50% Senior Notes due 2025 MMJ GroupMSTW MMJ and its subsidiariesMicron Semiconductor Taiwan Co., Ltd.
2026 Notes 5.63% Senior Notes due 2026 MMTMTTW Micron MemoryTechnology Taiwan, Co., Ltd.
2032 Notes2032C and 2032D NotesMSPMicron Semiconductor Products, Inc.
2032C Notes 2.38% Convertible Senior Notes due 2032 MSTWNanya Micron Semiconductor Taiwan Co., Ltd.Nanya Technology Corporation
2032D Notes 3.13% Convertible Senior Notes due 2032 MTTWOEM Micron Technology Taiwan, Inc.Original Equipment Manufacturer
2033 Notes 2033E and 2033F Notes NanyaQimonda Nanya Technology CorporationQimonda AG
2033E Notes 1.63% Convertible Senior Notes due 2033 QimondaQLC Qimonda AGQuad-Level Cell (four bits per cell)
2033F Notes 2.13% Convertible Senior Notes due 2033 R&D Research and Development
2043G Notes 3.00% Convertible Senior Notes due 2043 SG&A Selling, General, and Administration
ElpidaIMFT Elpida Memory, Inc.IM Flash Technologies, LLC SLC Single-Level Cell (one bit per cell)
HMCInotera Hybrid Memory CubeInotera Memories, Inc. SSD Solid-State Drive
IMFTIntel IM Flash Technologies, LLCTAIBORTaipei Interbank Offered Rate
InoteraInotera Memories, Inc.Intel Corporation Tera Probe Tera Probe, Inc.
IntelLPDRAM Intel CorporationMobile Low-Power DRAM TLC Triple-Level Cell (three bits per cell)
Japan CourtMAI Tokyo District CourtMicron Akita, Inc. VIE Variable Interest Entity
MCPMulti-Chip Package


Micron, Crucial, Ballistix, any associated logos, and all other Micron trademarks are the property of Micron. 3D XPoint is a trademark of Intel or its subsidiaries in the United States and/or other countries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the registered or unregistered trademarks of their respective owners.



PART I
  
ITEM 1. BUSINESS

The following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements such as those made regarding controller development; increasing sales of DDR4, 3D NAND, and client and cloud SSD products; growth in the market for NAND products; the need to obtain additional patent licenses or renew existing license agreements; the entry into additional sales or licenses of intellectual property and partnering agreements; debt incurred to finance our capital investments; and cash expenditures for property, plant, and equipment. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in "Item 1A. Risk Factors." All period references are to our fiscal periods unless otherwise indicated.


Overview

Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions. Through our global brands – Micron®Micron®, Crucial®Crucial®, and Ballistix®Ballistix®– our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, NOR Flash and 3D XPoint™XPoint memory, is transforming how the world uses information to enrich life. Backed by more than 3540 years of technology leadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, machine learning, and autonomous vehicles, in key market segments like cloud, data center, networking, and mobile.

We manufacture our products at our worldwide, wholly-owned and joint venture facilities. In recent years, we have increased our manufacturing scale and product diversity through strategic acquisitions, expansion, and various partnering arrangements.

We make significant investments to develop the proprietary product and process technology, which is implemented in our manufacturing facilities. We generally increase the density per wafer and reduce manufacturing costs of each generation of product through advancements in product and process technology, such as our leading-edge line-width process technology and 3D NAND architecture. We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, reduced package size, lower power consumption, improved read/write reliability, and increased memory density. Storage products incorporating NAND, a controller, and firmware constitute a significant and increasing portion of our sales. We generally develop firmware and expect to introduce proprietary controllers into our SSDs in 2018.the first half of 2019. Development of advanced technologies enables us to diversify our product portfolio toward a richer mix of differentiated, high-value solutions and to target high-growth markets.

We market our products through our internal sales force, independent sales representatives, distributors, and distributorse-tailers, primarily to original equipment manufacturers and retailers located around the world. We face intense competition in the semiconductor memory and storage markets and, in order to remain competitive, we must continuously develop and implement new products and technologies and decrease manufacturing costs. Our success is largely dependent on market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, efficient utilization of our manufacturing infrastructure, successful ongoing development and integration of advanced product and process technology, return-driven capital spending, and successful R&D investments.

To leverage our significant investments in R&D, we have formed, and may continue to form, strategic joint ventures that allow us to share the costs of developing memory and storage product and process technology with third parties. In addition, from time to time, we also sell and/or license technology to other parties. We continue to pursue additional opportunities to monetize our investment in intellectual property through partnering and other arrangements.

Acquisition of Inotera

Through December 6, 2016, we held a 33% ownership interest in Inotera (now known as MTTW), Nanya and certain of its affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the remaining 67% interest in Inotera and began consolidating Inotera's operating results. Inotera manufactures DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements. The Inotera acquisition enhances our flexibility to drive new technology, optimize the deployment of capital, and adapt our product offerings to changes in market conditions. For more information regarding the


Inotera acquisition, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Acquisition of Inotera."

Business Segments

We have the following four business units, which are our reportable segments:

Compute and Networking Business Unit ("CNBU"):Includes memory products sold into compute, networking, graphics, and cloud server markets.
Storage Business Unit ("SBU"):Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. SBU also includes products sold to Intel through our IMFT joint venture.
Mobile Business Unit ("MBU"):Includes memory products sold into smartphone, tablet, and other mobile-device markets.
Embedded Business Unit ("EBU"):Includes memory products sold into automotive, industrial, connected home, and consumer electronics markets.

For more information regarding our segments, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Segment Information."


Products

Our product portfolio of memory and storage solutions, isadvanced solutions, and storage platforms are based on our high-performance semiconductor memory and storage technologies, which includeincluding DRAM, NAND, 3D XPoint memory, and other technologies. We offersell our products into various markets through our four business units (which are also our reportable segments) in various forms, including wafers, components, and modules, as well as SSDs and multiple chip packagesin MCPs that combine ourDRAM, NAND, and/or NOR with controllersa controller and firmware. We are relentlessly focused on evolving our product portfolio to a richer mix of high-value solutions and cultivating deeper relationships with customers. Our position as a developer and manufacturer of DRAM, NAND, NOR and other emerging memory technologies uniquely enables us to collaborate with our customers to ensure our technology and engineering roadmaps deliver critical features. We continuously introduce new products on our advanced technologies, delivering performance, quality, and cost advantages to our customers.

DRAMCompute and Networking Business Unit

CNBU includes memory products and solutions sold into cloud server, enterprise, client, graphics, and networking markets. CNBU reported revenue of $15.25 billion in 2018, $8.62 billion in 2017, and $4.53 billion in 2016. In 2018, we significantly increased our production of DRAM products are high-density, low-cost-per-bit, random accessusing 1Xnm technology and continued to focus on developing our 1Ynm technology. In 2018, we achieved volume production of our 8Gb GDDR6 memory, devices that provide high-speed data storagewhich delivers significant performance improvements over our GDDR5 design, and retrieval withenables bandwidth-intensive applications in our core CNBU markets in a variety of performance, pricing, and other characteristics. Sales of DRAM products were 64%, 58%, and 64% of our total net sales in 2017, 2016, and 2015, respectively.

Wafer, Component, and Module DRAM: DDR3 and DDR4 DRAM products offer high speed and bandwidth, primarily for use in computers, servers, networking devices, communications equipment, consumer electronics, automotive, and industrial applications. In 2017, we offered DDR4 and DDR3 products in 1Gb to 8Gb densities. Sales of DDR4 products increased significantly in 2017 and we expect further increases in 2018 as DDR4 DRAM replaces DDR3 DRAM products in many applications. Aggregate sales of DDR3 and DDR4 DRAM products were 40%, 31%, and 38% of our total net sales in 2017, 2016, and 2015, respectively.

LPDRAM products offer lower power consumption relative to other DRAM products and are used primarily in smartphones, tablets, automotive applications laptop computers, and other mobile consumer devices that require low power consumption. Aggregate sales of our LPDDR4, LPDDR3, and other versions of LPDRAM products were 18% of our total net sales in each of 2017, 2016, and 2015.

We offer other DRAM products targeted to specialty markets, including DDR2 DRAM, DDR DRAM, GDDR5 and GDDR5X DRAM, SDRAM, and RLDRAM. These products are used in networking devices, servers, consumer electronics, communications equipment, computer peripherals, automotive and industrial applications, and computer memory upgrades.

Other: We offer HMC products, which are semiconductor memory devices where vertical stacks of DRAM die connected using through-silicon-via interconnects are placed above a small, high-speed logic layer.

NAND

NAND products are electrically re-writeable, non-volatile semiconductor memory and storage devices that retain content when power is turned off. NAND sales were 32%, 37%, and 33% of our total net sales in 2017, 2016, and 2015, respectively. NAND is ideal for mass-storage devices due to its fast erase and write times, high density, and low cost per bit relative to other solid-state memories. NAND-based storage devices are utilized in smartphones, SSDs, tablets, computers, automotive and industrial applications, networking, and other consumer applications. Removable storage devices, such as USBartificial intelligence and Flashnetworking.


memory cards, are used
Cloud Server: The cloud server market was CNBU's fastest growing market in 2018, particularly in datacenters, with applications suchsignificant increases in DRAM content per server. The cloud server market has been driven, in part, by intelligent edge devices capable of artificial intelligence and augmented reality that store and access data in the cloud. Artificial intelligence servers require significantly increasing quantities of DRAM and as PCs, digital still cameras,the number and smartphones. The market for NANDcapabilities of these intelligent edge devices increase, more data is stored, processed, and accessed in the cloud, creating a virtuous cycle between the cloud and edge devices. We anticipate continued growth of our 1Xnm portfolio with the continued ramp of our second-generation 1Xnm 8Gb DDR4 products, has grown rapidlywhich were validated with key partners and we expect it to continue to grow due to increased demand for these and other embedded and removable storage devices.customers in 2018.

WaferEnterprise: Similar to the cloud server market, the enterprise market is experiencing strong demand growth from intelligent edge devices that require rapid data analysis and Component NANDstorage in enterprise and cloud servers to enable machine learning, training, and inferencing. Our enterprise RDIMM DRAM memory modules provide the high performance, reliability, and integrity requirements for such applications. In 2018, we qualified our 32GB non-volatile module ("NVDIMM") at key OEMs and also began shipping in volume our 128GB through-silicon via-based ("TSV") RDIMMS.

Client: In 2018, we achieved significant production and sales to the client market from our 1Xnm technology. Our products sold to the client market support both PC unit growth, driven primarily by corporate replacement cycles from upgraded operating systems, as well as increases in content per unit. Additionally, our products sold to the client market are incorporated into gaming and ultra-thin notebooks.

Graphics: Our GDDR5/5x DRAM graphics products are incorporated into applications providing virtual reality, augmented reality, and crypto-mining technology. In 2018, we benefitted from strong demand for graphics memory in gaming console applications, as well as a higher attach-rate of graphics DRAM products in performance and enthusiast graphics cards. In 2018, we migrated and scaled production of our 8Gb GDDR5 to our 1Xnm DRAM technology, which augmented production of our GDDR5/5x DRAM memory on our 20nm line-width technology. We remained focused on execution of technology transitions and achieved volume production of our 8Gb GDDR6 DRAM for the graphics and crypto-mining markets in 2018.

Networking: The networking memory market is characterized by long life-cycle DRAM products, and accordingly, a significant portion of our sales to the networking market consisted of products manufactured on our legacy 30nm and 25nm-series DRAM technology. In 2018, we accelerated a shift from DDR3 to DDR4 DRAM and began sales of 4Gb DDR4 DRAM into emerging 5G applications.

Mobile Business Unit

MBU includes memory products sold into smartphone and other mobile-device markets and includes discrete DRAM, discrete NAND, products featureand managed NAND. MBU managed NAND includes eMMC and universal flash storage ("UFS") solutions, which each combine high-capacity NAND with a high-speed controller and firmware in a small cell structure that enables higher densities for demanding applications. We began selling commercial volumesball-grid array, and eMCP products, which combine an eMMC/UFS solution with LPDRAM. MBU reported revenue of $6.58 billion in 2018, $4.42 billion in 2017, and $2.57 billion in 2016. In 2018, we announced new 64-layer, second-generation 3D NAND storage products, featuringwhich support the high-speed UFS 2.1 standard and eMMC 5.1 standard. These new mobile solutions are based on our industry-leading TLC 3D NAND technology, empowering smartphone makers to enhance the user experience with next-generation mobile features such as artificial intelligence, virtual reality, and facial recognition. Our 1Xnm LPDRAM solutions provide power efficiency, particularly critical to our mobile customers, and our 1Ynm 12Gb LPDDR4 solutions, the highest capacity LPDRAM monolithic die available in 2016the industry, provide both power efficiency and it composed 43%higher capacity to our mobile customers.

Smartphone: In 2018, we achieved product qualification of our total Trade1Xnm LPDDR4 DRAM with major mobile phone OEMs. Our LPDRAM offers low-power, high-performance solutions to perform in extreme environments demanded by high-end smartphones. High-end smartphones incorporate higher levels of NAND salesand LPDRAM that enable features such as larger 4K displays, multiple high-resolution cameras, and 4K high-dynamic range video recording. Additionally, our smartphone products are utilized by OEMs to enable artificial intelligence, augmented reality, and life-like virtual reality capabilities into high-end phones, including facial and voice recognition, real-time translation, fast image search, and scene detection. In 2018, our managed NAND products achieved strong growth, including our new 128GB NAND plus 4GB DRAM MCP and our first high-performance UFS managed NAND products introduced in 2017. We expect 3D NAND sales to continue to increase inthe fourth quarter of 2018. 3D NAND stacks layers of data



Storage Business Unit

SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage cells vertically to create storage devices with higher capacity than competing planar NAND technologies. This enables more storage in a smaller space, bringing significant cost savings, low power usage and high performance to a range of mobile consumer devicesmarkets as well as the most demanding enterprise deployments. We are currently in production of MLC and TLC versions of 3D NAND and, in 2017, TLC comprised a majority of our 3D NAND production. The significant majority of our 3D NANDother discrete storage products sold in component and wafer forms to the removable storage markets. SBU sales also include "non-trade" products consisting of products manufactured and sold to Intel through IMFT under a long-term supply agreement at prices approximating cost, which included 3D XPoint memory and NAND products. SBU reported revenue of $5.02 billion in 2018, $4.51 billion in 2017, featured 32 layers and $3.26 billion in 2016. In 2018, we began ramping next generationcontinued to ramp our 64-layer 3D NAND products with 64 layerstechnology and achieved bit output crossover relative to 32-layer in 2017. Wethe second half of 2018. In 2018, we also offer high speed SLC, MLC,extended our leadership position in 3D NAND technology by delivering the industry's first commercially available QLC 3D NAND technology. Leveraging our 64-layer structure, the new QLC NAND technology achieves 1 terabit ("Tb") density per die, which has a 33% higher array density as compared to TLC, enabling new operating points for density and cost in the enterprise, cloud, and client-storage markets. In 2018, we advanced development of our third-generation 96-tier 3D NAND structure, providing a 50 percent increase in layers. Both the 64-layer QLC and 96-layer TLC planar3D NAND products that are compatible with advanced interfacestechnologies utilize CMOS under the array ("CuA") technology to reduce die sizes and deliver improved performance when compared to competitive approaches. By leveraging four planes versus two, our new NAND flash memory can write and read more cells in 1GB to 128GB densities.parallel, which delivers faster throughput and higher bandwidth at the system level.

SSDs: SSDsSSD storage products incorporate NAND, a controller, and firmware and areoffer benefits over HDDs of a smaller form factor, faster read and write speeds, and solid-state architecture. SSDs offer significant portionperformance and features, including speed, reliability, and lower power consumption. We offer SSD solutions utilizing our NAND technology to the enterprise and cloud, client, and consumer markets.

Enterprise and Cloud SSDs: SBU sales to the enterprise and cloud SSD markets in 2018 consisted primarily of our net sales. We offer client,flagship SATA 5100 and 5200 series SSDs. In 2018, our SATA 5200 series SSD achieved qualification at enterprise server OEMs, cloud service providers, and enterprise customers. Similar to trends in the memory market, the enterprise and cloud storage markets have been driven by intelligent edge devices capable of artificial intelligence, augmented reality, and other features that store, access, and analyze data in the cloud. Artificial intelligence servers require significantly higher SSD capacity, and our 64-layer QLC NAND technology provides cost-optimized storage solutions, providing significantly lower total cost of ownership for read-intensive cloud workloads. Our 5200 series SATA SSDs, which feature higherdeliver best-in-class performance reduced-power consumption, and enhanced reliabilitycapacity, are based on the same proven architecture as comparedour 5100 series. We shipped our first 5200 series SATA SSDs in the third quarter of 2018 and received broad acceptance in the enterprise and cloud SSD markets. By leveraging our advanced CuA NAND in enterprise and cloud SSDs, we deliver low cost, high density, high performance storage solutions.

Client SSDs: SBU sales to typical hard disk drives.the client SSD market in 2018 consisted primarily of our 1100 series 3D NAND SATA Client SSD, which is targeted for leading personal computer OEMs as a replacement to HDDs. Our client SSDs, are targeted atused in notebooks, desktops, workstations, and otherrelated consumer applications. Increasingly our SSDs are being utilized in large-scale cloud environments. Using our 3D NAND process technology, our SSDsapplications, deliver read and write speeds that help improve boot and application load times and deliver higherhigh performance, than hard disk drives. Our client SSDs, including our newest line of 3D NAND SSDs, deliver world-class data storage, endurance, power efficiency, reliability,security, and performance for corporate users and are offered in SATA and PCIe NVMe solutions, with densities upcapacity to 2 terabytes, in 2.5-inch and M.2 form factors. Our enterprise SSDs are targeted at server and storage applications and incorporate our Extended Performance and Enhanced Reliability Technology ("XPERT") architecture, which closely incorporatescustomers. In the storage and controller through highly optimized firmware algorithms and hardware enhancements. The end result is a setfirst half of market-focused enterprise features that deliver ultra-low latencies, improved data transfer time, power-loss protection, and cost-effectiveness, along with higher capacities and power efficiency. We offer enterprise SSDs with PCIe NVMe, SAS, and SATA interfaces, with capacities up to 3.2 terabytes.

We generally develop firmware and2019, we expect to introduce proprietary controllers into our SSDs in 2018, which will enable2200 series 3D NAND PCIe client SSD incorporating our internally-developed controller, enabling us to offer additional differentiated storage solutions for our customers. Sales of our client and cloud SSDs increased significantly in 2017, both in aggregate and as a percentage of our overall sales, and we expect this trend to continue over the next several years.customers.

MCPsConsumer SSDs: SBU sales to the consumer SSD market in 2018 consisted primarily of our Crucial-branded MX500 SATA SSD, utilizing our 64-layer TLC 3D NAND. Similar to the client SSD market, our consumer SSD solutions are replacing HDDs as end-users seek the higher performance, power savings, and Managed NAND: We offer MCP products that combine NAND with LPDRAM to enable small form-factor solutions that combine storage and execution memory. We also offer managed NAND products including e-MMC, UFS, and embedded USB. Our e-MMC products combine NAND with a logic controller that performs media management and Error Code Correction ("ECC"), which provides reduced ECC complexity, better system performance, improved reliability easy integration, and lower overall system costs. Our e-MCP products combine e-MMC with LPDRAM on the same substrate, which improves overall functionality and performance while simplifying system design. MCP products are used in smartphone, automotive, industrial, and other consumer applications. Our MCP and managed NAND products generally feature proprietary firmware and leverageof our expertise in NAND and DRAM technologies.SSDs.

3D XPoint MemoryComponents and OtherWafers: SBU sales of components and wafers in 2018 consisted primarily of our 32-layer TLC NAND technology and our 64-layer TLC and QLC NAND technology. We continue to transition our business from a storage components supplier to a storage solutions provider with a richer mix of high-value solutions such as SSDs and mobile managed NAND. As a result, SBU sales of products in component and wafer form declined in 2018 as compared to 2017.

3D XPoint Memorymemory: We introduced 3D XPoint technology,memory has 10 times the chip density of DRAM, 1,000 times the endurance capability of NAND, and is 1,000 times faster than NAND. These specifications create a new category of non-volatile memory, in 2015. 3D XPoint memory's innovative, transistor-less, cross point architecture creates a three-dimensional checkerboard where memory cells sit at the intersection of word lines and bit lines, allowing the cells to be addressed individually. As a result, data can be written and read in small sizes, leading to fast and efficient read/write processes. We began producingsignificant value opportunity for 3D XPoint memory in 2016solutions between DRAM and significantly increased productionNAND in 2017.

Other: Otherthe memory and storage hierarchy. Trends in machine learning, big data analytics, and artificial intelligence are driving demand for the features offered by 3D XPoint memory. We are collaborating with our customers to develop 3D XPoint memory products included primarily NOR Flash, which are electrically re-writeable semiconductor memory devices that offer fast read times and are usedexpect to sample such products in automotive, industrial, connected home, and consumer applications.late calendar 2019.



Embedded Business Unit

IMFTEBU includes memory and storage products sold into automotive, industrial, and consumer markets and includes discrete DRAM, discrete NAND, managed NAND, and NOR. EBU reported revenue of $3.48 billion in 2018, $2.70 billion in 2017, and $1.94 billion in 2016. The embedded market is characterized by long life-cycle DRAM and NAND products manufactured on our mature process technologies. Our embedded products enable edge devices to store, connect, and share information in the growing internet of things ("IoT") and are utilized in a diverse set of applications in the automotive, industrial, and consumer markets.

Since 2006, we have owned 51%Automotive: Our DDR3 DRAM and eMMC managed NAND automotive memory and storage products enable connected, large display infotainment systems and higher definition 4K displays and support improved voice and gesture control in automotive applications. Our comprehensive and expanding portfolio of IMFT, a joint venture between us and Intel to manufacture memory products exclusively for its members, who share the output of IMFT in proportion to their investment under a long-term supply agreement at prices approximating cost. In 2017, IMFT began to transition its manufacturing from NAND to 3D XPoint memory products. We generally share with Intel the costs of product design and process development activities forDRAM, NAND, and 3D XPoint memory at IMFT and our other facilities. IMFT is governed by a Board of Managers for which the number of managers appointed by each member varies based on the members' respective ownership interests. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. Through December 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in IMFT, in either case, for an amount equalNOR solutions to the noncontrolling interest balance attributableautomotive market, as well as our extensive customer support network, also support advancements in autonomous driving and automated driver assistance systems, which require high reliability and high performance memory and storage.
Industrial: Our industrial products, featuring SLC and MLC NAND, NOR, DDR3 DRAM, and MCP managed NAND, enable applications in the growing industrial IoT market, including factory automation, transportation, and surveillance. In 2018, we announced availability of our 128GB and 256GB density of edge storage microSD card solutions and collaboration with several leading video surveillance solution providers to Intel at such time either member exercises its right. If Intel exercises its put right, we can electpromote surveillance-grade edge storage, utilizing our 64-layer TLC 3D NAND technology. This newly released solution enables greater capacity in a smaller space, delivering up to 30 days of surveillance video storage in the camera.

Consumer: Our DDR3 DRAM, SLC NAND, and eMCP managed NAND products sold into the consumer market are used in a diverse set of consumer products, including service provider and set-top boxes, digital still and video cameras, home networking, ultra-high definition televisions, and many more applications. Our embedded memory and storage solutions enable edge devices in the closing date ofconsumer products market to store, connect, and share information in the transaction to be any time within two years following such election by Intel and can elect to receive financing of the purchase price from Intel for one to two years from the closing date. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – IMFT.")IoT.


Manufacturing

Our manufacturingWe manufacture our products at our worldwide, wholly-owned and joint venture facilities are located in Taiwan, Singapore, the United States, Japan, and China Japan, Malaysia, Singapore, and Taiwan.also utilize subcontractors to perform certain manufacturing processes. Nearly all of our products are manufactured on 300mm wafers in facilities that generally operate 24 hours per day, 7seven days per week. Semiconductor manufacturing is extremely capital intensive, requiring large investments in sophisticated facilities and equipment. A significant portion of our semiconductor equipment is generally replaced every five to seven years with increasingly advanced equipment. Our DRAM, NAND, 3D XPoint memory, and NOR Flash products share a number of common manufacturing processes, enabling us to leverage much of our product and process technology and manufacturing infrastructure across these product lines.

Our process for manufacturing semiconductor products is complex involvingand involves a number of precise steps, including wafer fabrication, assembly, and test. Efficient production of semiconductor products requires utilization of advanced semiconductor manufacturing techniques and effective deployment of these techniques across multiple facilities. The primary determinants of manufacturing cost are process line-width, 3D non-volatile layers, NAND cell levels, process complexity, including number of mask layers and fabrication steps, and manufacturing yield. Other factors that contribute to manufacturing costs are the cost and sophistication of manufacturing equipment, equipment utilization, process complexity, cost of raw materials, labor productivity, package type, and cleanliness of our manufacturing environment.environment, and utilization of subcontractors to perform certain manufacturing processes. We continuously enhance our production processes, increasing bits per wafer and transitioning to higher density products. In 2017,2018, we significantly increased our volume production of 1Xnm process node DRAM and beginning inexpect to achieve bit crossover by the end of the first quarter of 2017, manufactured a majority of2019. In 2018, we continued to ramp our NAND production using our first generation 32-layer 3D NAND technology. In 2017, we began ramping production of our second generation 64-layer 3D NAND technology and TLC products becameachieved bit output crossover relative to 32-layer in the majoritysecond half of our 3D NAND output.2018.

Wafer fabrication occurs in a highly-controlled clean environment to minimize dust and other yield and quality-limiting contaminants. Despite stringent manufacturing controls, individual circuits may be nonfunctional or wafers may need to be scrapped due to equipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects, and air particle defects. Success of our manufacturing operations depends largely on minimizing defects to maximize yield of high-quality circuits. In this regard, we employ rigorous quality controls throughout the manufacturing, screening, and testing processes. We are able to recover certain devices by testing and grading them to their highest level of functionality.



We sell semiconductor products in both packaged and unpackaged (i.e., "bare die") forms. Our packaged products include memory modules, SSDs, MCPs,and managed NAND including MCPs and HMCs.eMMCs. We assemble many products in-house and, in some cases, outsource assembly services where we can reduce costs and minimize our capital investment. We subcontract assembly services for the production of certain memory modules, SSDs, and MCPs.

We test our products at various stages in the manufacturing process, conduct numerous quality control inspections throughout the entire production flow, and perform high temperature burn-in on finished products. In addition, we use our proprietary AMBYX™ line of intelligent test and burn-in systems to perform simultaneous circuit tests of semiconductor memory die during the burn-in process, capturing quality and reliability data and reducing testing time and cost. We use subcontractors to perform certain testing services.



In recent years, we have produced an increasingly broad portfolio of products and system solutions, which enhances our ability to allocate resources to our most profitable products but also increases the complexity of our manufacturing and supply chain operations. Although our product lines generally use similar manufacturing processes, our cost efficiency can be affected by frequent conversions to new products, the allocation of manufacturing capacity to more complex, smaller-volume parts,products, and the reallocation of manufacturing capacity across various product lines.


AvailabilityArrangements with Intel

IMFT

Since 2006, we have owned 51% of RawIMFT, a joint venture between us and Intel. IMFT is governed by a Board of Managers, for which the number of managers appointed by each member varies based on the members' respective ownership interests. IMFT manufactures semiconductor products exclusively for its members under a long-term supply agreement at prices approximating cost. In the first quarter of 2018, IMFT discontinued production of NAND and subsequent to that time has been entirely focused on 3D XPoint memory production. IMFT sales to Intel were $507 million, $438 million, and $457 million in 2018, 2017, and 2016, respectively.

The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. At any time through December 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in IMFT, in either case, for a price that approximates Intel's interest in the net book value of IMFT plus member debt at the time of the closing. If Intel exercises its put right, we can elect to set the closing date of the transaction any time between six months and two years following such election by Intel and we can elect to receive financing of the purchase price from Intel for one to two years from the closing date. If we exercise our call right, Intel can elect to set the closing date of the transaction to be any time between six months and one year following such election. Following the closing date resulting from exercise of either the put or the call, we will continue to supply to Intel for a period of one year between 50% and 100%, at Intel's choice, of Intel's immediately preceding six-month period pre-closing volumes of IMFT products for the first six-month period following the closing and between 0% and 100%, at Intel's choice, of Intel's first six-month period following the closing volumes of IMFT products for the second six-month period following the closing, at a margin that varies depending on whether the put or call was exercised.

IMFT's capital requirements are generally determined based on an annual plan approved by the members, and capital contributions to IMFT are requested as needed. Capital requests are made to the members in proportion to their then-current ownership interest. Members may elect to not contribute their proportional share, and in such event, the contributing member may elect to contribute any amount of the capital request, either in the form of an equity contribution or member debt financing. In 2018, Intel provided debt financing of $1.01 billion to IMFT pursuant to the terms of the IMFT joint venture agreement. Under the supply agreement, the members have rights and obligations to the capacity of IMFT in proportion to their investment, including member debt financing. Any capital contribution or member debt financing results in a proportionate adjustment to the sharing of output on an eight-month lag. Members pay their proportionate share of fixed costs associated with IMFT's capacity.

R&D Arrangements

We have agreements to jointly develop NAND and 3D XPoint technologies with Intel. We continue to jointly develop NAND technologies with Intel through the third generation of 3D NAND, which is expected to be completed in the second half of 2019. In the second quarter of 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND in order to better optimize the technology and products for our respective business needs. We continue to jointly develop 3D XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in the second half of 2019. To better optimize 3D XPoint technology for our product roadmap and maximize the benefits for our


customers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel subsequent generations of 3D XPoint technology. As a result of the above actions, we expect reimbursements under our cost-sharing agreements to decrease in early fiscal 2019.


Supply Chain, Materials, and Use of Third-Party Service Providers

Our supply chain and operations require raware dependent on the availability of materials and in some cases, third-party services, that meet exacting standards.standards and the use of third parties to provide us with components and services. We generally have multiple sources of supply for our raw materials and services. However, only a limited number of suppliers are capable of delivering certain raw materials and services that meet our standards. Instandards and, in some cases, materials, components, or services are provided by a single supplier. Various factors could reduce the availability of raw materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks. Shortages or increases in lead times may occur from time to time in the future. Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers used in a number of our products and with outsourced semiconductor assembly and test providers, contract manufacturers, logistic carriers, and other service providers. Certain raw materials are primarily available in certain countries, including rare earth minerals available primarily from China, and trade disputes or other political or economic conditions may limit our availability to obtain such raw materials. We and/or our suppliers and service providers could be affected by tariffs, embargoes or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, and responsible sourcing practices, which could increase the cost and limit the supply of our raw materials.materials and/or increase the cost. In addition, disruptions in transportation lines could delay our receipt of raw materials. Lead times for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials, orcomponents, services, or the extension of our lead times could have a material adverse effect on our business, resultresults of operations, or financial condition.

Our manufacturing processes are also dependent on our relationships with outsourced semiconductor assembly We monitor and test providers, contract manufacturers, logistic carriers, and other service providers. We have supply chain risk monitoring and managementmanage supply-chain activities to mitigate our risks associated with raw materials and service providers.


Marketing and Customers

For 2017, 20%We continue to transform how we interact with our customers from transactional opportunistic sales of standardized memory components to collaborative relationships where we work with our net sales werecustomers to understand their unique opportunities and challenges. We engage with our customers early in the computeproduct life-cycle to identify and graphicsdesign features and performance characteristics into our products that our customers need in their end products, and then manufacture products that better anticipate and fit their changing needs. By collaborating with our customers on their design needs in a changing end market, (including desktop PCs, notebooks,we differentiate our memory and workstations); 20% werestorage solutions, which provides greater value to mobile; 20% were to SSD and other storage; 15% were to automotive, industrial, medical, and other embedded; and 15% were to server. Sales to Kingston Technology Corporation consisted primarily of DRAM and, as a percentage of total net sales, were 10%, 7%, and 11% for 2017, 2016, and 2015, respectively. Sales to Intel, including Non-Trade sales through IMFT, as a percentage of total net sales, were 9%, 14%, and 8% for 2017, 2016, and 2015, respectively. No other customer exceeded 10% of our total net sales for 2017, 2016, or 2015.customers.

Our semiconductor memory and storage products are offered under our Micron, Crucial, and Ballistix brand names and through private labels. We market our semiconductor memory and storage products primarily through our own direct sales force and maintain sales or representative offices in our primary markets around the world. We sell our Crucial-branded products through a web-based customer direct sales channel as well as through channel and distribution partners. Our products are also offered through independent sales representatives, distributors, and distributors, whoe-tailers. Our independent sales representatives obtain orders subject to final acceptance by us, and are compensated on a commission basis. We thenwe make shipments against thesethe orders directly to our customers. DistributorsOur distributors carry our products in inventory and typically sell a variety of other semiconductor products, including competitors' products. We maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products. Many of our customers require a thorough review or qualification of semiconductor products, which may take several months.

In each of the last three years, approximately one-half of our total net sales were to our top ten customers. For other information regarding our concentrations and customers, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Certain Concentrations."




Backlog

Because of volatile industry conditions, customers are generally reluctant to enter into long-term, fixed-price contracts. Accordingly, new order volumes for our semiconductormemory and storage products may fluctuate significantly. We typically accept orders with acknowledgment that the terms may be adjusted to reflect market conditions at the date of shipment. For these reasons, we do not believe that our order backlog as of any particular date is a reliable indicator of actual sales for any succeeding period.


Product Warranty

Because the design and manufacturing process for semiconductor products is highly complex, it is possible that we may produce products that do not comply with applicable specifications, contain defects, or are otherwise incompatible with end


uses. In accordance with industry practice, we generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery and will operate to those specifications during a stated warranty period. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms and conditions.


Competition

We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Samsung Electronics Co., Ltd.; SK Hynix Inc.; Toshiba Memory Corporation; and Western Digital Corporation. Some of our competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation of industry competitors could put us at a competitive disadvantage. In addition, some governments such as China, have provided and may continue to provide significant assistance, financial assistanceor otherwise, to some of our competitors or to new entrants. entrants and may intervene in support of national industries and/or competitors. In particular, we face the threat of increasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities that is intended to advance China's stated national policy objectives. In addition, the Chinese government may restrict us from participating in the China market or may prevent us from competing effectively with Chinese companies.

Our competitors generally seek to increase silicon capacity, improve yields, and bits per wafer,reduce die size in their product designs which may result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supply of semiconductor memory and storage products also result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memory and storage production. Our competitors may increase capital expenditures or increase capacity at existing or new facilities, resulting in future increases in worldwide supply. We and some of our competitors have plans to ramp, or are constructing or ramping, production at new fabrication facilities. Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, would lead to declines in average selling prices for our products and materiallywould adversely affect our business, results of operations, orand financial condition. ManyIf competitors are more successful at developing or implementing new product or process technology, their products could have cost or performance advantages.

Certain of our high-volume memory and storage products are manufactured to industry standard specifications and, as such, have similar performance characteristics to those of our competitors. For these high-volume products, the principal competitive factors are generally price and performance characteristics including: operating speed, power consumption, reliability, compatibility, size, and form factors. For our other products, the aforementioned performance characteristics generally take precedence over pricing.




Research and Development

Our process technology R&D efforts are focused primarily on development of process technology that enables continuous improvement to cost structures and performance enhancements for our future DRAM and NAND products. We are also focused on developing new fundamentally different memory structures, materials, and packages, which are designed to facilitate our transition to next generation products. Additional process technology R&D efforts focus on the enablement of advanced computing, storage, and mobile memory architectures, the investigation of new opportunities that leverage our core semiconductor expertise, and the development of new manufacturing materials. Product design and development efforts include our high density DDR4 and DDR5 DRAM and LPDRAM products as well as high density and mobile 3D NAND (including TLC and QLC technologies), 3D XPoint memory, SSDs (including firmware and controllers), managed NAND, specialty memory, and other memory technologies and systems.

Our R&D expenses were $1.82 billion, $1.62 billion, and $1.54 billion in 2017, 2016, and 2015, respectively. We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory. Our R&D expenses reflect net reductions of $213 million, $205 million, and $224 million for 2017, 2016, and 2015, respectively, as a result of reimbursements under our cost-sharing arrangements with Intel.

To compete in the semiconductor memory and storage markets, we must continue to develop technologically advanced products and processes. We believe that expansion of our semiconductor product offerings is necessary to meet expected market demand for specific memory and storage products and 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, Italy, Singapore, Taiwan, and other sites in the United States. In 2017, we began ramping operations in an expansion of our R&D facility in Boise.

R&D expenses vary primarily with the number of development wafers processed, the cost of advanced equipment dedicated to new product and process development, and personnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a


product is deemed complete when it is qualified through thorough reviews and tests for performance and reliability. R&D expenses can vary significantly depending on the timing of product qualification.

Our R&D expenses were $2.14 billion, $1.82 billion, and $1.62 billion for 2018, 2017, and 2016, respectively. We share the cost of certain product and process development activities under development agreements with partners, including agreements to jointly develop NAND and 3D XPoint technologies with Intel. These R&D expenses reflect net reductions of $201 million, $213 million, and $205 million for 2018, 2017, and 2016, respectively, as a result of reimbursements under our cost-sharing arrangements with development partners.


Geographic Information

Sales to customers outside the United States totaled $17.56 billion for 2017 and included sales of $10.39 billion in China, $2.54 billion in Taiwan, $1.36 billion in Europe, $1.03 billion in Japan, and $1.81 billion in the rest of the Asia Pacific region. Sales to customers outside the United States totaled $10.47 billion for 2016 and $13.63 billion for 2015. As of August 31, 2017, we had net property, plant, and equipment of $6.52 billion in Taiwan, $5.26 billion in Singapore, $4.25 billion in the United States, $2.83 billion in Japan, $453 million in China, and $118 million in other countries. (SeeSee "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information" and "Item 1A. Risk Factors.Information.")


Patents and Licenses

In recent years, we have beenWe are a recognized as a leader in per capita and quality of patents issued. As of August 31, 201730, 2018, we owned approximately 15,50013,750 active U.S. patents and 5,000 active foreign patents. In addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms expiring through 2037.2038.

From time to time, we sell and/or license our technology to other parties and continue to pursue opportunities to monetize our investment in our intellectual property through partnering and other arrangements. We have also jointly developed memory and storage product and process technology with third parties on a limited basis.

We have a number of patent and intellectual property license agreements and have, from time to time, licensed or sold our intellectual property to third parties. Some of these license agreements require us to make one-time or periodic payments while others have resulted in us receiving payments. We may need to obtain additional licenses or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual property and partnering arrangements. We are unable to predict whether these license agreements can be obtained or renewed on terms acceptable to us.




Employees

As of August 31, 2017,30, 2018, we had approximately 34,10036,000 employees.


Environmental Compliance

We approach environmental stewardship and sustainability proactively to ensure we meet all government regulations regarding raw materials, discharges, emissions, and solid wastes from our manufacturing processes. Our wafer fabrication facilities continued to conform to the requirements of the International Organization for Standardization ("ISO") 14001 environmental management systems standard to ensure we are continuously improving our performance. As part of the ISO 14001 framework, we must meet annual requirements in environmental policy, compliance, planning, management, structure and responsibility, training, communication, document control, operational control, emergency preparedness and response, record keeping, and management review. While we have not experienced any material adverse effects to our operations from environmental regulations, changes in the regulations could necessitate additional capital expenditures, modification of our operations, or other compliance actions.


Directors and Executive Officers of the Registrant

Our executive officers are appointed annually by our Board of Directors (the "Board") and our directors are elected annually by our shareholders. Any directors appointed by the Board to fill vacancies on the Board serve until the next election by our shareholders. All officers and directors serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal.



