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Schedule I Condensed Financial Information of the Registrant
12 Months Ended
Sep. 01, 2016
Micron Technology, Inc.  
Condensed Financial Statements, Captions [Line Items]  
Condensed Financial Information of the Registrant
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
 
September 1,
2016
 
September 3,
2015
 
August 28,
2014
Net sales
 
$
5,529

 
$
5,547

 
$
5,819

Cost of goods sold
 
3,625

 
3,329

 
3,514

Gross margin
 
1,904

 
2,218

 
2,305

 
 
 
 
 
 
 
Selling, general, and administrative
 
266

 
299

 
264

Research and development
 
1,500

 
1,483

 
1,389

Other operating (income) expense, net
 
26

 
(12
)
 
251

Operating income (loss)
 
112

 
448

 
401

 
 
 
 
 
 
 
Interest income (expense), net
 
(348
)
 
(273
)
 
(209
)
Other non-operating income (expense), net
 
182

 
(85
)
 
(119
)
 
 
(54
)
 
90

 
73

 
 
 
 
 
 
 
Income tax (provision) benefit
 
10

 
38

 
18

Equity in earnings (loss) of subsidiaries
 
(224
)
 
2,773

 
2,956

Equity in net loss of equity method investees
 
(8
)
 
(2
)
 
(2
)
Net income (loss) attributable to Micron
 
(276
)
 
2,899

 
3,045

Other comprehensive income (loss)
 
(48
)
 
(43
)
 
(7
)
Comprehensive income (loss) attributable to Micron
 
$
(324
)
 
$
2,856

 
$
3,038
























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
 
September 1,
2016
 
September 3,
2015
Assets
 
 
 
 
Cash and equivalents
 
$
2,716

 
$
721

Short-term investments
 
258

 
479

Receivables
 
102

 
133

Notes and accounts receivable from subsidiaries
 
1,159

 
1,091

Finished goods
 
49

 
77

Work in process
 
244

 
321

Raw materials and supplies
 
91

 
86

Other current assets
 
54

 
82

Total current assets
 
4,673

 
2,990

Investment in subsidiaries
 
12,897

 
13,051

Long-term marketable investments
 
414

 
932

Noncurrent notes receivable from and prepaid expenses to subsidiaries
 
709

 
163

Property, plant, and equipment, net
 
2,026

 
1,679

Other noncurrent assets
 
412

 
488

Total assets
 
$
21,131

 
$
19,303

 
 
 
 
 
Liabilities and equity
 
 
 
 
Accounts payable and accrued expenses
 
$
916

 
$
677

Short-term debt and accounts payable to subsidiaries
 
314

 
384

Current debt
 
75

 
655

Other current liabilities
 
16

 
8

Total current liabilities
 
1,321

 
1,724

Long-term debt
 
7,313

 
4,797

Other noncurrent liabilities
 
417

 
431

Total liabilities
 
9,051

 
6,952

 
 
 
 
 
Commitments and contingencies
 


 


 
 
 
 
 
Redeemable convertible notes
 

 
49

 
 
 
 
 
Micron shareholders' equity
 
 
 
 
Common stock, $0.10 par value, 3,000 shares authorized, 1,094 shares issued and outstanding (1,084 as of September 3, 2015)
 
109

 
108

Other equity
 
11,971

 
12,194

Total Micron shareholders' equity
 
12,080

 
12,302

Total liabilities and equity
 
$
21,131

 
$
19,303





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
 
September 1,
2016
 
September 3,
2015
 
August 28,
2014
Net cash provided by operating activities
 
$
836

 
$
996

 
$
888

 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
Purchases of available-for-sale securities
 
(859
)
 
(1,799
)
 
(1,047
)
Expenditures for property, plant, and equipment
 
(651
)
 
(609
)
 
(392
)
(Payments) proceeds on loans to subsidiaries, net
 
(550
)
 
65

 
379

Cash paid for acquisitions
 
(216
)
 
(57
)
 

Payments to settle hedging activities
 
(155
)
 
(135
)
 
(27
)
Cash contributions to subsidiaries
 
(111
)
 