As of August 31, 2017,30, 2018, the following executive officers and directors were subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.
NameAgePosition
April S. Arnzen46Senior Vice President, Human Resources
Scott J. DeBoer51Executive Vice President, Technology Development
Ernest E. Maddock59Senior Vice President and Chief Financial Officer
Sanjay Mehrotra59President and Chief Executive Officer, Director
Joel L. Poppen53Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary
Sumit Sadana48Executive Vice President and Chief Business Officer
Steven L. Thorsen, Jr.52Senior Vice President, Worldwide Sales
Robert L. Bailey60Director
Richard M. Beyer68Director
Patrick J. Byrne56Director
Mercedes Johnson63Director
Lawrence N. Mondry57Director
Robert E. Switz70Chairman of the Board of Directors
Name Age Officer/ Director Since Position
April S. Arnzen 47 2015 Senior Vice President, Human Resources
Manish Bhatia 46 2018 Executive Vice President, Global Operations
Scott J. DeBoer 52 2007 Executive Vice President, Technology Development
Sanjay Mehrotra 60 2017 President and Chief Executive Officer, Director
Joel L. Poppen 54 2013 Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary
Sumit Sadana 49 2017 Executive Vice President and Chief Business Officer
Steven L. Thorsen, Jr. 53 2012 Senior Vice President, Worldwide Sales
David A. Zinsner 49 2018 Senior Vice President and Chief Financial Officer
Robert L. Bailey 61 2007 Director
Richard M. Beyer 69 2013 Director
Patrick J. Byrne 57 2011 Director
Mercedes Johnson 64 2005 Director
Lawrence N. Mondry 58 2005 Director
Robert E. Switz 71 2006 Chairman of the Board of Directors

April S. Arnzen joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen became an officer in January 2015 and was named Senior Vice President, Human Resources in June 2017. Ms. Arnzen holds a BS in Human Resource Management and Marketing from the University of Idaho.Idaho, and is a graduate of the Stanford Graduate School of Business Executive Program.

Manish Bhatia joined us in October 2017 as our Executive Vice President of Global Operations. From May 2016 to October 2017, Mr. Bhatia served as the Executive Vice President of Silicon Operations at Western Digital Corporation. From March 2010 to May 2016, Mr. Bhatia held several executive roles at SanDisk Corporation including Executive Vice President of Worldwide Operations when it was acquired by Western Digital in May 2016. Mr. Bhatia holds a BS and MS in Mechanical Engineering and an MBA, each from the Massachusetts Institute of Technology.



Scott J. DeBoer joined us in February 1995 and has served in various leadership positions since that time. Dr. DeBoer became an officer in May 2007 and was named Executive Vice President, Technology Development in June 2017. Dr. DeBoer holds a PhD in Electrical Engineering and an MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College.

Ernest E. Maddock joined us as an officer in June 2015 and was named Senior Vice President and Chief Financial Officer in June 2017. From April 2013 until he joined us, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. From October 2008 to April 2013, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Lam Research Corporation after serving as Lam's Vice President of Global Operations from October 2003 to September 2008. Mr. Maddock also served as a member of the Board of Directors for Intersil Corporation from July 2015 to February 2017. Mr. Maddock holds a BS in Industrial Management from the Georgia Institute of Technology and an MBA from Georgia State University.

Sanjay Mehrotra joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra co-founded and leadled SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer from January 2011 to May 2016, and as a member of its Board of Directors from July 2010 to May 2016. Mr. Mehrotra currently serves on the Board of Directors of Cavium, Inc. Mr. Mehrotra served as a member of the Board of Directors for Cavium, Inc. from July 2009 until July 2018 and for Western Digital Corp. from May 2016 to February 2017. Mr. Mehrotra holds a BS and an MS in Electrical Engineering and Computer Science from the University of California, Berkeley and is a graduate of the Stanford Graduate School of Business Executive Program.

Joel L. Poppen joined us in October 1995 and has held various leadership positions since that time. He became an officer in December 2013 andMr. Poppen was named Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary in June 2017. Mr. Poppen holds a BS in Electrical Engineering from the University of Illinois and a JD from the Duke University School of Law.

Sumit Sadana joined us in June 2017 as our Executive Vice President and Chief Business Officer. From April 2010 to May 2016, Mr. Sadana served in various roles at SanDisk Corporation, including most recently as Executive Vice President, Chief Strategy Officer, and General Manager, Enterprise Solutions.Solutions when it was acquired by Western Digital in May 2016. Mr. Sadana currently serves on the Board of Directors of Silicon Laboratories, Inc. Mr. Sadana holds a B.Tech. in Electrical Engineering from the Indian Institute of Technology, Kharagpur, India and an MS in Electrical Engineering from Stanford University.


David A. Zinsner joined us in February 2018 as our Senior Vice President and Chief Financial Officer. From April 2017 to February 2018, Mr. Zinsner served as the President and Chief Operating Officer of Affirmed Networks. From January 2009 to April 2017, Mr. Zinsner served as the Senior Vice President of Finance and Chief Financial Officer of Analog Devices. From July 2005 to January 2009, Mr. Zinsner served as the Senior Vice President and Chief Financial Officer of Intersil Corporation. Mr. Zinsner holds an MBA, Finance and Accounting from Vanderbilt University and a BS in Industrial Management from Carnegie Mellon University.

Steven L. Thorsen, Jr. joined us in September 1988 and has served in various leadership positions since that time. He became an officer in April 2012 andMr. Thorsen was named Senior Vice President, Worldwide Sales in June 2017. Mr. Thorsen holds a BA in Business Administration from Washington State University. On September 20, 2018, Mr. Thorsen announced his intention to retire from Micron in early November 2018. Mr. Thorsen served as our Senior Vice President, Worldwide Sales through September 30, 2018.

Robert L. Bailey has served aswas Chief Executive Officer of Blue Willow Systems, Inc. sincefrom August 2017 and as Blue Willow's Chairman since March 2015.until August 2018. Blue Willow is a software as a service resident safety platform for senior living facilities. Mr. Bailey was the Chairman of the Board of Directors of PMC-Sierra, Inc. from 2005 until May 2011 and also served as PMC's Chairman from February 2000 until February 2003. Mr. Bailey served as a director of PMC from October 1996 to May 2011. He also served as the Chief Executive Officer of PMC from July 1997 until May 2008. Within the past five years, Mr. Bailey also served on the Board of Directors of Entropic Communications. Mr. Bailey holds a BS in Electrical Engineering from the University of Bridgeport and an MBA from the University of Dallas. Mr. Bailey has served on our Board since 2007.

Richard M. Beyer was Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June 2012 and served as a director with Freescale until April 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation from 2002 to 2008. He also has also previously served in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation. Within the past five years, Mr. Beyer served on the Board of Directors of Microsemi Corporation, Analog Devices, Inc., and Freescale. He currently serves on the Board of Directors of Dialog Semiconductor and Microsemi Corporation.Semiconductor. Mr. Beyer served three years as an officer in the United States Marine Corps. He holds a BA and an MA in Russian from Georgetown University and an MBA in Marketing and International Business from Columbia University Graduate School of Business. Mr. Beyer has served on ouris the Chair of the Board since 2013.of Directors' Governance and Sustainability Committee.

Patrick J. Byrne has served as Senior Vice President of Fortive Corporation since July 2016, when Danaher Corporation completed the separation of its Test & Measurement and Industrial Technologies segments. Mr. Byrne was President of Tektronix, a subsidiary of Danaher, from July 2014 to July 2016. Previously, he was Vice President of Strategy and Business Development and Chief Technical Officer of Danaher from November 2012 to July 2014. Danaher designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Mr. Byrne served as Director, President and Chief Executive Officer of Intermec, Inc. from 2007 to May 2012. Within the past five years, Mr. Byrne


served on the Board of Directors of Flow International and Intermec, Inc.International. Mr. Byrne holds a BS in Electrical Engineering from the University of California, Berkeley and an MS in Electrical Engineering from Stanford University. Mr. Byrne has served on our Board since 2011.

Mercedes Johnson was the Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a supplier of analog interface components for communications, industrial, and consumer applications, from December 2005 to August 2008. She also served as the Senior Vice President, Finance of Lam Research Corporation from June 2004 to January 2005 and as Lam's Chief Financial Officer from May 1997 to May 2004. Ms. Johnson holds a degree in Accounting from the University of Buenos Aires and currently serves on the Board of Directors for Juniper Networks, Inc., Teradyne, Inc., and Synopsys, Inc. She also served on the Board of Directors for Intersil Corporation from August 2005 to February 2017. Ms. Johnson is the ChairmanChair of the Board of Directors' Audit Committee and Finance Committee and has served on our Board since 2005.Committee.

Lawrence N. Mondry has been the President and Chief Executive Officer of Stream Gas & Electric, Ltd., a provider of energy, mobile, and protective services, since February 2016. Mr. Mondry was the Chief Executive Officer of Apollo Brands, a consumer products portfolio company, from February 2014 to February 2015. Mr. Mondry was the Chief Executive Officer of Flexi Compras Corporation, a rent-to-own retailer, from June 2013 to February 2014. Mr. Mondry was the President and Chief Executive Officer of CSK Auto Corporation, a specialty retailer of automotive aftermarket parts, from August 2007 to July 2008. Prior to his appointment at CSK, Mr. Mondry served as the Chief Executive Officer of CompUSA Inc. from November 2003 to May 2006. Mr. Mondry is the ChairmanChair of the Board of Directors' Compensation Committee and Governance and Sustainability Committee and has served on our Board since 2005.Committee.

Robert E. Switz was the Chairman, President, and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure products and services, from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Within the past five years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., Broadcom Corporation, Cyan, Inc., Pulse Electronics Corporation, and Leap Wireless International, Inc., and Gigamon, Inc. Mr. Switz currently serves on the Board of Directors for Marvell Technology Group Ltd., Gigamon, Inc., and FireEye, Inc. Mr. Switz holds an MBA from the University of Bridgeport and a BS in Business Administration from Quinnipiac University. Mr. Switz was appointed Chairman of the Board of Directors in 2012 and has served on our Board since 2006.2012.

There are no family relationships between any of our directors or executive officers.




Available Information

Micron, a Delaware corporation, was incorporated in 1978. Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number is (208) 368-4000. Information about us is available at our website, www.micron.com. Also available on our website are our: Corporate Governance Guidelines, Governance and Sustainability Committee Charter, Compensation Committee Charter, Audit Committee Charter, Finance Committee Charter, and Code of Business Conduct and Ethics. Any amendments or waivers of our Code of Business Conduct and Ethics will also be posted on our website within four business days of the amendment or waiver. Copies of these documents are available to shareholders upon request. Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K.

We use our investor relations website http://investors.micron.com as a routine channel for distribution of important information, including news releases, analyst presentations, and financial information. Our filings are available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission, including our annual and quarterly reports on Forms 10-K and 10-Q and current reports on Form 8-K, our proxy statements, and any amendments to those reports or statements. The Securities and Exchange Commission’s ("SEC") website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Materials filed or furnished by us with the SEC are also available at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room is available by calling (800) SEC-0330. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.


Additional Information

Micron, Crucial, Ballistix, any associated logos, and all other Micron trademarks are the property of Micron. 3D XPoint is a trademark of Intel in the United States and/or other countries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the registered or unregistered trademarks of their respective owners.


ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this Form 10-K, the following are important factors, the order of which is not necessarily indicative of the level of risk that each poses to us, which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us. Our operations could also be affected by other factors that are presently unknown to us or not considered significant. Any of the factors below could have a material adverse effect on our business, results of operations, financial condition, or stock price.

We have experienced volatility in average selling prices for our semiconductor memory and storage products which may adversely affect our business.

We have experienced significant volatility in our average selling prices, including dramatic declines, as noted in the table below, and may continue to experience such volatility in the future. In some prior periods, average selling prices for our products have been below our manufacturing costs and we may experience such circumstances in the future. Decreases in average selling prices for our products that decline faster than our costs could have a material adverse effect on our business, results of operations, or financial condition.
 DRAM Trade NAND DRAM Trade NAND
        
 (percentage change in average selling prices) (percentage change in average selling prices)
2018 from 2017 37 % (11)%
2017 from 2016 19 % (9)% 19 % (9)%
2016 from 2015 (35)% (20)% (35)% (20)%
2015 from 2014 (11)% (17)% (11)% (17)%
2014 from 2013 6 % (23)% 6 % (23)%
2013 from 2012 (11)% (18)%

We may be unable to maintain or improve gross margins.

Our gross margins are dependent in part upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes and product designs, including, but not limited to, process line-width, additional 3D memory layers, additional bits per cell (i.e., cell levels), architecture, number of mask layers, number of fabrication steps, and yield. In future periods, we may be unable to reduce our per gigabit manufacturing costs at sufficient levels to maintain or improve gross margins. Factors that may limit our ability to reduce costs include, but are not limited to, strategic product diversification decisions affecting product mix, the increasing complexity of manufacturing processes, difficulties in transitioning to smaller line-width process technologies, 3D memory layers, NAND cell levels, process complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, and new products that may require relatively larger die sizes. Per gigabit manufacturing costs may also be affected by a broader product portfolio, which may have smaller production quantities and shorter product lifecycles. Our inability to maintain or improve gross margins could have a material adverse effect on our business, results of operations, or financial condition.

The semiconductor memory and storage markets are highly competitive.

We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Samsung Electronics Co., Ltd.; SK Hynix Inc.; Toshiba Memory Corporation; and Western Digital Corporation. Some of our competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation of industry competitors could put us at a competitive disadvantage. In addition, some governments such as China, have provided, and may continue to provide, significant assistance, financial assistanceor otherwise, to some of our competitors or to new entrants. entrants and may intervene in support of national industries and/or competitors. In particular, we face the threat of increasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities that is intended to advance China's stated national policy objectives. In addition, the Chinese government may restrict us from participating in the China market or may prevent us from competing effectively with Chinese companies.

Our competitors generally seek to increase silicon capacity, improve yields, and reduce die size in their product designs which may result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supply of semiconductor memory and storage also result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memory and storage production. Our competitors may increase capital expenditures resulting in future increases in worldwide supply. We and some


of our competitors have plans to ramp, or are constructing or ramping, production at new fabrication facilities. Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, would lead to further declines in average selling prices for our products and would materially adversely affect our business, results of operations, or financial condition. If competitors are more successful at developing or implementing new product or process technology, their products could have


cost or performance advantages.

The competitive nature of our industry could have a material adverse effect on our business, results of operations, or financial condition.

Debt obligations could adversely affect our financial condition.

In recent periods, our debt levels have increased due to the capital intensive nature of our business, business acquisitions, and the restructuring of our capital structure. As of August 31, 2017, we had debt with a carrying value of $11.13 billion. In addition, the conversion value in excess of principal of our convertible notes, as of August 31, 2017 was $1.91 billion, based on the trading price of our common stock of $31.97 as of August 31, 2017. In 2017, 2016, and 2015 we paid $1.63 billion, $94 million, and $1.43 billion, respectively, to repurchase and settle notes with principal amounts of $1.55 billion, $57 million, and $489 million, respectively. As of August 31, 2017, we had a revolving credit facility that provided for additional borrowings of up to $750 million based on eligible receivables. Events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize this revolving credit facility. We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and restructuring of our capital structure.

Our debt obligations could adversely impact us. For example, these obligations could:

require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
require us to use cash and/or issue shares of our common stock to settle any conversion obligations of our convertible notes;
result in certain of our debt instruments being accelerated to be immediately due and payable or being deemed to be in default if certain terms of default are triggered, such as applicable cross payment default and/or cross-acceleration provisions;
result in all obligations owing under the 2021 MSTW Term Loan being accelerated to be immediately due and payable if MSTW fails to comply with certain covenants, including financial covenants;
increase the interest rate under the 2021 MSTW Term Loan if we or MSTW fails to maintain certain financial covenants;
adversely impact our credit rating, which could increase future borrowing costs;
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporate requirements;
restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;
increase our vulnerability to adverse economic and semiconductor memory and storage industry conditions;
increase our exposure to interest rate risk from variable rate indebtedness;
continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; and
require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.

Our ability to meet our payment obligations under our debt instruments depends on our ability to generate significant cash flows in the future. This, to some extent, is subject to market, economic, financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. If we are unable to generate sufficient cash flows to service our debt payment obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results of operations, or financial condition.

We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, and make adequate capital investments.

Our cash flows from operations depend primarily on the volume of semiconductor memory and storage products sold, average selling prices, and manufacturing costs. To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology. We estimate that net cash expenditures in 20182019 for property, plant, and equipment will be approximately $7.5$10.5 billion plus or minus 5 percent,5%, which reflects the offset of amounts we expect to be funded by our partners. Investments in capital expenditures, offset bynet of amounts funded by our partners, were $5.13$8.20 billion for 2017. As of August 31, 2017, we had cash and marketable investments of $6.05 billion. As of August 31,


2017, $1.29 billion of cash and marketable investments, including substantially all of the cash held by the MMJ Group, MSTW, and MTTW, was held by foreign subsidiaries whose earnings were considered to be indefinitely reinvested and repatriation of these funds to the United States would subject these funds to U.S. federal income taxes. In addition, cash of $87 million held by IMFT was generally not available to finance our other operations.

The 2021 MSTW Term Loan contains covenants that limit or restrict MSTW's ability to create liens in or dispose of collateral securing obligations under the 2021 MSTW Term Loan, mergers involving MSTW and/or MTTW, loans or guarantees to third parties by MTTW and/or MSTW, and MSTW's and/or MTTW's distribution of cash dividends. As a result, the assets of MSTW and/or MTTW are not available for use by us in our other operations.2018.

As a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings are continuing, MMJ is prohibited from paying dividends, including any cash dividends, to us and such proceedings require that excess earnings be used in MMJ's business or to fund the MMJ creditor payments. In addition, pursuant to an order of the JapanTokyo District Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to us without the consent of the JapanTokyo District Court and may, under certain circumstances, be subject to approval of the legal trustee. As a result, the assets of MMJ are not available for use by us in our other operations. Furthermore, certain uses of the assets of MMJ, including certain capital expenditures of MMJ, and MMT or further investments in MMT, may require consent of MMJ's trustees and/or the JapanTokyo District Court.

In the past we have utilized external sources of financing when needed. As a result of our debt levels, expected debt amortization, and general economic conditions, it may be difficult for us to obtain financing on terms acceptable to us. There can be no assurance that we will be able to generate sufficient cash flows, use cash held by MMJ to fund its capital expenditures, access capital markets or find other sources of financing to fund our operations, make debt payments, and make adequate capital investments to remain competitive in terms of technology development and cost efficiency. Our inability to do any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition.

Our future success depends on our ability to develop and produce competitive new memory and storage technologies.

Our key semiconductor memory and storage products and technologies face technological barriers to continue to meet long-term customer needs. These barriers include potential limitations on stacking additional 3D memory layers, additionalincreasing bits per cell (i.e., cell levels), the ability to shrink products in order to reduce costs, meetmeeting higher density requirements, and improveimproving power consumption and reliability. To meet these requirements, weWe may face technological barriers to continue to shrink our products at our current or historical rate, which has generally reduced per-unit cost. We have invested and expect thatto continue to invest in R&D for new memory technologies willand existing products, which involves significant risk and uncertainties. We may be developed byunable to recover our investment in R&D or otherwise realize the semiconductoreconomic benefits of reducing die size or increasing memory and storage industry.densities. Our competitors are working to develop new memory and storage technologies that may offer performance andand/or cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future success may depend on our ability to develop and produce viable and competitive new memory and storage technologies. There can be no assurance of the following:

that we will be successful in developing competitive new semiconductor memory and storage technologies;
that we will be able to cost-effectively manufacture new products;
that we will be able to successfully market these technologies; and
that margins generated from sales of these products will allow us to recover costs of development efforts.

We develop and produce advanced memory technologies, including 3D XPoint memory, which is a new class of non-volatile technology. There is no assurance that our efforts to develop and market this new product technologytechnologies will be successful. Our unsuccessfulUnsuccessful efforts to develop new semiconductor memory and storage technologies could have a material adverse effect on our business, results of operations, or financial condition.



New product and market development may be unsuccessful.

We are developing new products, including system-level memory and storage products and solutions, which complement our traditional products or leverage their underlying design or process technology. We have made significant investments in product and process technology and anticipate expending significant resources for new semiconductor product and system-level solution development over the next several years. Additionally, we are increasingly differentiating our products and solutions to meet the specific demands of our customers, which increases our reliance on our customer's ability to accurately forecast the end-customer's needs and preferences. As a result, our product demand forecasts may be impacted significantly by the strategic actions of our customers. In order to continue our success, we must develop, manufacture, and qualify the products our customers need at the time they need those products. The process to develop new products requires us to demonstrate advanced functionality and performance, often well in advance of a planned ramp of production, in order to secure design wins with our customers. In addition, some of our components have long lead-times, requiring us to place orders several months in advance of anticipated demand. Such long lead-times increase the risk of excess inventory or loss of sales in the event our forecasts vary substantially from actual demand. There can be no assurance of the following:

that our product development efforts will be successful;
that we will be able to cost-effectively manufacture new products;
that we will be able to successfully market these products;



that we will be able to qualifyestablish or maintain key relationships with customers with specific chip set or design requirements;
that we will be able to introduce new products into the market and qualify them with our customers on a timely basis; or
that margins generated from sales of these products will allow us to recover costs of development efforts.

Our unsuccessful efforts to develop new products and solutions could have a material adverse effect on our business, results of operations, or financial condition.

Our joint ventures and strategic relationships involve numerous risks.

We have entered into strategic relationships, including our joint development partnership and our IMFT joint venture with Intel, to manufacture products and develop new manufacturing process technologies and products and to manufacture certain products. These joint ventures and strategic relationships are subject to various risks that could adversely affect the value of our investments and our results of operations. These risks includeoperations, including the following:

diverging interests between us and our interests could divergepartners and disagreements on the following:
ongoing or future development, manufacturing, or operational activities;
the amount, timing, or nature of further investments; and
commercial terms in our joint ventures or strategic relationships;
competition from our partners' interests or we may not be able to agree withpartners;
access by our partners on ongoing manufacturingto our proprietary product and operational activities, or on the amount, timing, or nature of further investments in our joint ventures;process technology which they may use;
our joint venture partners' products may compete with our products;
we may experience difficulties in transferring technology to joint ventures;
we may experience difficulties and delays in ramping production at joint ventures;
ourlimited control over the operations of our joint ventures is limited;ventures;
due to financial constraints,inability of our joint venture partners may be unable to meet their commitments to us or our joint ventures;
differences in participation on funding capital investments in our joint ventures and may pose credit risks for our transactions with them;
due to differing business models or long-term business goals, we and our partners may not participate to the same extent on funding capital investments in our joint ventures;goals;
inadequate cash flows may be inadequate to fund increased capital requirements of our joint ventures;
we may experience difficulties or delays in collecting amounts due to us from our joint ventures and partners;
disputes with partners regarding the terms of our partnering arrangements may turn out to beor that terms of such arrangements are unfavorable; and
changes in tax, legal, or regulatory requirements maythat necessitate changes in the agreements with our partners.

Our joint ventures and strategic relationships, if unsuccessful, could have a material adverse effect on our business, results of operations, or financial condition.

A significant concentration of our net sales areis to a select number of customers.

In each of the last three years, approximately one-half of our total net sales were to our top ten customers. A disruption in our relationship with any of these customers could adversely affect our business. We could experience fluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve. In addition, any consolidation of our


customers could reduce the number of customers to whom our products could be sold. Our inability to meet our customers' requirements or to qualify our products with them could adversely impact our sales. The loss of one or more of our major customers or any significant reduction in orders from, or a shift in product mix by, these customers could have a material adverse effect on our business, results of operations, or financial condition.

Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop and qualify our system solutions.

Our development of system-level memory and storage products is dependent, in part, upon successfully identifying and meeting our customers' specifications offor those products. Developing and manufacturing system-level products with specifications unique to a customer increases our reliance upon that customer for purchasing our products in sufficient volume, quantity, and in a timely manner. If we fail to identify or develop products on a timely basis, or at all, that comply with our customers' specifications or achieve design wins with our customers, we may experience a significant adverse impact on our sales and margins. Even if our products meet customer specifications, our sales of system-level solutions are dependent upon our customers choosing our products over those of our competitors and purchasing our products at sufficient volumes and prices. Our competitors' products may be less costly, provide better performance, or include additional features when compared to our products. Our long-term ability to sell system-level memory and storage products is reliant upon our customer'scustomers' ability to create, market, and sell their products containing our system-level solutions at sufficient volumes and prices in a timely manner. If we fail to successfully develop and market system-level products, our business, results of operations, or financial condition may be materially adversely affected.



Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable to generate sufficient profit if our per-unit manufacturing costs exceed our per-unit selling prices. Manufacturing system-level solutions to customer specifications requires a longer development cycle, as compared to discreetdiscrete products, to design, test, and qualify, which may increase our costs. Additionally, some of our system solutions are increasingly dependent on sophisticated firmware that may require significant customization to meet customer specifications, which increases our costs and time to market. Additionally, we may need to update our firmware or develop new firmware as a result of new product introductions or changes in customer specifications and/or industry standards, which increases our costs. System complexities and extended warranties for system-level products could also increase our warranty costs. Our failure to cost-effectively manufacture system-level solutions and/or firmware in a timely manner, may result in reduced demand for our system-level products, and could have a material adverse effect on our business, results of operations, or financial condition.

Products that fail to meet specifications, are defective, or that are otherwise incompatible with end uses could impose significant costs on us.

Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects or that are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely affect our business, results of operations, or financial condition. From time to time, we experience problems with nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further diversified and expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application. As a result, we could be adversely affected in several ways, including the following:

we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products;
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and
we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our relationships with existing or potential customers.

Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition.

Debt obligations could adversely affect our financial condition.

We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and restructuring of our capital structure. As of August 30, 2018, we had debt with a carrying value of $4.64 billion and may borrow up to an additional $2.00 billion under an undrawn revolving credit facility. In addition, as of August 30, 2018, the conversion value in excess of principal of our convertible notes was $1.85 billion, based on the trading price of our common stock of $52.76 per share on such date.



Our debt obligations could adversely impact us. For example, these obligations could:

require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
require us to use cash and/or issue shares of our common stock to settle any conversion obligations of our convertible notes;
result in certain of our debt instruments being accelerated to be immediately due and payable or being deemed to be in default if certain terms of default are triggered, such as applicable cross payment default and/or cross-acceleration provisions;
adversely impact our credit rating, which could increase future borrowing costs;
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporate requirements;
restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;
increase our vulnerability to adverse economic and semiconductor memory and storage industry conditions;
increase our exposure to interest rate risk from variable rate indebtedness;
continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; and
require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.

Our ability to meet our payment obligations under our debt instruments depends on our ability to generate significant cash flows in the future. This, to some extent, is subject to market, economic, financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize our revolving credit facility. If we are unable to generate sufficient cash flows to service our debt payment obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results of operations, or financial condition.

We may be unable to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property.

We maintain a system of controls over our intellectual property, including U.S. and foreign patents, trademarks, copyrights, trade secret laws,secrets, licensing arrangements, confidentiality procedures, non-disclosure agreements with employees, consultants, and vendors, and a general system of internal controls. Despite our system of controls over our intellectual property, it may be possible for our current or future competitors to obtain, copy, use, or disclose, illegally or otherwise, our product and process technology.technology or other proprietary information. The laws of some foreign countries may not protect our intellectual property to the same degree as do U.S. laws and our confidentiality, non-disclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce.

Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop, and retain highly skilled employees. Global competition for such skilled employees in our industry is intense. Due to the volatile nature of our industry and our operating results, a decline in our operating results and/or stock price may adversely affect our ability to retain key employees whose compensation is dependent, in part, upon the market price of our common stock, achieving certain performance metrics, levels of company profitability, or other financial or company-wide performance. If our competitors or future entrants into our industry are successful in hiring our employees, they may directly benefit from the knowledge these employees gained while they were under our employment.

Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property could have a material adverse effect on our business, results of operations, or financial condition.

A determination

Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others, or entering into afailure to obtain or renew license agreementagreements covering such intellectual 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 upon, misappropriate, misuse, or otherwise violate their intellectual property rights. We are unable to predict the outcome of these assertions of infringement made against us. A determination that our productsAny of these types of claims, regardless of the merits, could subject us to significant costs to defend or manufacturingresolve such claims and may consume a substantial portion of management's time and attention. As a result of these claims, we may be required to:


pay significant monetary damages, fines, royalties, or penalties;
processes infringe upon the intellectual property rights of others,enter into license or entering a license agreementsettlement agreements covering such intellectual property could result in significant liability and/or require us to rights;
make material changes to or redesign our products and/or manufacturing processes.processes; and/or
cease manufacturing, having made, selling, offering for sale, importing, marketing, or using products and/or manufacturing processes in certain jurisdictions.

We may not be able to take any of the actions described above on commercially reasonable terms and any of the foregoing results could have a material adverse effect on our business, results of operations, or financial condition. (See "Part II Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.")

We have a number of intellectual property license agreements. Some of these license agreements require us to make one-time or periodic payments. We may need to obtain additional licenses or renew existing license agreements in the future. We are unable to predict whether these license agreements can be obtained or renewed on terms acceptable to us. Any of the foregoing resultsThe failure to obtain or renew licenses as necessary could have a material adverse effect on our business, results of operations, or financial condition.

We have been served with complaints in Chinese courts alleging patent infringement.

We have been served with complaints in Chinese courts alleging that we infringe certain Chinese patents by manufacturing and selling certain products in China. The complaints seek orders requiring us to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages plus court fees.

We are unable to predict the outcome of these assertions of infringement made against us and therefore cannot estimate the range of possible loss. A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our operations in China, products, and/or manufacturing processes. Any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.")

Litigation could have a material adverse effect on our business, results of operations, or financial condition.

From time to time we are subject to various legal proceedings and claims that arise out of the ordinary conduct of our business or otherwise, both domestically and internationally. Any claim, with or without merit, could result in significant legal fees that could negatively impact our financial results, disrupt our operations, and require significant attention from our management. We could be subject to litigation or arbitration disputes arising from our relationships with vendors or customers, supply agreements, or contractual obligations with our subcontractors or business partners. We may also be associated with and subject to litigation arising from the actions of our subcontractors or business partners. We may also be subject to litigation as a result of indemnities we issue, primarily with our customers, the terms of our product warranties, and from product liability claims. As we continue to focus on developing system solutions with manufacturers of consumer products, including autonomous driving, augmented reality, and others, we may be exposed to greater potential for personal liability claims against us as a result of consumers' use of those products. There can be no assurance that we are adequately insured to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters. Exposures to various litigation could lead to significant costs and expenses as we defend claims, are required to pay damage awards, or enter into settlement agreements, any of which could have a material adverse effect on our business, results of operations, or financial condition.



If our manufacturing process is disrupted, our business, results of operations, or financial condition could be materially adversely affected.

We and our subcontractors manufacture products using highly complex processes that require technologically advanced equipment and continuous modification to improve yields and performance. Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturing costs. We and our subcontractors maintain operations and continuously implement new product and process technology at our manufacturing operations,facilities, which are widely dispersed in multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China. Additionally, our control over operations at IMFT is limited by our agreements with Intel. From time to time, wethere have experiencedbeen disruptions in ourthe manufacturing process as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components, equipment failures, earthquakes, or other environmental events. If production at a fabrication facility is disrupted for any reason, manufacturing yields may be adversely affected or we may be unable to meet our customers' requirements and they may purchase products from other suppliers. This could result in a significant increase in manufacturing costs, loss of revenues, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or financial condition.

Increases in tariffs or other trade restrictions or taxes on our products or equipment and supplies could have an adverse impact on our operations.

In 2018, 88% of our sales were to customers located outside the United States. We also purchase a significant portion of equipment and supplies from suppliers outside the United States. Additionally, a significant portion of our facilities are located outside the United States, including Taiwan, Singapore, Japan, and China. The United States and other countries have levied tariffs and taxes on certain goods. General trade tensions between the U.S. and China have been escalating in 2018, with three rounds of U.S. tariffs on Chinese goods taking effect in July, August, and September 2018, each followed by a round of retaliatory Chinese tariffs on U.S. goods. Some of our products are included in these announced tariffs. Higher duties on existing tariffs and further rounds of tariffs have been announced or threatened by U.S. and Chinese leaders. If the U.S. were to impose additional tariffs on components that we or our suppliers source from China, our cost for such components would increase. We may also incur increases in manufacturing costs due to our efforts to mitigate the impact of tariffs on our customers and our operations. Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial conditions.

We must attract, retain, and motivate highly skilled employees.

To remain competitive, we must attract, retain, and motivate executives and other highly skilled employees. Hiring and retaining qualified executives, engineers, technical staff, and sales representatives are critical to our business, and competition for experienced employees in our industry can be intense. Our inability to attract and retain key employees may inhibit our ability to expand our business operations. Additionally, changes to immigration policies in the numerous countries in which we operate, including the United States, may limit our ability to hire and/or retain talent in specific locations. If our total compensation programs and workplace culture cease to be viewed as competitive, our ability to attract, retain, and motivate employees could be weakened, which could have a material adverse effect on our business, results of operations, or financial condition.

The acquisition of our ownership interest in Inotera from Qimonda has been challenged by the administrator of the insolvency proceedings for Qimonda.

On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron and Micron Semiconductor B.V., our Netherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The complaint seeks to void, under Section 133 of the German Insolvency Act, a share purchase agreement between Micron B.V. and Qimonda signed in fall 2008, pursuant to which Micron B.V. purchased substantially all of Qimonda's shares of Inotera (the "Inotera Shares"), representing approximately 18% of Inotera's outstanding shares as of August 30, 2018, and seeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement.



Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose the benefits derived by it from ownership of the Inotera Shares, including in particular, any profits distributed on the Inotera Shares and all other benefits; (4) denying Qimonda’s claims against Micron for any damages relating to the joint venture relationship with Inotera; and (5) determining that Qimonda's obligations under the patent cross-license agreement are canceled. In addition, the Court issued interlocutory judgments ordering, among other things: (1) that Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. from ownership of the Inotera Shares. The interlocutory judgments have no immediate, enforceable effect on us, and, accordingly, we expect to be able to continue to operate with full control of the Inotera Shares subject to further developments in the case. We have filed a notice of appeal, and the parties have submitted briefs to the appeals court.

We are unable to predict the outcome of the matter and, therefore, cannot estimate the range of possible loss. The final resolution of this lawsuit could result in the loss of the Inotera Shares or monetary damages, unspecified damages based on the benefits derived by Micron B.V. from the ownership of the Inotera Shares, and/or the termination of the patent cross-license, which could have a material adverse effect on our business, results of operations, or financial condition.



We may incur additional restructuring charges in future periods.

In separate transactions in 2017, we sold our assembly and test facility located in Akita, Japan and our 40% ownership interest in Tera Probe; assets associated with our 200mm fabrication facility in Singapore; and assets related to our Lexar brand. In 2016, we initiated a restructure plan in response to business conditions and the need to accelerate focus on our key priorities. The plan included the elimination of certain projects and programs, the permanent closure of a number of open headcount requisitions, workforce reductions in certain areas of our business, and other non-headcount related spending reductions. As a result of these and other actions, we incurred charges of $18 million, $67 million, and $3 million in 2017, 2016, and 2015, respectively.

We may not realize expected savings or other benefits from our restructure activities and may incur additional restructure charges or other losses in future periods associated with other initiatives. In connection with any restructure initiatives, we could incur restructure charges, loss of production output, loss of key personnel, disruptions in our operations, and difficulties in the timely delivery of products, which could have a material adverse effect on our business, results of operations, or financial condition.

Breaches of our security systems could expose us to losses.

We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store, and transmit large amounts of data relating to our customers and employees, including sensitive personal information. Unauthorized persons or employees may gain access to our facilities or network systems to steal trade secrets or other proprietary information, compromise confidential information, create system disruptions, or cause shutdowns. These parties may also be able to develop and deploy viruses, worms, and other malicious software programs that disrupt our operations and create security vulnerabilities. Breaches of our physical security and attacks on our network systems could result in significant losses and damage our reputation with customers and suppliers and may expose us to litigation if the confidential information of our customers, suppliers, or employees is compromised, which could have a material adverse effect on our business, results of operations, or financial condition.

Changes in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial condition.

Across our global operations, significant transactions and balances are denominated in currencies other than the U.S. dollar (our reporting currency), primarily the euro, Singapore dollar, New Taiwan dollar, and yen. We recorded net losses from changes in currency exchange rates of $74 million for 2017, $24 million for 2016, and $27 million for 2015. Based on our foreign currency balances of monetary assets and liabilities, as of August 31, 2017, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $391 million. Although we hedge our primary exposures to changes in currency exchange rates from our monetary assets and liabilities, the effectiveness of these hedges is dependent upon our ability to accurately forecast our monetary assets and liabilities. In addition, a significant portion of our manufacturing costs are denominated in foreign currencies. Exchange rates for some of these currencies against the U.S. dollar, particularly the yen, have been volatile in recent periods. If these currencies strengthen against the U.S. dollar, our manufacturing costs could significantly increase. Exchange rates for the U.S. dollar that adversely change against our foreign currency exposures could have a material adverse effect on our business, results of operations, or financial condition.

We may make future acquisitions and/or alliances, which involve numerous risks.

Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements, involve numerous risks, including the following:

integrating the operations, technologies, and products of acquired or newly formed entities into our operations;
increasing capital expenditures to upgrade and maintain facilities;
increased debt levels;
the assumption of unknown or underestimated liabilities;
the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D expenditures, and other business activities;
diverting management's attention from daily operations;
managing larger or more complex operations and facilities and employees in separate and diverse geographic areas;
hiring and retaining key employees;


requirements imposed by governmental authorities in connection with the regulatory review of a transaction, which may include, among other things, divestitures or restrictions on the conduct of our business or the acquired business;
inability to realize synergies or other expected benefits;
failure to maintain customer, vendor, and other relationships;
inadequacy or ineffectiveness of an acquired company's internal financial controls, disclosure controls and procedures, compliance programs, and/or environmental, health and safety, anti-corruption, human resource, or other policies or practices; and
impairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions, technological advancements, or worse-than-expected performance of the acquired business.

In previous years, supply of memory and storage products has significantly exceeded customer demand resulting in significant declines in average selling prices for DRAM and NAND.prices. The global memory and storage industry has experienced consolidation and may continue to consolidate. We engage, from time to time, in discussions regarding potential acquisitions and similar opportunities. To the extent we are successful in completing any such transactions, we could be subject to some or all of the risks described above, including the risks pertaining to funding, assumption of liabilities, integration challenges, and increases in debt that may accompany such transactions. Acquisitions of, or alliances with, technology companies are inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial condition.

The limited availability of raw materials, supplies, or capital equipment could materially adversely affect ourOur business, results of operations, or financial condition.condition could be adversely affected by the limited availability and quality of materials, supplies, and capital equipment, or the dependency on third-party service providers.

Our supply chain and operations require raware dependent on the availability of materials and in certain cases, third party services, that meet exacting standards.standards and the use of third parties to provide us with components and services. We generally have multiple sources of supply for our raw materials and services. However, only a limited number of suppliers are capable of delivering certain raw materials and services that meet our standards. Instandards and, in some cases, materials, components, or services are provided by a single supplier. Various factors could reduce the availability of raw materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks. Shortages or increases in lead times may occur from time to time in the future. Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers used in a number of our products and with outsourced semiconductor assembly and test providers, contract manufacturers, logistic carriers, and other service providers. Certain raw materials are primarily available in certain countries, including rare earth minerals available primarily from China, and trade disputes or other political or economic conditions may limit our availability to obtain such raw materials. We and/or our suppliers and service providers could be affected by tariffs, embargoes or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, and responsible sourcing practices, which could increase the cost and limit the supply of our raw materials.materials and/or increase the cost. In addition, disruptions in transportation lines could delay our receipt of raw materials. Lead times for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials, orcomponents, services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition.

Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables the transition to lower cost manufacturing processes. For certain key types of equipment, including photolithography tools, we are sometimes dependent on a single supplier. From time to time, we have experienced difficulties in obtaining some equipment on a timely basis due to suppliers' limited capacity. Our inability to obtain equipment on a timely basis could adversely affect our ability to transition to next generation manufacturing processes and reduce our costs. Delays in obtaining equipment could also impede our ability to ramp production at new facilities and could increase our overall costs of a ramp. Our inability to obtain advanced semiconductor manufacturing equipment in a timely manner could have a material adverse effect on our business, results of operations, or financial condition.

A downturn in the worldwide economy may harm our business.

Downturns in the worldwide economy have harmed our business in the past and future downturns could also adversely affect our business. Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, mobile devices, SSDs, and servers. Reduced demand for these products could result in significant decreases in our average selling prices and product sales. A deterioration of current conditions in worldwide credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures. In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivables due to credit defaults. As a result, a downturn in the worldwide economy could have a material adverse effect on our business, results of operations, or financial condition.



Our results of operations could be affected by natural disasters and other events in the locations in which we or our customers or suppliers operate.

We have manufacturing and other operations in locations subject to natural occurrences such as severe weather and geological events, such asincluding earthquakes or tsunamis, that could disrupt operations.operations or result in construction delays. In addition, our suppliers and customers also have operations in such locations. A natural disaster, fire, explosion, or other event that results in a prolonged disruption to our


operations, or the operations of our customers or suppliers, could have a material adverse effect on our business, results of operations, or financial condition.

The operations of MMJOur incentives from various governments are conditional upon achieving or maintaining certain performance obligations and are subject to continued oversight byreduction, termination, or clawback.

We have received, and may in the Japan Court during the pendencyfuture continue to receive, benefits and incentives from national, state, and local governments in various regions of the corporate reorganization proceedings.

Because MMJ's planworld designed to encourage us to establish, maintain, or increase investment, workforce, or production in those regions. These incentives may take various forms, including grants, loan subsidies, and tax arrangements, and typically require us to perform or maintain certain levels of reorganization providesinvestment, capital spending, employment, technology deployment, or research and development activities to qualify for ongoing paymentssuch incentives. We cannot guarantee that we will successfully achieve performance obligations required to creditors followingqualify for these incentives or that the closing ofgranting agencies will provide such funding. These incentive arrangements typically provide the granting agencies with rights to audit our acquisition of MMJ, the reorganization proceedings in Japan (the "Japan Proceedings") are continuing and MMJ remains subject to the oversight of the Japan Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the Japan Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings. The business trustee is responsible for overseeing the operation of the business of MMJ, other than oversight in relation to acts that need to be carried out in connectionperformance with the Japan Proceedings, which are the responsibility of the legal trustee. MMJ's reorganization proceedingsterms and obligations. Such audits could result in Japan, and oversight of the Japan Court, will continue until the final creditor payment is made under MMJ's plan of reorganization, which is scheduledmodifications to, occur in December 2019, but may occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ may petition the Japan Court for an earlyor termination of, the reorganization proceedings once two-thirdsapplicable incentive program. The incentives we receive could be subject to reduction, termination, or clawback, and any decrease or clawback of all payments under the plan of reorganization are made. Although such early terminations are customarily granted, there can be no assurance that the Japan Court will grant any such petition in this particular case.

During the pendency of the reorganization proceedings in Japan, MMJ is 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 its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The consent of the legal trustee may also be required for matters that would likelygovernment incentives could have a material impactadverse effect on our business, results of operations, or financial condition.

A change in tax laws in key jurisdictions could materially increase our tax expense.

We are subject to income taxes in the U.S. and many foreign jurisdictions. Changes to income tax laws and regulations in any of the jurisdictions in which we operate, or in the interpretation of such laws, could significantly increase our effective tax rate and ultimately reduce our cash flow from operating activities and otherwise have a material adverse effect on our financial condition. For example, as a result of the Tax Cuts and Jobs Act (the "Tax Act") enacted on December 22, 2017 by the United States, our effective tax rate may increase to the low teens percentage in 2019, depending on the operations or assetsamount and geographic mix of MMJ or for transfersour taxable income. Additionally, various levels of material assets,government are increasingly focused on tax reform and other legislative action to increase tax revenue. Further changes in the extent the matters or transfers would reasonably be expected to materially and adversely affect executiontax laws of MMJ's plan of reorganization. Accordingly, during the pendencyforeign jurisdictions could arise as a result of the reorganization proceedings in Japan, our ability to operate MMJ as part of our global business or to cause MMJ to take certain actions that we deem advisable for its business could be adversely affected if the Japan Court or the legal trustee is unwilling to consent to various actions that we may wish to take with respect to MMJ.

The operations of MMJ being subject to the continued oversightbase erosion and profit shifting project undertaken by the Japan Court during the pendencyOrganization for Economic Co-operation and Development, which represents a coalition of the corporate reorganization proceedingsmember countries and recommended changes to numerous long-standing tax principles. If adopted by countries, such changes, as well as changes in U.S. federal and state tax laws or in taxing jurisdictions' administrative interpretations, decisions, policies, and positions, could have a material adverse effect on our business, results of operations, or financial condition.

We may incur additional tax expense or become subject to additional tax exposure.

We operate in a number of locations outside the United States, including Singapore, where we have tax incentive arrangements that are conditional, in part, upon meeting certain business operations and employment thresholds. Our domestic and international taxes are dependent upon the geographic mix of our earnings among these jurisdictions. Our provision for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including challenges by tax authorities to our tax positions and intercompany transfer pricing agreements, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities, failure to meet performance obligations with respect to tax incentive agreements, and changes in tax laws and regulations. WeAdditionally, we file income tax returns with the U.S. federal government, various U.S. states, and various other jurisdictions throughout the world. Our U.S. federalworld and statecertain tax returns may remain open to examination for 2013 through 2017. In addition, tax returns that remain open to examination in Japan range from the years 2011 to 2017 and in Singapore and Taiwan from 2012 to 2017.several years. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and cash tax liability. The foregoing items could have a material adverse effect on our business, results of operations, or financial condition.

We may not utilize all of our net deferred tax assets.incur additional restructuring charges in future periods.

From time to time, we have, and may in the future, enter into restructure initiatives in order to, among other items, streamline our operations, respond to changes in business conditions, our markets or product offerings, or to centralize certain key functions. We have substantial deferred tax assets, which include, among others, net operating loss and credit carryforwards. As of August 31, 2017, our U.S. federal and state net operating loss carryforwards, including uncertain taxmay not realize expected savings or other benefits were $3.88 billion and $1.95 billion, respectively, which, if not utilized, will expire at various dates from 2028 through 2037 and 2018 through 2037, respectively. As of August 31, 2017, our foreign net operating loss carryforwards were $6.30 billion, which will, if not utilized, substantially all expire at various dates from 2019 through 2026. As of August 31, 2017, we had gross deferred tax assets of $3.78 billion and valuation allowances of $2.32 billion against our deferred tax assets. If we repatriate earnings from our subsidiaries whose earnings are deemed to be indefinitely reinvested, a portionrestructure activities and may incur additional restructure charges or other losses in future periods associated with other initiatives. In connection with any restructure initiatives, we could incur restructure charges, loss of production output, loss of key personnel, disruptions in our net operating losses would be utilized. Utilization of all of our net operating loss and credit carryforwards would increase the amount of our annual cash taxesoperations,


reducing the overall amount of cash available to be used in other areas of the business and could have a material adverse effect on our business, results of operations, or financial condition.

A change in ownership may limit our ability to utilize our net operating loss carryforwards.

On January 18, 2017, our shareholders approved a Section 382 Rights Agreement (the "Rights Agreement"), under which our shareholders of record as of the close of business on August 1, 2016 received one right for each share of common stock outstanding, which entitles certain shareholders to purchase additional shares of our common stock at a significant discountdifficulties in the eventtimely delivery of certain transactions that may result in an ownership change, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur when the percentage of our ownership by one or more 5% shareholders has increased by more than 50% at any time during the prior three years. Rights will attach to all shares of the Company’s common stock issued prior to the earlier of the rights' distribution date or expiration date as set forth in the Rights Agreement. Pursuant to the Rights Agreement, if a shareholder (or group) acquires beneficial ownership of 4.99% or more of the outstanding shares of our common stock without prior approval of our Board or without meeting certain customary exceptions, the rights (other than rights held by the acquiring shareholder (or group) and certain related persons) would become exercisable. The Rights Agreement is intended to avoid an adverse ownership change, thereby preserving our current ability to utilize certain net operating loss and credit carryforwards; however, there is no assurance that the Rights Agreement will prevent all transfers that could result in such an ownership change.

If we experience a 50% or greater change in ownership involving shareholders owning 5% or more of our common stock, it could adversely impact our ability to utilize our existing net operating loss and credit carryforwards. The inability to utilize existing net operating loss and credit carryforwards would significantly increase the amount of our annual cash taxes and reduce the overall amount of cash available to be used in other areas of the businessproducts, which could have a material adverse effect on our business, results of operations, or financial condition.

We face risks associated with our international sales and operations that could materially adversely affect our business, results of operations, or financial condition.

A substantial majority of our consolidated net sales are to customers outside the United States. 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, Japan, and China. Our international sales and operations are subject to a variety of risks, including:

export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds;
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, export and import laws, and similar rules and regulations;
theft of intellectual property;
political and economic instability;
problems with the transportation or delivery of products;
issues arising from cultural or language differences and labor unrest;
longer payment cycles and greater difficulty in collecting accounts receivable;
compliance with trade, technical standards, and other laws in a variety of jurisdictions;
contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
disruptions to manufacturing operations as a result of actions imposed by foreign governments;
changes in economic policies of foreign governments; and
difficulties in staffing and managing international operations.

Many of our customers, suppliers, and vendors operate internationally and are also subject to the foregoing risks. If we or our customers, suppliers, or vendors are impacted by these risks, it could have a material adverse effect on our business, results of operations, or financial condition.

Compliance with customer requirements and regulations regarding the use of conflict minerals could limit the supply and increase the cost of certain metals used in manufacturing our products.

Increased focus on environmental protection and social responsibility initiatives led to the passage of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and its implementing SEC regulations. The Dodd-Frank Act imposes supply chain diligence and disclosure requirements for certain manufacturers of products containing specific minerals that may originate in or near the Democratic Republic of the Congo (the "DRC") and finance or benefit local armed groups. These "conflict minerals" are commonly found in materials used in the manufacture of semiconductors. The implementation of these new regulations may limit the sourcing and availability of some of these materials. This in turn may affect our ability to obtain materials necessary for the manufacture of our products in sufficient quantities and may affect related material pricing. Some of our customers may elect to disqualify us as a supplier or reduce purchases from us if we are unable to verify that our products are DRC conflict free. In addition, many of our customers have or are planning to adopt responsible sourcing programs with requirements that our broader in terms of minerals and geographies than DRC conflict minerals programs. Our inability to comply with the regulationsrequirements regarding the use of conflict and other minerals could have a material adverse effect on our business, results of operations, or financial condition.



We and others are subject to a variety of laws and regulations that may result in additional costs and liabilities.

The manufacturing of our products requires the use of facilities, equipment, and materials that are subject to a broad array of laws and regulations in numerous jurisdictions in which we operate. Additionally, we are subject to a variety of other laws and regulations relative to the construction, maintenance, and operations of our facilities. Any of these laws or regulations could cause us to incur additional direct costs, as well as increased indirect costs related to our relationships with our customers and suppliers, and otherwise harm our operations and financial condition. Any failure to comply with these laws or regulations could adversely impact our reputation and our financial results. Additionally, we engage various third parties to represent us or otherwise act on our behalf and we partner with other companies in our joint ventures, whichall of whom are also subject to a broad array of laws and regulations. Our engagement with these third parties and our ownership in these joint ventures may also expose us to risks associated with their respective compliance with these laws and regulations. As a result of these items, we could experience the following:

suspension of production;
remediation costs;
alteration of our manufacturing processes;
regulatory penalties, fines, and legal liabilities; and
reputational challenges.



Our failure, or the failure of our third-party agents or joint ventures, to comply with these laws and regulations could have a material adverse effect on our business, results of operations, or financial condition.

We face risks associated with our international sales and operations that could materially adversely affect our business, results of operations, or financial condition.

Sales to customers outside the United States approximated 86% of our consolidated net sales for 2017. 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. Our international sales and operations are subject to a variety of risks, including:

export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds;
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, export and import laws, and similar rules and regulations;
theft of intellectual property;
political and economic instability;
problems with the transportation or delivery of our products;
issues arising from cultural or language differences and labor unrest;
longer payment cycles and greater difficulty in collecting accounts receivable;
compliance with trade, technical standards, and other laws in a variety of jurisdictions;
contractual and regulatory limitations on our ability to maintain flexibility with our staffing levels;
disruptions to our manufacturing operations as a result of actions imposed by foreign governments;
changes in economic policies of foreign governments; and
difficulties in staffing and managing international operations.

These factors could have a material adverse effect on our business, results of operations, or financial condition.

We are subject to counterparty default risks.

We have numerous arrangements with financial institutions that subject us to counterparty default risks, including cash deposits, investments, capped call contracts on our common stock, and derivative instruments. As a result, we are subject to the risk that the counterparty to one or more of these arrangements will default on its performance obligations. A counterparty may not comply with their contractual commitments which could then lead to their defaulting on their obligations with little or no notice to us, which could limit our ability to take action to mitigate our exposure. Additionally, our ability to mitigate our exposures may be constrained by the terms of our contractual arrangements or because market conditions prevent us from taking effective action. If one of our counterparties becomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of that counterparty's default may be limited by the liquidity of the counterparty or the applicable laws governing the bankruptcy proceedings. In the event of such default, we could incur significant losses, which could have a material adverse effect on our business, results of operations, or financial condition.

The operations of MMJ are subject to continued oversight by the Tokyo District Court during the pendency of the corporate reorganization proceedings.

Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of our acquisition of MMJ, the reorganization proceedings in Japan (the "Japan Proceedings") are continuing and MMJ remains subject to the oversight of the Tokyo District Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the Tokyo District Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings. The business trustee is responsible for overseeing the operation of the business of MMJ, other than oversight in relation to acts that need to be carried out in connection with the Japan Proceedings, which are the responsibility of the legal trustee. MMJ's reorganization proceedings in Japan, and oversight of the Tokyo District Court, will continue until the final creditor payment is made under MMJ's plan of reorganization, which is scheduled to occur in December 2019, but may occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ may petition the Tokyo District Court for an early termination of the reorganization proceedings once two-thirds of all payments under the plan of reorganization are made. Although such early terminations are customarily granted, there can be no assurance that the Tokyo District Court will grant any such petition in this particular case.

During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to the Tokyo District Court and may be required to obtain the consent of the Tokyo District Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The consent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization. Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to operate MMJ as part of our global business or to cause MMJ to take certain actions that we deem


advisable for its business could be adversely affected if the Tokyo District Court or the legal trustee is unwilling to consent to various actions that we may wish to take with respect to MMJ.

The operations of MMJ being subject to the continued oversight by the Tokyo District Court during the pendency of the corporate reorganization proceedings could have a material adverse effect on our business, results of operations, or financial condition.


ITEM 1B. UNRESOLVED STAFF COMMENTS

None.




ITEM 2. PROPERTIES

Our corporate headquarters are located in Boise, Idaho. The following is a summary of our principal facilities as of August 31, 2017:30, 2018:
Location Principal Operations
TaiwanWafer fabrication, component assembly and test, module assembly and test
SingaporeR&D, wafer fabrication, component assembly and test, module assembly and test
United States R&D, wafer fabrication, facilities, reticle manufacturing
JapanR&D and wafer fabrication
ChinaComponent assembly and test, module assembly and test
SingaporeWafer fabrication, assembly, test, and module assembly
ChinaAssembly, test, and module assembly
Malaysia Assembly and test
TaiwanWafer fabrication
JapanWafer fabrication and R&DComponent assembly

We own or lease a number of other facilities in locations throughout the world that are used for design, R&D, and sales and marketing activities. Substantially all of our manufacturing capacity is fully utilized. Certain of our properties are collateral to secured borrowing arrangements. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.") We also own or lease a number of other facilities in locations throughout the world that are used for design, R&D, and sales and marketing activities. Substantially all of the capacity of the facilities listed above is fully utilized.

Our facility in Lehi, Utah is owned and operated by our IMFT joint venture with Intel. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – IMFT.")

We believe that our existing facilities are suitable and adequate for our present purposes. We do not identify or allocate assets by operating segment, other than goodwill. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information.")


ITEM 3. LEGAL PROCEEDINGS

See "Part II Financial Information – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies" and "Item 1A. Risk Factors."Factors" for a discussion of other legal proceedings.

Reorganization Proceedings of the MMJ Companies

In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, a Japanese corporation, pursuant to the terms and conditions of an Agreement on Support for Reorganization Companies (as amended, the "Sponsor Agreement") that we entered into in 2012 with the trustees of the MMJ Companies' pending corporate reorganization proceedings under the Corporate Reorganization Act of Japan. Under the Sponsor Agreement, we agreed to provide certain support for the reorganization of the MMJ Companies and the trustees agreed to prepare and seek approval from the JapanTokyo District Court and the MMJ Companies' creditors of plan of reorganization consistent with such support.

The plan of reorganization provides for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen, less certain expenses of the reorganization proceedings and certain other items. The plan of reorganization also provided for the investment by us pursuant to the Sponsor Agreement of 60 billion yen paid at closing in cash into MMJ in exchange for 100% ownership of MMJ's equity and the use of such investment to fund the initial installment payment by the MMJ Companies to their creditors of 60 billion yen, subject to reduction for certain items specified in the Sponsor Agreement and plan of reorganization.



Under MMJ's plan of reorganization, secured creditors will recover 100% of the amount of their fixed claims and unsecured creditors will recover at least 17.4% of the amount of their fixed claims. The actual recovery of unsecured creditors will be higher, however, based in part on events and circumstances occurring following the plan approval. The remaining portion of the unsecured claims will be discharged, without payment, over the period that payments are made pursuant to the plan of reorganization. The secured creditors will be paid in full on or before the sixth installment payment date, while the unsecured creditors will be paid in seven installments. The unsecured creditors of MAI were scheduled to be paid in seven installments; however, in connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and MAI's reorganization proceedings were closed.



Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of the MMJ acquisition, the reorganization proceedings in Japan are continuing and MMJ remains subject to the oversight of the JapanTokyo District Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the JapanTokyo District Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings. The business trustee is responsible for overseeing the operation of the businesses of the MMJ Companies, other than oversight in relation to acts that need to be carried out in connection with the Japan Proceedings, which are the responsibility of the legal trustee. MMJ's reorganization proceedings in Japan, and oversight of the JapanTokyo District Court, will continue until the final creditor payment is made under MMJ's plan of reorganization, which is scheduled to occur in December 2019, but may occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ may petition the JapanTokyo District Court for an early termination of the reorganization proceedings once two-thirds of all payments under the plan of reorganization are made. Although such early terminations are customarily granted, there can be no assurance that the JapanTokyo District Court will grant any such petition in this particular case.

During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to the JapanTokyo District Court and may be required to obtain the consent of the JapanTokyo District Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The consent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization. Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to effectively integrate MMJ as part of our global operations or to cause MMJ to take certain actions that we deem advisable for its businesses could be adversely affected if the JapanTokyo District Court or the legal trustee is unwilling to consent to various actions that we may wish to take with respect to MMJ.


ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock

Our common stock is listed on the NASDAQ Global Select Market and trades under the symbol "MU." The following table represents the high and low closing prices for our common stock as reported by NASDAQ for each quarter of 20172018 and 2016:2017:
 Fourth Quarter Third Quarter Second Quarter First Quarter
2018        
High $61.39
 $62.62
 $48.81
 $49.68
Low 47.10
 45.89
 39.40
 32.07
 Fourth Quarter Third Quarter Second Quarter First Quarter        
2017                
High $32.50
 $30.77
 $24.79
 $20.13
 $32.50
 $30.77
 $24.79
 $20.13
Low 27.49
 25.15
 18.61
 16.62
 27.49
 25.15
 18.61
 16.62
        
2016        
High $16.91
 $13.11
 $15.50
 $19.16
Low 11.73
 9.56
 9.69
 14.06

Holders of Record

As of October 20, 2017,8, 2018, there were 2,1702,062 shareholders of record of our common stock.

Dividends

We have not declared or paid cash dividends since 1996 and do not intend to pay cash dividends for the foreseeable future.
 
As a result of the Japan Proceedings, for so long as such proceedings continue, MMJ is subject to certain restrictions on dividends, loans, and advances. In addition, the 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and/or MTTW to distribute cash dividends. Our ability to access IMFT's cash and other assets through dividends, loans, or advances, including to finance our other operations, is subject to agreement by Intel.

Equity Compensation Plan Information

The information required by this item is incorporated by reference from the information to be included in our 20172018 Proxy Statement under the section entitled "Equity Compensation Plan Information," which will be filed with the Securities and Exchange Commission within 120 days after August 31, 2017.30, 2018.

Issuer PurchasesPurchase of Equity Securities

OurCommon Stock Repurchase Authorization: In May 2018, we announced that our Board hasof Directors had authorized the discretionary repurchase of up to $1.25$10 billion of our outstanding common stock beginning in 2019. We may purchase shares on a discretionary basis through open-market purchases, block trades, privately-negotiated transactions, or derivative transactions. Through 2017, we had repurchased a total of 49 million shares for $956 million through open-market transactions, and/or pursuant to such authorization. Repurchases area Rule 10b5-1 trading plan, subject to market conditions and our ongoing determination of the best use of available cash. In the fourth quarterThe repurchase authorization does not obligate us to acquire any common stock.



Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under publicly announced plans or programs
June 1, 2018July 5, 2018 
 $
    
July 6, 2018August 2, 2018 
 
    
August 3, 2018August 30, 2018 
 
    
    
     $10,000,000,000
For information on repurchases of 2017, we did not repurchase any sharesour common stock subsequent to August 30, 2018, see "Item 8. Financial Statements and as of August 31, 2017, the maximum dollar value of shares that we may repurchase under the authorization of the Board was $294 million.Supplementary Data – Notes to Consolidated Financial Statements – Equity – Micron Shareholders' Equity."

Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are also treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.


plan and accordingly are excluded from the amounts in the table above.

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, 2012,2013, through August 31, 2017.2018. We operate on a 52 or 53 week fiscal year which ends on the Thursday closest to August 31. Accordingly, the last day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein, we have calculated our stock performance graph assuming an August 31 year end.
a2013q4_chart-42352a02a09.jpg
Note: Management cautions that the stock price performance information shown in the graph above may not be indicative of current stock price levels or future stock price performance.

The performance graph above assumes $100 was invested on August 31, 20122013 in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX). Any dividends paid during the period presented were assumed to be reinvested. The performance was plotted using the following data:
 2012 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2018
Micron Technology, Inc. $100
 $219
 $525
 $264
 $266
 $515
 $100
 $240
 $121
 $122
 $236
 $387
S&P 500 Composite Index 100
 119
 149
 149
 168
 195
 100
 125
 126
 142
 165
 197
Philadelphia Semiconductor Index (SOX) 100
 118
 169
 164
 219
 309
 100
 143
 139
 186
 263
 336




ITEM 6. SELECTED FINANCIAL DATA

 2017 2016 2015 2014 2013 2018 2017 2016 2015 2014
                    
 (in millions except per share amounts) (in millions except per share amounts)
Net sales $20,322
 $12,399
 $16,192
 $16,358
 $9,073
 $30,391
 $20,322
 $12,399
 $16,192
 $16,358
Gross margin 8,436
 2,505
 5,215
 5,437
 1,847
 17,891
 8,436
 2,505
 5,215
 5,437
Operating income 5,868
 168
 2,998
 3,087
 236
 14,994
 5,868
 168
 2,998
 3,087
Net income (loss) 5,090
 (275) 2,899
 3,079
 1,194
 14,138
 5,090
 (275) 2,899
 3,079
Net income (loss) attributable to Micron 5,089
 (276) 2,899
 3,045
 1,190
 14,135
 5,089
 (276) 2,899
 3,045
Diluted earnings (loss) per share 4.41
 (0.27) 2.47
 2.54
 1.13
 11.51
 4.41
 (0.27) 2.47
 2.54
                    
Cash and short-term investments 5,428
 4,398
 3,521
 4,534
 3,101
 6,802
 5,428
 4,398
 3,521
 4,534
Total current assets 12,457
 9,495
 8,596
 10,245
 8,911
 16,039
 12,457
 9,495
 8,596
 10,245
Property, plant, and equipment, net 19,431
 14,686
 10,554
 8,682
 7,626
Property, plant, and equipment 23,672
 19,431
 14,686
 10,554
 8,682
Total assets 35,336
 27,540
 24,143
 22,416
 19,068
 43,376
 35,336
 27,540
 24,143
 22,416
Total current liabilities 5,334
 4,835
 3,905
 4,791
 4,122
 5,754
 5,334
 4,835
 3,905
 4,791
Long-term debt 9,872
 9,154
 6,252
 4,893
 4,406
 3,777
 9,872
 9,154
 6,252
 4,893
Redeemable convertible notes 21
 
 49
 68
 
 3
 21
 
 49
 68
Redeemable noncontrolling interest 97
 
 
 
 
Total Micron shareholders’ equity 18,621
 12,080
 12,302
 10,760
 9,142
 32,294
 18,621
 12,080
 12,302
 10,760
Noncontrolling interests in subsidiaries 849
 848
 937
 802
 864
 870
 849
 848
 937
 802
Total equity 19,470
 12,928

13,239

11,562

10,006
 33,164
 19,470

12,928

13,239

11,562

ThroughIn December 6, 2016, we held a 33% ownership interest in Inotera (now known as MTTW), Nanya and certain of its affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the 67% remaining interest in Inotera and began consolidating Inotera's operating results. In the periods presented above through December 2016, Inotera manufacturessold DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements. The cash paid for the Inotera Acquisition was funded, in part, with a term loan of 80 billion New Taiwan dollars and $986 million from the sale of 58 million shares of our common stock.

On July 31, 2013, we completed the MMJ acquisition, in which we acquired Elpida, now known as MMJ, (See Item 8. Financial Statements and a controlling interest in Rexchip Electronics Corporation, now known as MMT. The MMJ Group's products include mobile DRAM targetedSupplementary Data – Notes to mobile phones and tablets and computing DRAM targeted to desktop PCs, servers, notebooks, and 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. We recorded a gain on the transactionConsolidated Financial Statements – Acquisition of $1.48 billion in 2013.Inotera."


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements such as those made regarding future restructure charges; our expectation, from time to time, to engage in additional financing transactions; the sufficiency of our cash and investments, cash flows from operations, and available financing to meet our requirements for at least the next 12 months; capital spending in 2018; and the timing of payments for certain contractual obligations. We are under no obligation to update these forward-looking statements. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in "Part I, Item 1A. Risk Factors." This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August 31, 2017.30, 2018. All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Our fiscal 2018, 2017, and 2016 each contain 52 weeks and fiscal 2015 contained 53 weeks. All production data includes the production of IMFT and Inotera. All tabular dollar amounts are in millions, except per share amounts.



Our Management's Discussion and Analysis is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. This discussion is organized as follows:

Results of Operations: An analysis of our financial results consisting of the following:
Consolidated results;
Operating results by business segment;
Operating results by product; and
Operating expenses and other.
Liquidity and Capital Resources: An analysis of changes in our balance sheet and cash flows and discussion of our financial condition and liquidity.
Off-Balance Sheet Arrangements:Description of off-balance sheet arrangements.
Critical Accounting Estimates:Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
Recently Adopted and Issued Accounting Standards

For an overview of our business, see "Part I – Item 1. Business – Overview."



Results of Operations

Consolidated Results

For the year ended 2017 2016 2015 2018 2017 2016
Net sales $20,322
 100 % $12,399
 100 % $16,192
 100 % $30,391
 100 % $20,322
 100 % $12,399
 100 %
Cost of goods sold 11,886
 58 % 9,894
 80 % 10,977
 68 % 12,500
 41 % 11,886
 58 % 9,894
 80 %
Gross margin 8,436
 42 % 2,505
 20 % 5,215
 32 % 17,891
 59 % 8,436
 42 % 2,505
 20 %
                        
Selling, general, and administrative 743
 4 % 659
 5 % 719
 4 % 813
 3 % 743
 4 % 659
 5 %
Research and development 1,824
 9 % 1,617
 13 % 1,540
 10 % 2,141
 7 % 1,824
 9 % 1,617
 13 %
Restructure and asset impairments 18
  % 67
 1 % 3
  %
Other operating (income) expense, net (17)  % (6)  % (45)  % (57)  % 1
  % 61
  %
Operating income 5,868
 29 % 168
 1 % 2,998
 19 % 14,994
 49 % 5,868
 29 % 168
 1 %
   

           

        
Interest income (expense), net (560) (3)% (395) (3)% (336) (2)% (222) (1)% (560) (3)% (395) (3)%
Other non-operating income (expense), net (112) (1)% (54)  % (53)  % (465) (2)% (112) (1)% (54)  %
Income tax (provision) benefit (114) (1)% (19)  % (157) (1)%
Income tax provision (168) (1)% (114) (1)% (19)  %
Equity in net income (loss) of equity method investees 8
  % 25
  % 447
 3 % (1)  % 8
  % 25
  %
Net income attributable to noncontrolling interests (1)  % (1)  % 
  % (3)  % (1)  % (1)  %
Net income (loss) attributable to Micron $5,089
 25 % $(276) (2)% $2,899
 18 % $14,135
 47 % $5,089
 25 % $(276) (2)%

Total Net Sales

For the year ended 2017 2016 2015
CNBU $8,624
 42% $4,529
 37% $6,725
 42%
SBU 4,514
 22% 3,262
 26% 3,687
 23%
MBU 4,424
 22% 2,569
 21% 3,692
 23%
EBU 2,695
 13% 1,939
 16% 1,999
 12%
All Other 65
 % 100
 1% 89
 1%
  $20,322
 
 $12,399
 

 $16,192
 

Percentages of totalTotal net sales reflect roundingfor 2018 increased 50% as compared to 2017. Higher sales in 2018 for both DRAM and may not total 100%.NAND products as compared to 2017 were driven by strong execution in delivering high-value products featuring our 1Xnm DRAM and 64-layer 3D NAND technologies combined with strong demand for products across our primary markets. Sales of DRAM products for 2018 increased 64% from 2017 primarily due to an increase in average selling prices of approximately 35% and an increase in sales volumes of approximately 20% as a result of strong market conditions, particularly for cloud, enterprise, mobile, and graphics markets, combined with increased sales into high-value markets. Sales of trade NAND products for 2018 increased 26% from 2017 despite declines in average selling prices primarily due to an increase in sales volumes of approximately 40% driven by increases in sales of high-value SSD and mobile managed NAND products enabled by strong demand and our execution in delivering 3D NAND products.

Total net sales for 2017 increased 64% as compared to 2016 due to strong conditions across our primary markets, particularly for enterprise, mobile, client, and SSD storage. The strong market conditions drove higher sales inSales of DRAM products for 2017 for all


operating segments and significant increasesincreased 80% from 2016 due to an increase in sales volumes for both DRAMof approximately 50% and Trade NAND products as well as increasesan increase in average selling prices of approximately 20% as a result of the strong market conditions. Sales of trade NAND products for DRAM products.2017 increased approximately 50% as compared to 2016 due to an increase in sales volumes of approximately 65% resulting from strong market demand for our 3D NAND products, which was partially offset by declines in average selling prices. Increases in DRAM and NAND sales volumes for 2017 as compared 2016 were enabled by higher manufacturing output due to improvements in product and process technology and solid execution. Increases in sales volumes for NAND products for 2017 were also enabled by key customer qualifications of new products.

Total net salesOverall Gross Margin

Our overall gross margin percentage increased to 59% for 2016 decreased 23%2018 from 42% for 2017 primarily due to favorable market conditions across key markets combined with strong execution in delivering products featuring advanced technologies, including 1Xnm DRAM and 64-layer 3D NAND, enabling manufacturing cost reductions. For 2018 as compared to 2015 primarily due to lower CNBU, MBU,2017, pricing for DRAM products increased while manufacturing costs declined and, SBU sales asfor NAND products, manufacturing cost reductions outpaced declines in average selling prices outpaced increases in sales volumes. The increases in sales volumes for 2016 were primarily attributable to higher manufacturing output due to improvements in product and process technology partially offset by reductions resulting from technology node transitions.

Gross Marginprices.

Our overall gross margin percentage increased to 42% for 2017 from 20% for 2016 reflecting increases in the gross margin percentages for all operating segments, primarily due to strong markets that drove favorable pricing conditions and tosolid execution in manufacturing cost reductions from improvements in product and process technology and solid execution.technology. For 2017 as compared to 2016, pricing for DRAM products increased while manufacturing costs declined

Our overall gross margin percentage declined to 20%
and, for 2016 from 32% for 2015 primarily due to declines in the gross margin percentages for CNBU, MBU, and SBU, as decreases in average selling prices outpaced manufacturing cost reductions. EBU's gross margin percentage for 2016 was relatively unchanged from 2015 asNAND products, manufacturing cost reductions offsetoutpaced declines in average selling prices.

We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, we identified factors such as the lengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, and industry trends. As a result, we revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciation costsexpense at the time by approximately $100 million per quarter in 2017.quarter.

From January 2013 through December 2015, we purchased all of Inotera's DRAM output under supply agreements at prices reflecting discounts from market prices for our comparable components. After December 2015 through December 6, 2016, the date we acquired the remaining interest in Inotera, the price for DRAM products we purchased by us from Inotera was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million $1.43 billion, and $2.37$1.43 billion of DRAM products from Inotera in 2017 2016, and 2015,2016, respectively, which represented 9% of our aggregate DRAM gigabit production for 2017 and 30% for 2016, and 35% for 2015. In accounting for the Inotera Acquisition, Inotera's work in process inventories were recorded at fair value, based on their estimated future selling prices, estimated costs to complete, and other factors, and was approximately $107 million higher than the cost of work in process inventory recorded by Inotera prior to the acquisition. The acquired inventory was sold in 2017.2016.

Operating ResultsNet Sales by Business SegmentsUnit
For the year ended 2018 2017 2016
CNBU $15,252
 50% $8,624
 42% $4,529
 37%
MBU 6,579
 22% 4,424
 22% 2,569
 21%
SBU 5,022
 17% 4,514
 22% 3,262
 26%
EBU 3,479
 11% 2,695
 13% 1,939
 16%
All Other 59
 % 65
 % 100
 1%
  $30,391
 
 $20,322
 

 $12,399
 

Percentages are of total net sales but may not total 100% due to rounding.

CNBU
For the year ended 2017 2016 2015
Net sales $8,624
 $4,529
 $6,725
Operating income (loss) 3,755
 (25) 1,549
sales for 2018 increased 77% as compared to 2017 due to strong market conditions and demand in key markets, including cloud server, client, enterprise server markets, and graphics markets, which drove increases in pricing and sales volumes. Sales into cloud and graphics markets more than doubled in 2018 as compared to 2017. MBU sales for 2018, which were comprised primarily of mobile LPDRAM and managed NAND products, increased 49% as compared to 2017 primarily due to customer qualifications for LPDRAM and managed NAND products, which combined with higher memory content in smartphones to drive improvements in DRAM pricing and increases in sales volumes. SBU sales of trade NAND products for 2018 increased 13% as compared to 2017 driven by higher sales of SSD storage products, which increased by 72%, partially offset by declines in SBU NAND component sales from a strategic reallocation of supply from component sales to SSD and mobile managed NAND products. Increases in SBU sales volumes for 2018 resulting from strong demand for cloud and enterprise SSD markets more than offset declines in selling prices. SBU sales also include "non-trade" products consisting of products manufactured and sold to Intel through IMFT under a long-term supply agreement at prices approximating cost, which included 3D XPoint memory and NAND products, aggregating $541 million, $553 million, and $501 million, for 2018, 2017, and 2016, respectively. EBU sales for 2018 increased 29% as compared to 2017 primarily due to strong demand across EBU's primary markets including consumer, industrial multimarkets, and automotive. EBU sales were comprised of products incorporating DRAM, NAND, and NOR Flash in decreasing order of revenue.

CNBU sales for 2017 increased 90% as compared to 2016 due to increases in average selling prices for our products sold in the client market,due to strong demand across key markets, growth in the cloud market driven by significant increases in DRAM content per server, and increases in sales of our GDDR5 and GDDR5X products into the graphics market driven by strong demand from the gaming industry. Growth in CNBU markets drove increasesMBU sales for 2017 in average selling prices and sales volumesincreased 72% as compared to 2016. CNBU operating margin for 2017 improved from 2016 primarily due to improved pricing from strong market conditions, manufacturing cost reductions,significant increases in sales volumes, driven by customer qualifications for LPDRAM and product mix. See "Operating Resultsmanaged NAND products, combined with higher memory content in smartphones and growth in sales of eMCP products. MBU sales growth in 2017 was partially offset by Product – DRAM" for further detail.

CNBU sales for 2016 decreased 33% as compared to 2015 primarily due to declines in average selling prices as a result of weakness in the PC sector, partially offset by increases in sales volumes. CNBU operating margin for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.



SBU
For the year ended 2017 2016 2015
Net sales $4,514
 $3,262
 $3,687
Operating income (loss) 552
 (123) (39)

trade NAND products. SBU sales of Tradetrade NAND products for 2017 increased 41% as compared to 2016 primarily due to increases in sales volumes from strong demand, particularly for component NAND and client and cloud SSD storage products, partially offset by declines in average selling prices. SBU sales of SSD storage products increased by 137% for 2017 as compared to 2016 primarily as a result of the launch of new SSD products incorporating our TLC 3D TLC NAND technology. SBU sales included Non-Trade sales of $553 million, $501 million, and $463 million, for 2017, 2016, and 2015, respectively. SBU operating margin for 2017 improved from 2016 primarily due to manufacturing cost reductions, partially offset by declines in average selling prices. See "Operating Results by Product – Trade NAND" for further details.

SBU sales of Trade NAND products for 2016 decreased 16% from 2015 primarily due to declines in average selling prices partially offset by increases in sales volumes. SBU operating margin for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.

MBU
For the year ended 2017 2016 2015
Net sales $4,424
 $2,569
 $3,692
Operating income 927
 97
 1,166

MBU sales are comprised primarily of DRAM and NAND, with mobile DRAM products accounting for a significant majority of the sales. MBU sales for 2017 increased 72% as compared to 2016 primarily due to significant increases in sales
volumes, driven by customer qualifications for LPDRAM and managed NAND products, combined with higher memory content in smartphones and growth in sales of eMCP products. Sales growth in 2017 was partially offset by declines in average selling prices for Trade NAND products. MBU operating income for 2017 improved from 2016 primarily due to manufacturing cost reductions and higher sales volumes, partially offset by higher R&D costs and declines in average selling prices for Trade NAND products.

MBU sales for 2016 decreased 30% as compared to 2015 primarily due to declines in average selling prices and DRAM sales volumes. MBU operating income for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.

EBU
For the year ended 2017 2016 2015
Net sales $2,695
 $1,939
 $1,999
Operating income 975
 473
 459

EBU sales are comprised of DRAM, NAND, and NOR Flash in decreasing order of revenue. EBU sales for 2017 increased 39% as compared to 2016 primarily due to strong demand and higher sales volumes for DRAM and eMCP in consumer markets and DRAM and eMMC products in the automotive markets.



Operating Income (Loss) by Business Unit
For the year ended 2018 2017 2016
CNBU $9,773
 64% $3,755
 44% $(25) (1)%
MBU 3,033
 46% 927
 21% 97
 4 %
SBU 964
 19% 552
 12% (123) (4)%
EBU 1,473
 42% 975
 36% 473
 24 %
All Other 
 % 23
 35% 28
 28 %
  $15,243
   $6,232
   $450
  
Percentages reflect operating income (loss) as a percentage of net sales for each business unit.

CNBU operating income for 2018 improved from 2017 primarily due to improved pricing and higher sales volumes resulting from strong demand for our products combined with manufacturing cost reductions. MBU operating income for 2018 improved from 2017 primarily due to increases in pricing and sales volumes for LPDRAM products, higher sales of high-value managed NAND products, and manufacturing cost reductions. SBU operating income for 2018 improved from 2017 primarily due to manufacturing cost reductions enabled by our execution in transitioning to 64-layer TLC 3D NAND products and improvements in product mix. SBU operating income for 2018 was adversely impacted by higher costs associated with IMFT's production of 3D XPoint memory products at less than full capacity. EBU operating income for 2018 increased as compared to 2017 as a result of increases in average selling prices, manufacturing cost reductions, and increases in sales volumes, partially offset by higher R&D costs.

CNBU operating margin for 2017 improved from 2016 primarily due to improved pricing from strong market conditions, manufacturing cost reductions, and product mix. MBU operating income for 2017 improved from 2016 primarily due to manufacturing cost reductions and higher sales volumes, partially offset by higher R&D costs and declines in average selling prices for trade NAND products. SBU operating margin for 2017 improved from 2016 primarily due to manufacturing cost reductions, partially offset by declines in average selling prices. EBU operating income for 2017 increased as compared to 2016 as a result of manufacturing cost reductions, which outpaced declines in average selling prices, and increases in sales volumes.

EBU sales for 2016 decreased 3% as compared to 2015 primarily due to declines in average selling prices for DRAM and NAND products, which were partially offset by higher sales volumes as a result of increases in demand. EBU operating income for 2016 was relatively unchanged from 2015 as manufacturing cost reductions offset declines in average selling prices.



Operating Results by Product

Net Sales by Product
For the year ended 2017 2016 2015
DRAM $12,963
 64% $7,207
 58% $10,339
 64%
Trade NAND 6,228
 31% 4,138
 33% 4,811
 30%
Non-Trade 553
 3% 501
 4% 463
 3%
Other 578
 3% 553
 4% 579
 4%
  $20,322
   $12,399
   $16,192
  
Percentages of total net sales reflect rounding and may not total 100%.