(151
)
 
(121
)
Proceeds from sales of available-for-sale securities
 
1,015

 
1,045

 
355

Proceeds from maturities of available-for-sale securities
 
582

 
536

 
202

Proceeds from settlement of hedging activities
 
337

 
78

 
23

Cash distributions from subsidiaries
 
47

 
33

 
227

Cash received from disposition of interest in Aptina
 
6

 
1

 
105

Other
 
66

 
(8
)
 
65

Net cash provided by (used for) investing activities
 
(489
)
 
(1,001
)
 
(231
)
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
Proceeds from issuance of debt
 
1,993

 
2,050

 
1,750

Proceeds from equipment sale-leaseback transactions
 
216

 

 

Proceeds from issuance of stock under equity plans
 
49

 
73

 
265

Repayments of debt
 
(332
)
 
(1,645
)
 
(2,469
)
Cash paid to acquire treasury stock
 
(148
)
 
(884
)
 
(76
)
Payments of licensing obligations
 
(83
)
 
(82
)
 
(47
)
Other
 
(47
)
 
(35
)
 
(32
)
Net cash provided by (used for) financing activities
 
1,648

 
(523
)
 
(609
)
 
 
 
 
 
 
 
Effect of changes in currency exchange rates on cash and equivalents
 

 

 
(1
)
 
 
 
 
 
 
 
Net increase (decrease) in cash and equivalents
 
1,995

 
(528
)
 
47

Cash and equivalents at beginning of period
 
721

 
1,249

 
1,202

Cash and equivalents at end of period
 
$
2,716

 
$
721

 
$
1,249













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. 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 U.S. for annual financial statements, these parent-only financial statements and other information included 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 September 1, 2016.


Debt

 
 
 
 
 
 
2016
 
2015
Instrument(1)
 
Stated Rate(2)
 
Effective Rate(2)
 
Current
 
Long-Term
 
Total
 
Current
 
Long-Term
 
Total
Capital lease obligations(3)
 
N/A

 
N/A

 
$
70

 
$
171

 
$
241

 
$
174

 
$
40

 
$
214

2022 senior notes
 
5.875
%
 
6.14
%
 

 
590

 
590

 

 
589

 
589

2022 senior secured term loan B
 
6.460
%
 
7.10
%
 
5

 
730

 
735

 

 

 

2023 senior notes
 
5.250
%
 
5.43
%
 

 
990

 
990

 

 
988

 
988

2023 senior secured notes
 
7.500
%
 
7.69
%
 

 
1,237

 
1,237

 

 

 

2024 senior notes
 
5.250
%
 
5.38
%
 

 
546

 
546

 

 
545

 
545

2025 senior notes
 
5.500
%
 
5.56
%
 

 
1,139

 
1,139

 

 
1,138

 
1,138

2026 senior notes
 
5.625
%
 
5.73
%
 

 
446

 
446

 

 
446

 
446

2032C convertible senior notes(4)
 
2.375
%
 
5.95
%
 

 
204

 
204

 

 
197

 
197

2032D convertible senior notes(4)
 
3.125
%
 
6.33
%
 

 
154

 
154

 

 
150

 
150

2033E convertible senior notes(4)
 
1.625
%
 
4.50
%
 

 
168

 
168

 
217

 

 
217

2033F convertible senior notes(4)
 
2.125
%
 
4.93
%
 

 
271

 
271

 
264

 

 
264

2043G convertible senior notes
 
3.000
%
 
6.76
%
 

 
657

 
657

 

 
644

 
644

Other
 
1.650
%
 
1.65
%
 

 
10

 
10

 

 
60

 
60

 
 
 
 
 
 
$
75

 
$
7,313

 
$
7,388

 
$
655

 
$
4,797

 
$
5,452


(1) 
Micron has either the obligation or the option to pay cash for the principal amount due upon conversion for all of its convertible notes. Micron's current intent is to settle in cash the principal amount of all of its convertible notes upon conversion.
(2) As of September 1, 2016.
(3) Weighted-average imputed rate of 3.4% and 4.5% as of September 1, 2016 and September 3, 2015, respectively.
(4) 
Since the closing price of Micron's common stock for at least 20 trading days in the 30 trading day period ended on June 30, 2016 did not exceed 130% of the conversion price per share, these notes were not convertible by the holders during the calendar quarter ended September 30, 2016. The closing price of our common stock exceeded the thresholds for the calendar quarter ended September 30, 2016; therefore, these notes are convertible by the holders through December 31, 2016. The 2033 Notes were classified as current as of 2015 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.