Non-Trade primarily consists of NAND and 3D XPoint products manufactured and sold to Intel through IMFT under a long-term supply agreement at prices approximating cost. Information regarding products that combine both NAND and DRAM components is reported within Trade NAND. Other includes sales of NOR and trade 3D XPoint products.

DRAM
For the year ended 2017 2016
     
  (percentage change from prior year)
Net sales 80 % (30)%
Average selling prices per gigabit 19 % (35)%
Gigabits sold 52 % 7 %
Cost per gigabit (21)% (17)%

Strong conditions in 2017 for enterprise, client, mobile, graphics, and networking markets as well as key customer qualifications drove increases in sales volumes and prices as compared to 2016. The reductions in cost for 2017 and 2016 as compared to prior years were primarily due to improvements in product and process technology. For 2017 compared to 2016, lower depreciation due to the change made in the fourth quarter of 2016 in estimated useful lives for equipment at our DRAM wafer fabrication facilities contributed to cost reductions.

Our gross margin percentage on sales of DRAM products for 2017 improved from 2016 primarily due to manufacturing cost reductions, increases in average selling prices, and shifts in product mix, while our gross margin percentage for 2016 declined as compared to 2015 as decreases in average selling prices outpaced manufacturing cost reductions.

Trade NAND
For the year ended 2017 2016
     
  (percentage change from prior year)
Net sales 50 % (14)%
Average selling prices per gigabit (9)% (20)%
Gigabits sold 65 % 8 %
Cost per gigabit (26)% (16)%

Strong conditions in 2017 for SSD, mobile, and client storage markets drove increases in net sales as compared to 2016, particularly for SSD and mobile products. Our ability to meet this demand was due in part to increases in production, primarily from the ramp of capacity and improvements in product and process technology, including our transition to 3D NAND products. The increase in sales volumes of Trade NAND for 2016 as compared to 2015 was primarily due to increases in demand and increases in production due to improvements in product and process technology. Increases in production for 2016 were constrained in connection with transitioning to 3D NAND products.

Our gross margin percentage on sales of Trade NAND for 2017 improved from 2016 as manufacturing cost reductions outpaced declines in average selling prices, while our gross margin percentage for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.



Operating Expenses and Other

Selling, General, and Administrative

SG&A expenses for 2018 were 9% higher than 2017 primarily due to increases in legal costs, technical and consulting fees, and employee compensation. SG&A expenses for 2017 were 13% higher than 2016 primarily due to increases in performance-based pay,employee compensation as well as transaction costs related to the Inotera Acquisition, and stock-based compensation, partially offset by a reduction in other payroll costs. SG&A expenses for 2016 were 8% lower than 2015 due to decreases in performance-based pay and travel costs and to an additional week in 2015.Acquisition.

Research and Development

R&D expenses vary primarily with the number of development wafers processed, the cost of advanced equipment dedicated to new product and process development, and personnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. R&D expenses can vary significantly depending on the timing of product qualification.

R&D expenses for 2018 were 17% higher than 2017 primarily due to increases in employee compensation, volumes of development and pre-qualification wafers, and depreciation expense as a result of increases in capital spending. R&D expenses for 2017 were 13% higher than 2016 primarily due to higher volumes of product being processed that had not been qualifieddevelopment and pre-qualification wafers and increases in performance-based pay,employee compensation, partially offset by lower subcontracted engineering and other professional services costs. R&D expenses for 2016 were 5% higher than 2015 primarily due to higher volumes of product being processed that had not been qualified, higher payroll costs, an increase in depreciation expense from R&D capital expenditures, partially offset by an additional week in 2015.

We generally share with Intel the costscost of certain product design and process development activities forunder development agreements with partners, including agreements to jointly develop NAND and 3D XPoint memory at IMFTtechnologies with Intel. We continue to jointly develop NAND technologies with Intel through the third generation of 3D NAND, which is expected to be completed in the second half of 2019. In the second quarter of 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND in order to better optimize the technology and products for our other facilities.respective business needs. We continue to jointly develop 3D XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in the second half of 2019. To better optimize 3D XPoint technology for our product roadmap and maximize the benefits for our customers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel


subsequent generations of 3D XPoint technology. As a result of the above actions, we expect reimbursements under our cost-sharing agreements to decrease in early fiscal 2019. Our R&D expenses reflect net reductions as a result ofwere reduced by reimbursements under our cost-sharingthese development partner arrangements with Intel ofby $201 million, $213 million, and $205 million for 2018, 2017, and $224 million in 2017, 2016, and 2015, respectively.

See further discussion of our R&D in "Part I – Item 1. – Business – Research and Development."

Income Taxes

On December 22, 2017, the United States enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") which lowered the U.S. corporate income tax rate from 35% to 21% and significantly affects how income from foreign operations is taxed in the United States. Our U.S. statutory federal rate was 25.7% for 2018 (based on the 35% corporate rate through December 31, 2017 and 21% from that date through the end of fiscal year 2018) and will be 21% beginning in 2019. The Tax Act imposed a one-time transition tax in 2018 on accumulated foreign income (the "Repatriation Tax"); provided a U.S. federal tax exemption on foreign earnings distributed to the United States after January 1, 2018; and beginning in 2019, created a new minimum tax on certain foreign earnings in excess of a deemed return on tangible assets (the "Foreign Minimum Tax"). The Tax Act allows us to elect to pay any Repatriation Tax due in eight annual, interest-free payments in increasing amounts beginning in December 2018. In connection with the provisions of the Tax Act, we made an accounting policy election to treat the Foreign Minimum Tax provision as a period cost in the period the tax is incurred.

SEC Staff Accounting Bulletin No. 118 ("SAB 118") allows the use of provisional amounts (reasonable estimates) if our analyses of the impacts of the Tax Act have not been completed when our financial statements are issued. The provisional amounts below for 2018 represent reasonable estimates of the effects of the Tax Act for which our analysis is not yet complete. As we complete our analysis of the Tax Act, including collecting, preparing, and analyzing necessary information, performing and refining calculations, and obtaining additional guidance from the IRS, U.S. Treasury Department, FASB, or other standard setting and regulatory bodies on the Tax Act, we may record adjustments to the provisional amounts, which may be material. In accordance with SAB 118, our accounting for the tax effects of the Tax Act will be completed during the measurement period, which should not extend beyond one year from the enactment date. At August 30, 2018, there were no provisions for which we were unable to record a reasonable estimate of the impact.

Our income tax (provision) benefit consisted of the following:
For the year ended 2018 2017 2016
Provisional estimate for the Repatriation Tax, net of adjustments related to uncertain tax positions $(1,030) $
 $
Remeasurement of deferred tax assets and liabilities reflecting lower U.S. corporate tax rates (133) 
 
Provisional estimate for the release of the valuation allowance on the net deferred tax assets of our U.S. operations 1,337
 
 
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW (68) 54
 (114)
U.S. valuation allowance release resulting from business acquisition 
 
 41
Other income tax (provision) benefit (274) (168) 54
  $(168) $(114) $(19)
       
Effective tax rate 1.2% 2.2% (6.8)%

Our income taxes reflect operations invarious impacts of the Tax Act, including the remeasurement of deferred tax jurisdictions, including Singaporeassets and Taiwan, where our earnings are indefinitely reinvestedliabilities at the lower U.S. corporate rate of 25.7% for 2018 and 21% for subsequent years and provisional estimates for the Repatriation Tax and the release of a substantial portion of the valuation allowance on the net deferred tax assets of our U.S. operations. Our income tax rates are significantly lower than the U.S. statutory rate;also include operations outside the United States, including Singapore, where we have tax incentive arrangements that further decrease our effective tax rates;rates. Beginning in 2019, our effective tax rate may increase to the low teens percentage depending on the amount and a valuation allowance against substantially allgeographic mix of our net deferred tax assets in the United States. Income tax (provision) benefit consisted of the following:
For the year ended 2017 2016 2015
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and Inotera $54
 $(114) $(80)
U.S. valuation allowance release resulting from business acquisition 
 41
 
Other income tax (provision) benefit, primarily other non-U.S. operations (168) 54
 (77)
  $(114) $(19) $(157)
       
Effective tax rate 2.2% (6.8)% 6.0%

taxable income. Income taxes for 2018, 2017, and 2016 included tax benefits of $1 million, $28 million, and $58 million, respectively, related to the favorable resolution of certain tax matters, which were previously reserved as uncertain tax positions.

WeDuring 2018, we reassessed our capital structure, including our Board of Directors' authorization to repurchase up to $10 billion of our outstanding common stock beginning in 2019, the future cash needs of our global operations, and the effects of the Tax Act. As a result of this reassessment, we deemed a portion of our foreign earnings to be no longer indefinitely reinvested. As a result of the Repatriation Tax, substantially all of our accumulated foreign earnings prior to December 31, 2017


were subject to U.S. federal taxation. Although these earnings have been subject to U.S. federal income tax under the Repatriation Tax, the repatriation to the United States of all or a full valuation allowance for our netportion of these earnings would potentially be subject to foreign withholding and state income tax. As of August 30, 2018, we had a deferred tax assetliability of $82 million associated with our U.S. operations. Management continues to evaluate future projected financial performance to determine whether such performance is sufficient evidence to support a reduction in or reversal of the valuation allowance. The amount of the deferred tax asset considered realizable could be adjusted if sufficient positive evidence exists.undistributed earnings.

We operate in a number of locationstax jurisdictions outside the Unites States, including Singapore, where we have tax incentive arrangements, which expire in whole or in part at various dates through 2031, that are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements which expire in whole or in part at various dates through 2030, reduced our tax provision by $742 million$1.96 billion (benefiting our diluted earnings per share by $0.64)$1.59) for 2018, by $742 million ($0.64 per diluted share) for 2017, and were not material in 2016, and by $338 million ($0.29 per diluted share) for 2015.2016.

(See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Income Taxes.")


Other

Equity in Net Income (Loss) of Equity Method Investees

We recognize our share of earnings or losses from equity method investments generally on a two-month lag. Equity in net income (loss) of equity method investees, net of tax, included the following:
For the year ended 2017 2016 2015
Inotera $9
 $32
 $445
Tera Probe (3) (11) 1
Other 2
 4
 1
  $8
 $25
 $447

On December 6, 2016, we ceased accountinginterest expense decreased 60% for Inotera as an equity method investment due to our acquisition of the remaining interest in Inotera. Our equity in net income (loss) of Inotera declined for 20162018 as compared to 2015 primarily2017 due to the effect to Inotera, under our supply agreements with them, of declinesdecreases in average selling pricesdebt obligations and Inotera's cost of technology node transitions. Includedincreases in our earnings for 2015 was $49 million from our equity share of Inotera's full release of its valuation allowance against net deferred tax assets related to its net operating loss carryforward.

In 2017, we ceased recognizing our share of Tera Probe's earnings due to our sale of our equity interest in Tera Probe. We recorded impairment charges of $16 million, $25 million, and $10 million in 2017, 2016, and 2015, respectively, within equity in net income (loss) of equity method investees to write down the carrying value of our investment in Tera Probe to its then fair value in each of those periods based on its trading price.

Other

income. Net interest expense increased 42% for 2017 as compared to 2016 primarily due to increases in debt obligations, including our borrowings of 80 billion New Taiwan dollars at an effective interest rate of 3.02% onin December 6, 2016 in connection with our acquisition of Inotera and $1.25 billion at an effective interest ratefrom the issuance of 7.69%our 2023 Secured Notes in April 2016 under the 2023 Secured Notes. Net interest expense increased 18% for 2016 as compared to 2015 primarily due to increases in debt obligations.2016.

Further discussion of other operating and non-operating income and expenses can be found in the following notes contained in "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements":

Equity Plans
RestructureResearch and Asset ImpairmentsDevelopment
Other Operating Income (Expense), Net
Other Non-Operating Income (Expense), Net


Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. We are continuously evaluating alternatives for efficiently funding our capital expenditures and ongoing operations. We expect, from time to time, in the future, to engage in a variety of financing transactions for such purposes, including the issuance of securities. We have aan undrawn revolving credit facility that expires in February 2020July 2023 and provides for additional borrowings of up to $750 million based on eligible receivables.$2.00 billion. We expect that our cash and investments, cash flows from operations, and available financing will be sufficient to meet our requirements at least through the next 12 months.

To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate that capital expenditures in 20182019 for property, plant, and equipment, net of partner contributions, to be in the range of $7.5$10.5 billion plus or minus 5 percent,5%, focused on technology transitions and product enablement. The actual amounts for 20182019 will vary depending on market conditions. As of August 31, 2017,30, 2018, we had commitments of approximately $1.1$1.8 billion for the acquisition of property, plant, and equipment, substantially all of which is expected to be paid within one year.

In May 2018, we announced that our Board of Directors had authorized the discretionary repurchase of up to $10 billion of our outstanding common stock beginning in 2019. We may purchase shares on a discretionary basis through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading plan, subject to market conditions and our ongoing determination of the best use of available cash. The repurchase authorization does not obligate us to acquire any common stock.

From August 31, 2018 through October 12, 2018, we repurchased an aggregate of $1.65 billion of our common stock under an accelerated share repurchase ("ASR") agreement, a Rule 10b5-1plan, and through open market repurchases. Pursuant to the ASR, we entered into an agreement with a financial institution to purchase $1.00 billion of our common stock in the first quarter of fiscal 2019. The number of shares ultimately purchased will be calculated by dividing $1.00 billion by a volume-weighted average price of our common stock from September 5, 2018 through as late as November 29, 2018 (the


"Measurement Period"), subject to an agreed-upon discount. On September 5, 2018, we paid $1.00 billion to the financial institution and received an initial installment of 14 million shares, with the final share amount to be determined as of the end of the Measurement Period.

See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity."

Cash and marketable investments totaled $6.05$7.28 billion and $4.81$6.05 billion as of August 30, 2018 and August 31, 2017, and September 1, 2016, respectively. Our investments consist primarily of money market funds and liquid investment-grade, fixed-income securities, diversified among industries


and individual issuers. As of August 31, 2017, $2.82 billion of our cash and marketable investments was held by our foreign subsidiaries. To mitigate credit risk, we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit exposure by restricting the amount of investments with any single obligor.

In October 2017, subsequent to the end of 2017, we issued 34 million shares of our common stock for $41.00 per share in a public offering, for net proceeds of $1.36 billion, net of underwriting fees and other offering costs. On October 12, 2017, we issued a notice to redeem $438 million of principal amount of our 2023 Secured Notes on November 13, 2017 for $470 million in cash, excluding accrued and unpaid interest. The amount redeemed represents 35% of the original principal amount of the 2023 Secured Notes issued and will be settled with proceeds from our common stock issuance in October 2017. On October 17, 2017, we issued a notice to redeem the remaining $812 million of principal amount of our 2023 Secured Notes on November 16, 2017 for approximately $885 million, excluding accrued and unpaid interest. Additionally, on October 17, 2017, we issued a notice to redeem all of our 2023 Notes on November 16, 2017 for approximately $1.05 billion in cash, excluding accrued and unpaid interest. In connection with these redemptions, we expect to recognize non-operating losses of approximately $170 million in the first quarter of 2018.

Acquisition of Inotera

Through December 6, 2016, we held a 33% ownership interest in Inotera, Nanya and certain of its affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the 67% interest in Inotera for an aggregate of $4.1 billion in cash. The cash paid for the Inotera Acquisition was funded with 80 billion New Taiwan dollars of proceeds from the 2021 MSTW Term Loan (see "Acquisition Financing" below), $986 million of proceeds from the sale of 58 million shares of our common stock, and cash on hand.

Acquisition Financing

2021 MSTW Term Loan: On December 6, 2016, we drew 80 billion New Taiwan dollars under a collateralized, five-year term loan that bears interest at a variable per annum rate equal to the three-month or six-month TAIBOR, at our option, plus a margin of 2.05%. Principal under the 2021 MSTW Term Loan is payable in six equal semi-annual installments, commencing in June 2019, through December 2021. The 2021 MSTW Term Loan contains financial covenants, which if not maintained, could in certain cases constitute an event of default and result in all obligations owed under the 2021 MSTW Term Loan being accelerated to be immediately due and payable. The 2021 MSTW Term Loan also contains customary events of default. The 2021 MSTW Term Loan is collateralized by certain assets and is guaranteed by Micron. To hedge our currency exposure of this borrowing, we are party to a series of currency forward contracts to purchase New Taiwan dollars under a rolling hedge strategy. As of August 31, 2017, the forward contracts expire at various dates through March 2018. (See "Item 8. Financial Statements30, 2018, $3.08 billion of our cash and Supplementary Data – Notes to Consolidated Financial Statements – Debt.")marketable investments was held by our foreign subsidiaries.

Limitations on the Use of Cash and Investments

MMJ Group: Cash and marketable investments included an aggregate of $580 million held by MMJ as of August 31, 2017.30, 2018 included $1.67 billion held by the MMJ Group. As a result of the corporate reorganization proceedings of the MMJ Companies initiated in March 2012, and for so long as such proceedings are continuing, the MMJ Group is prohibited from paying dividends to us. In addition, pursuant to an order of the JapanTokyo District Court, the MMJ Group cannot make loans or advances, other than certain ordinary course advances, to us without the consent of the JapanTokyo District Court and may, under certain circumstances, be subject to the approval of the legal trustee. As a result, the assets of the MMJ Group are not available for use by us in our other operations. Furthermore, certain uses of the assets of the MMJ Group, including investments in certain capital expenditures, and in MMT, may require consent of MMJ's trustees and/or the JapanTokyo District Court.

MSTW and MTTW: Cash and marketable investments included an aggregate of $56 million held by MSTW and MTTW as of August 31, 2017. The 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and MTTW to pay dividends. As a result, the assets of MSTW and MTTW are not available for use by us in our other operations.

IMFT: Cash and marketable investments included $87$91 million held by IMFT as of August 31, 2017.30, 2018. Our ability to access funds held by IMFT to finance our other operations is subject to agreement by Intel and contractual limitations. Amounts held by IMFT are not anticipated to be available to finance our other operations.

Indefinitely Reinvested: As of August 31, 2017, $1.2930, 2018, $1.71 billion of cash and marketable investments, including substantially all of the amounts held by MMJ, MSTW, and MTTW, was held by foreign subsidiaries whose earnings were considered to be indefinitely reinvested and repatriation of these funds to the United States would be subject to U.S. federal income taxes.reinvested. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.


Cash Flows

For the year ended 2017 2016 2015 2018 2017 2016
Net cash provided by operating activities $8,153
 $3,168
 $5,208
 $17,400
 $8,153
 $3,168
Net cash provided by (used for) investing activities (7,537) (3,044) (6,216) (8,216) (7,537) (3,044)
Net cash provided by (used for) financing activities 349
 1,745
 (718) (7,776) 349
 1,745
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash (12) 19
 (133) (37) (12) 19
Net increase (decrease) in cash, cash equivalents, and restricted cash $953
 $1,888
 $(1,859) $1,371
 $953
 $1,888

Operating Activities: For 2018, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capital adjustments, which included a $1.73 billion increase in receivables due to a higher level of net sales.

For 2017, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capital adjustments, which included a $1.65 billion of cash used for increasesincrease in receivables due to a higher level of net sales, $361 million of payments attributed to intercompany balances in connection with the Inotera Acquisition, and a $564 million of cash provided from increasesincrease in accounts payable and accrued expenses.

For 2016, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capital adjustments, which included a $465 million of cash provided from decreasesdecrease in receivables due to a lower level of net sales, offset by an increase of $549 million of cash used for net increases in inventories.

For 2015, cash provided by operating activities was due primarily to cash generated by operations and the effect of working capital adjustments, which included $393 of cash provided from decreases in receivables due to a lower level of net sales, offset by $691 million of cash used for reductions in accounts payable and accrued expenses.

Investing Activities: For 2018, net cash used for investing activities consisted primarily of $7.99 billion of expenditures for property, plant, and equipment (net of partner contributions), partially offset by $164 million of net inflows from sales, maturities, and purchases of available-for-sale securities.

For 2017, net cash used for investing activities consisted primarily of $4.73 billion of expenditures for property, plant, and equipment (which excludes offsets(net of amounts funded by our partners)partner contributions), $2.63 billion of net cash paid for the Inotera Acquisition (net of $361 million of payments attributed to intercompany balances with Inotera included in operating activities), and $269 million of net outflows from sales, maturities, and purchases of available-for-sale securities.

For 2016, net cash used for investing activities consisted primarily of $5.82$5.75 billion of expenditures for property, plant, and equipment (which excludes offsets(net of amounts funded by our partners)partner contributions) and $148 million for the acquisition of Tidal Systems, Ltd., partially offset by $2.66 billion of net inflows from sales, maturities, and purchases of available-for-sale securities.

For 2015, net cash used for investing activities consisted primarily of $4.02 billion of expenditures for property, plant, and equipment (which excludes offsets of amounts funded by our partners) and $2.14 billion of net outflows for purchases, sales, and maturities of available-for-sale securities.

Financing Activities: For 2018, net cash used for financing activities consisted primarily of cash payments to reduce our debt, including $9.42 billion to prepay or repurchase debt and settle conversions of notes and $774 million for scheduled repayment of other notes and capital leases. Cash used for financing activities was partially offset by net proceeds of $1.36 billion from the issuance of 34 million shares of our common stock for $41.00 per share in a public offering and $1.01 billion of proceeds from IMFT Member Debt.

For 2017, net cash provided by financing activities consisted primarily of $2.48 billion of net proceeds from the 2021 MSTW Term Loan, and $795 million of net proceeds from the 2021 MSAC Term Loan, partially offset by repurchases of $952 million in aggregate principal of our 2025 Notes and 2026 Notes for an aggregate of $1.00$1.63 billion in cash, redemption of $600 million principal amount of our 2022 Notes for $626 million in cash,to repurchase notes, repayments of $381 million of capital lease obligations, repayments of $550 million of other debt and convertible notes, and payments of $519 million on equipment purchase contracts.

For 2016, net cash provided by financing activities consisted primarily of $1.24$2.20 billion of proceeds (netfrom issuance of $13 million of issuance costs) from the 2023 Secured Notes, $734 million (net of $8 million of issuance costs and $8 million of original issue discount) from the 2022 Term Loan B,notes and $765 million from equipment sale-leaseback financing transactions, partially offset by repurchasesrepurchase of $870 million of repayments of debt and $125 million for the open-market repurchasesrepurchase of 7 million shares of our common stock.

For 2015, net cash used for financing activities consisted primarily of $2.33 billion for repayments of debt (including $932 million for the amount in excess of principal of our convertible notes), $831 million for the open-market repurchases of 42 million shares of our common stock, and $95 million of payments on equipment purchase contracts, partially offset by $1.98 billion in aggregate proceeds (net of $21 million of issuance costs) from our 5.25% senior notes due 2023 Notes, 2024 Notes, and 2026 Notes, $291 million of proceeds of sale-leaseback transactions, $125 million of proceeds from draws on our revolving credit facilities, and $87 million of net proceeds from term loans.

See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."



Potential Settlement Obligations of Convertible Notes

Since the closing price of our common stock exceeded 130% of the conversion price per share of all our convertible notes for at least 20 trading days in the 30 trading day period ended on September 30, 2017 exceeded 130% of the conversion price per share of our 2032 Notes and 2033 Notes,2018, holders may convert these notes through the calendar quarter ended December 31, 2017.2018. The following table summarizes the potential settlements that we could be required to make for the calendar quarter ending December 31, 20172018 if all holders converted their 2032 Notes and 2033 Notes.notes. The amounts in the table below are based on our closing share price of $31.97$52.76 as of August 31, 2017.30, 2018.
 Settlement Option for   If Settled With Minimum Cash Required Per the Terms If Settled Entirely With Cash Settlement Option   If Settled With Minimum Cash Required If Settled Entirely With Cash
 Principal Amount Amount in Excess of Principal Underlying Shares Cash Remainder in Shares  Principal Amount Amount in Excess of Principal Underlying Shares Cash Remainder in Shares 
2032C Notes Cash and/or shares Cash and/or shares 23
 $
 23
 $742
2032D Notes Cash and/or shares Cash and/or shares 18
 
 18
 567
 Cash and/or shares Cash and/or shares 14
 $
 14
 $758
2033E Notes(1)
 Cash Cash and/or shares 16
 204
 9
 425
2033F Notes Cash Cash and/or shares 27
 297
 18
 869
 Cash Cash and/or shares 10
 239
 5
 515
2043G Notes Cash and/or shares Cash and/or shares 35
 
 35
 1,843
 
 84
 $501
 68
 $2,603
 
 59
 $239
 54
 $3,116
(1)

As of August 30, 2018, convertible notes in the table above included an aggregate of $165 million for the settlement obligation (including principal and amounts in excess of principal) for conversions of 2033F Notes that will settle in cash in the first quarter of 2019.


In August 2017, holders of our 2033E Notes with an aggregate principal amount of $58 million converted their notes, which were settled in the first quarter of 2018. For converted notes with an aggregate principal amount of $16 million, we elected to settle the conversion obligation in excess of the principal amount in cash. We elected to settle the remaining notes with an aggregate principal amount of $42 million with a combination of cash for the principal amount and shares of our common stock for the remainder of the settlement amount. In the first quarter of 2018, we settled the conversions for $92 million in cash and 3 million shares of our treasury stock.

Contractual Obligations
 Payments Due by Period Payments Due by Period
As of August 31, 2017 Total Less than 1 year 1-3 years
 3-5 years
 More than 5 years
As of August 30, 2018 Total Less than 1 year 1-3 years
 3-5 years
 More than 5 years
Notes payable(1)(2)
 $12,611
 $1,037
 $3,625
 $3,050
 $4,899
 $4,705
 $592
 $609
 $853
 $2,651
Capital lease obligations(2)
 1,351
 401
 563
 159
 228
 965
 339
 331
 108
 187
Operating leases(3)
 154
 29
 51
 36
 38
 616
 37
 93
 95
 391
Purchase obligations(4)
 2,219
 1,895
 293
 9
 22
 3,350
 2,892
 385
 17
 56
Other long-term liabilities(5)
 860
 366
 447
 26
 21
 596
 375
 192
 10
 19
Total $17,195
 $3,728
 $4,979
 $3,280
 $5,208
 $10,232
 $4,235
 $1,610
 $1,083
 $3,304
(1) 
Amounts include MMJ Creditor Payments, convertible notes, and other notes.
(2) 
Amounts include principal and interest.
(3) 
Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.
(4) 
Purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity that meet any of the following criteria: (1) they are noncancelable, (2) we would incur a penalty if the agreement was canceled, or (3) we must make specified minimum payments even if we do not take delivery of the contracted products or services. If the obligation to purchase goods or services is noncancelable, the entire value of the contract was included in the above table. If the obligation is cancelable, but we would incur a penalty if canceled, only the dollar amount of the penalty was included as a purchase obligation. Contracted minimum amounts specified in any take-or-pay contracts were included in the above table as they represent the portion of each contract that is a firm commitment.
(5) 
Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheet, including $366$375 million for the current portion of these long-term liabilities. We are unable to reliably estimate the timing of future certain payments related to uncertain tax positions and deferred tax liabilities; therefore, the amount has been excluded from the preceding table. However, other noncurrent liabilities recorded on our consolidated balance sheet included these uncertain tax positions and deferred tax liabilities.

The expected timing of payment amounts of the obligations discussed above is estimated based on current information. Timing and actual amounts paid may differ depending onAny redemptions, repurchase,repurchases, or conversions of our debt could impact the amount and timing of receipt of goods or services, market prices, changes to agreed-upon amounts, or timing of certain events for some obligations.


The contractual obligations in the table above include the current portions of the related long-term obligations. All other current liabilities are excluded.our cash payments.


Off-Balance Sheet Arrangements

We entered intohave capped call transactions in connection with certain of our convertible notes andcalls which are intended to reduce the effect of potential dilution. The capped calls provide for our receipt of cash or shares, at our election, from our counterparties if the trading price of our stock is above strike prices on the expiration dates. As of August 31, 2017, the dollar value of cash or shares that we would receive from our outstanding capped calls upon their expiration dates range from $0, if the trading price of our stock is below strike prices for all of the capped calls at expiration, to $527 million, if the trading price of our stock is at or above the cap prices for all capped calls. Settlement of the capped calls prior to the expiration dates may be for an amount less than the maximum value at expiration. For further details of our capped call arrangements,dilution, see "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Micron Shareholders' Equity – Outstanding Capped Calls."

We have an ASR agreement with a financial institution to purchase $1.00 billion of our common stock in the first quarter of fiscal 2019. See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Micron Shareholders' Equity – Common Stock Repurchase Authorization – Accelerated Share Repurchase."


Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management's most difficult, subjective, or complex judgments.

Business acquisitions: Accounting for acquisitions requires us to estimate the fair value of consideration paid and the individual assets and liabilities acquired, which involves a number of judgments, assumptions, and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Accounting for acquisitions can also involve significant judgment to determine when control of the acquired entity is transferred. We typically obtain independent third party


valuation studies to assist in determining fair values, including assistance in determining future cash flows, discount rates, and comparable market values. The itemsItems involving significant assumptions, estimates, and judgments include the following:

Debt, including discount rate and timing of payments;
Deferred tax assets, including projections of future taxable income and tax rates;
Fair value of consideration paid or transferred;
Intangible assets, including valuation methodology, estimations of future revenue and costs, profit allocation rates attributable to the acquired technology, and discount rates;
Inventory, including estimated future selling prices, timing of product sales, and completion costs for work in process; and
Property, plant, and equipment, including determination of values in a continued-use model.

Consolidation: We have interests in entities that are VIEs. Determining whether to consolidate a VIE requires judgment in assessing whether an entity is a VIE and if we are the entity's primary beneficiary. If we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.

Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a liability and charge operations for the estimated costs of adjudication or settlement of asserted and unasserted claims existing as


of the balance sheet date. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods.

Goodwill and intangible assets: We test goodwill for impairment in the fourth quarter of our fiscal year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. For reporting units for which this assessment concludes that it is more likely than not that the fair value is more than its carrying value, goodwill is considered not impaired and we are not required to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events and factors affecting the fair value of the reporting unit. For reporting units for which this assessment concludes that it is more likely than not that the fair value is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting unit exceeds its fair value, then we would record an impairment loss up to the difference between the carrying value and implied fair value.

Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fair value of the reporting unit requires significant judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, forecasted manufacturing costs, and other expenses and are developed as part of our long-range planning process. The same estimates are used in business planning, forecasting, and capital budgeting as part of our long-term manufacturing capacity analysis. We test the reasonableness of the output of our long-range planning process by calculating an implied value per share and comparing that to current stock prices, analysts' consensus pricing, and management's expectations. These estimates and assumptions are used to calculate projected future cash flows for the reporting unit, which are discounted using a risk-adjusted rate to estimate a fair value. The discount rate requires determination of appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

We test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying value may not be recoverable by comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. We test intangible assets with indefinite lives annually for impairment using a fair value method such as discounted cash flows. Estimating fair values involves significant assumptions, including future sales prices, sales volumes, costs, and discount rates.



Income taxes:We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictions around the world. These estimates involve significant judgment and interpretations of regulations and are inherently complex. Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of anythe applicable fiscal year. We are also required to evaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which requires the assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability to generate future taxable income. In recent periods, our results of operations have benefitted from increases in the amount of deferred taxes we expect to realize, primarily from the levels of capital spending and increases in the amount of taxable income we expect to realize in Japan and Taiwan.the United States. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these and other jurisdictions. Such forecasts are inherently difficult and involve significant judgments including, among others, projecting future average selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and other factors that significantly impact our analyses of the amount of net deferred tax assets that are more likely than not to be realized.

Inventories: Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. Determining net realizable value of inventories involves significant judgments, including projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories. To project average selling prices and sales volumes, we review recent sales volumes, existing customer orders, current contract prices, industry analyses of supply and demand, seasonal factors, general economic trends, and other information. When these analyses reflect estimated net realizable values below our manufacturing costs, we record a charge to cost of goods sold in advance of when inventories are actually sold. Differences in forecasted average selling prices used in calculating lower of cost or net realizable value adjustments can result in significant changes in the estimated net realizable value of product inventories and accordingly the amount of write-down recorded. For example, a 5% variance in the estimated selling prices would have changed the estimated net realizable value of our inventory by approximately $439$577 million as of August 31, 2017.30, 2018. Due to the volatile nature of the semiconductor memory and storage markets, actual selling prices and


volumes often vary significantly from projected prices and volumes; as a result, the timing of when product costs are charged to operations can vary significantly.

U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizable values. The amount of any inventory write-down can vary significantly depending on the determination of inventory categories. InWe review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of average cost or net realizable value analysis and categorize inventories are primarily categorized as memory (including DRAM, NAND, and other memory) based on the major characteristics of product type and markets. The major characteristics we consider in determining inventory categories are product type and markets..

Property, plant, and equipment: We review the carrying value of property, plant, and equipment for impairment when events and circumstances indicate that the carrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected to result from its use and/or disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the estimated fair value of the assets. The estimate of future cash flows involves numerous assumptions which require significant judgment by us, including, but not limited to, future use of the assets for our operations versus sale or disposal of the assets, future selling prices for our products and future production and sales volumes. In addition, significant judgment is required in determining the groups of assets for which impairment tests are separately performed.

We periodically assess the estimated useful lives of our property, plant, and equipment. We revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciation costsexpense at the time by approximately $100 million per quarter in 2017.quarter. (See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies.")

Research and development: Costs related to the conceptual formulation and design of products and processes are expensed as R&D as incurred. Determining when product development is complete requires significant judgment by us. We deem development of a product complete once the product has been thoroughly reviewed and tested for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.

Stock-based compensation: Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense using the straight-line amortization method over the requisite service period. For performance-based stock awards, the expense recognized is dependent on our assessment of the likelihood of the performance measure being


achieved. We utilize forecasts of future performance to assess these probabilities and this assessment requires significant judgment.

Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires significant judgment, including estimating stock price volatility and expected option life. We develop these estimates based on historical data and market information which can change significantly over time. A small change in the estimates used can result in a relatively large change in the estimated valuation. We use the Black-Scholes option valuation model to value employee stock options.options and awards granted under our employee stock purchase plan ("ESPP"). We estimate stock price volatility based on an average of historical volatility and the implied volatility derived from traded options on our stock.


Recently Adopted Accounting Standards

See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."


Recently Issued Accounting Standards

See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Issued Accounting Standards."




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to interest rate risk related to our indebtedness and our investment portfolio. As of August 30, 2018 and August 31, 2017, and September 1, 2016, we had fixed-rate debt with fixed interest rates of $5.7$3.1 billion and $7.5$5.7 billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates. We estimate that, as of August 30, 2018 and August 31, 2017, and September 1, 2016, a decrease in market interest rates of 1% would increase the fair value of our fixed-rate debt by approximately $273$79 million and $420$273 million, respectively. As of August 30, 2018 and August 31, 2017, and September 1, 2016, we had variable-rate debt with variable interest rates of $4.2 billion$725 million and $1.0$4.2 billion, respectively. As of August 30, 2018 and August 31, 2017, and September 1, 2016, a 1% increase in the interest rates of our variable-rate debt would result in an increase in annual interest expense of approximately $7 million and $43 million, and $10 million per year, respectively.

As of August 31, 2017 and September 1, 2016, we held fixed-rate debt investment securities of $1.48 billion and $1.11 billion, respectively, which were subject to interest rate risk. We estimate that a 0.5% increase in market interest rates would decrease the fair value of these instruments by approximately $2 million as of August 31, 2017 and $1 million as of September 1, 2016.

Foreign Currency Exchange Rate Risk

The information in this section should be read in conjunction with the information related to changes in the currency exchange rates in "Part I – Item 1A. Risk Factors." Changes in currency exchange rates could materially adversely affect our results of operations or financial condition.

The functional currency for all of our operations is the U.S. dollar. The substantial majority of our sales are transacted in the U.S. dollar; however, significant amounts of our debt, operating expenditures, and capital purchases are incurred in or exposed to other currencies, primarily the euro, New Taiwan dollar, Singapore dollar, and yen. We have established currency risk management programs for our monetary assets and liabilities denominated in foreign currencies to hedge against fluctuations in the fair value and volatility of future cash flows caused by changes in currency exchange rates. We generally utilize currency forward contracts in these hedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements. We do not use derivative financial instruments for trading or speculative purposes.

Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $78 million as of August 30, 2018 and $391 million as of August 31, 2017 and $241 million as of September 1, 2016.2017. We hedge our exposure to changes in currency exchange rates by utilizing a rolling hedge strategy for our primary currency exposures with currency forward contracts that generally mature within nine months. In addition, we have entered into foreign currency forward contracts that mature in December 2017 and December 2018 to hedge our currency exchange rate risk on certain debt. The effectiveness of our hedges is dependent, among other factors, upon our ability to accurately forecast our monetary assets and liabilities. To hedge the exposure of changes in cash flows from changes in currency exchange rates for certain capital expenditures, we may utilize currency forward contracts that generally mature within 12 months. (See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Derivative Instruments.")


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

 Page
  
Consolidated Financial Statements as of August 30, 2018 and August 31, 2017 and September 1, 2016 and for the fiscal years ended August 30, 2018, August 31, 2017, and September 1, 2016 and September 3, 2015 
  
Consolidated Statements of Operations
  
Consolidated Statements of Comprehensive Income (Loss)
  
Consolidated Balance Sheets
  
Consolidated Statements of Changes in Equity
  
Consolidated Statements of Cash Flows
  
Notes to Consolidated Financial Statements
  
Report of Independent Registered Public Accounting Firm



MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share amounts)

For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
 August 30,
2018
 August 31,
2017
 September 1,
2016
Net sales $20,322
 $12,399
 $16,192
 $30,391
 $20,322
 $12,399
Cost of goods sold 11,886
 9,894
 10,977
 12,500
 11,886
 9,894
Gross margin 8,436
 2,505
 5,215
 17,891
 8,436
 2,505
            
Selling, general, and administrative 743
 659
 719
 813
 743
 659
Research and development 1,824
 1,617
 1,540
 2,141
 1,824
 1,617
Restructure and asset impairments 18
 67
 3
Other operating (income) expense, net (17) (6) (45) (57) 1
 61
Operating income 5,868
 168
 2,998
 14,994
 5,868
 168
            
Interest income 41
 42
 35
 120
 41
 42
Interest expense (601) (437) (371) (342) (601) (437)
Other non-operating income (expense), net (112) (54) (53) (465) (112) (54)
 5,196
 (281) 2,609
 14,307
 5,196
 (281)
            
Income tax (provision) benefit (114) (19) (157)
Income tax provision (168) (114) (19)
Equity in net income (loss) of equity method investees 8
 25
 447
 (1) 8
 25
Net income (loss) 5,090
 (275) 2,899
 14,138
 5,090
 (275)
            
Net (income) loss attributable to noncontrolling interests (1) (1) 
Net income attributable to noncontrolling interests (3) (1) (1)
Net income (loss) attributable to Micron $5,089
 $(276) $2,899
 $14,135
 $5,089
 $(276)
            
Earnings (loss) per share            
Basic $4.67
 $(0.27) $2.71
 $12.27
 $4.67
 $(0.27)
Diluted 4.41
 (0.27) 2.47
 11.51
 4.41
 (0.27)
            
Number of shares used in per share calculations            
Basic 1,089
 1,036
 1,070
 1,152
 1,089
 1,036
Diluted 1,154
 1,036
 1,170
 1,229
 1,154
 1,036

















See accompanying notes to consolidated financial statements.


MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)

For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
 August 30,
2018
 August 31,
2017
 September 1,
2016
Net income (loss) $5,090
 $(275) $2,899
 $14,138
 $5,090
 $(275)
            
Other comprehensive income (loss), net of tax            
Gains (losses) on derivative instruments (15) 15
 7
Pension liability adjustments (3) 1
 (9)
Unrealized gains (losses) on investments (2) 
 3
Foreign currency translation adjustments 48
 (49) (42) 1
 48
 (49)
Gain (loss) on derivatives, net 15
 7
 (18)
Pension liability adjustments 1
 (9) 20
Gain (loss) on investments, net 
 3
 (4)
Other comprehensive income (loss) 64
 (48) (44) (19) 64
 (48)
Total comprehensive income (loss) 5,154
 (323) 2,855
 14,119
 5,154
 (323)
Comprehensive (income) loss attributable to noncontrolling interests (1) (1) 1
Comprehensive (income) attributable to noncontrolling interests (3) (1) (1)
Comprehensive income (loss) attributable to Micron $5,153
 $(324) $2,856
 $14,116
 $5,153
 $(324)





































See accompanying notes to consolidated financial statements.


MICRON TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS
(in millions except par value amounts)

As of August 31,
2017
 September 1,
2016
 August 30,
2018
 August 31,
2017
Assets        
Cash and equivalents $5,109
 $4,140
 $6,506
 $5,109
Short-term investments 319
 258
 296
 319
Receivables 3,759
 2,068
 5,478
 3,759
Inventories 3,123
 2,889
 3,595
 3,123
Other current assets 147
 140
 164
 147
Total current assets 12,457
 9,495
 16,039
 12,457
Long-term marketable investments 617
 414
 473
 617
Property, plant, and equipment, net 19,431
 14,686
Equity method investments 16
 1,364
Intangible assets, net 387
 464
Property, plant, and equipment 23,672
 19,431
Intangible assets 331
 387
Deferred tax assets 766
 657
 1,022
 766
Goodwill 1,228
 104
 1,228
 1,228
Other noncurrent assets 434
 356
 611
 450
Total assets $35,336
 $27,540
 $43,376
 $35,336
        
Liabilities and equity        
Accounts payable and accrued expenses $3,664
 $3,879
 $4,611
 $3,664
Deferred income 408
 200
 284
 408
Current debt 1,262
 756
 859
 1,262
Total current liabilities 5,334
 4,835
 5,754
 5,334
Long-term debt 9,872
 9,154
 3,777
 9,872
Other noncurrent liabilities 639
 623
 581
 639
Total liabilities 15,845
 14,612
 10,112
 15,845
        
Commitments and contingencies 

 

 

 

        
Redeemable convertible notes 21
 
 3
 21
Redeemable noncontrolling interest 97
 
        
Micron shareholders' equity        
Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094 shares issued and 1,040 outstanding as of September 1, 2016) 112
 109
Common stock, $0.10 par value, 3,000 shares authorized, 1,170 shares issued and 1,161 outstanding (1,116 shares issued and 1,112 outstanding as of August 31, 2017) 117
 112
Additional capital 8,287
 7,736
 8,201
 8,287
Retained earnings 10,260
 5,299
 24,395
 10,260
Treasury stock, 4 shares held (54 shares as of September 1, 2016) (67) (1,029)
Accumulated other comprehensive income (loss) 29
 (35)
Treasury stock, 9 shares held (4 shares as of August 31, 2017) (429) (67)
Accumulated other comprehensive income 10
 29
Total Micron shareholders' equity 18,621
 12,080
 32,294
 18,621
Noncontrolling interests in subsidiaries 849
 848
 870
 849
Total equity 19,470
 12,928
 33,164
 19,470
Total liabilities and equity $35,336
 $27,540
 $43,376
 $35,336



See accompanying notes to consolidated financial statements.


MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)

 Micron Shareholders     Micron Shareholders    
 Common Stock Additional Capital Retained Earnings Treasury Stock 
Accumulated Other Comprehensive
Income (Loss)
 Total Micron Shareholders' Equity Noncontrolling Interests in Subsidiaries Total Equity Common Stock Additional Capital Retained Earnings Treasury Stock 
Accumulated Other Comprehensive
Income (Loss)
 Total Micron Shareholders' Equity Noncontrolling Interests in Subsidiaries Total Equity
 
Number
of Shares
 Amount  
Number
of Shares
 Amount 
Balance at August 28, 2014 1,073
 $107
 $7,868
 $2,729
 $
 $56
 $10,760
 $802
 $11,562
Net income       2,899
     2,899
 
 2,899
Other comprehensive income (loss), net           (43) (43) (1) (44)
Stock issued under stock plans 13
 1
 73
       74
   74
Stock-based compensation expense     168
       168
   168
Contributions from noncontrolling interests             
 142
 142
Distributions to noncontrolling interests             
 (6) (6)
Repurchase and retirement of stock (2) 
 (13) (40)     (53)   (53)
Repurchase of treasury stock         (831)   (831)   (831)
Settlement of capped calls     50
   (50)   
   
Reclassification of redeemable convertible notes, net     19
       19
   19
Conversion and repurchase of convertible notes     (691)       (691)   (691)
Balance at September 3, 2015 1,084
 $108
 $7,474
 $5,588
 $(881) $13
 $12,302
 $937
 $13,239
 1,084
 $108
 $7,474
 $5,588
 $(881) $13
 $12,302
 $937
 $13,239
Net income (loss)       (276)     (276) 1
 (275)       (276)     (276) 1
 (275)
Other comprehensive income (loss), net           (48) (48) 
 (48)           (48) (48) 
 (48)
Stock issued under stock plans 11
 1
 47
       48
   48
 11
 1
 47
       48
   48
Stock-based compensation expense     191
       191
   191
     191
       191
   191
Contributions from noncontrolling interests             
 37
 37
             
 37
 37
Distributions to noncontrolling interests             
 (34) (34)             
 (34) (34)
Acquisitions of noncontrolling interests             
 (93) (93)             
 (93) (93)
Repurchase and retirement of stock (1) 
 (10) (13)     (23)   (23) (1) 
 (10) (13)     (23)   (23)
Repurchase of treasury stock         (125)   (125)   (125)         (125)   (125)   (125)
Settlement of capped calls     23
   (23)   
   
     23
   (23)   
   
Reclassification of redeemable convertible notes, net     49
       49
   49
     49
       49
   49
Conversion and repurchase of convertible notes     (38)       (38)   (38)     (38)       (38)   (38)
Balance at September 1, 2016 1,094
 $109
 $7,736
 $5,299
 $(1,029) $(35) $12,080
 $848
 $12,928
 1,094
 $109
 $7,736
 $5,299
 $(1,029) $(35) $12,080
 $848
 $12,928
Net income       5,089
     5,089
 1
 5,090
       5,089
     5,089
 1
 5,090
Other comprehensive income (loss), net           64
 64
 
 64
           64
 64
 
 64
Stock issued under stock plans 20
 3
 139
       142
   142
 20
 3
 139
       142
   142
Stock-based compensation expense     217
 (2)     215
   215
     217
 (2)     215
   215
Repurchase and retirement of stock (2) 
 (13) (22) 

   (35)   (35) (2) 
 (13) (22) 

   (35)   (35)
Stock issued to Nanya for Inotera Acquisition 4
 
 70
 (104) 1,029
   995
   995
 4
 
 70
 (104) 1,029
   995
   995
Settlement of capped calls     192
   (67)   125
   125
     192
   (67)   125
   125
Reclassification of redeemable convertible notes, net     (21)       (21)   (21)     (21)       (21)   (21)
Conversion and repurchase of convertible notes     (33)       (33)   (33)     (33)       (33)   (33)
Balance at August 31, 2017 1,116
 $112
 $8,287
 $10,260
 $(67) $29
 $18,621
 $849
 $19,470
 1,116
 $112
 $8,287
 $10,260
 $(67) $29
 $18,621
 $849
 $19,470
Net income       14,135
     14,135
 3
 14,138
Other comprehensive income (loss), net           (19) (19) 
 (19)
Stock issued in public offering 34
 3
 1,363
       1,366
   1,366
Stock issued under stock plans 22
 2
 287
       289
   289
Stock-based compensation expense     198
       198
   198
Contributions from noncontrolling interests             
 18
 18
Repurchase and retirement of stock (2) 
 (71)       (71)   (71)
Settlement of capped calls     429
   (429)   
   
Reclassification of redeemable convertible notes, net     18
       18
   18
Conversion and repurchase of convertible notes     (2,310)   67
   (2,243)   (2,243)
Balance at August 30, 2018 1,170
 $117
 $8,201
 $24,395
 $(429) $10
 $32,294
 $870
 $33,164



See accompanying notes to consolidated financial statements.


MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
 August 30,
2018
 August 31,
2017
 September 1,
2016
Cash flows from operating activities            
Net income (loss) $5,090
 $(275) $2,899
 $14,138
 $5,090
 $(275)
Adjustments to reconcile net income (loss) to net cash provided by operating activities  
  
    
  
  
Depreciation expense and amortization of intangible assets 3,861
 2,980
 2,667
 4,759
 3,861
 2,980
Amortization of debt discount and other costs 125
 126
 138
 101
 125
 126
Loss on debt prepayments, repurchases, and conversions 385
 99
 4
Stock-based compensation 215
 191
 168
 198
 215
 191
Loss on debt repurchases and conversions 99
 4
 49
Gain on remeasurement of previously-held equity interest in Inotera (71) 
 
 
 (71) 
Equity in net (income) loss of equity method investees (8) (25) (447)
Change in operating assets and liabilities  
  
    
  
  
Receivables (1,651) 465
 393
 (1,734) (1,651) 465
Inventories 50
 (549) 116
 (472) 50
 (549)
Accounts payable and accrued expenses 564
 272
 (691) 549
 564
 272
Payments attributed to intercompany balances with Inotera (361) 
 
 
 (361) 
Deferred income 218
 (6) (105)
Deferred income taxes, net (265) (22) (15)
Other 22
 (15) 21
 (259) 254
 (31)
Net cash provided by operating activities 8,153
 3,168
 5,208
 17,400
 8,153
 3,168
            
Cash flows from investing activities  
  
    
  
  
Expenditures for property, plant, and equipment (4,734) (5,817) (4,021) (8,879) (4,734) (5,817)
Acquisition of Inotera (2,634) 
 
Purchases of available-for-sale securities (1,239) (1,026) (4,392) (760) (1,239) (1,026)
Payments to settle hedging activities (274) (152) (132) (185) (274) (152)
Proceeds from sales and maturities of available-for-sale securities 970
 3,690
 2,248
Acquisition of Inotera 
 (2,634) 
Proceeds from sales of available-for-sale securities 604
 776
 2,314
Proceeds from government incentives 355
 21
 16
Proceeds from maturities of available-for-sale securities 320
 194
 1,376
Proceeds from settlement of hedging activities 184
 335
 56
 163
 184
 335
Other 190
 (74) 25
 166
 169
 (90)
Net cash provided by (used for) investing activities (7,537) (3,044) (6,216) (8,216) (7,537) (3,044)
            
Cash flows from financing activities  
  
    
  
  
Proceeds from issuance of debt 3,311
 2,199
 2,212
Proceeds from issuance of stock under equity plans 142
 48
 74
Proceeds from equipment sale-leaseback transactions 
 765
 291
Repayments of debt (2,558) (870) (2,329) (10,194) (2,558) (870)
Payments on equipment purchase contracts (519) (46) (95) (206) (519) (46)
Cash paid to acquire treasury stock (35) (148) (884)
Proceeds from issuance of stock 1,655
 142
 48
Proceeds from issuance of debt 1,009
 3,311
 2,199
Proceeds from equipment sale-leaseback transactions 
 
 765
Other 8
 (203) 13
 (40) (27) (351)
Net cash provided by (used for) financing activities 349
 1,745
 (718) (7,776) 349
 1,745
            
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash (12) 19
 (133) (37) (12) 19
            
Net increase (decrease) in cash, cash equivalents, and restricted cash 953
 1,888
 (1,859)
Net increase in cash, cash equivalents, and restricted cash 1,371
 953
 1,888
Cash, cash equivalents, and restricted cash at beginning of period 4,263
 2,375
 4,234
 5,216
 4,263
 2,375
Cash, cash equivalents, and restricted cash at end of period $5,216
 $4,263
 $2,375
 $6,587
 $5,216
 $4,263
            
Supplemental disclosures  
  
    
  
  
Income taxes paid, net $(99) $(90) $(63) $(226) $(99) $(90)
Interest paid, net of amounts capitalized (468) (267) (226) (312) (468) (267)
Noncash investing and financing activity            
Equipment acquisitions on contracts payable and capital leases 813
 993
 345
 84
 813
 993

See accompanying notes to consolidated financial statements.


MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All tabular amounts in millions except per share amounts)

Significant Accounting Policies

Basis of Presentation: Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions. Through our global brands – Micron, Crucial, and Ballistix – our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, NOR Flash, and 3D XPoint memory, is transforming how the world uses information to enrich life. Backed by more than 3540 years of technology leadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, machine learning, and autonomous vehicles, in key market segments like cloud, data center, networking, and mobile. The accompanying consolidated financial statements include the accounts of Micron and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2018, 2017, and 2016 each contained 52 weeks and fiscal year 2015 contained 53 weeks. All period references are to our fiscal periods unless otherwise indicated.

Derivative and Hedging Instruments: We use derivative instruments to manage our exposure to changes in currency exchange rates from (1) our monetary assets and liabilities denominated in currencies other than the U.S. dollar and (2) forecasted cash flows for certain capital expenditures. Derivative instruments are measured at their fair values and recognized as either assets or liabilities. The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated as hedges for hedge accounting, purposes, gains or losses from changes in fair values are recognized in other non-operating income (expense).

For derivative forward contractsinstruments designated as cash-flowcash flow hedges, we exclude changes in the time value from the effectiveness assessment. The effective portion of the gainrealized and unrealized gains or losslosses on derivatives is included as a component of accumulated other comprehensive income (loss) and the ineffective or excluded portion of the gain or loss is included in other non-operating income (expense).income. Amounts in accumulated other comprehensive income (loss) from these cash flow hedges are reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. EffectivenessFor the periods presented prior to the second quarter of 2018, the ineffective and excluded portion of the realized and unrealized gain or loss was included in other non-operating income (expense). As a result of adopting Accounting Standards Update ("ASU") 2017-12, beginning in the second quarter of 2018, such amounts are included in the same line item in which the underlying transactions affect earnings.

For derivative forward contracts designated as fair value hedges, hedge effectiveness is measureddetermined by comparing the cumulative change in the fair value of the hedge contract with the cumulative change in the forecasted cash flowsundiscounted spot rate of the hedged item.forward contract. The changes in fair values of hedge instruments attributed to changes in undiscounted spot rates are recognized in other non-operating income (expense). The time value associated with hedge instruments is excluded from the assessment of the effectiveness of hedges and is recognized on a straight-line basis over the life of hedges to other non-operating income (expense).

We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions. These master netting arrangements allow us and our counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net basis.

Financial Instruments: Cash equivalents include highly liquid short-term investments with original maturities to us of three months or less that are readily convertible to known amounts of cash. Other investments with remaining maturities of less than one year are included in short-term investments. Investments with remaining maturities greater than one year are included in long-term marketable investments. The carrying value of investment securities sold is determined using the specific identification method.

Functional Currency: The U.S. dollar is the functional currency for us and all of our consolidated subsidiaries.

Goodwill and Non-Amortizing Intangible Assets: We perform an annual impairment assessment for goodwill and non-amortizing intangible assets in the fourth quarter of our fiscal year.



Government Incentives: We receive incentives from governmental entities related to expenses, assets, and other activities. Our government incentives may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained. Government incentives are recorded in the financial statements in accordance with their purpose: as a reduction of expenses, a reduction of asset costs, or other income. Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred. Incentives related to the acquisition or construction of fixed assets are recognized as a reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of the assets. Other incentives are recognized as other operating income. Government incentives received prior to being earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables. Cash received from government incentives related to operating expenses are included as an operating activity in the statement of cash flows, whereas cash received from incentives related to the acquisition of property, plant, and equipment are included as an investing activity.

Inventories: Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. Determining net realizable value of inventories involves numerous judgments, including projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories. When net realizable value is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. InWe review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of average cost or net realizable value analysis and categorize inventories are primarily categorized as memory (including DRAM, NAND, and other memory) based on the major characteristics of product type and markets.. We remove amounts from inventory and charge such amounts to cost of goods sold on an average cost basis.



Product and Process Technology: Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) maintain patent technology, are capitalized and amortized on a straight-line basis over periods ranging up to 12.5 years. We capitalize a portion of the costs incurred to patent technology based on historical data of patents issued as a percent of patents we file. Capitalized product and process technology costs are amortized over the shorter of (1) the estimated useful life of the technology, (2) the patent term, or (3) the term of the technology agreement. Fully-amortized assets are removed from product and process technology and accumulated amortization.

Product Warranty: We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms and conditions. Our warranty obligations are not material.

Property, Plant, and Equipment: Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally 10 to 30 years for buildings, 5 to 7 years for equipment, and 3 to 5 years for software. Assets held for sale are carried at the lower of cost or estimated fair value and are included in other noncurrent assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and we recognize any gain or loss in our results of operations.

We capitalize interest on borrowings during the period of time we carry out the activities necessary to bring assets to the condition of their intended use and location. Capitalized interest becomes part of the cost and amortized over the useful lives of the assets.

We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, we identified factors suchrevised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years as a result of the lengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, and industry trends. As a result, we revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciation costsexpense at the time by approximately $100 million per quarter in 2017.quarter.

Research and Development: Costs related to the conceptual formulation and design of products and processes are expensed ascharged to R&D expense as incurred. Development of a product is deemed complete when it is qualified through thorough reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold. Product design and other R&D costs for certain technologies may be shared with a development partner. Amounts receivable from cost-sharing arrangements are reflected as a reduction of R&D expense.

Revenue Recognition: We recognize product or license revenue when persuasive evidence that a sales arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured, which is generally at the time


of shipment to our customers. If we are unable to reasonably estimate returns or the price is not fixed or determinable, sales made under agreements allowing rights of return or price protection are deferred until customers have resold the product. Revenue recognized upon resale by our customers under these arrangements was 20%, 25%, and 21% of our consolidated revenue for 2017, 2016, and 2015, respectively.

Stock-based Compensation: Stock-based compensation is measured at the grant date, based on the fair value of the award, and recognized as expense under the straight-line attribution method over the requisite service period. We account for forfeitures as they occur. We issue new shares upon the exercise of stock options or conversion of share units.

Treasury Stock: Treasury stock is carried at cost. When we retire our treasury stock, any excess of the repurchase price paid over par value is allocated between additional capital and retained earnings.

Use of Estimates: The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may differ under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Actual results could differ from estimates.




Variable Interest Entities

We have interests in entities that are VIEs. If we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.

Unconsolidated VIEs

Inotera: Prior to our acquisition of the remaining interest in Inotera on December 6, 2016, Inotera was a VIE because of the terms of its supply agreement with us. We had previously determined that we did not have the power to direct the activities of Inotera that most significantly impacted its economic performance, primarily due to limitations on our governance rights that required the consent of other parties for key operating decisions and due to Inotera's dependence on Nanya for financing and the ability of Inotera to operate in Taiwan. Therefore, we did not consolidate Inotera and we accounted for our interest under the equity method. (See "Acquisition of Inotera" and "Equity Method Investments – Inotera" notes.)

PTI Xi'an: Powertech Technology Inc. Xi'an ("PTI Xi'an") is a wholly-owned subsidiary of Powertech Technology Inc. ("PTI") and was created to provide assembly services to us at our manufacturing site in Xi'an, China. In connection therewith, we had capital lease obligations of $80 million and net property, plant, and equipment of $76 million as of August 31, 2017. We do not have an equity interest in PTI Xi'an. PTI Xi'an is a VIE because of the terms of its service agreement with us and its dependency on PTI to finance its operations. We have determined that we do not have the power to direct the activities of PTI Xi'an that most significantly impact its economic performance, primarily because we have no governance rights. Therefore, we do not consolidate PTI Xi'an. In connection with our assembly services with PTI, we had capital lease obligations and net property, plant, and equipment of $63 million and $63 million, respectively, as of August 30, 2018 and $80 million and $76 million, respectively, as of August 31, 2017.

Consolidated VIE

IMFT: IMFT is a VIE because all of its costs are passed to us and its other member, Intel, through product purchase agreements and because IMFT is dependent upon us or Intel for additional cash requirements. The primary activities of IMFT are driven by the constant introduction of product and process technology. Because we perform a significant majority of the technology development, we have the power to direct its key activities. In addition, IMFT manufactures certain products exclusively for us using our product designs. We consolidate IMFT because we have the power to direct the activities of IMFT that most significantly impact its economic performance and because we have the obligation to absorb losses and the right to receive benefits from IMFT that could potentially be significant to it. (See "Equity – Noncontrolling Interests in Subsidiaries – IMFT" note.)


Recently Adopted Accounting Standards

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 – Simplifying the Test for Goodwill Impairment, which modified the goodwill impairment test and required an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeded its fair value. We adopted this ASU as of the beginning of the fourth quarter of 2017 in connection with our annual impairment test. The adoption of the ASU did not have a material impact on our financial statements.

In November 2016, the FASB issued ASU 2016-18 – Restricted Cash, which required amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. We adopted this ASU in the fourth quarter of 2017 on a retrospective basis. As of September 1, 2016, September 3, 2015, and August 28, 2014, restricted cash was $123 million, $88 million, and $84 million, respectively. The adoption of this ASU did not have a material impact on our cash flows.

In March 2016, the FASB issued ASU 2016-09 – Improvements to Employee Share-Based Payment Accounting, which simplified several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification within the statement of cash flows. We adopted this ASU as of the beginning of the first quarter of 2017 and elected to account for forfeitures when they occur, on a


modified retrospective basis. At the time of adoption in the first quarter of 2017, we recognized deferred tax assets of $325 million for the excess tax benefits that arose directly from tax deductions related to equity compensation greater than amounts recognized for financial reporting and also recognized an increase of an equal amount in the valuation allowance against those deferred tax assets. The adoption did not have any other material impacts on our financial statements.

In April 2015, the FASB issued ASU 2015-05 – Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which provided additional guidance to customers about whether a cloud computing arrangement includes a software license. Under ASU 2015-05, cloud computing arrangements that contain a software license should be accounted for in a manner consistent with the acquisition of other software licenses, otherwise customers should account for the arrangement as a service contract. ASU 2015-05 also removed the requirement to analogize to ASC 840-10 – Leases, to determine the asset acquired in a software licensing arrangement. We adopted this ASU as of the beginning of the first quarter of 2017 on a prospective basis. The adoption of this ASU did not have a material impact on our financial statements.

In February 2015, the FASB issued ASU 2015-02 – Amendments to the Consolidation Analysis, which amended the consolidation requirements in Accounting Standards Codification 810 – Consolidation. ASU 2015-02 made targeted amendments to the consolidation guidance for VIEs. We adopted this ASU as of the beginning of the first quarter of 2017 under a modified-retrospective approach. The adoption of this ASU did not have an impact on our financial statements.


Recently Issued Accounting Standards

In October 2016, the FASBFinancial Accounting Standards Board ("FASB") issued ASU 2016-16 – Intra-Entity Transfers Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This ASU will be effective for us in the first quarter of 2019 with early adoption permitted and requires modified retrospective adoption. We are evaluatingdo not anticipate the timing and effects of our adoption of this ASU onwill have a material impact to our financial statements.



In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments, which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. This ASU will be effective for us in the first quarter of 2021 with adoption permitted as early as the first quarter of 2020. This ASU requires modified retrospective adoption, with prospective adoption for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are evaluating the timing and effects of our adoption of this ASU on our financial statements.

In February 2016, the FASB issued ASU 2016-02 – Leases, which amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of- use asset and corresponding liability, measured at the present value of the lease payments. This ASU, as amended, will be effective for us in the first quarter of 2020 with early adoption permitted and requiresallows for either a modified retrospective adoption or a retrospective adoption by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of this ASU will result in an increase to our consolidated balance sheets for these right-of-use assets and corresponding liabilities. We are evaluating the timing and other effects of our adoption of this ASU on our financial statements.

In January 2016, the FASB issued ASU 2016-01 – Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. This ASU will be effective for us in the first quarter of 2019 and requires modified retrospective adoption. Weadoption, with prospective adoption for amendments related to equity securities without readily determinable fair values. Our assets and liabilities subject to this standard are evaluating the effects of our adoption of this ASU on our financial statements.not material.

In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principal of this ASU, as amended, is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. We are required to adopt thisThis ASU is effective for us in the first quarter of 2019 with adoption permitted as early asand we expect to elect the first quarter of 2018. This ASU allows for either full retrospective or modified retrospective adoption. We expect that, asadoption method.

As a result of the adoption of this ASU, the timing of recognizingwe will recognize revenue from sales of products to our distributors under


(which generally have agreements allowing rights of return or price protection will beprotection) at the time control transfers to our distributors, which is generally earlier than recognizing revenue only upon resale by our distributors under the existing revenue recognition guidance. Revenue recognized upon resale by our customersdistributors under these arrangements was 20%19%, 25%20%, and 21%25% of our consolidated revenue for the 2018, 2017, and 2016, and 2015, respectively. After adoption, the impactAs of this change in any reporting period would be the net effect of changesAugust 30, 2018, deferred income related to revenue recognized as of the beginning and end of each period. We are evaluating the timing, method, and other effects of our distributor sales was $232 million. Upon adoption of this ASU, onamounts deferred related to our financial statements.sales to distributors, net of estimated price adjustments, will be recognized as an increase to retained earnings, net of taxes. We will also reclassify certain allowances from accounts receivable to accounts payable and accrued expenses in connection with new presentation requirements of this ASU. The tax effects of the adoption of this ASU will be recorded primarily as a reduction of net deferred tax assets.


Acquisition of Inotera

Through December 6, 2016, we held a 33% ownership interest in Inotera, now known as Micron Technology Taiwan, Inc. ("MTTW"),MTTW, Nanya and certain of its affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the 67% remaining interest in Inotera not owned by us (the "Inotera Acquisition") and began consolidating Inotera's operating results. The cash paid for the Inotera Acquisition was funded, in part, with proceeds from the 2021 MSTW Term Loan and the sale of the Micron Shares (as defined below) to Nanya. Inotera manufactures DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements. SG&A expenses for 2017 and 2016 included transaction costs of $13 million and $3 million, respectively, incurred in connection with the Inotera Acquisition.



In connection with the Inotera Acquisition, we revalued our previously-held 33% equity interest to its fair value. In determining the fair value, we used various valuation techniques, including the share price of Inotera prior to the announcement of the Inotera Acquisition and discounted cash flow projections using inputs including discount rate and terminal growth rate (Level 3). As a result, we recognized a non-operating gain of $71 million in 2017.

In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya (the "Micron Shares") and received cash proceeds of $986 million. Because the sale of the Micron Shares to Nanya was contemporaneous with, and contingent upon, the closing of the Inotera Acquisition, the issuance of the Micron Shares was treated in purchase accounting as a non-cash exchange for a portion of the shares of Inotera held by Nanya. The Micron Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and arewere subject to certain restrictions on transfers.transfers at the time of sale. To reflect the lack of transferability, the fair value of the Micron Shares (based on the trading price of our common stock on the acquisition date) was reduced by a discount of $81 million, based on the implied volatility derived from traded options on our stock and on the duration of the lack of transferability (Level 2).



We provisionally estimated the fair value of the Inotera assets acquired and liabilities assumed as of the December 6, 2016 acquisition date. In 2017, we incorporated additional information in our analysis about facts and circumstances that existed as of the acquisition date and adjusted our provisional values, which resulted in a decrease in the amount of purchase price allocated to property, plant, and equipment of $59 million and increases in the amounts allocated to other noncurrent assets of $13 million, deferred income taxes of $8 million, and goodwill of $38 million. The allocation of purchase price to assets acquired and liabilities assumed of Inotera could further change as additional information becomes available. The consideration and provisional valuation of assets acquired and liabilities assumed, as adjusted in 2017, werewas as follows:
Consideration  
Cash paid for Inotera Acquisition $4,099
Less cash received from sale of Micron Shares (986)
Net cash paid for Inotera Acquisition 3,113
Fair value of our previously-held equity interest in Inotera 1,441
Fair value of Micron Shares exchanged for Inotera shares 995
Other 3
Payments attributed to intercompany balances with Inotera (361)
  $5,191
   
Assets acquired and liabilities assumed  
Cash and equivalents $118
Inventories 285
Other current assets 27
Property, plant, and equipment 3,722
Deferred tax assets 82
Goodwill 1,124
Other noncurrent assets 130
Accounts payable and accrued expenses (232)
Debt (56)
Other noncurrent liabilities (9)
  $5,191

The Inotera Acquisition enhances our flexibility to drive new technology, optimize the deployment of capital, and adapt our product offerings to changes in market conditions. As a result of these synergies, we allocated goodwill of $829 million, $198 million, and $97 million to CNBU, MBU, and EBU, respectively. Goodwill resulting from the Inotera Acquisition is not deductible for Taiwan corporate income tax purposes; however, it is deductible for Taiwan surtax purposes.



Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations as if the Inotera Acquisition had occurred on September 4, 2015. The pro forma financial information includes the accounting effects of the business combination, including adjustments for depreciation of property, plant, and equipment, interest expense, elimination of intercompany activities, and revaluation of inventories. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Inotera Acquisition occurred on September 4, 2015.
 Year ended Year ended
 August 31,
2017
 September 1,
2016
 August 31,
2017
 September 1,
2016
Net sales $20,317
 $12,341
 $20,317
 $12,341
Net income (loss) 5,172
 (543) 5,172
 (543)
Net income (loss) attributable to Micron 5,171
 (544) 5,171
 (544)
Earnings (loss) per share        
Basic 4.68
 (0.50) 4.68
 (0.50)
Diluted 4.42
 (0.50) 4.42
 (0.50)
 
The unaudited pro forma financial information for 2017 includes our results for the year ended August 31, 2017 (which includes the results of Inotera since our acquisition of Inotera on December 6, 2016), the results of Inotera for the three months ended November 30, 2016, and the adjustments described above. The pro forma information for 2016 includes our results for the year ended September 1, 2016, the results of Inotera for the twelve months ended August 31, 2016, and the adjustments described above.

Technology Transfer and License Agreements with Nanya

Effective December 6, 2016, under the terms of technology transfer and license agreements provided Nanya haswith options to require us to transfer to Nanya certain technology for Nanya's use and deliverables related to the next DRAM process node generation after our 20nm process node (the "1X Process Node") and the next DRAM process node generation after the 1X Process Node. UnderNode (the "1Y Process Node"). Nanya's option for the terms of1X Process Node expired unexercised. If Nanya exercises its right for the agreements,1Y Process Node, Nanya would pay us royalties to us for a license to the transferred technologies1Y Process Node technology based on revenues from products utilizing the technologies,technology, subject to specified caps, and we would also receive an equity interest in Nanya upon the achievement of certain milestones.




Cash and Investments

Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:
As of 2017 2016 2018 2017
 Cash and Equivalents Short-term Investments 
Long-term Marketable Investments(1)
 Total Fair Value Cash and Equivalents Short-term Investments 
Long-term Marketable Investments(1)
 Total Fair Value Cash and Equivalents Short-term Investments 
Long-term Marketable Investments(1)
 Total Fair Value Cash and Equivalents Short-term Investments 
Long-term Marketable Investments(1)
 Total Fair Value
Cash $2,237
 $
 $
 $2,237
 $2,258
 $
 $
 $2,258
 $3,223
 $
 $
 $3,223
 $2,237
 $
 $
 $2,237
Level 1(2)
                                
Money market funds 2,332
 
 
 2,332
 1,507
 
 
 1,507
 2,443
 
 
 2,443
 2,332
 
 
 2,332
Level 2(3)
                                
Corporate bonds 3
 172
 272
 447
 
 193
 315
 508
Certificates of deposit 483
 24
 3
 510
 373
 33
 
 406
 806
 11
 2
 819
 483
 24
 3
 510
Corporate bonds 
 193
 315
 508
 
 142
 235
 377
Government securities 1
 90
 126
 217
 2
 62
 82
 146
 5
 63
 103
 171
 1
 90
 126
 217
Asset-backed securities 
 2
 173
 175
 
 12
 97
 109
 
 34
 96
 130
 
 2
 173
 175
Commercial paper 56
 10
 
 66
 
 9
 
 9
 26
 16
 
 42
 56
 10
 
 66
 5,109
 $319
 $617
 $6,045
 4,140
 $258
 $414
 $4,812
 6,506
 $296
 $473
 $7,275
 5,109
 $319
 $617
 $6,045
Restricted cash(4)
 107
       123
       81
       107
      
Cash, cash equivalents, and restricted cash $5,216
       $4,263
       $6,587
       $5,216
      
(1) 
The maturities of long-term marketable securities range from one to four years.
(2) 
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3) 
The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of August 30, 2018 or August 31, 2017 or September 1, 2016.2017.
(4) 
Restricted cash is included in other noncurrent assets and generally representsincluded balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan.Payments. The restrictions on the MMJ Creditor Payments lapse upon approval by the trustees and/or JapanTokyo District Court. The restrictions on theRestricted cash as of August 31, 2017 also included interest reserve balances lapserelated to our 2021 MSTW Term Loan, which were released in proportion to the reduction2018 in the amountconnection with our prepayment of interest expected to be paid under the 2021 MSTW Term Loan for the subsequent six months.Loan. (See "Debt" note.)

Proceeds from sales of available-for-sale securities for 2017, 2016, and 2015 were $776 million, $2.31 billion, and $1.49 billion, respectively. Gross realized gains and losses from sales of available-for-sale securities were not material for any period


presented. As of August 31, 2017,30, 2018, there were no available-for-sale securities that had been in a loss position for longer than 12 months.


Receivables

As of 2017 2016 2018 2017
Trade receivables $3,490
 $1,765
 $5,056
 $3,490
Income and other taxes 100
 119
 161
 100
Other 169
 184
 261
 169
 $3,759
 $2,068
 $5,478
 $3,759




Inventories

As of 2017 2016 2018 2017
Finished goods $856
 $899
 $815
 $856
Work in process 1,968
 1,761
 2,357
 1,968
Raw materials and supplies 299
 229
 423
 299
 $3,123
 $2,889
 $3,595
 $3,123


Property, Plant, and Equipment

As of 2017 2016 2018 2017
Land $345
 $145
 $345
 $345
Buildings (includes $475 and $347, respectively, under capital leases) 7,958
 6,653
Equipment(1) (includes $1,331 and $1,374, respectively, under capital leases)
 32,187
 25,910
Buildings (includes $483 and $475, respectively, under capital leases) 8,680
 7,958
Equipment(1) (includes $1,336 and $1,331, respectively, under capital leases)
 38,249
 32,187
Construction in progress(2)
 499
 475
 1,162
 499
Software 544
 422
 655
 544
 41,533
 33,605
 49,091
 41,533
Accumulated depreciation (includes $626 and $492, respectively, under capital leases) (22,102) (18,919)
Accumulated depreciation (includes $868 and $626, respectively, under capital leases) (25,419) (22,102)
 $19,431
 $14,686
 $23,672
 $19,431
(1) 
Included costs related to equipment not placed into service of $1.73 billion and $994 million, and $1.47 billion, as of August 30, 2018 and August 31, 2017, and September 1, 2016, respectively.
(2) 
Included building-related construction and tool installation costs for assets not placed into service.

Depreciation expense was $3.764.66 billion, $2.863.76 billion, and $2.552.86 billion for 20172018, 20162017, and 20152016, respectively. As of August 31, 2017,30, 2018, production equipment, buildings, and land with an aggregate carrying value of $6.14$2.33 billion were pledged as collateral under various notes payable. Interest capitalized as part of the cost of property, plant, and equipment was $44 million, $7 million, and $43 million for 2018, 2017, and $20 million for 2017, 2016, and 2015, respectively. In the fourth quarter of 2016, we revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years, which reduced depreciation costs by approximately $100 million per quarter in 2017.




Equity Method Investments

As of 2017 2016
  Investment Balance Ownership Percentage Investment Balance Ownership Percentage
Inotera $
 % $1,314
 33%
Tera Probe 
 % 36
 40%
Other 16
 Various
 14
 Various
  $16
  
 $1,364
  

Equity in net income (loss) of equity method investees, net of tax, included the following:
For the year ended 2017 2016 2015
Inotera $9
 $32
 $445
Tera Probe (3) (11) 1
Other 2
 4
 1
  $8
 $25
 $447

The summarized financial information in the tables below reflects aggregate amounts for our equity method investees. Financial information is presented for equity method investments as of the respective dates and for the periods through which we recorded our proportionate share of each investee's results of operations. Summarized results of operations are presented only for the periods subsequent to the acquisition, or through the disposition of, our ownership interests.
As of 2017 2016
Current assets $107
 $1,222
Noncurrent assets 256
 4,294
Current liabilities 19
 604
Noncurrent liabilities 66
 411
For the year ended 2017 2016 2015
Net sales $557
 $1,671
 $2,647
Gross margin 82
 155
 1,253
Operating income 126
 199
 1,191
Net income 76
 184
 1,361
For the year ended 2018 2017 2016
Inotera $
 $9
 $32
Tera Probe 
 (3) (11)
Other (1) 2
 4
  $(1) $8
 $25

Inotera

We held a 33% interest in Inotera, a Taiwan DRAM memory company, through December 6, 2016, at which time we acquired the remaining 67% interest in Inotera. Historically, we accounted for our interest in Inotera on a two-month lag under the equity method. As a result of the Inotera Acquisition, we account for Inotera without a lag, consistent with our other wholly-owned subsidiaries.

From January 2013 through December 2015, we purchased all of Inotera's DRAM output under supply agreements at prices reflecting discounts from market prices for our comparable components. After December 2015 and until our acquisition of the remaining interest in Inotera, the price for DRAM products purchased by us was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million $1.43 billion and $2.37$1.43 billion of DRAM products in 2017 through the date of our acquisition 2016, and 20152016, respectively. In 2016, we manufactured and sold specialized equipment to Inotera and recognized net sales of $55 million and margin of $16 million.



Tera Probe

In 2017, we sold our 40% interest in Tera Probe, which provided semiconductor wafer testing and probe services to us, in a transaction that included the sale of our assembly and test facility located in Akita, Japan. (See "Restructure and Asset Impairments" note.) In 2017 2016, and 2015,2016, we recorded impairment charges of $16 million $25 million, and $10$25 million, respectively, within equity in net income (loss) of equity method investees to write down the carrying value of our investment


in Tera Probe to its fair value based on its trading price (Level 1). We incurred manufacturing costs for services performed by Tera Probe of $47 million $70 million, and $90$70 million in 2017 through the date of sale 2016, and 2015,2016, respectively.


Intangible Assets and Goodwill

As of 2017 2016 2018 2017
 
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
Amortizing assets                
Product and process technology $755
 $(476) $757
 $(402) $567
 $(344) $756
 $(477)
Other 1
 (1) 1
 
 756
 (477) 758
 (402)
Non-amortizing assets                
In-process R&D 108
 
 108
 
 108
 
 108
 
                
Total intangible assets $864
 $(477) $866
 $(402) $675
 $(344) $864
 $(477)
                
Goodwill $1,228
   $104
   $1,228
   $1,228
  

In 2018, 2017, 2016, and 2015,2016, we capitalized $48 million, $29 million, $30 million, and $98$30 million, respectively, for product and process technology with weighted-average useful lives of 1110 years, 1011 years, and 710 years, respectively. Amortization expense was $106 million, $117 million, and $117 million for 2017, 2016, and 2015, respectively. Expected amortization expense is $99 million for 2018, $49$55 million for 2019, $38 million for 2020, $33 million for 2020, $282021, $23 million for 2021,2022, and $17 million for 2022.2023.

In 2016, we acquired Tidal Systems, Ltd., a developer of PCIe NAND Flash storage controllers, to enhance our NAND Flash controller technology for $148 million. In connection therewith, we recognized $108 million of in-process R&D; $81 million of goodwill, which was derived from expected cost reductions and other synergies and was assigned to SBU; and $41 million of deferred tax liabilities; which, in aggregate, represented substantially all of the purchase price. The in-process R&D was valued using a replacement cost approach, which included inputs of reproduction cost, including developer's profit, and opportunity cost. We willexpect to begin amortizing the in-process R&D when development is complete, estimated to be in 2018,2019 and will amortize it over its then estimated useful life. The goodwill is not deductible for tax purposes.