The 2022 Term Loan B and 2023 Secured Notes are collateralized by substantially all of the assets of Micron and Micron Semiconductor Products, Inc. ("MSP"), a subsidiary of Micron, subject to certain exceptions and permitted liens on such assets on an equal and ratable basis, subject to certain limitations. Included in Micron's balance sheet as of September 1, 2016 were $5.37 billion of assets which collateralize these notes. The 2022 Term Loan B Notes and 2023 Senior Secured Notes are structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that do not guarantee these notes. As of September 1, 2016, only MSP guarantees these debt obligations. 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 Micron's other existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness.  The convertible notes and the 2022 Notes, 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes of Micron are structurally subordinated to all liabilities of its subsidiaries, including trade payables. Micron guarantees certain debt obligations of its subsidiaries but does not guarantee the MMJ creditor installment payments. In addition, upon the consummation of the Inotera acquisition, Micron will guarantee all of Inotera's and MSTW’s obligations under the Term Loan Facility. As of September 1, 2016, Micron had guaranteed $1.08 billion of debt obligations of its subsidiaries. Micron's guarantees of its subsidiary debt obligations are unsecured obligations ranking equally in right of payment with all of its other existing and future unsecured indebtedness.

Capital Lease Obligations

Micron has various capital lease obligations due in periodic installments with a weighted-average remaining term of four years as of September 1, 2016. As of September 1, 2016 and September 3, 2015, Micron had production equipment with carrying values of $226 million and $140 million, respectively, under capital leases.

Convertible Senior Notes, Senior Secured Notes, and Other Senior Notes

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

Other Facilities

In connection with entering into the 2022 Term Loan B on April 25, 2016, Micron terminated its revolving credit facility and repaid the $50 million outstanding principal amount. For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt – Other Facilities – Revolving Credit Facilities."

Maturities of Notes Payable and Future Minimum Lease Payments

As of September 1, 2016, maturities of notes payable and future minimum lease payments under capital lease obligations were as follows:

 
 
Notes Payable
 
Capital Lease Obligations
2017
 
$
8

 
$
77

2018
 
183

 
50

2019
 
231

 
44

2020
 
305

 
56

2021
 
195

 
33

2022 and thereafter
 
6,628

 

Unamortized discounts and interest, respectively
 
(403
)
 
(19
)
 
 
$
7,147

 
$
241




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.

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.

As of September 1, 2016, the maximum potential amount of future payments Micron could have been required to make under its debt guarantees was approximately $1.08 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 March 2017 and June 2020. Micron guarantees a subsidiary credit facility that provides for up to $750 million of financing. As of September 1, 2016, $75 million of principal amount was outstanding under this facility.

Micron guarantees certain banking facilities for its wholly-owned consolidated entities. Substantially all of these guarantees relate to bank overdraft protections. The maximum potential amount of future payments Micron could be required to make under these guarantees varies based on the extent of potential overdrafts. Micron's business processes substantially mitigate the risk of wholly-owned subsidiaries overdrafting their bank accounts. The majority of these 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 services performed for its subsidiaries and to royalties received for use of product and process technology. Micron's net sales to consolidated subsidiaries were $5.38 billion, $5.42 billion, and $5.64 billion for 2016, 2015, and 2014, 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 eliminates the profits or losses on those transactions to the extent of its ownership interest until such time as the profits or losses are realized. Micron held an equity interest in Aptina through August 15, 2014. Net sales for 2014 included $43 million from products sold to and services performed for Aptina. Micron held an equity interest in Aptina until the fourth quarter of 2014, at which time it sold its interest and recognized a non-operating gain of $119 million. 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 – Other."