Accounts Payable and Accrued Expenses

As of 2017 2016
Accounts payable $1,333
 $1,186
Property, plant, and equipment payables 1,018
 1,649
Salaries, wages, and benefits 603
 289
Related party payables 
 273
Customer advances 197
 132
Income and other taxes 163
 41
Other 350
 309
  $3,664
 $3,879

As of September 1, 2016, related party payables included $266 million due to Inotera primarily for the purchase of DRAM products.
As of 2018 2017
Accounts payable $1,692
 $1,333
Property, plant, and equipment payables 1,238
 1,018
Salaries, wages, and benefits 841
 603
Income and other taxes 402
 163
Customer advances 207
 197
Other 231
 350
  $4,611
 $3,664




Debt

 2017 2016
As of 2018 2017
       Net Carrying Amount   Net Carrying Amount       Net Carrying Amount   Net Carrying Amount
Instrument Stated Rate Effective Rate Principal Current Long-Term 
Total(1)
 Principal Current Long-Term 
Total(1)
 Stated Rate Effective Rate Principal Current Long-Term 
Total(1)
 Principal Current Long-Term 
Total(1)
IMFT Member Debt N/A
 N/A
 $1,009
 $
 $1,009
 $1,009
 $
 $
 $
 $
Capital lease obligations N/A
 3.86% 845
 310
 535
 845
 1,190
 357
 833
 1,190
MMJ Creditor Payments N/A
 6.52% $695
 $157
 $474
 $631
 $985
 $189
 $680
 $869
 N/A
 9.76% 520
 309
 183
 492
 695
 $157
 474
 631
Capital lease obligations N/A
 3.68% 1,190
 357
 833
 1,190
 1,406
 380
 1,026
 1,406
2022 Term
Loan B
 3.83% 4.24% 735
 5
 720
 725
 743
 5
 725
 730
2025 Notes 5.50% 5.56% 519
 
 515
 515
 519
 
 515
 515
2032D Notes(2)
 3.13% 6.33% 143
 
 132
 132
 177
 
 159
 159
2033F Notes(2)(3)
 2.13% 4.93% 107
 235
 
 235
 297
 278
 
 278
2043G Notes(2)(4)
 3.00% 6.76% 1,019
 
 682
 682
 1,025
 
 671
 671
2021 MSAC Term Loan 3.61% 3.85% 800
 99
 697
 796
 
 
 
 
 4.42% 4.65% 
 
 
 
 800
 99
 697
 796
2021 MSTW Term Loan 2.85% 3.02% 2,652
 
 2,640
 2,640
 
 
 
 
 2.85% 3.01% 
 
 
 
 2,652
 
 2,640
 2,640
2022 Notes 5.88% 6.14% 
 
 
 
 600
 
 590
 590
2022 Term Loan B 3.80% 4.22% 743
 5
 725
 730
 750
 5
 730
 735
2023 Notes 5.25% 5.43% 1,000
 
 991
 991
 1,000
 
 990
 990
 5.25% 5.43% 
 
 
 
 1,000
 
 991
 991
2023 Secured Notes 7.50% 7.69% 1,250
 
 1,238
 1,238
 1,250
 
 1,237
 1,237
 7.50% 7.69% 
 
 
 
 1,250
 
 1,238
 1,238
2024 Notes 5.25% 5.38% 550
 
 546
 546
 550
 
 546
 546
 5.25% 5.38% 
 
 
 
 550
 
 546
 546
2025 Notes 5.50% 5.56% 519
 
 515
 515
 1,150
 
 1,139
 1,139
2026 Notes 5.63% 5.73% 129
 
 128
 128
 450
 
 446
 446
 5.63% 5.73% 
 
 
 
 129
 
 128
 128
2032C Notes(2)
 2.38% 5.95% 223
 
 211
 211
 223
 
 204
 204
2032D Notes(2)
 3.13% 6.33% 177
 
 159
 159
 177
 
 154
 154
2033E Notes(2)
 1.63% 4.50% 173
 202
 
 202
 176
 
 168
 168
2033F Notes(2)
 2.13% 4.93% 297
 278
 
 278
 297
 
 271
 271
2043G Notes(3)
 3.00% 6.76% 1,025
 
 671
 671
 1,025
 
 657
 657
2032C Notes 2.38% 5.95% 
 
 
 
 223
 
 211
 211
2033E Notes 1.63% 1.63% 
 
 
 
 173
 202
 
 202
Other notes 2.13% 2.66% 216
 164
 44
 208
 512
 182
 316
 498
 2.50% 2.50% 1
 
 1
 1
 216
 164
 44
 208
     $11,639
 $1,262
 $9,872
 $11,134
 $10,551
 $756
 $9,154
 $9,910
     $4,898
 $859
 $3,777
 $4,636
 $11,639
 $1,262
 $9,872
 $11,134
(1) 
Net carrying amount is the principal amount less unamortized debt discount and issuance costs. In addition, the net carrying amount for our 2033E Notes foras of August 30, 2018 and August 31, 2017 included $132 million and $31 million, respectively, of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregate principal amount of $35 million and $16 million.million, respectively.
(2) 
Since the closing price of our common stock exceeded 130% of the conversion price per share for at least 20 trading days in the 30 trading day period ended on June 30, 2017,2018, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The2018. Additionally, the closing price of our common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017;2018; therefore, these notes are convertible by the holders at any time through December 31, 2017.2018.
(3)
Current debt as of August 30, 2018 included an aggregate of $165 million for the settlement obligation (including principal and amounts in excess of principal) for conversions of our 2033F Notes that will settle in cash in the first quarter of 2019. The 2033remainder of the 2033F Notes were classified as current as of August 31, 201730, 2018 because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
(3)(4) 
The 2043G Notes outstanding as of August 30, 2018 have an original principal amount of $820$815 million that accretes up to $917$911 million through the expected term in November 2028 and $1.03$1.02 billion at maturity in 2043.

Our convertible and other senior notes are unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness, and are effectively subordinated to all of our other existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness. As of August 31, 2017,30, 2018, Micron had $3.70$1.56 billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of its convertible notes and the 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes, that was structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of our indebtedness generally contain cross payment default and cross acceleration provisions. Micron guarantees certain debt obligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments. Micron's guarantees of its subsidiary debt


obligations are unsecured obligations ranking equally in right of payment with all of Micron's other existing and future unsecured indebtedness.

IMFT Member Debt

In 2018, Intel provided debt financing ("IMFT Member Debt") of $1.01 billion to IMFT pursuant to the terms of the IMFT joint venture agreement. IMFT Member Debt is non-interest bearing, matures upon the completion of an auction and sale of assets of IMFT prior to the dissolution, liquidation, or other wind-up of IMFT, and is convertible, at the election of Intel, in whole or in part, into a capital contribution to IMFT. Additionally, to the extent IMFT distributes cash to its members under the terms of the IMFT joint venture agreement, Intel may, at its option, designate any portion of the distribution to be a repayment of the IMFT Member Debt. In the event Intel exercises its right to put its interest in IMFT to us, or if we exercise our right to call from Intel its interest in IMFT, any IMFT Member Debt outstanding at the time of the closing of the put or call transaction will transfer to Micron. (See "Equity – Noncontrolling Interest in Subsidiaries – IMFT" note.)

Capital Lease Obligations

In 2018, we recorded capital lease obligations aggregating $20 million at a weighted-average effective interest rate of 4.6%, with a weighted-average expected term of five years. In 2017, we recorded capital lease obligations aggregating $220 million.

MMJ Creditor Payments

Under the MMJ Companies' corporate reorganization proceedings, which set forth the treatment of the MMJ Companies' pre-petition creditors and their claims, the MMJ Companies were required to pay 200 billion yen, less certain expenses of the


reorganization proceedings and other items, to their secured and unsecured creditors in seven annual installment payments (the "MMJ Creditor Payments"). The MMJ Creditor Payments do not provide for interest and, as a result of our acquisition of the MMJ Companies in 2013, we recorded the MMJ Creditor Payments at fair value. The fair-value discount is accreted to interest expense over the term of the installment payments.

Under the MMJ Companies' corporate reorganization proceedings, the secured creditors of MMJ will recover 100% of the amount of their fixed claims in six annual installment payments through DecemberOctober 2018 and the unsecured creditors will recover at least 17.4% of the amount of their fixed claims in seven annual installment payments through December 2019. The unsecured creditors of MAI were scheduled to be paid in seven installments; however, in connection with our sale of MAI in 2017, the remaining MAI creditor obligations were paid in full. The remaining portion of the unsecured claims of the creditors of MMJ not recovered pursuant to the corporate reorganization proceedings will be discharged, without payment, through December 2019. The following table presents the remaining amounts of MMJ Creditor Payments (stated in Japanese yen and U.S. dollars) and the amount of unamortized discount as of August 31, 2017:30, 2018:
2018 ¥17,675
 $160
2019 27,154
 246
 ¥36,392
 $326
2020 31,762
 289
 21,720
 194
 76,591
 695
 58,112
 520
Less unamortized discount (7,075) (64) (3,186) (28)
 ¥69,516
 $631
 ¥54,926
 $492

Pursuant to the terms of an Agreement on Support for Reorganization Companies that we executed in the fourth quarter of 2012 with the trustees of the MMJ Companies' pending corporate reorganization proceedings, we entered into a series of agreements with the MMJ Companies, including supply agreements, research and development services agreements, and general services agreements, which are intended to generate operating cash flows to meet the requirements of the MMJ Companies' businesses, including the funding of the MMJ Creditor Payments.

Capital Lease Obligations2022 Senior Secured Term Loan B

In 2017, we recorded capital lease obligations aggregating $220 million at a weighted-average effective interest rate of 5.1%, with a weighted-average expected term of ten years. InApril 2016, we recorded capital lease obligations aggregating $882issued $750 million including $765 million relatedin principal amount of 2022 Term Loan B notes due April 2022. The 2022 Term Loan B provides for periodic repricing of the interest rates and, as of August 30, 2018, the 2022 Term Loan B generally bears interest at LIBOR plus 1.75%. We may elect to equipment sale-leaseback transactions.

2021 MSAC Senior Secured Term Loan

In November 2016, we entered into a five-yearconvert outstanding term loan interest to other variable-rate facility agreementindexes. Principal payments are due quarterly in an amount equal to obtain up to $800 million0.25% of financing, collateralized by certain production equipment,the initial aggregate principal amount with the balance due at maturity and drew $800 million under the facility in 2017.may be prepaid without penalty. Interest is payable quarterly at a per annum rate equal to three-month LIBOR plus 2.4%. Principal is payable in 16 equal quarterly installments beginning in March 2018. The 2021 MSAC Term Loan contains covenants which are customary for financings of this type, including negative covenants that limit or restrict our ability to create liens or dispose of the equipment securing the facility agreement. The 2021 MSAC Term Loan also contains customary events of default which could result in the acceleration of all amounts to be immediately due and payable. The 2021 MSAC Term Loan is guaranteed by Micron.

2021 MSTW Senior Secured Term Loan

In connection with the Inotera Acquisition, on December 6, 2016, we drew 80 billion New Taiwan dollars under a collateralized, five-year term loan that bears interest at a variable per annum rate equal to the three-month TAIBOR plus a margin of 2.05%. Principal under the 2021 MSTW Term Loan is payable in six equal semi-annual installments from June 2019 through December 2021. The 2021 MSTW Term Loan is collateralized by certain assets, including a real estate mortgage on MTTW's main production facility and site, a chattel mortgage over certain equipment of MTTW, all of the stock of our MSTW subsidiary, and the 82% of stock of MTTW owned by MSTW. The 2021 MSTW Term Loan is guaranteed by Micron.least quarterly.



The 2021 MSTW2022 Term Loan contains affirmativeB is collateralized by substantially all of the assets of Micron and negative covenants, includingMSP, a subsidiary of Micron, subject to certain permitted liens on such assets. Included in our consolidated balance sheet as of August 30, 2018 were $8.32 billion of assets which collateralize these notes. The 2022 Term Loan B is structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that do not guarantee these debt obligations and is guaranteed by MSP.

The 2022 Term Loan B contains covenants that, among other things, limit, in certain circumstances, the ability of Micron and/or restrict our abilityits domestic restricted subsidiaries to (1) create or incur certain liens and enter into sale-leaseback financing transactions; (2) in the case of domestic restricted subsidiaries, create, assume, incur, or guarantee additional indebtedness; and (3) in the case of Micron, consolidate or merge with or into, or sell, assign, convey, transfer, lease, or otherwise dispose of collateral securing obligations under the 2021 MSTW Term Loan, mergers involving MSTW and/all or MTTW, loans or guaranteessubstantially all of its assets to third parties by MTTW and/or MSTW,another entity. These covenants are subject to a number of limitations, exceptions, and MSTW's and/or MTTW's distribution of cash dividends. The 2021 MSTW Term Loan also contains financial covenants, which are tested semi-annually, as follows:qualifications.

MSTW must maintain a consolidated ratio of total liabilities to adjusted EBITDA not higher than 5.5x in 2017 and 2018, and not higher than 4.5x in 2019 through 2021;
MSTW must maintain adjusted consolidated tangible net worth of not less than 4.0 billion New Taiwan dollars in 2017 and 2018, not less than 6.5 billion New Taiwan dollars in 2019 and 2020, and not less than 12.0 billion New Taiwan dollars in 2021;
on a consolidated basis, Micron must maintain a ratio of total liabilities to adjusted EBITDA not higher than 3.5x in 2017, not higher than 3.0x in 2018 and 2019, and not higher than 2.5x in 2020 and 2021; and
on a consolidated basis, Micron must maintain adjusted tangible net worth not less than $9.0 billion in 2017, not less than $12.5 billion in 2018 and 2019, and not less than $16.5 billion in 2020 and 2021.

If MSTW fails to maintain a required financial covenant, the interest rate will be increased by 0.25% until such time as the required financial ratios are maintained. If MSTW's failure continues for two consecutive semi-annual periods, such failure will constitute an event of default that could result in all obligations owed under the loan being accelerated to be immediately due and payable. Micron's failure to maintain a required financial covenant will only result in a 0.25% increase to the interest rate but will not constitute an event of default. The loan also contains customary events of default.

Unsecured Senior2025 Notes

The 2025 unsecured notes in the table below (the " Unsecured Senior Notes") contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our domestic restricted subsidiaries (which are generally subsidiaries 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-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured indebtedness of our domestic restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our assets, to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.

Cash Redemption at Our Option: We have the optionPrior to August 1, 2019, we may redeem the Unsecured Senior Notes. The applicable redemption2025 Notes, in whole or in part, at a price will be determined as follows:
Maturity Date
Redemption Period
Requiring Payment of:
Redemption of up to 35% of Original Principal Amount Using Cash Proceeds From an Equity Offering(3)
Make-Whole(1)
Premium(2)
DateSpecified Price
2023 Notes(4)
Aug 2023Prior to Feb 1, 2018On or after Feb 1, 2018Prior to Feb 1, 2018105.250%
2024 NotesJan 2024Prior to May 1, 2018On or after May 1, 2018Prior to May 1, 2018105.250%
2025 NotesFeb 2025Prior to Aug 1, 2019On or after Aug 1, 2019N/AN/A
2026 NotesJan 2026Prior to May 1, 2020On or after May 1, 2020N/AN/A
(1)
If we redeem prior to the applicable date, the redemption price is principal plus a make-whole premium as described in the applicable indenture.
(2)
If we redeem on or after the applicable date, the redemption price is principal plus a premium which declines over time as specified in the applicable indenture.
(3)
If we redeem prior to the applicable date with net cash proceeds of one or more equity offerings, the redemption price is equal to the amount specified above, together with accrued and unpaid interest, subject to a maximum redemption of 35% of the aggregate original principal amount of the respective series of notes being redeemed. The 2025 Notes and 2026 Notes can not be redeemed with cash proceeds from an equity offering because the principal amount outstanding as of August 31, 2017 of such notes is less than 65% of the original principal amount issued.
(4)
In the first quarter of 2018, we issued a notice to redeem our 2023 Notes. See "Debt Repurchases and Conversions" below.

Senior Secured Borrowings

2022 Senior Secured Term Loan B: In April 2016, we issued $750 million in principal amount of 2022 Term Loan B notes due April 2022. Interest was payablethe 2025 Notes to be redeemed plus a make-whole premium as described in the indenture governing the 2025 Notes, together with accrued and unpaid interest. On or after August 1, 2019, we may redeem the 2025 Notes, in whole or in part, at a rate equal to LIBOR plus 6.00%. In April 2017 and October 2016, we amended our


2022 Term Loan B, substantially all of which was treated as a debt modification, to reduceprices above the interest rate margins, and as of August 31, 2017, the 2022 Term Loan B generally bears interest at LIBOR plus 2.50%. We may elect to convert outstanding term loans to other variable-rate indexes. Principal payments are due quarterly in an amount equal to 0.25% of the initial aggregate principal amount with the balance due at maturity and may be prepaid without penalty. Interest is payable at least quarterly.

2023 Senior Secured Notes: In April 2016, we issued $1.25 billion in principal amount of 2023 Secured Notes due September 2023. In the first quarter of 2018, we issued notices to redeem our 2023 Secured Notes. See "Debt Repurchases and Conversions" below.

Senior Secured Borrowings Collateral and Covenants: The 2022 Term Loan B and 2023 Secured Notes are collateralized by substantially all of the assets of Micron and MSP, a subsidiary of Micron, subject to certain permitted liens on such assets. Included in our consolidated balance sheetthat decline over time, as of August 31, 2017 were $6.22 billion of assets which collateralize these notes. The 2022 Term Loan B and 2023 Secured Notes are structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that do not guarantee these debt obligations. MSP guarantees both of these notes.

The 2022 Term Loan B and 2023 Secured Notes each contain covenants that, among other things, limit, in certain circumstances, the ability of Micron and/or its domestic restricted subsidiaries to (1) create or incur certain liens and enter into sale-leaseback financing transactions; (2)specified in the case of domestic restricted subsidiaries, create, assume, incur, or guarantee additional indebtedness;indenture, together with accrued and (3) in the case of Micron, consolidate or merge with or into, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.unpaid interest.
 
Convertible Senior Notes

 
Holder Put
Date
(1)
 Maturity Date Conversion Price Per Share 
Conversion Price Per Share Threshold(2)
 Underlying Shares of Common Stock 
Conversion Value in Excess of Principal(3)
 
Principal
Settlement
Option(4)
 
Holder Put
Date
(1)
 Maturity Date Conversion Price Per Share 
Conversion Price Per Share Threshold(2)
 Underlying Shares of Common Stock 
Conversion Value in Excess of Principal(3)
 
Principal
Settlement
Option(4)
2032C Notes May 2019 May 2032 $9.63
 $12.52
 23
 $519
 Cash and/or shares
2032D Notes May 2021 May 2032 9.98
 12.97
 18
 390
 Cash and/or shares May 2021 May 2032 $9.98
 $12.97
 14
 $615
 Cash and/or shares
2033E Notes(5)
 Feb 2018 Feb 2033 10.93
 14.21
 16
 332
 Cash
2033F Notes(5)
 Feb 2020 Feb 2033 10.93
 14.21
 27
 572
 Cash Feb 2020 Feb 2033 10.93
 14.21
 10
 408
 Cash
2043G Notes Nov 2028 Nov 2043 29.16
 37.91
 35
 99
 Cash and/or shares Nov 2028 Nov 2043 29.16
 37.91
 35
 824
 Cash and/or shares
     119
 $1,912
      59
 $1,847
 
(1) 
Debt discount and debt issuance costs are amortized through the earliest holder put date.
(2) 
Represents 130% of the conversion price per share. If the trading price of our common stock price exceeds such threshold for a specified period, holders may convert such notes.notes during a specified period. See "Conversion Rights" below.
(3) 
Based on the trading price of our common stock of $31.97$52.76 as of August 31, 2017.30, 2018.
(4) 
It is our current intent to settle in cash the principal amount of our convertible notes upon conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of our convertible notes are considered in diluted earnings per share under the treasury stock method. For each of our convertible notes, we may elect to settle any amounts in excess of the principal in cash, shares of our common stock, or a combination thereof.
(5) 
Holders of the 2033E Notes and 2033F Notes may also put their notes to us on February 15, 2023.

Conversion Rights: Holders of our convertible notes may convert their notes under the following circumstances: (1) if the notes are called for redemption; (2) during any calendar quarter if the closing price of our common stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of the conversion price (see "Conversion Price Per Share Threshold" in the table above); (3) if the trading price of the notes is less than 98% of the product of the closing price of our common stock and the conversion rate of the notes during the periods specified in the indentures; (4) if specified distributions or corporate events occur, as set forth in the indenture for the notes; or (5) during the last three months prior to the maturity date of the notes. For the calendar quarter ended September 30, 2017,2018, the closing price of our common stock exceeded 130% of the conversion price for each series of our 2032 Notes and 2033 Notes;convertible notes; therefore, those notes are convertible by the holders through December 31, 2017.2018.



In August 2017,2018, holders of our 2033E2033F Notes with an aggregate principal amount of $58$35 million converted their notes, which were settled in cash the first quarter of 2018. For converted notes with an aggregate principal amount of $16 million, we


elected to settle the conversion obligation in excess of the principal amount in cash. We elected to settle the remaining notes with an aggregate principal amount of $42 million with a combination of cash for the principal amount and shares of our common stock for the remainder of the settlement amount.2019. As a result of our election to settle all amounts due upon conversion in cash for some of these notes, such settlement obligations became derivative debt liabilities in 2018 subject to mark-to-market accounting treatment based on the volume-weighted-average price of our common stock over a period of 20 consecutive trading days. Accordingly, at the dates of our elections to settle the conversions in cash, we reclassified the fair values of the equity components of each of the converted notes from additional capital to derivative debt liabilities within current debt in our consolidated balance sheet. The net carrying amount for 20172018 included $31$132 million for the fair values of the derivative debt liabilities as of August 31, 2017.30, 2018. The 20 consecutive trading day period ended in the first quarter of 2018,2019, and we settled the conversion for $92$153 million in cash and 3 million shares of our treasury stock.cash.

Cash Redemption at Our Option: We may redeem our convertible notes under the circumstances listed in the table below. The redemption price for the notes will equal the principal amount at maturity, or the accreted principal amount in the case of the 2043G Notes redeemed on or after November 20, 2018, plus accrued and unpaid interest.
  
Conditional Redemption Period
at Our Option(1)
 
Unconditional Redemption Period
at Our Option
 
Redemption Period Requiring
Make-Whole
2032C NotesOn or after May 1, 2016On or after May 4, 2019
Prior to May 4, 2019(2)
2032D Notes On or after May 1, 2017 On or after May 4, 2021 
Prior to May 4, 2021(2)
2033E NotesN/AOn or after Feb 20, 2018N/A
2033F Notes N/A On or after Feb 20, 2020 N/A
2043G Notes Prior to Nov 20, 2018 On or after Nov 20, 2018 
Prior to Nov 20, 2018(3)
(1) 
We may redeem for cash on or after the applicable dates if the volume weighted average price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period.
(2) 
If we redeem prior to the applicable date, we will pay a make-whole premium in cash equal to the present value of the remaining scheduled interest payments from the redemption date to May 4, 2019 for the 2032C Notes and to May 4, 2021 for the 2032D Notes.2021.
(3) 
If we redeem prior to the applicable date, we will be required to pay a make-whole premium only if, as a result of our redemption notice, holders convert their notes. The make-whole premium will be based on the price of our common stock and the conversion date, as set forth in the indenture, and is payable at our election in cash and/or shares.

Cash Repurchase at the Option of the Holders: We may be required by the holders of our convertible notes to repurchase for cash all or a portion of the notes on the "Holder Put Date" listed in the table above. The repurchase price would equal the principal amount, or the accreted principal amount in the case of the 2043G Notes, plus accrued and unpaid interest. Also, upon a change in control or a termination of trading, as defined in the respective indentures, holders of our convertible notes may require us to repurchase for cash all or a portion of their notes.

Other: Interest expense for our convertible notes consisted of contractual interest of $51$44 million, $51 million, and $59$51 million for 2018, 2017, 2016, and 2015,2016, respectively, and amortization of discount and issuance costs of $32 million, $37 million, and $36 million for 2018, 2017, and $42 million for 2017, 2016, and 2015, respectively. As of August 30, 2018 and August 31, 2017, and September 1, 2016, the carrying amounts of the equity components of our convertible notes, which are included in additional capital in the accompanying consolidated balance sheets, were $287$208 million and $308$287 million, respectively.

Available Revolving Credit Facility

We have a senior securedOn August 9, 2018, we terminated our undrawn revolving credit facility that expiresscheduled to expire in February 2020, under which we canwere able draw up to the lesser of $750 million or 80% of the net outstanding balance of certain trade receivables, as definedreceivables.

On July 3, 2018, we entered into a revolving credit facility that expires in July 2023, under which we can draw up to $2.00 billion. Borrowings under the facility agreement.will generally bear interest, at a rate equal to LIBOR plus 1.25% to 2.00%, depending on our corporate credit ratings or leverage ratio. Any amounts drawn are collateralized by a security interest in such trade receivables. The credit facility contains customary covenants and conditions, including as a funding condition the absence of any event or circumstance that has a material adverse effect on certain of our operations, assets, prospects, business, or condition, and including negative covenants that limit or restrict our ability to create liens on, or disposesubstantially all of the collateral underlyingassets of Micron and MSP, a subsidiary of Micron, subject to certain permitted liens. Additionally, any amounts drawn are pari passu with the obligations under this facility. Interest is payable on any outstanding principal balance at a variable rate equal2022 Term Loan B and are structurally subordinated to the LIBOR plus an applicable margin ranging between 1.75% to 2.25%, depending upon the utilized portionindebtedness and other liabilities of the facility.all of Micron's subsidiaries that do not guarantee these debt obligations, and is guaranteed by MSP. As of August 31, 2017,30, 2018, there were no outstanding amounts drawn under this facility. We may suspend the security interest in the collateral under the facility upon achieving specified credit ratings and $750 million was available for usrepayment of the 2022 Term Loan B; however, the security interest will be automatically reinstated upon a decline in our corporate credit rating.

Under the terms of the revolving credit agreement, we must maintain a ratio calculated as of the last day of each fiscal quarter of total indebtedness to draw.adjusted EBITDA not to exceed 2.75 to 1.00. We must also maintain a ratio of adjusted EBITDA to net interest expense of not less than 3.50 to 1.00. The facility contains other covenants that, among other things,


limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease, or otherwise dispose of all or substantially all of our assets, to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.

Debt Prepayments, Repurchases, and Conversions

On October 12, 2017, subsequent to the endDuring 2018, we prepaid, repurchased, and settled conversions of 2017, we issued a notice to redeem $438 million ofdebt with an aggregate principal amount of $6.96 billion. When we receive a notice of conversion for any of our 2023 Secured Notes on November 13, 2017 for $470 millionconvertible notes and elect to settle in cash excluding accrued and unpaid interest. The amount redeemed represents 35% of the original principalany amount of the 2023 Secured Notes issued and will be settled with proceeds fromconversion obligation in excess of the principal amount, the cash settlement obligations become derivative debt liabilities subject to mark-to-market accounting treatment based on the volume-weighted-average price of our common stock issuance in October 2017. On October 17, 2017, we issuedover a notice to redeemperiod of 20 consecutive trading days. Accordingly, at the remaining $812 million of principal amountdate of our 2023 Secured Notes on November 16, 2017 for approximately $885 million, excluding accrued and unpaid interest. Additionally, on October 17, 2017, we issuedelection to settle a notice to redeem all of our 2023 Notes on November 16, 2017 for approximately $1.05 billionconversion in cash, excluding accruedwe reclassify the fair value of the equity component of the converted notes from additional capital to derivative debt liability within current debt in our consolidated balance sheet.

The following table presents the effects of prepayments, repurchases, and unpaid interest. In connection with these redemptions, we expect to recognize non-operating lossesconversions of approximately $170 milliondebt in the first quarter of 2018.2018:
  Decrease in Principal Increase (Decrease) in Carrying Value Decrease in Cash Decrease in Equity Gain (Loss)
Prepayments and repurchases          
2021 MSAC Term Loan $(730) $(727) $(730) $
 $(3)
2021 MSTW Term Loan (2,625) (2,616) (2,625) 
 (10)
2023 Notes (1,000) (991) (1,046) 
 (55)
2023 Secured Notes (1,250) (1,238) (1,373) 
 (135)
2024 Notes (550) (546) (572) 
 (25)
2026 Notes (129) (129) (139) 
 (11)
2033F Notes (66) (63) (316) (252) (1)
Other Notes (46) (44) (46) 
 (2)
Settled conversions          
2032C Notes (223) (216) (1,230) (965) (50)
2032D Notes (34) (31) (182) (145) (6)
2033E Notes(1)
 (173) (203) (552) (297) (52)
2033F Notes (124) (118) (596) (462) (16)
2043G Notes (6) (4) (13) (5) (4)
Conversions not settled          
2033F Notes(2)
 
 132
 
 (117) (15)
  $(6,956) $(6,794) $(9,420) $(2,243) $(385)
(1)
Settlement included issuance of 4 million shares of our treasury stock in addition to payment of cash.
(2)
As of August 30, 2018, an aggregate of $35 million principal amount of our 2033F Notes (with a carrying value of $165 million) had converted but not settled. These notes settled in the first quarter of 2019 for $153 million in cash.

In 2017, we repurchased $631 million of principal amount of our 2025 Notes (carrying value of $625 million), repurchased $321 million of principal amount of our 2026 Notes (carrying value of $318 million), and redeemed $600 million principal amount of our 2022 Notes (carrying value of $592 million) for an aggregate of $1.63 billion in cash. In connection with the transactions, we recognized aggregate non-operating losses of $94 million in 2017.

In 2016, we repurchased $57 million of principal amount of our 2033E Notes (carrying value of $54 million) for $94 million in cash. The liability and equity components of the repurchased notes had previously been stated separately within debt and equity in our consolidated balance sheet. As a result, the repurchase decreased the carrying value of debt by $54 million and equity by $38 million.

In 2015, we consummated a number of transactions to restructure our debt, including repurchases, conversions and settlements of convertible notes, and the early repayment of a note. As a result, $489 million of aggregate principal amount of our convertible notes was settled for $1.43 billion in cash. The liability and equity components of the repurchased convertible notes had previously been stated separately within debt and equity in our consolidated balance sheet. As a result, the repurchases, conversions and settlements decreased the carrying value of debt by $686 million (including $275 million for the fair value of our derivative debt liability to settle the conversions entirely in cash) and equity by $691 million. In connection with these transactions, we recognized aggregate non-operating losses of $49 million.

Maturities of Notes Payable and Future Minimum Lease Payments

As of August 31, 2017,30, 2018, maturities of notes payable (including the MMJ Creditor Payments) and future minimum lease payments under capital lease obligations were as follows:
 Notes Payable Capital Lease Obligations Notes Payable Capital Lease Obligations
2018 $641
 $402
2019 1,166
 334
 $501
 $339
2020 1,727
 229
 274
 231
2021 1,269
 97
 151
 100
2022 1,204
 62
 713
 66
2023 and thereafter 4,365
 227
2023 
 42
2024 and thereafter 2,439
 187
Unamortized discounts and interest, respectively (428) (161) (287) (120)
 $9,944
 $1,190
 $3,791
 $845




Commitments

As of August 31, 201730, 2018, we had commitments of approximately $1.101.8 billion for the acquisition of property, plant, and equipment. We lease certain facilities and equipment under operating leases, for which expense was $5263 million, $4652 million, and $4846 million for 20172018, 20162017, and 20152016, respectively. Minimum future operating lease commitments as of August 31, 201730, 2018 were as follows:
2018 $29
2019 28
 $37
2020 23
 43
2021 19
 50
2022 17
 50
2023 and thereafter 38
2023 45
2024 and thereafter 391
 $154
 $616


Contingencies

We have accrued a liability and charged operations for the estimated costs of adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date, including those described below. We are currently a party to other legal actions arising from the normal course of business, none of which is expected to have a material adverse effect on our business, results of operations, or financial condition.

Patent Matters

As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights.

On November 21, 2014, Elm 3DS Innovations, LLC ("Elm") filed a patent infringement action against Micron, MSP, and Micron Consumer Products Group, Inc. in the U.S. District Court for the District of Delaware. On March 27, 2015, Elm filed an amended complaint against the same entities. The amended complaint alleges that unspecified semiconductor products of ours that incorporate multiple stacked die infringe thirteen13 U.S. patents and seeks damages, attorneys' fees, and costs.

On December 15, 2014, Innovative Memory Solutions, Inc. ("IMS") filed a patent infringement action against Micron in the U.S. District Court for the District of Delaware. The complaint alleges that a variety of our NAND products infringe eight U.S. patents and seeks damages, attorneys' fees, and costs. On July 23, 2018, IMS served a patent infringement complaint on Micron Semiconductor (Deutschland) GmbH and Micron Europe Limited alleging that products including our SSDs infringe a European patent. The complaint seeks unspecified damages and an order forbidding Micron Semiconductor (Deutschland) GmbH and Micron Europe Limited from offering to sell, using, and importing the accused products. On August 31, 2018,


Micron was served with a complaint filed by IMS in Shenzhen Intermediate People's Court in Guangdong Province, China. The complaint alleges that certain of our NAND flash products infringe a Chinese patent. The complaint seeks an order requiring Micron to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 1 million Chinese yuan plus expenses.

On June 24, 2016, the President and Fellows of Harvard University filed a patent infringement action against Micron in the U.S. District Court for the District of Massachusetts. The complaint allegesalleged that a variety of our DRAM products infringeinfringed two U.S. patents and seekssought damages, injunctive relief, and other unspecified relief. On March 1, 2018, we executed a settlement agreement resolving this litigation. The settlement amount did not have a material effect on our business, results of operations, or financial condition.

On March 19, 2018, Micron Semiconductor (Xi’an) Co., Ltd. ("MXA") was served with a patent infringement complaint filed by Fujian Jinhua Integrated Circuit Co., Ltd. ("Jinhua") in the Fuzhou Intermediate People’s Court in Fujian Province, China (the "Fuzhou Court"). On April 3, 2018, Micron Semiconductor (Shanghai) Co. Ltd. ("MSS") was served with the same complaint. The complaint alleges that MXA and MSS infringe a Chinese patent by manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring MXA and MSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 98 million Chinese yuan plus court fees incurred.

On March 21, 2018, MXA was served with a patent infringement complaint filed by United Microelectronics Corporation ("UMC") in the Fuzhou Court. On April 3, 2018, MSS was served with the same complaint. The complaint alleges that MXA and MSS infringe a Chinese patent by manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring MXA and MSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 90 million Chinese yuan plus court fees incurred.

On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and two additional complaints filed by UMC in the Fuzhou Court. The three additional complaints allege that MSS infringes three Chinese patents by manufacturing and selling certain Crucial MX300 SSDs and certain GDDR5 memory chips. The two complaints filed by UMC each seek an order requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 98 million Chinese yuan plus court fees incurred. On October 9, 2018, UMC withdrew its complaint that alleged MSS infringed a Chinese patent by manufacturing and selling certain GDDR5 memory chips.

On July 5, 2018, MXA and MSS were notified that the Fuzhou Court granted a preliminary injunction against those entities that enjoins them from manufacturing, selling, or importing certain Crucial and Ballistic-branded DRAM modules and solid-state drives in China. The affected products make up slightly more than 1% of our annualized revenues. We are complying with the ruling and have requested the Fuzhou Court to reconsider or stay its decision.

Among other things, the above lawsuits pertain to certainsubstantially all of our DDR DRAM, DDR2 DRAM, DDR3 DRAM, DDR4 DRAM, SDR SDRAM, PSRAM, RLDRAM, LPDRAM, NAND, and certain other memory and storage products we manufacture, which account for a significant portion of our net sales.

We are unable to predict the outcome of assertions of infringement made against us and therefore cannot estimate the range of possible loss. A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes. Any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition.



Qimonda

On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron and Micron Semiconductor B.V., our Netherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The complaint seeks to void, under Section 133 of the German Insolvency Act, a share purchase agreement between Micron B.V. and Qimonda signed in fall 2008, pursuant to which Micron B.V. purchased substantially all of Qimonda's shares of Inotera (the


"Inotera "Inotera Shares"), representing approximately 18% of Inotera's outstanding shares as of August 31, 2017,30, 2018, and seeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement.

Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose the benefits derived by it from ownership of the Inotera Shares, including in particular, any profits distributed on the Inotera Shares and all other benefits; (4) denying Qimonda's claims against Micron for any damages relating to the joint venture relationship with Inotera; and (5) determining that Qimonda's obligations under the patent cross-license agreement are canceled. In addition, the court issued interlocutory judgments ordering, among other things: (1) that Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. from ownership of the Inotera Shares. The interlocutory judgments have no immediate, enforceable effect on us, and, accordingly, we expect to be able to continue to operate with full control of the Inotera Shares subject to further developments in the case. We have filed a notice of appeal, and the parties have submitted briefs to the appeals court.

We are unable to predict the outcome of the matter and therefore cannot estimate the range of possible loss. The final resolution of this lawsuit could result in the loss of the Inotera Shares or monetary damages, unspecified damages based on the benefits derived by Micron B.V. from the ownership of the Inotera Shares, and/or the termination of the patent cross-license, which could have a material adverse effect on our business, results of operation, or financial condition.

Antitrust Matters

On April 27, 2018, a purported class-action lawsuit was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District of California asserting claims based on alleged price-fixing of DRAM products during the period from June 1, 2016 to February 1, 2018. Similar cases were subsequently filed in federal court in the United States, as well as in Canadian courts in Quebec, Montreal and Toronto, Ontario. The complaints seek treble monetary damages, costs, interest, attorneys' fees, and other injunctive and equitable relief. We are unable to predict the outcome of these matters and therefore cannot estimate the range of possible loss. The final resolution of these matters could result in significant liability and could have a material adverse effect on our business, results of operations, or financial condition.

On May 15, 2018, the Chinese State Administration for Market Regulation ("SAMR") notified Micron that it was investigating potential collusion among DRAM suppliers in China. On May 31, 2018, SAMR made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain information as part of its investigation. We are cooperating with SAMR in its investigation.

Other

On December 5, 2017, Micron filed a complaint against UMC and Jinhua in the U.S. District Court for the Northern District of California. The complaint alleges that UMC and Jinhua violated the Defend Trade Secrets Act, the civil provisions of the Racketeer Influenced and Corrupt Organizations Act, and California's Uniform Trade Secrets Act by misappropriating Micron's trade secrets and other misconduct. Micron's complaint seeks damages, restitution, disgorgement of profits, injunctive relief, and other appropriate relief.



In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.


Redeemable Convertible Notes

Under the terms of the indentures governing theour 2033 Notes, upon conversion, we would be required to pay cash equal to the lesser of (1) the aggregate principal amount or (2) the conversion value of the notes being converted. To the extent the conversion value exceeds the principal amount, we could pay cash, shares of common stock, or a combination thereof, at our option, for the amount of such excess. The closing price of our common stock met the thresholdsthreshold for conversion for the calendar quarter ended June 30, 2017; therefore, theand our 2033 Notes were convertible by thetheir holders as of August 30, 2018 and August 31, 2017. As a result, the 2033 Notes werebalance of these notes was classified as current debt and the aggregate difference between the principal amount and the carrying value of $21 million was classified as redeemable convertible notes in the accompanying consolidated balance sheet assheet.


Redeemable Noncontrolling Interest

Redeemable noncontrolling interest reflects 100,000 preferred shares authorized and issued by Micron Semiconductor Asia Operations Pte. Ltd., a subsidiary of Micron, in August 31, 2017. The closing price2018 for proceeds, net of our common stock did not meet the thresholds for the calendar quarter ended June 30, 2016; therefore, the 2033 Notes were not convertibleissuance related costs, of $97 million, which are redeemable by the holders asafter August 29, 2028. The preferred shareholders are entitled to a cumulative fixed dividend of September 1, 2016. Therefore, as of September 1, 2016,7.75% per annum, which is reflected in net income attributable to noncontrolling interests, and a liquidation preference senior to the 2033 Notes had been classified as noncurrent debt andentity's common shares. We have the aggregate difference betweenright to reacquire the principal amount andpreferred shares during the carrying value had been classified as additional capital.period beginning August 31, 2020 through August 29, 2026.


Equity

Micron Shareholders' Equity

Common Stock Repurchase Authorization: In May 2018, we announced that our Board of Directors had authorized the discretionary repurchase of up to $10 billion of our outstanding common stock beginning in 2019. We may purchase shares on a discretionary basis through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading plan, subject to market conditions and our ongoing determination of the best use of available cash. The repurchase authorization does not obligate us to acquire any common stock.

Accelerated Share Repurchase: On August 10, 2018, we entered into an accelerated share repurchase ("ASR") agreement with a financial institution to purchase $1.00 billion of our common stock under our common stock repurchase authorization. The number of shares purchased will be calculated by dividing $1.00 billion by a volume-weighted average price of our common stock from September 5, 2018 through as late as November 29, 2018 (the "Measurement Period"), subject to an agreed-upon discount. On September 5, 2018, we paid $1.00 billion to the financial institution and received an initial installment of 14 million shares, equal to $750 million divided by the closing price of our common stock on September 4, 2018. Based on the final number of shares purchased at the end of the Measurement Period, we will either receive an incremental number of shares, or settle any amount owed to the financial institution in either cash or shares, at our option. In the first quarter of 2019, we recorded the initial shares as treasury stock. The second installment is treated as an equity-linked contract indexed to our stock and therefore qualifies for equity accounting.

Other Repurchases: From August 31, 2018 through October 12, 2018, we repurchased an aggregate of 15 million shares of our common stock for an aggregate of $653 million under a Rule 10b5-1 plan and through open market repurchases.

Common Stock Issuance: In October 2017, subsequent to the end of 2017, we issued 34 million shares of our common stock for $41.00 per share in a public offering, for net proceeds of $1.36 billion, net of underwriting fees and other offering costs.



Common Stock Repurchases: Our Board has authorized the discretionary repurchase of up to $1.25 billion of our outstanding common stock in open-market purchases, block trades, privately-negotiated transactions, or derivative transactions. Through 2017, we had repurchased a total of 49 million shares for $956 million through open-market transactions pursuant to such authorization. The shares received in all periods were recorded as treasury stock. Repurchases are subject to market conditions and our ongoing determination of the best use of available cash.

Treasury Stock: In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya for $986 million in cash, of which 54 million shares were issued from treasury stock. As a result, in 2017, treasury stock decreased by $1.03 billion while retained earnings decreased by $104 million for the difference between the carrying value of the treasury stock and its $925 million fair value.

Outstanding Capped Calls: WeIn connection with our 2033F Notes, we entered into capped call transactionsthe 2033F Capped Calls, which cover, subject to anti-dilution adjustments similar to those contained in connection with certainthe 2033F Notes, 27 million shares of our convertible notes whichcommon stock and are intended to reduce the effect of potential dilution. The capped calls2033F Capped Calls have an initial strike price of $10.93, subject to certain adjustments, which equals the conversion price of the 2033 Notes, a cap price of $14.51, and provide for our receipt of cash or shares, at our election, from our counterparties if the trading price of our stock is above the strike prices on the expiration dates. The 2033F Capped Calls expire on various dates between January 2020 and February 2020. As of August 31, 2017,30, 2018, the dollar value of cash or shares that we would receive from our outstanding capped calls2033F Capped Calls upon their expiration dates range from $0, if the trading price of our stock is below the strike prices for all capped calls at expiration, to $527$98 million, if the trading price of our stock is at or above the cap prices for all capped calls.prices. Settlement of the capped calls prior to the expiration dates may be for an amount less than the maximum value at expiration.

The following table presents information related to outstanding capped calls as of August 31, 2017:
Capped Calls 
   Strike Price Weighted-Average Cap Price Underlying Common Shares Value at Expiration
 Expiration Dates    Minimum Maximum
2032C Nov 2016Nov 2017 $9.80
 $15.69
 25
 $
 $147
2032D Nov 2016May 2018 10.16
 15.91
 32
 
 184
2033E Jan 2018Feb 2018 10.93
 14.51
 27
 
 98
2033F Jan 2020Feb 2020 10.93
 14.51
 27
 
 98
          111
 $
 $527

Expiration of Capped Calls: In 2018, we share-settled certain capped calls upon their expirations, and received 9 million shares, equal to a value of $429 million. In 2017, we cash-settled and share-settled separate expirations of portions of ourcertain capped calls upon their expirations, and received $125 million in cash and 4 million shares, (equalequal to a value of $67 million) based on the volume-weighted trading stock prices at the expiration dates. Inmillion and in 2016, and 2015, we share-settled expirations of portions of ourcertain capped calls upon their expirations and received 2 million shares of our stock, (equalequal to a value of $23 million) and 3 million sharesmillion. The amounts received upon settlement were based on volume-weighted-average trading prices of our stock (equal to a value of $50 million), respectively.at the expiration dates. The shares received in all periods were recorded as treasury stock.

Shareholder Rights Plan: On January 18, 2017, our shareholders approved a Section 382 Rights Agreement (the "Rights Agreement"), under which our shareholders of record as of the close of business on August 1, 2016 received one right for each share of common stock outstanding, which entitles certain shareholders to purchase additional shares of our common stock at a significant discount in the event of certain transactions that may result in an ownership change, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur when the percentage of our ownership by one or more 5% shareholders has increased by more than 50% at any time during the prior three years. Rights will attach to all shares of the Company’s common stock issued prior to the earlier of the rights’ distribution date or expiration date as set forth in the Rights Agreement. Pursuant to the Rights Agreement, if a shareholder (or group) acquires beneficial ownership of 4.99% or more of the outstanding shares of our common stock without prior approval of our Board or without meeting certain customary exceptions, the rights (other than rights held by the acquiring shareholder (or group) and certain related persons) would become exercisable. The Rights Agreement is intended to avoid an adverse ownership change, thereby preserving our current ability to utilize certain net operating loss and credit carryforwards; however, there is no assurance that the Rights Agreement will prevent all transfers that could result in such an ownership change.



Accumulated Other Comprehensive Income (Loss): Changes in accumulated other comprehensive (loss) by component for the year ended August 31, 201730, 2018 were as follows:
 Cumulative Foreign Currency Translation Adjustments Gains (Losses) on Derivative Instruments, Net Pension Liability Adjustments Total Cumulative Foreign Currency Translation Adjustments Gains (Losses) on Derivative Instruments Pension Liability Adjustments Unrealized Gains (Losses) on Investments Total
As of September 1, 2016 $(49) $2
 $12
 $(35)
As of August 31, 2017 $(1) $17
 $13
 $
 $29
Other comprehensive income 27
 15
 4
 46
 1
 (17) (3) (3) (22)
Amount reclassified out of accumulated other comprehensive income 21
 1
 (1) 21
 
 (1) (1) 
 (2)
Tax effects 
 (1) (2) (3) 
 3
 1
 1
 5
Other comprehensive income 48
 15
 1
 64
 1
 (15) (3) (2) (19)
As of August 31, 2017 $(1) $17
 $13
 $29
As of August 30, 2018 $
 $2
 $10
 $(2) $10

Noncontrolling Interests in Subsidiaries

As of 2017 2016 2018 2017
 Noncontrolling Interest Balance Noncontrolling Interest Percentage Noncontrolling Interest Balance Noncontrolling Interest Percentage Balance Percentage Balance Percentage
IMFT $832
 49% $832
 49% $853
 49% $832
 49%
Other 17
 Various
 16
 Various
 17
 Various
 17
 Various
 $849
   $848
   $870
   $849
  



IMFT: Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel to manufacture memory products exclusively for its members, who share the output of IMFT in proportion to their investment under a long-term supply agreement at prices approximating cost. In 2017, IMFT began to transition its manufacturing from NAND to 3D XPoint memory products.Intel. IMFT is governed by a Board of Managers, for which the number of managers appointed by each member varies based on the members' respective ownership interests. IMFT manufactures semiconductor products exclusively for its members under a long-term supply agreement at prices approximating cost. In the first quarter of 2018, IMFT discontinued production of NAND and subsequent to that time has been entirely focused on 3D XPoint memory production. Through our IMFT joint venture, we continue to jointly develop 3D XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in the second half of 2019. To better optimize the 3D XPoint technology for our product roadmap and maximize the benefits for our customers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel subsequent generations of 3D XPoint technology. IMFT will continue to manufacture memory based on 3D XPoint technology at the fabrication facility in Lehi, Utah for its members. IMFT sales to Intel were $507 million, $438 million, and $457 million for 2018, 2017, and 2016, respectively.

The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. ThroughAt any time through December 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in IMFT, in either case, for an amount equal toa price that approximates Intel's interest in the noncontrolling interest balance attributable to Intelnet book value of IMFT plus member debt at suchthe time either member exercises its right.of the closing. If Intel exercises its put right, we can elect to set the closing date of the transaction to be any time withinbetween six months and two years following such election by Intel and we can elect to receive financing of the purchase price from Intel for one to two years from the closing date. If we exercise our call right, Intel can elect to set the closing date of the transaction to be any time between six months and one year following such election. Following the closing date resulting from exercise of either the put or the call, we will continue to supply to Intel for a period of one year between 50% and 100%, at Intel's choice, of Intel's immediately preceding six-month period pre-closing volumes of IMFT products for the first six-month period following the closing and between 0% and 100%, at Intel's choice, of Intel's first six-month period following the closing volumes of IMFT products for the second six-month period following the closing, at a margin that varies depending on whether the put or call was exercised.

IMFT's capital requirements are generally determined based on an annual plan approved by the members, and capital contributions to IMFT are requested as needed. Capital requests are made to the members in proportion to their then-current ownership interest. Members may elect to not contribute their proportional share, and in such event, the contributing member may elect to contribute any amount of the capital request, either in the form of an equity contribution or member debt financing. Under the supply agreement, the members have rights and obligations to the capacity of IMFT in proportion to their investment, including member debt financing. Any capital contribution or member debt financing results in a proportionate adjustment to the sharing of output on an eight-month lag. Members pay their proportionate share of fixed costs associated with IMFT's capacity.

Creditors of IMFT have recourse only to IMFT's assets and do not have recourse to any other of our assets.

IMFT manufactures memory products using designs and technology we develop with Intel. We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory at IMFT and our other facilities. Our R&D expenses were reduced by reimbursements from Intel of $213 million, $205 million, and $224 million for 2017, 2016, and 2015, respectively.

Non-Trade sales primarily consists of NAND and 3D XPoint memory products manufactured and sold to Intel through IMFT and were $553 million, $501 million, and $463 million for 2017, 2016, and 2015, respectively.



The following table presents the assets and liabilities of IMFT included in our consolidated balance sheets:


As of 2017 2016 2018 2017
Assets        
Cash and equivalents $87
 $98
 $91
 $87
Receivables 81
 89
 126
 81
Inventories 128
 68
 114
 128
Other current assets 7
 6
 8
 7
Total current assets 303
 261
 339
 303
Property, plant, and equipment, net 1,852
 1,792
Property, plant, and equipment 2,641
 1,852
Other noncurrent assets 49
 50
 45
 49
Total assets $2,204
 $2,103
 $3,025
 $2,204
        
Liabilities  
  
  
  
Accounts payable and accrued expenses $299
 $175
 $138
 $299
Deferred income 6
 7
 9
 6
Current debt 19
 16
 20
 19
Total current liabilities 324
 198
 167
 324
Long-term debt 75
 66
 1,064
 75
Other noncurrent liabilities 88
 94
 74
 88
Total liabilities $487
 $358
 $1,305
 $487
Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.

The table below presents IMFT's distributions to and contributions from its members forIn 2016, and 2015. There were no distributions or contributions for 2017.
For the year ended 2016 2015
IMFT distributions to Micron $36
 $6
IMFT distributions to Intel 34
 6
Micron contributions to IMFT 38
 148
Intel contributions to IMFT 37
 142

Restrictions on Net Assets

As a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings continue, MMJ is subject to certain restrictions on dividends, loans, and advances. In addition, the 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and/or MTTW to distribute cash dividends. Also, our ability to access the cash and other assets of IMFT through dividends, loans, or advances, including to finance our other operations, is subject to agreement by Intel. As a result, our total restricted net assets (excluding intercompany balances and noncontrolling interests) as of August 31, 2017 were $3.65 billion for the MMJ Group, $2.22 billion for MSTW and MTTW, and $885 million for IMFT. As of August 31, 2017, the MMJ Group held cash and equivalents of $580 million, MSTW and MTTW held an aggregate of $56distributed $36 million and IMFT held $87 million.$34 million to us and Intel, respectively, and we and Intel contributed $38 million and $37 million, respectively, to IMFT.


Fair Value Measurements

Accounting standards establish three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

All of our marketable debt and equity investments (excluding equity method investments) were classified as available-for-sale and carried at fair value. In connection with our repurchases of our convertible notes in 2016 and 2015, we determined the fair value of the debt components, as if they were stand-alone instruments, using interest rates for similar nonconvertible debt


issued by entities with credit ratings comparable to ours (Level 2). Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value. The estimated fair value and carrying value of our outstanding debt instruments (excluding the carrying value of equity and mezzanine equity components of our convertible notes) were as follows:
As of 2017 2016 2018 2017
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
Convertible notes $3,124
 $1,049
 $3,901
 $1,521
Notes and MMJ Creditor PaymentsNotes and MMJ Creditor Payments$8,793
 $8,423
 $7,257
 $7,050
Notes and MMJ Creditor Payments2,798
 2,742
 8,793
 8,423
Convertible notes 3,901
 1,521
 2,408
 1,454

The fair values of our convertible notes were determined based on Level 2 inputs, that were observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our convertible notes when available, our stock price, and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2).ours. The fair values of our other debt instruments were estimated based on Level 2 inputs, including discounted cash flows, using inputs that were observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our notes, when available, and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2).ours.




Derivative Instruments

We use derivative instruments to manage our exposure to changes in currency exchange rates from our monetary assets and liabilities denominated in currencies other than the U.S. dollar. We do not use derivative instruments for speculative purpose.

Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: To hedge our exposures of monetary assets and liabilities to changes in currency exchange rates, we generally utilize a rolling hedge strategy with currency forward contracts that mature within nine months. In addition, to mitigate the risk of the yen strengthening against the U.S. dollar with respect to our MMJ Creditor Payments due in December 2017 and 2018, we have forward contracts to purchase 18 billion yen in December 2017 and 28 billion yen in December 2018. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Currency forward contracts are valued at fair values based on the middle of bid and ask prices of dealers or exchange quotations (Level 2).

Convertible Notes Settlement Obligations:

In August 2017, holders of our certain of our 2033E Notes converted their notes. For converted notes with an aggregate principal amount of $16 million, we elected to settle the conversion obligation in excess of the principal amount in cash. As a result, those settlement obligations became derivative debt liabilities subject to mark-to-market accounting treatment based on the volume-weighted-average price of our common stock over a period of 20 consecutive trading days. The fair values of the underlying derivative settlement obligations were initially determined using the Black-Scholes option valuation model (Level 2), which requires inputs of stock price, expected stock-price volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent measurements and final settlement amounts of our convertible notes settlement obligations were based on the volume-weighted-average stock price (Level 1). Changes in fair values of the derivative settlement obligations were included in other non-operating income (expense), net.



Total notional amounts and gross fair values for derivative instruments without hedge accounting designation were as follows:
  
Notional Amount(1)
 Fair Value of
Current Assets(2)
 
Current Liabilities(3)
 
Noncurrent Assets(4)
As of August 31, 2017        
Currency forward contracts        
New Taiwan dollar $2,921
 $22
 $(2) $
Yen 1,209
 5
 
 1
Euro 368
 5
 (2) 
Singapore dollar 324
 1
 
 
Other 25
 1
 (1) 
  $4,847
 
 
  
         
Convertible notes settlement obligation 2
 
 (47) 
    $34
 $(52) $1
         
As of September 1, 2016        
Currency forward contracts        
Yen $1,668
 $
 $(10) $
Euro 93
 
 
 
Singapore dollar 206
 
 
 
Other 85
 
 (1) 
  $2,052
 $
 $(11) $
  
Gross Notional Amount(1)
 Fair Value of
Current Assets(2)
 
Current Liabilities(3)
 
Noncurrent Assets(4)
As of August 30, 2018        
Derivative instruments with hedge accounting designation        
Cash flow currency hedges $538
 $
 $(13) $
         
Derivative instruments without hedge accounting designation        
Non-designated currency hedges 1,919
 14
 (10) 
Convertible notes settlement obligation(5)
   
 (167) 
    14
 (177) 
         
    $14
 $(190) $
         
As of August 31, 2017        
Derivative instruments with hedge accounting designation        
Cash flow currency hedges $456
 $17
 $
 $
         
Derivative instruments without hedge accounting designation        
Non-designated currency hedges 4,847
 34
 (5) 1
Convertible notes settlement obligation(5)
   
 (47) 
  

 34
 (52) 1
         
    $51
 $(52) $1
(1) 
Notional amounts of forwardcurrency hedge contracts in U.S. dollars and convertible notes settlement obligations in shares.dollars.
(2) 
Included in receivables – other.
(3) 
Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations.
(4) 
Included in other noncurrent assets.

Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the change in the underlying monetary assets and liabilities due to changes in currency exchange rates are included in other non-operating income (expense). For derivative instruments without hedge accounting designation, recognized gains (losses) were as follows:
For the year ended 2017 2016 2015
Foreign exchange contracts $(45) $185
 $(64)
Convertible notes settlement obligations (2) 
 7
(5)
Notional amounts of convertible notes settlement obligations as of August 30, 2018 and August 31, 2017 were 3 million and 2 million shares of our common stock, respectively.

Derivative Instruments with Cash Flow Hedge Accounting Designation

Currency Derivatives:We may utilize currency forward contracts that generally mature within 12 months to hedge our exposure to changes in cash flows from changes in currency exchange rates for certain capital expenditures.rates. Currency forward contracts are measured at fair value based on market-based observable inputs including currency exchange spot and forward rates, interest rates, and credit-risk spreads (Level 2). We do not use derivative instruments for speculative purposes.



Cash Flow Hedges: We utilize cash flow hedges for our exposure from changes in currency exchange rates for certain capital expenditures. For derivative instruments designated as cash flow hedges, the effective portion of the realized and unrealized gaingains or losslosses on the derivatives is included as a component of accumulated other comprehensive income (loss).income. Amounts in accumulated other comprehensive income (loss) are reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. TheFor the periods presented prior to the second quarter of 2018, the ineffective and excluded portion of the realized and unrealized gain or loss iswas included in other non-operating income (expense). Total notionalAs a result of adopting ASU 2017-12, beginning in the second quarter of 2018, the excluded portion of such amounts is included in the same line item in which the underlying transactions affect earnings and gross fair values for derivative instruments with cash flow hedge accounting designation werethe ineffective portion of the realized and unrealized gains or losses on derivatives is included as follows:
  Notional Amount (in U.S. Dollars) Fair Value
  
Current Assets(1)
 
Current Liabilities(2)
As of August 31, 2017      
Yen $258
 $4
 $
Euro 198
 13
 
  $456
 $17

$
As of September 1, 2016  
    
Yen $107
 $2
 $(1)
Euro 65
 
 (1)
  $172
 $2

$(2)
(1)a component of accumulated other comprehensive income.
Included in receivables – other.
(2)
Included in accounts payable and accrued expenses – other.

We recognized losses of $17 million and gains of $15 million and $10 million for 2018, 2017, and losses of $10 million, for 2017, 2016,, and 2015, respectively, in accumulated other comprehensive income (loss) from the effective portion of cash flow hedges. Neither the ineffective portions of cash flow hedges recognized in other non-operating income (expense)amount excluded from hedge effectiveness nor the reclassifications from accumulated other comprehensive income (loss) to earnings were material in 2018,


2017,, 2016, or 2015.2016. The amounts from cash flow hedges included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings in the next 12 months were also not material.

Fair Value Hedges:We utilize fair value hedges for our exposure from changes in currency exchange rates for certain monetary assets and liabilities. For derivative forward contracts designated as fair value hedges, hedge effectiveness is determined by the change in the fair value of the undiscounted spot rate of the forward contract. The changes in fair values of hedge instruments attributed to changes in undiscounted spot rates are recognized in other non-operating income (expense). The time value associated with hedge instruments is excluded from the assessment of the effectiveness of hedges and is recognized on a straight-line basis over the life of hedges to other non-operating income (expense). Amounts recorded to other comprehensive income (loss) for 2018 were not material. The effects of fair value hedges on our consolidated statements of operations were as follows:
  
Other
Non-Operating
Income (Expense)
For the year ended 2018
Gain (loss) on remeasurement of hedged assets and liabilities $(25)
Gain (loss) on derivatives designated as hedging instruments 25
Amortization of amounts excluded from hedge effectiveness (32)
  $(32)

Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: Except for certain assets and liabilities hedged using fair value hedges, we generally utilize a rolling hedge strategy with currency forward contracts that mature within nine months to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Currency forward contracts are valued at fair values based on the middle of bid and ask prices of dealers or exchange quotations (Level 2). Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense). For derivative instruments without hedge accounting designation, we recognized losses of $38 million and $45 million, and gains of $185 million for 2018, 2017, and 2016, respectively.

Convertible Notes Settlement Obligations:For settlement obligations associated with our convertible notes subject to mark-to-market accounting treatment, the fair values of the underlying derivative settlement obligations were initially determined using the Black-Scholes option valuation model (Level 2), which requires inputs of stock price, expected stock-price volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent measurement amounts were based on the volume-weighted-average trading price of our common stock (Level 2). (See "Debt" note.) We recognized losses of $124 million for 2018 in other non-operating income (expense), net for the changes in fair value of the derivative settlement obligations. Recognized gains and losses for 2017 and 2016 were not material.

Derivative Counterparty Credit Risk and Master Netting Arrangements

Our derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms of the contracts. Our maximum exposure to loss due to credit risk if counterparties fail completely to perform according to the terms of the contracts would generally equal the fair value of assets for these contracts as listed in the tables above. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial institutions. As of August 30, 2018 and August 31, 2017, and September 1, 2016, amounts netted under our master netting arrangements were not material.


Equity Plans

As of August 31, 201730, 2018, 101125 million shares of our common stock were available for future awards under our equity plans.plans, including 33 million shares approved for issuance under our employee stock purchase plan ("ESPP").



Stock Options

Our stock options are generally exercisable in increments of either one-fourth or one-third per year beginning one year from the date of grant. Stock options issued after February 2014 expire eight years from the date of grant. Options issued prior to February 2014 expire six years from the date of grant. Option activity for 20172018 is summarized as follows:
 Number of Shares Weighted-Average Exercise Price Per Share 
Weighted-Average Remaining Contractual Life
(In Years)
 Aggregate Intrinsic Value Number of Shares Weighted-Average Exercise Price Per Share 
Weighted-Average Remaining Contractual Life
(In Years)
 Aggregate Intrinsic Value
Outstanding as of September 1, 2016 42
 $16.37
  
Outstanding as of August 31, 2017 33
 $19.32
  
Granted 8
 19.61
   2
 43.30
  
Exercised (14) 10.17
   (16) 17.82
  
Canceled or expired (3) 22.55
   (1) 22.67
  
Outstanding as of August 31, 2017 33
 19.32
 4.4 $438
Outstanding as of August 30, 2018 18
 23.38
 4.8 $527
            
Exercisable as of August 31, 2017 17
 $17.44
 2.7 $255
Unvested as of August 31, 2017 16
 21.25
 6.2 183
Exercisable as of August 30, 2018 8
 $21.66
 3.2 $233
Unvested as of August 30, 2018 10
 24.61
 6.0 294

The total intrinsic value was $198446 million, $52198 million, and $22952 million for options exercised in 20172018, 20162017, and 20152016, respectively.

Stock options granted and assumptions used in the Black-Scholes option valuation model were as follows:
For the year ended 2017 2016 2015 2018 2017 2016
Stock options granted 8
 8
 8
 2
 8
 8
Weighted-average grant-date fair value per share $8.68
 $6.94
 $14.79
 $18.65
 $8.68
 $6.94
Average expected life in years 5.5
 5.5
 5.6
 5.5
 5.5
 5.5
Weighted-average expected volatility 46% 47% 45% 44% 46% 47%
Weighted-average risk-free interest rate 1.8% 1.7% 1.7% 2.2% 1.8% 1.7%
Expected dividend yield 0.0% 0.0% 0.0%

Stock price volatility was based on an average of historical volatility and the implied volatility derived from traded options on our stock. The expected lives of options granted were based, in part, on historical experience and on the terms and conditions of the options. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values.



Restricted Stock and Restricted Stock Units ("Restricted Stock Awards")

As of August 31, 201730, 2018, there were 1915 million shares of Restricted Stock Awards outstanding, of which 313 million were performance-based or market-based. contained only service conditions. For service-based Restricted Stock Awards, restrictions generally lapse in one-fourth or one-third increments during each year of employment after the grant date. Vesting for performance-based awards is contingent upon the Company meeting a specified returnRestrictions lapse on assets ("ROA"), as defined,Restricted Stock granted in 2018 with performance or market conditions over a three-year performancethree year period and vesting for market-based Restricted Stock Awards is contingent upon the Company achieving total shareholder return ("TSR") relative to the companies included in the S&P 500 over a three-year performance period.if conditions are met. At the end of the performance period, the number of actual shares to be awarded will vary between 0% and 200% of target amounts, depending upon the achievement level of the specified ROA or TSR.level. Restricted Stock Awards activity for 20172018 is summarized as follows:
 Number of Shares Weighted-Average Grant Date Fair Value Per Share Number of Shares Weighted-Average Grant Date Fair Value Per Share
Outstanding as of September 1, 2016 18
 $20.24
Outstanding as of August 31, 2017 19
 $19.78
Granted 8
 18.77
 4
 42.48
Restrictions lapsed (6) 19.53
 (6) 21.70
Canceled (1) 20.59
 (2) 21.93
Outstanding as of August 31, 2017 19
 19.78
Outstanding as of August 30, 2018 15
 25.18



For the year ended 2017 2016 2015 2018 2017 2016
Restricted stock award shares granted 8
 10
 7
 4
 8
 10
Weighted-average grant-date fair value per share $18.77
 $15.40
 $32.60
 $42.48
 $18.77
 $15.40
Aggregate vesting-date fair value of shares vested $115
 $71
 $155
 $259
 $115
 $71

Employee Stock Purchase Plan

Our ESPP permits eligible employees to purchase shares of our common stock through payroll deductions of up to 10% of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of the lower of the fair market value of our common stock on either the first or last day of each six-month offering period. Our ESPP was offered to substantially all employees beginning in August 2018. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees' purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering period. Assumptions used in the Black-Scholes option valuation model for the offering period beginning August 1, 2018 were as follows:
Weighted-average grant-date fair value per share$14.55
Average expected life in years0.5
Weighted-average expected volatility43%
Weighted-average risk-free interest rate2.2%
Expected dividend yield0.0%

Stock-based Compensation Expense

For the year ended 2017 2016 2015 2018 2017 2016
Stock-based compensation expense by caption            
Cost of goods sold $88
 $76
 $64
 $83
 $88
 $76
Selling, general, and administrative 75
 66
 61
 61
 75
 66
Research and development 52
 49
 42
 54
 52
 49
Other 
 
 1
 $215
 $191
 $168
 $198
 $215
 $191
            
Stock-based compensation expense by type of award            
Stock options $71
 $79
 $81
 $55
 $71
 $79
Restricted stock awards 144
 112
 87
 140
 144
 112
ESPP 3
 
 
 $215
 $191
 $168
 $198
 $215
 $191

The income tax benefit related to share-based compensation was $158 million, $97 million and $41 million for 2018, 2017 and 2016, respectively. The income tax benefits related to share-based compensation for the periods presented prior to the second quarter of 2018 were offset by an increase in the U.S. valuation allowance. Stock-based compensation expense of $2019 million and $1820 million was capitalized and remained in inventory as of August 31, 201730, 2018 and September 1, 2016August 31, 2017, respectively. As of August 31, 201730, 2018, $341316 million of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2021,2022, resulting in a weighted-average period of 1.21.3 years.




Employee Benefit Plans

We have employee retirement plans at our U.S. and international sites. Details of the more significant plans are discussed as follows:

Employee Savings Plan for U.S. Employees

We have a 401(k) retirement plan under which U.S. employees may contribute up to 75% of their eligible pay (subject to IRSInternal Revenue Service ("IRS") annual contribution limits) to various savings alternatives, none of which include direct investment in our stock. We match in cash eligible contributions from employees up to 5% of the employee's annual eligible earnings. Contribution expense for the 401(k) plansplan was$61 million, $52 million, and $54 million, and in $55 million2018 in, 2017, 2016, and 20152016, respectively.

Retirement Plans

We have pension plans in various countries available to local employees which are generally government mandated. As of August 30, 2018, the projected benefit obligations of our plans were $190 million and plan assets were $171 million. As of August 31, 2017, the projected benefit obligations of our plans were $175 million and plan assets were $150 million. As of September 1, 2016, the projected benefit obligations of our plans were $167 million and plan assets were $131 million. Pension expense was not material for 2018, 2017, 2016, or 2015.2016.


RestructureResearch and Asset ImpairmentsDevelopment

We share the cost of certain product and process development activities with development partners. Our R&D expenses were reduced by reimbursements under these arrangements by $201 million, $213 million, and $205 million for 2018, 2017, and 2016, respectively.

We have agreements to jointly develop NAND and 3D XPoint technologies with Intel. We continue to jointly develop NAND technologies with Intel through the third generation of 3D NAND, which is expected to be completed in the second half of 2019. In separate transactionsthe second quarter of 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND in order to better optimize the technology and products for our respective business needs. We continue to jointly develop 3D XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in the second half of 2019. To better optimize 3D XPoint technology for our product roadmap and maximize the benefits for our customers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel subsequent generations of 3D XPoint technology.


Other Operating (Income) Expense, Net

For the year ended 2018 2017 2016
(Gain) loss on disposition of property, plant, and equipment $(96) $(22) $(4)
Restructure and asset impairments 28
 18
 67
Other 11
 5
 (2)
  $(57) $1
 $61

Restructure and asset impairments in 2018 primarily consisted of costs incurred as a result of our continued emphasis to centralize certain key functions. In 2017, we soldrecognized gains of $15 million related to our sale of assembly and test facility located in Akita, Japan and our 40% ownership interest in Tera Probe; assets associated with our 200mm fabrication facility in Singapore; and assets related to Lexar. As a result, we recognized gains of $15 million in 2017Lexar and also expect to recognize an additional gain of approximately $100 million in 2019 upon the completion of the sale of the Singapore facility.

In We also incurred charges of $33 million and $58 million in 2017 and 2016, we initiated a restructure plan in responserespectively, related to business conditions and the need to accelerate focus on our key priorities. The plan included the elimination of certain projects and programs, the permanent closure of a number of open headcount requisitions, workforce reductions in certain areas of our business, and other non-headcount related spending reductions. As a result, we incurred charges of $33 million in 2017 and $58 million in 2016 and do not expect to incur additional material charges. As of September 1, 2016, we had accrued liabilities of $24 million related to the plan, which was paid in 2017.


Other Operating (Income) Expense, Net

For the year ended 2017 2016 2015
(Gain) loss on disposition of property, plant, and equipment $(22) $(4) $(17)
Other 5
 (2) (28)
  $(17) $(6) $(45)


Other Non-Operating Income (Expense), Net

For the year ended 2017 2016 2015 2018 2017 2016
Loss on debt repurchases and conversions $(100) $(4) $(49)
Loss on debt prepayments, repurchases, and conversions $(385) $(100) $(4)
Loss from changes in currency exchange rates (74) (24) (27) (75) (74) (24)
Gain on remeasurement of previously-held equity interest in Inotera 71
 
 
 
 71
 
Other (9) (26) 23
 (5) (9) (26)
 $(112) $(54) $(53) $(465) $(112) $(54)

In 2016, we recognized other non-operating expense of $30 million to write off indemnification receivables upon the resolution of uncertain tax positions.




Income Taxes

For the year ended 2017 2016 2015
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees      
Foreign $5,252
 $(353) $2,431
U.S. (56) 72
 178
  $5,196
 $(281) $2,609
       
Income tax (provision) benefit      
Current      
Foreign $(152) $(27) $(93)
State (1) (1) (1)
U.S. federal 
 
 6
  (153) (28) (88)
Deferred      
Foreign 39
 (32) (85)
State 
 2
 1
U.S. federal 
 39
 15
Income tax (provision) benefit $(114) $(19) $(157)
On December 22, 2017, the United States enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") which lowered the U.S. corporate income tax rate from 35% to 21% and significantly affects how income from foreign operations is taxed in the United States. Our U.S. statutory federal rate was 25.7% for 2018 (based on the 35% corporate rate through December 31, 2017 and 21% from that date through the end of fiscal year 2018) and will be 21% beginning in 2019. The Tax Act imposed a one-time transition tax in 2018 on accumulated foreign income (the "Repatriation Tax"); provided a U.S. federal tax exemption on foreign earnings distributed to the United States after January 1, 2018; and beginning in 2019, created a new minimum tax on certain foreign earnings in excess of a deemed return on tangible assets (the "Foreign Minimum Tax"). The Tax Act allows us to elect to pay any Repatriation Tax due in eight annual, interest-free payments in increasing amounts beginning in December 2018. In connection with the provisions of the Tax Act, we made an accounting policy election to treat the Foreign Minimum Tax provision as a period cost in the period the tax is incurred.

IncomeSEC Staff Accounting Bulletin No. 118 ("SAB 118") allows the use of provisional amounts (reasonable estimates) if our analyses of the impacts of the Tax Act have not been completed when our financial statements are issued. The provisional amounts below for 2018 represent reasonable estimates of the effects of the Tax Act for which our analysis is not yet complete. As we complete our analysis of the Tax Act, including collecting, preparing, and analyzing necessary information, performing and refining calculations, and obtaining additional guidance from the IRS, U.S. Treasury Department, FASB, or other standard setting and regulatory bodies on the Tax Act, we may record adjustments to the provisional amounts, which may be material. In accordance with SAB 118, our accounting for the tax effects of the Tax Act will be completed during the measurement period, which should not extend beyond one year from the enactment date. At August 30, 2018, there were no provisions for which we were unable to record a reasonable estimate of the impact.



Our income tax (provision) benefit computed usingconsisted of the following:
For the year ended 2018 2017 2016
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees      
U.S. $141
 $(56) $72
Foreign 14,166
 5,252
 (353)
  $14,307
 $5,196
 $(281)
       
Income tax (provision) benefit      
Current      
U.S. federal $(54) $
 $
State 1
 (1) (1)
Foreign (374) (152) (27)
  (427) (153) (28)
Deferred      
U.S. federal 232
 
 39
State 101
 
 2
Foreign (74) 39
 (32)
  259
 $39
 9
       
Income tax (provision) benefit $(168) $(114) $(19)

The table below reconciles our tax (provision) benefit based on the U.S. federal statutory rate reconciled to income tax (provision) benefit was as follows:our effective rate:
For the year ended 2017 2016 2015 2018 2017 2016
U.S. federal income tax (provision) benefit at statutory rate $(1,819) $98
 $(913) $(3,677) 25.7 % $(1,819) 35.0 % $98
 35.0 %
Foreign tax rate differential 1,571
 (300) 515
 2,572
 (18.0)% 1,571
 (30.2)% (300) (106.8)%
Repatriation Tax related to the Tax Act (1,049) 7.3 % 
  % 
  %
Remeasurement of deferred tax assets and liabilities related to the Tax Act (179) 1.3 % 
  % 
  %
Change in valuation allowance 64
 63
 260
 2,079
 (14.5)% 64
 (1.2)% 63
 22.4 %
Change in unrecognized tax benefits 12
 52
 (118) 60
 (0.4)% 12
 (0.2)% 52
 18.5 %
Tax credits 66
 48
 53
 90
 (0.6)% 66
 (1.3)% 48
 17.1 %
Noncontrolling investment transactions 
 
 57
Other (8) 20
 (11) (64) 0.4 % (8) 0.1 % 20
 7.0 %
Income tax (provision) benefit $(114) $(19) $(157) $(168) 1.2 % $(114) 2.2 % $(19) (6.8)%

Provisional estimates for 2018 in the table above included $1.34 billion of benefit for the release of the valuation allowance on the net deferred tax assets of our U.S. operations and $1.03 billion of provision for the Repatriation Tax, net of adjustments related to uncertain tax positions.

We operate in a number of tax jurisdictions including Singapore and Taiwan, where our earnings are indefinitely reinvested and are taxed at lower effective tax rates than the U.S. statutory rate and in a number of locations outside the United States, including Singapore, where we have tax incentive arrangements, which expire in whole or in part at various dates through 2031, that are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements which expire in whole or in part at various dates through 2030, reduced our tax provision by $742 million$1.96 billion (benefiting our diluted earnings per share by $0.64)$1.59) for 2018, by $742 million ($0.64 per diluted share) for 2017, and were not material in 2016,2016.

Provision has been recognized for deferred taxes on undistributed earnings of non-U.S. subsidiaries to the extent that dividend payments from such companies are expected to result in additional tax liabilities. As a result of the Repatriation Tax, substantially all of our accumulated foreign earnings prior to December 31, 2017 were subject to U.S. federal taxation. Although these earnings have been subject to U.S. federal income tax under the Repatriation Tax, the repatriation to the United States of all or a portion of these earnings would potentially be subject to foreign withholding and by $338state income tax. As of August 30, 2018, we had a deferred tax liability of $82 million ($0.29 per diluted share) for 2015.associated with our undistributed earnings. As of August 30,


2018, certain non-U.S. subsidiaries had cumulative undistributed earnings of $2.35 billion that were deemed to be indefinitely reinvested. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.

Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes as well as carryforwards. Deferred tax assets and liabilities consist of the following:
As of 2017 2016 2018 2017
Deferred tax assets        
Net operating loss and tax credit carryforwards $3,426
 $3,014
 $1,417
 $3,426
Accrued salaries, wages, and benefits 211
 142
 163
 211
Other accrued liabilities 59
 76
 35
 59
Other 86
 65
 80
 86
Gross deferred tax assets 3,782
 3,297
 1,695
 3,782
Less valuation allowance (2,321) (2,107) (228) (2,321)
Deferred tax assets, net of valuation allowance 1,461
 1,190
 1,467
 1,461
        
Deferred tax liabilities        
Debt discount (145) (170) (77) (145)
Property, plant, and equipment (300) (135) (173) (300)
Unremitted earnings on certain subsidiaries (123) (121) (82) (123)
Product and process technology (85) (81) (62) (85)
Other (59) (28) (54) (59)
Deferred tax liabilities (712) (535) (448) (712)
        
Net deferred tax assets $749
 $655
 $1,019
 $749
        
Reported as        
Deferred tax assets $766
 $657
 $1,022
 $766
Deferred tax liabilities (included in other noncurrent liabilities) (17) (2) (3) (17)
Net deferred tax assets $749
 $655
 $1,019
 $749

We continually assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not that existing deferred tax assets will be realized. As of August 30, 2018 and August 31, 2017, and September 1, 2016, we had a valuation allowance of $1.52 billion$28 million and $1.16$1.52 billion, respectively, against U.S. net deferred tax assets, primarily related to net operating loss and tax credit carryforwards. Income taxes on U.S. operations for 2017 2016, and 20152016 were substantially offset by changes in the valuation allowance. We had valuation allowances against net deferred tax assets, primarily related to net operating loss carryforwards, for our subsidiaries in Japan and for our other foreign subsidiaries, of $192 million and $8 million, respectively, as of August 30, 2018, and $627 million and $172 million, respectively, as of August 31, 2017, and $765 million and $177 million, respectively, as of September 1, 2016.2017. Changes in 2018 in the valuation allowance were due to the effectprovisional estimate for the release of income or lossthe valuation allowance in the United States, changes in foreign currency,U.S. as a result of the Tax Act, adjustments based on management's assessment of foreign net operating losses that are more likely than not to be realized. Due torealized, and changes in foreign currency. As a result of internal restructuring during the adoptionyear, we have concluded that the possibility of ASU 2016-09,utilizing certain of our net operating loss carryovers are now remote. As such, we recognizedhave removed $119 million of deferred tax assets of $325 million offset by an equal increase inthat were previously fully reserved with a valuation allowance. See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."



As of August 31, 2017,30, 2018, our federal, state, and foreign net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were as follows:
Year of Expiration U.S. Federal State Japan Taiwan Other Foreign Total
2018 - 2022 $
 $27
 $3,485
 $473
 $680
 $4,665
2023 - 2027 
 330
 587
 685
 6
 1,608
2028 - 2032 3,027
 1,277
 
 
 
 4,304
2033 - 2037 852
 320
 
 
 
 1,172
Indefinite 
 
 
 342
 45
 387
  $3,879
 $1,954
 $4,072
 $1,500
 $731
 $12,136


Year of Expiration U.S. Federal State Japan Taiwan Other Foreign Total
2019 - 2023 $
 $28
 $1,782
 $711
 $2
 $2,523
2024 - 2028 
 136
 536
 3
 
 675
2029 - 2033 
 407
 
 
 
 407
2034 - 2038 10
 84
 
 
 
 94
Indefinite 
 1
 
 622
 38
 661
  $10
 $656
 $2,318
 $1,336
 $40
 $4,360

As of August 31, 2017,30, 2018, our federal and state tax credit carryforward amounts and expiration periods, as reported to tax authorities, were as follows:
Year of Tax Credit Expiration U.S. Federal State Total
2018 - 2022 $48
 $62
 $110
2023 - 2027 99
 37
 136
2028 - 2032 64
 76
 140
2033 - 2037 205
 1
 206
Indefinite 
 57
 57
  $416
 $233
 $649

Provision has been made for deferred taxes on undistributed earnings of non-U.S. subsidiaries to the extent that dividend payments from such companies are expected to result in additional tax liabilities. No provision has been made for taxes due on approximately $12.91 billion of the excess of the financial reporting amount over the tax basis of investments in foreign subsidiaries that are indefinitely reinvested. Generally, this amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.
Year of Tax Credit Expiration U.S. Federal State Total
2019 - 2023 $122
 $63
 $185
2024 - 2028 44
 46
 90
2029 - 2033 69
 90
 159
2034 - 2038 275
 3
 278
Indefinite 
 62
 62
  $510
 $264
 $774

Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:
For the year ended 2017 2016 2015 2018 2017 2016
Beginning unrecognized tax benefits $304
 $351
 $228
 $327
 $304
 $351
Increases due to the Inotera Acquisition 54
 
 
 
 54
 
Increases related to tax positions taken in current year 15
 5
 119
 68
 15
 5
Foreign currency translation increases (decreases) to tax positions 2
 
 (6) 
 2
 
Settlements with tax authorities (47) (47) (1) (8) (47) (47)
Expiration of statute of limitations (1) (5) (6) 
 (1) (5)
Increases related to tax positions from prior years 
 
 17
Decreases related to tax positions from prior years (126) 
 
Ending unrecognized tax benefits $327
 $304
 $351
 $261
 $327
 $304

As ofThe changes in uncertain tax positions in 2018 are primarily related to the date of the Inotera Acquisition, Inotera's net operating loss carryforwards were $654 million, which expire on various dates through 2023.Tax Act and transfer pricing. In connection with the Inotera Acquisition in 2017, we assumed $54 million of uncertain tax positions. The decrease indecreases to unrecognized tax benefits in 2017 and 2016 isfrom settlements with tax authorities were primarily related to the favorable resolution of certain tax matters.

Included in theAs of August 30, 2018, we had $256 million of unrecognized tax benefits balance in the table above as of August 31, 2017 were $8 million of unrecognized income tax benefits, whichthat would, if recognized, would affect our effective tax rate. The amount accrued for interest and penalties related to uncertain tax positions was not material for any period presented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of final resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months would not be material.

We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various foreign jurisdictions throughout the world. Our U.S. federal and state tax returns remain open to examination for 20132014 through 2017.2018. In addition, tax returns that remain open to examination in Japan range from the years 20112012 to 20172018 and in Singapore and Taiwan from 20122013 to 2017.2018. We believe that adequate amounts of taxes and related interest and penalties have been provided, for, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations, or financial condition.




Earnings Per Share

For the year ended 2017 2016 2015 2018 2017 2016
Net income (loss) attributable to Micron – Basic $5,089
 $(276) $2,899
Dilutive effect related to equity method investment 
 
 (3)
Net income (loss) attributable to Micron – Diluted $5,089
 $(276) $2,896
Net income (loss) attributable to Micron – Basic and Diluted $14,135
 $5,089
 $(276)
            
Weighted-average common shares outstanding – Basic 1,089
 1,036
 1,070
 1,152
 1,089
 1,036
Dilutive effect of equity plans and convertible notes 65
 
 100
 77
 65
 
Weighted-average common shares outstanding – Diluted 1,154
 1,036
 1,170
 1,229
 1,154
 1,036
            
Earnings (loss) per share            
Basic $4.67
 $(0.27) $2.71
 $12.27
 $4.67
 $(0.27)
Diluted 4.41
 (0.27) 2.47
 11.51
 4.41
 (0.27)

Listed below are the potential common shares, as of the end of the periods shown, that could dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been antidilutive:
For the year ended 2017 2016 2015 2018 2017 2016
Equity plans 21
 60
 18
 3
 21
 60
Convertible notes 26
 119
 18
 
 26
 119


Segment Information

Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating decision maker. We have the following four business units, which are our reportable segments:

Compute and Networking Business Unit ("CNBU"): Includes memory products sold into compute, networking,cloud server, enterprise, client, graphics, and cloud servernetworking markets.
Storage Business Unit ("SBU"):Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. SBU also includes products sold to Intel through our IMFT joint venture.
Mobile Business Unit ("MBU"): Includes memory products sold into smartphone tablet, and other mobile-device markets.
Storage Business Unit ("SBU"):Includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer SSD markets, other discrete storage products sold in component and wafer forms to the removable storage markets, and sales of 3D XPoint memory.
Embedded Business Unit ("EBU"): Includes memory and storage products sold into automotive, industrial, connected home, and consumer electronics markets.

Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating income and expenses (income) are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. In 2017, we revised the measure of segment profitability reviewed by our chief operating decision maker and, as a result, certain items are no longer allocated to our business units. Comparative periods have been revised to reflect these changes. Items not allocated are identified in the table below.

We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments. As of August 30, 2018 and August 31, 2017, CNBU, MBU, SBU, and EBU had goodwill of $832 million, $198 million, $101 million, and $97 million, respectively and as of September 1, 2016, SBU and CNBU had goodwill of $101 million and $3 million, respectively.


For the year ended 2017 2016 2015 2018 2017 2016
Net sales            
CNBU $8,624
 $4,529
 $6,725
 $15,252
 $8,624
 $4,529
MBU 6,579
 4,424
 2,569
SBU 4,514
 3,262
 3,687
 5,022
 4,514
 3,262
MBU 4,424
 2,569
 3,692
EBU 2,695
 1,939
 1,999
 3,479
 2,695
 1,939
All Other 65
 100
 89
 59
 65
 100
 $20,322
 $12,399
 $16,192
 $30,391
 $20,322
 $12,399
            
Operating income (loss)            
CNBU $3,755
 $(25) $1,549
 $9,773
 $3,755
 $(25)
MBU 3,033
 927
 97
SBU 552
 (123) (39) 964
 552
 (123)
MBU 927
 97
 1,166
EBU 975
 473
 459
 1,473
 975
 473
All Other 23
 28
 44
 
 23
 28
 $6,232
 $450
 $3,179
 $15,243
 $6,232
 $450
            
Unallocated            
Stock-based compensation $(215) $(191) $(167) $(198) $(215) $(191)
Restructure and asset impairments (18) (67) (3) (28) (18) (67)
Flow-through of Inotera inventory step up (107) 
 
 
 (107) 
Other (24) (24) (11) (23) (24) (24)
 $(364) $(282) $(181) $(249) $(364) $(282)
            
Operating income $5,868

$168
 $2,998
 $14,994

$5,868
 $168

Depreciation and amortization expense included in operating income was as follows:
For the year ended 2017 2016 2015 2018 2017 2016
CNBU $1,344
 $1,141
 $1,053
 $1,755
 $1,344
 $1,141
MBU 1,077
 926
 580
SBU 1,083
 844
 761
 1,295
 1,083
 844
MBU 926
 580
 512
EBU 484
 379
 321
 603
 484
 379
All Other 13
 20
 9
 18
 13
 20
Unallocated 11
 16
 11
 11
 11
 16
 $3,861
 $2,980
 $2,667
 $4,759
 $3,861
 $2,980


Product Sales

For the year ended 2017 2016 2015 2018 2017 2016
DRAM $12,963
 $7,207
 $10,339
 $21,232
 $12,963
 $7,207
Trade NAND 6,228
 4,138
 4,811
 7,843
 6,228
 4,138
Non-Trade 553
 501
 463
 554
 553
 501
Other 578
 553
 579
 762
 578
 553
 $20,322
 $12,399
 $16,192
 $30,391
 $20,322
 $12,399

Non-Trade consists primarily consists of NAND and 3D XPoint memory products manufactured and sold to Intel through IMFT under a long-term supply agreement at prices approximating cost. Information regarding products that combine both NAND and DRAM components is reported within Trade NAND. Other includes sales of NOR and trade 3D XPoint memory products.




Certain Concentrations

Markets with concentrations of net sales were approximately as follows:
For the year ended 2017 2016 2015 2018 2017 2016
Compute and graphics 20% 20% 25% 25% 20% 20%
Server 25% 15% 10%
Mobile 20% 20% 25% 20% 20% 20%
SSDs and other storage 20% 20% 20% 15% 20% 20%
Automotive, industrial, medical, and other embedded 15% 15% 10% 10% 15% 15%
Server 15% 10% 15%

Sales to Kingston Technology Company, Inc. ("Kingston"), as a percentage of total net sales, were 10% for 2018 and 11% for 2017 and 2015, respectively.2017. Sales to Intel, including Non-Trade sales through IMFT, as a percentage of total net sales, were 14% for 2016 and no other customer exceeded 10% of our total net sales. Substantially all of ourOur sales to Kingston were included in our CNBU, SBU, and SBUMBU segments and substantially all of our sales to Intel were included in our SBU and CNBU segments.

We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, in some cases, materials or production equipment are provided by a single supplier.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit, fixed-rate debt securities, trade receivables, share repurchase, capped call, and derivative contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit the concentration of credit exposure by restricting investments with any single obligor and monitoring credit risk of bank counterparties on an ongoing basis. A concentration of credit risk may exist with respect to receivables of certain customers. We perform ongoing credit evaluations of customers worldwide and generally do not require collateral from our customers. Historically, we have not experienced material losses on receivables. A concentration of risk may also exist with respect to derivativesour foreign currency hedges as the number of counterparties to our currency hedges is limited and the notional amounts are relatively large. We seek to mitigate such risk by limiting our counterparties to major financial institutions and through entering into master netting arrangements. Capped callsShare repurchase and capped call agreements expose us to credit risk to the extent the counterparties may be unable to meet the terms of the agreements. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading the risk across several major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.


Geographic Information

Geographic net sales based on customer ship-to location were as follows:
For the year ended 2017 2016 2015 2018 2017 2016
China $10,388
 $5,301
 $6,658
 $17,357
 $10,388
 $5,301
United States 2,763
 1,925
 2,565
 3,624
 2,763
 1,925
Taiwan 2,544
 1,521
 2,241
 2,798
 2,544
 1,521
Asia Pacific (excluding China and Japan) 1,808
 1,610
 2,037
Other Asia Pacific 2,559
 1,808
 1,610
Europe 1,360
 937
 1,248
 2,128
 1,360
 937
Japan 1,025
 831
 1,026
 1,254
 1,025
 831
Other 434
 274
 417
 671
 434
 274
 $20,322
 $12,399
 $16,192
 $30,391
 $20,322
 $12,399



Net property, plant, and equipment by geographic area was as follows:
As of 2017 2016 2018 2017
Taiwan $6,519
 $2,081
 $7,640
 $6,519
Singapore 5,261
 5,442
 6,933
 5,261
United States 4,253
 3,890
 5,113
 4,253
Japan 2,827
 2,685
 3,451
 2,827
China 453
 491
 398
 453
Other 118
 97
 137
 118
 $19,431
 $14,686
 $23,672
 $19,431


Quarterly Financial Information (Unaudited)
(in millions except per share amounts)

2017 Fourth Quarter Third Quarter Second Quarter First Quarter
2018 Fourth Quarter Third Quarter Second Quarter First Quarter
Net sales $6,138
 $5,566
 $4,648
 $3,970
 $8,440
 $7,797
 $7,351
 $6,803
Gross margin 3,112
 2,609
 1,704
 1,011
 5,151
 4,723
 4,270
 3,747
Operating income 2,502
 1,963
 1,044
 359
 4,377
 3,953
 3,567
 3,097
Net income 2,369
 1,647
 894
 180
 4,326
 3,823
 3,311
 2,678
Net income attributable to Micron 2,368
 1,647
 894
 180
 4,325
 3,823
 3,309
 2,678
                
Earnings per share                
Basic $2.13
 $1.49
 $0.81
 $0.17
 $3.73
 $3.30
 $2.86
 $2.36
Diluted 1.99
 1.40
 0.77
 0.16
 3.56
 3.10
 2.67
 2.19

The second quarter of 2017 includes Inotera's results of operations from the December 6, 2016 acquisition date as well as a non-operating gain of $71 million for the revaluation of our previously-held 33% equity interest in Inotera to its fair value. (See "Acquisition of Inotera" note.) Results of operations in the fourth and third quarters of 2017 included losses of $37 million and $61 million, respectively, related to the repurchases and conversions of debt.

2016 Fourth Quarter Third Quarter Second Quarter First Quarter
Net sales $3,217
 $2,898
 $2,934
 $3,350
Gross margin 579
 498
 579
 849
Operating income (loss) (32) (27) (5) 232
Net income (loss) (170) (215) (96) 206
Net income (loss) attributable to Micron (170) (215) (97) 206
         
Earnings (loss) per share  
  
  
  
Basic $(0.16) $(0.21) $(0.09) $0.20
Diluted (0.16) (0.21) (0.09) 0.19

Results of operations in the fourth quarter of 2016 included charges of $58 million related to restructure activities initiated in 2016.
2017 Fourth Quarter Third Quarter Second Quarter First Quarter
Net sales $6,138
 $5,566
 $4,648
 $3,970
Gross margin 3,112
 2,609
 1,704
 1,011
Operating income 2,502
 1,963
 1,044
 359
Net income 2,369
 1,647
 894
 180
Net income attributable to Micron 2,368
 1,647
 894
 180
         
Earnings per share  
  
  
  
Basic $2.13
 $1.49
 $0.81
 $0.17
Diluted 1.99
 1.40
 0.77
 0.16




Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors and Shareholders of Micron Technology, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

In our opinion,We have audited the accompanying consolidated financial statements listed in the index appearing under Item 8 present fairly, in all material respects, the financial positionbalance sheets of Micron Technology, Inc. and its subsidiaries as of August 30, 2018and August 31, 2017, and September 1, 2016, and the resultsrelated consolidatedstatements of their operations, comprehensive income (loss), changes in equity and their cash flows for each of the three years in the period ended August 30, 2018, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 30, 2018 appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").We also have audited the Company's internal control over financial reporting as of August 30, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 30, 2018and August 31, 2017, and the results of their operations and theircash flows for each of the three years in the period ended August 30, 2018in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2017,30, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO.
Basis for Opinions

The Company's management is responsible for these consolidated financial statements, and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included inManagement's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company's consolidated financial statements on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidatedfinancial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management's Report on Internal Control over Financial Reporting, management has excluded Inotera Memories, Inc. ("Inotera") from its assessment of internal control over financial reporting as of August 31, 2017, because it was acquired by the Company in a purchase business combination during the fiscal year ended August 31, 2017. We have also excluded Inotera from our audit of internal control over financial reporting. Inotera is a wholly-owned subsidiary whose total assets and total revenues excluded from management's assessment and our audit of internal control over financial reporting represent 11% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2017.
/s/ PricewaterhouseCoopers LLP



San Jose, California
October 26, 201715, 2018


We have served as the Company's auditor since 1984.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decision regarding disclosure.

On December 6, 2016, we acquired the remaining 67% interest in Inotera and began consolidating Inotera. As a result, we are currently integrating Inotera's operations into our overall internal control over financial reporting. Under the guidelines established by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company, and accordingly, we expect to exclude Inotera from the assessment of internal control over financial reporting during that time.

During the fourth quarter of 2017,2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 31, 2017.30, 2018. The effectiveness of our internal control over financial reporting as of August 31, 201730, 2018 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.

Management's evaluation of the effectiveness of its internal control over financial reporting as of August 31, 2017 has excluded Inotera from its assessment of internal control over financial reporting as of August 31, 2017 because it was acquired by us in a business combination on December 6, 2016. Inotera is a wholly-owned subsidiary whose total assets and total revenues represent 11% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2017.



ITEM 9B. OTHER INFORMATION

None.




PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


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 Securities and Exchange Commission within 120 days after August 31, 201730, 2018 and is incorporated herein by reference.




PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:
1.Financial Statements:  See Index to Consolidated Financial Statements under Item 8.
2.
Financial Statement Schedules:
Schedule I – Condensed Financial Information of the RegistrantSchedule:
Schedule II – Valuation and Qualifying Accounts

Certain Financial Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
3.Exhibits.



SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MICRON TECHNOLOGY, INC.
(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions)

For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Net sales $5,652
 $5,529
 $5,547
       
Costs and expenses      
Cost of goods sold 3,478
 3,625
 3,329
Selling, general, and administrative 331
 266
 299
Research and development 1,551
 1,500
 1,483
Other operating (income) expense, net 
 26
 (12)
Total costs and expenses 5,360
 5,417
 5,099
       
Operating income 292
 112
 448
       
Interest income (expense), net (366) (348) (273)
Other non-operating income (expense), net (69) 182
 (85)
  (143) (54) 90
       
Income tax (provision) benefit 22
 10
 38
Equity in earnings (loss) of subsidiaries 5,210
 (224) 2,773
Equity in net loss of equity method investees 
 (8) (2)
Net income (loss) attributable to Micron 5,089
 (276) 2,899
Other comprehensive income (loss) 64
 (48) (43)
Comprehensive income (loss) attributable to Micron $5,153
 $(324) $2,856





















See accompanying notes to condensed financial statements.


SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MICRON TECHNOLOGY, INC.
(Parent Company Only)

CONDENSED BALANCE SHEETS
(in millions except par value amounts)
As of August 31,
2017
 September 1,
2016
Assets    
Cash and equivalents $2,197
 $2,716
Short-term investments 319
 258
Receivables 112
 102
Notes and accounts receivable from subsidiaries 1,470
 1,159
Finished goods 47
 49
Work in process 215
 244
Raw materials and supplies 89
 91
Other current assets 42
 54
Total current assets 4,491
 4,673
Investment in subsidiaries 18,169
 12,897
Long-term marketable investments 617
 414
Noncurrent notes receivable from and prepaid expenses to subsidiaries 616
 709
Property, plant, and equipment, net 2,330
 2,026
Other noncurrent assets 335
 412
Total assets $26,558
 $21,131
     
Liabilities and equity    
Accounts payable and accrued expenses $929
 $916
Short-term debt and accounts payable to subsidiaries 700
 314
Current debt 530
 75
Other current liabilities 9
 16
Total current liabilities 2,168
 1,321
Long-term debt 5,320
 7,313
Other noncurrent liabilities 428
 417
Total liabilities 7,916
 9,051
     
Commitments and contingencies 

 

     
Redeemable convertible notes 21
 
     
Micron shareholders' equity    
Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094 issued and 1,040 outstanding as of September 1, 2016) 112
 109
Other equity 18,509
 11,971
Total Micron shareholders' equity 18,621
 12,080
Total liabilities and equity $26,558
 $21,131




See accompanying notes to condensed financial statements.


SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MICRON TECHNOLOGY, INC.
(Parent Company Only)

CONDENSED STATEMENTS OF CASH FLOWS
(in millions)

For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Net cash provided by operating activities $1,073
 $836
 $995
       
Cash flows from investing activities      
Purchases of available-for-sale securities (1,239) (859) (1,799)
Expenditures for property, plant, and equipment (694) (651) (609)
Payments to settle hedging activities (279) (155) (135)
Cash contributions to subsidiaries (2) (111) (151)
Cash paid for acquisitions 
 (216) (57)
Proceeds from sales of available-for-sale securities 776
 1,015
 1,045
Proceeds from settlement of hedging activities 195
 337
 78
Proceeds from maturities of available-for-sale securities 194
 582
 536
(Payments) proceeds on loans to subsidiaries, net 54
 (550) 65
Cash distributions from subsidiaries 33
 47
 33
Other 7
 72
 (7)
Net cash provided by (used for) investing activities (955) (489) (1,001)
       
Cash flows from financing activities      
Repayments of debt (1,711) (332) (1,645)
Payments of licensing obligations (83) (83) (82)
Cash paid to acquire treasury stock (35) (148) (884)
Proceeds from issuance of stock to Nanya 986
 
 
Proceeds from issuance of stock under equity plans 142
 48
 74
Proceeds from settlement of capped calls 125
 
 
Proceeds from issuance of debt 
 1,993
 2,050
Proceeds from equipment sale-leaseback transactions 
 216
 
Other (69) (46) (36)
Net cash provided by (used for) financing activities (645) 1,648
 (523)
       
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash 8
 
 
       
Net increase (decrease) in cash, cash equivalents, and restricted cash (519) 1,995
 (529)
Cash, cash equivalents, and restricted cash at beginning of period 2,716
 721
 1,250
Cash, cash equivalents, and restricted cash at end of period $2,197
 $2,716
 $721






See accompanying notes to condensed financial statements.


MICRON TECHNOLOGY, INC.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT


NOTES TO CONDENSED FINANCIAL STATEMENTS
(All tabular amounts in millions)

Basis of Presentation

Micron, a Delaware corporation, was incorporated in 1978. Micron is the parent company of its consolidated subsidiaries and, together with its consolidated subsidiaries, is a global leader in advanced semiconductor systems. These condensed financial statements have been prepared on a parent-only basis, and as such, reflect transactions in a manner that may be different than the consolidated financial statements. Under this parent-only presentation, Micron's investments in its consolidated subsidiaries are presented under the equity method of accounting. In accordance with Rule 12-04 of Regulation S-X, these parent-only financial statements do not include all of the information and footnotes required by Generally Accepted Accounting Principles (GAAP) in the United States for annual financial statements. Because these parent-only financial statements and notes do not include all of the information and footnotes required by GAAP in the United States for annual financial statements, they should be read in conjunction with Micron's audited Consolidated Financial Statements contained within Part II, Item 8 of this Annual Report on Form 10-K for the year ended August 31, 2017.


Debt

  2017 2016
Instrument Stated Rate Effective Rate Current Long-Term Total Current Long-Term Total
Capital lease obligations N/A
 3.34% $45
 $126
 $171
 $70
 $171
 $241
2022 Notes 5.88% 6.14% 
 
 
 
 590
 590
2022 Term Loan B 3.80% 4.22% 5
 725
 730
 5
 730
 735
2023 Notes 5.25% 5.43% 
 991
 991
 
 990
 990
2023 Secured Notes 7.50% 7.69% 
 1,238
 1,238
 
 1,237
 1,237
2024 Notes 5.25% 5.38% 
 546
 546
 
 546
 546
2025 Notes 5.50% 5.56% 
 515
 515
 
 1,139
 1,139
2026 Notes 5.63% 5.73% 
 128
 128
 
 446
 446
2032C Notes(1)
 2.38% 5.95% 
 211
 211
 
 204
 204
2032D Notes(1)
 3.13% 6.33% 
 159
 159
 
 154
 154
2033E Notes(1)(2)
 1.63% 4.50% 202
 
 202
 
 168
 168
2033F Notes(1)
 2.13% 4.93% 278
 
 278
 
 271
 271
2043G Notes(3)
 3.00% 6.76% 
 671
 671
 
 657
 657
Other notes 1.65% 1.65% 
 10
 10
 
 10
 10
      $530
 $5,320
 $5,850
 $75
 $7,313
 $7,388
(1)
Since the closing price of Micron's common stock exceeded 130% of the conversion price per share for at least 20 trading days in the 30 trading-day period ended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price of Micron's common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by the holders through December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
(2)
The net carrying amount for 2017 included $31 million of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregate principal amount of $16 million. See "Convertible Senior Notes" below.
(3)
The 2043G Notes have an original principal amount of $820 million that accretes up to $917 million through the expected term in November 2028 and $1.03 billion at maturity in 2043.


Micron's convertible and other senior notes are unsecured obligations that rank equally in right of payment with all of Micron's other existing and future unsecured indebtedness, and are effectively subordinated to all of its other existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness. As of August 31, 2017, Micron had $3.70 billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of its convertible notes and the 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes, that was structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of all of Micron's indebtedness generally contain cross payment and cross acceleration provisions. As of August 31, 2017, Micron had guaranteed $4.16 billion of certain debt obligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments (see "Commitments" below.) Micron's guarantees of its subsidiary debt obligations are unsecured obligations ranking equally in right of payment with all of Micron's other existing and future unsecured indebtedness.

The 2022 Term Loan B and 2023 Secured Notes are collateralized by substantially all of the assets of Micron and MSP, a subsidiary of Micron, subject to certain permitted liens on such assets. Included in Micron's balance sheet as of August 31, 2017 were $8.36 billion of assets which collateralize these notes, which includes $2.14 billion investment in subsidiaries. The 2022 Term Loan B Notes and 2023 Secured Notes are structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that do not guarantee these debt obligations. MSP guarantees both of these notes.

Capital Lease Obligations

As of August 31, 2017 and September 1, 2016, Micron had production equipment with carrying values of $155 million and $226 million, respectively, under capital leases.

Convertible Senior Notes, Senior Secured Notes, and Unsecured Senior Notes

For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."

Maturities of Notes Payable and Future Minimum Lease Payments

As of August 31, 2017, maturities of notes payable and future minimum lease payments under capital lease obligations were as follows:
  Notes Payable Capital Lease Obligations
2018 $211
 $51
2019 231
 44
2020 305
 56
2021 195
 32
2022 713
 
2023 and thereafter 4,365
 
Unamortized discounts and interest, respectively (341) (12)
  $5,679
 $171


Commitments

Micron has provided various financial guarantees issued in the normal course of business on behalf of its subsidiaries. These contracts include debt guarantees and guarantees of certain banking facilities. Micron enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. Micron has entered into agreements covering certain activities of its subsidiaries, and occasionally Micron may be required to perform under such agreements on behalf of its subsidiaries.

As of August 31, 2017, the maximum potential amount of future payments Micron could have been required to make under its debt guarantees was approximately $4.16 billion. Substantially all of this amount relates to guarantees for debt of wholly-owned entities whereby Micron would be obligated to perform under the guarantee if a subsidiary were to default on the terms of their debt arrangements. In the event of performance under the guarantee, Micron would be permitted to seek reimbursement from the subsidiary company(ies) through liquidation of the assets which were collateral under various debt instruments. At the


time these contracts were entered into, the collateralized assets approximated the value of the outstanding guarantees. The majority of these guarantees expire at various times between January 2019 and April 2022. Micron guarantees a subsidiary credit facility that provides for up to $750 million of financing. As of August 31, 2017, there were no outstanding amounts drawn under this facility.

Micron has guaranteed the obligations of Micron Semiconductor Asia Pte. Ltd. ("MSA") and Micron Semiconductor (Xi'an) Co. Ltd. ("MXA"), each wholly-owned subsidiaries of Micron, in connection with a service agreement with Powertech Technology Inc. Xi'an ("PTI Xi'an") to provide assembly services to us at our manufacturing site in Xi'an, China. Micron would be required to pay the financial obligations of MSA and/or MXA in the event MSA and/or MXA fail to pay PTI Xi'an for services performed under the assembly services agreement. Micron's guarantee of MSA and of MXA extends through March 2022, the term of the assembly service agreement, but may be further extended through March 2024 if any party extends the assembly services agreement. The maximum potential amount of future payments Micron may be required to pay under this guarantee is indeterminable because the pricing and volume under the assembly services agreement are variable.

Micron has guaranteed the obligations of MSA under the 2021 MSAC Term Loan and the obligations of MSTW under the 2021 MSTW Term Loan. For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt – 2021 MSAC Senior Secured Term Loan and 2021 MSTW Senior Secured Term Loan."

Micron has guaranteed the obligations of certain of its subsidiaries to a supplier of capital equipment through June 2019. As of August 31, 2017, Micron had guaranteed $65 million of such payments.

Micron guarantees certain banking facilities for its wholly-owned consolidated entities. Substantially all of these guarantees relate to bank overdraft protections or issuance of commercial letters of credit/bank guarantees. The maximum potential amount of future payments Micron could be required to make under these guarantees of banking facilities varies based on the extent of potential credit exposure. Micron's business processes substantially mitigate the risk of wholly-owned subsidiaries overdrawing their bank accounts and the exposure under commercial letters of credit/bank guarantees is $35 million. The majority of these banking facility guarantees have no contractual expiration.
Contingencies

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 Micron and its subsidiaries' products or manufacturing processes infringe their intellectual property rights. Micron has accrued a liability and charged operations for the estimated costs of adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date. Micron is currently a party to various litigation regarding patent, commercial, and other matters. Micron is a party to the matters listed in the "Contingencies" note in the consolidated financial statements. For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies."
Redeemable Convertible Notes

For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Redeemable Convertible Notes."
Related Party Transactions

Substantially all of Micron's activities relate to manufacturing and R&D services performed for its subsidiaries and to royalties received for use of product and process technology. Micron's net sales to consolidated subsidiaries were $5.58 billion, $5.38 billion, and $5.42 billion for 2017, 2016, and 2015, respectively. Gross margins on manufacturing activities are commensurate with market rates for such services. Transactions between Micron and its consolidated subsidiaries are eliminated in consolidation.

Micron engages in various transactions with its equity method investees and eliminate the profits or losses on those transactions to the extent of its ownership interest until such time as the profits or losses are realized. For further information regarding transactions between Micron and its equity method investees, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity Method Investments."


SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in millions)

MICRON TECHNOLOGY, INC.

Balance at
Beginning of
Year
 Business Acquisitions 
Charged
(Credited) to
Income Tax
Provision
 
Currency
Translation
and Charges
to Other
Accounts
 
Balance at
End of
Year
Balance at
Beginning of
Year
 Business Acquisitions 
Charged
(Credited) to
Income Tax
Provision
 
Currency
Translation
and Charges
to Other
Accounts
 
Balance at
End of
Year
Deferred Tax Asset Valuation Allowance 
  
  
  
  
 
  
  
  
  
Year ended August 30, 2018$2,321
 $
 $(2,079) $(14) $228
Year ended August 31, 2017$2,107
 $
 $(64) $278
 $2,321
2,107
 
 (64) 278
 2,321
Year ended September 1, 20162,051
 10
 (63) 109
 2,107
2,051
 10
 (63) 109
 2,107
Year ended September 3, 20152,443
 
 (260) (132) 2,051

Amounts charged to other accounts for the year ended August 31, 2017 includes $325 million as a result of the adoption of ASU 2016-09. See "Part II2016-09Item 8. Financial Statements and Supplementary Data – NotesImprovements to Consolidated Financial Statements – Recently AdoptedEmployee Share-Based Payment Accounting Standards.".


3. Exhibits.

Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
2.1* 8-K/A 2.110/31/12
2.2* 8-K 2.310/29/12
2.3* 8-K 2.48/6/13
2.4 8-K 2.58/6/13
2.5 10-Q3/3/162.64/8/16
3.1 8-K 99.21/26/15
3.2 8-K 99.14/15/14
4.1 8-K 4.14/18/12
4.2 8-K 4.34/18/12
4.3 8-K 4.34/18/12
4.4 8-K 4.34/18/12
4.5 8-K 4.37/26/11
4.6 8-K 4.12/12/13
4.7 8-K 4.32/12/13
4.8 8-K 4.12/12/13
4.9 8-K 4.32/12/13
4.10 8-K 4.111/18/13
4.11 8-K 4.111/18/13
4.12 10-Q2/27/144.34/7/14
4.13 8-K 4.12/12/14
4.14 8-K 4.12/12/14
Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
2.1* 8-K/A 2.110/31/12
2.2* 8-K 2.310/31/12
2.3* 8-K 2.48/6/13
2.4 8-K 2.58/6/13
2.5 10-Q3/3/162.64/8/16
3.1 8-K 99.21/26/15
3.2 8-K 99.14/15/14
4.1 8-K 4.14/18/12
4.2 8-K 4.34/18/12
4.3 8-K 4.14/18/12
4.4 8-K 4.34/18/12
4.5 8-K 4.12/12/13
4.6 8-K 4.32/12/13
4.7 8-K 4.12/12/13
4.8 8-K 4.32/12/13
4.9 8-K 4.111/18/13
4.10 8-K 4.111/18/13
4.11 10-Q2/27/144.34/7/14
4.12 8-K 4.17/29/14
4.13 8-K 4.17/29/14
4.14 8-K 4.17/22/16


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
4.15 8-K 4.17/29/14
4.16 8-K 4.17/29/14
4.17 8-K 4.14/30/15
4.18 8-K 4.24/30/15
4.19 8-K 4.14/30/15
4.20 8-K 4.24/30/15
4.21 8-K 4.12/3/15
4.22 8-K 4.12/3/15
4.23 8-K 4.14/26/16
4.24 8-K 4.14/26/16
4.25 8-K 4.17/20/16
10.1 DEF 14A C12/12/14
10.2 10-K8/30/1210.510/29/12
10.3 10-K8/30/1210.710/29/12
10.4 10-K8/30/1210.810/29/12
10.5 8-K 99.24/6/05
10.6 10-K9/1/1610.610/28/16
10.7 10-K9/1/1610.710/28/16
10.8 10-K9/1/1610.810/28/16
10.9 10-K9/1/1610.910/28/16
10.10 10-K9/1/1610.1010/28/16
10.11 10-K9/1/1610.1110/28/16
10.12 S-8 4.16/16/10
10.13 S-8 4.26/16/10
10.14* 10-Q11/30/0610.661/16/07
10.15 10-Q2/27/1410.34/7/14
10.16* 10-Q12/1/0510.1551/10/06
10.17* 10-Q12/1/0510.1631/10/06
10.18 8-K 99.211/1/07
Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.1 DEF 14A B12/7/17
10.2 10-K9/1/1610.610/28/16
10.3 10-K9/1/1610.710/28/16
10.4 10-K9/1/1610.810/28/16
10.5 10-K9/1/1610.910/28/16
10.6 10-K9/1/1610.1010/28/16
10.7 10-K9/1/1610.1110/28/16
10.8 S-8 4.16/16/10
10.9 S-8 4.26/16/10
10.10* 10-Q11/30/0610.661/16/07
10.11 10-Q2/27/1410.34/7/14
10.12* 10-Q12/1/0510.1551/10/06
10.13 8-K 99.211/1/07
10.14 10-Q12/4/0810.701/13/09
10.15* 10-Q3/1/1210.1044/9/12
10.16* 10-Q5/31/1210.1087/9/12
10.17* 10-Q5/31/1210.1097/9/12
10.18* 10-Q5/31/1210.1107/9/12
10.19* 10-Q5/31/1210.1117/9/12
10.20* 10-Q5/31/1210.1127/9/12
10.21* 10-Q5/31/1210.1137/9/12
10.22 8-K 10.14/18/12
10.23* 10-Q2/28/1310.1224/8/13


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.19 10-Q12/4/0810.701/13/09
10.20* 10-Q3/1/1210.1044/9/12
10.21* 10-Q5/31/1210.1087/9/12
10.22* 10-Q5/31/1210.1097/9/12
10.23* 10-Q5/31/1210.1107/9/12
10.24* 10-Q5/31/1210.1117/9/12
10.25* 10-Q5/31/1210.1127/9/12
10.26* 10-Q5/31/1210.1137/9/12
10.27 8-K 10.14/18/12
10.28* 10-Q2/28/1310.1224/8/13
10.29* 10-Q2/28/1310.1234/8/13
10.30* 10-Q2/28/1310.1244/8/13
10.31 10-Q2/28/1310.1254/8/13
10.32* 10-Q/A2/28/1310.1268/7/13
10.33* 10-Q2/28/1310.1274/8/13
10.34* 10-Q/A2/28/1310.1288/7/13
10.35* 10-Q2/28/1310.1294/8/13
10.36* 10-Q2/28/1310.1304/8/13
Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.24* 10-Q2/28/1310.1244/8/13
10.25 10-Q2/28/1310.1254/8/13
10.26* 10-Q/A2/28/1310.1268/7/13
10.27* 10-Q2/28/1310.1274/8/13
10.28* 10-Q/A2/28/1310.1288/7/13
10.29* 10-Q2/28/1310.1294/8/13
10.30* 10-Q2/28/1310.1304/8/13
10.31* 8-K/A 10.13910/2/13
10.32* 8-K 10.1408/6/13
10.33* 8-K/A 10.14110/2/13
10.34 8-K 10.12/12/13
10.35 8-K 10.12/7/14
10.36 8-K 10.17/24/14
10.37 8-K 10.17/29/14
10.38 10-Q3/5/1510.884/10/15
10.39* 10-Q3/5/1510.904/10/15
10.40* 10-Q3/5/1510.914/10/15
10.41* 10-Q3/2/1710.493/28/17


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.37* 8-K/A 10.13910/2/13
10.38* 8-K 10.1408/6/13
10.39* 8-K/A 10.14110/2/13
10.40 8-K 10.12/12/13
10.41 8-K 10.12/7/14
10.42 8-K 10.12/12/14
10.43 8-K 10.17/24/14
10.44 8-K 10.17/29/14
10.45 8-K 99.112/8/14
10.46 10-Q3/5/1510.884/10/15
10.47* 10-Q3/5/1510.904/10/15
10.48* 10-Q3/5/1510.914/10/15
10.49*

 10-Q3/2/1710.493/28/17
10.50* 10-Q3/2/1710.503/28/17
10.51* 10-Q3/2/1710.513/28/17
10.52* 10-K9/3/1510.5410/27/15
Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.42* 10-Q3/2/1710.503/28/17
10.43* 10-Q3/2/1710.513/28/17
10.44* 10-K9/3/1510.5410/27/15
10.45 8-K 10.14/30/15
10.46* 10-Q/A3/3/1610.569/8/16
10.47* 10-Q/A3/3/1610.579/8/16
10.48 10-Q3/3/1610.584/8/16
10.49 10-Q3/3/1610.594/8/16
10.50* 10-Q6/2/1610.607/6/16
10.51* 10-Q6/2/1610.617/6/16
10.52 8-K 10.24/26/16
10.53 8-K 10.34/26/16
10.54 10-Q5/31/1810.646/22/18
10.55 10-Q12/1/1610.651/9/17
10.56 10-Q12/1/1610.661/9/17
10.57 10-Q6/1/1710.676/30/17


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.53 8-K 10.14/30/15
10.54* 10-Q/A3/3/1610.569/8/16
10.55* 10-Q/A3/3/1610.579/8/16
10.56 10-Q3/3/1610.584/8/16
10.57 10-Q3/3/1610.594/8/16
10.58* 10-Q6/2/1610.607/6/16
10.59* 10-Q6/2/1610.617/6/16
10.60 8-K 10.14/26/16
10.61 8-K 10.24/26/16
10.62 8-K 10.34/26/16
10.63 10-Q12/1/1610.631/9/17
10.64 10-Q3/2/1710.643/28/17
10.65 10-Q12/16/1610.651/9/17
10.66 10-Q12/16/1610.661/9/17
10.67 10-Q6/1/1710.676/30/17


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.68 10-Q6/1/1710.686/30/17
10.69X    
10.70X    
10.71X    
21.1X    
23.1X    
31.1X    
31.2X    
32.1X    
32.2X    
101.INSXBRL Instance DocumentX    
101.SCHXBRL Taxonomy Extension Schema DocumentX    
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX    
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX    
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX    
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX    
Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.58 10-Q6/1/1710.686/30/17
10.59 10-Q11/30/1710.7012/20/17
10.60 10-K8/31/1710.7110/26/17
10.61 8-K 99.111/13/17
10.62 10-Q11/30/1710.7312/20/17
10.63 10-Q11/30/1710.7412/20/17
10.64 8-K 1.110/16/17
10.65 DEF 14A A12/7/17
10.66 10-Q3/1/1810.763/23/18
10.67 10-Q5/31/1810.776/22/18
10.68X    
10.69X    
21.1X    
23.1X    
31.1X    
31.2X    
32.1X    
32.2X    
101.INSXBRL Instance DocumentX    
101.SCHXBRL Taxonomy Extension Schema DocumentX    
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX    
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX    
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX    
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX    

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.



ITEM 16. 10-K SUMMARY

None.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 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 2615th day of October 20172018.
 Micron Technology, Inc.
 By:/s/ Ernest E. MaddockDavid A. Zinsner
  
Ernest E. MaddockDavid A. Zinsner
Senior Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureTitleDate
   
/s/ Sanjay MehrotraPresident andOctober 26, 201715, 2018
(Sanjay Mehrotra)Chief Executive Officer and 
 Director 
 (Principal Executive Officer) 
   
/s/ Ernest E. MaddockDavid A. ZinsnerSenior Vice President andOctober 26, 201715, 2018
(Ernest E. Maddock)David A. Zinsner)
Chief Financial Officer

 
 (Principal Financial and 
 Accounting Officer) 
   
/s/ Robert L. BaileyDirectorOctober 26, 201715, 2018
(Robert L. Bailey)  
   
   
/s/ Richard M. BeyerDirectorOctober 26, 201715, 2018
(Richard M. Beyer)  
   
   
/s/ Patrick J. ByrneDirectorOctober 26, 201715, 2018
(Patrick J. Byrne)  
   
   
/s/ Mercedes JohnsonDirectorOctober 26, 201715, 2018
(Mercedes Johnson)  
   
   
/s/ Lawrence N. MondryDirectorOctober 26, 201715, 2018
(Lawrence N. Mondry)  
   
   
/s/ Robert E. SwitzChairman of the BoardOctober 26, 201715, 2018
(Robert E. Switz)Director 

9792