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Schedule I Condensed Financial Information of the Registrant
12 Months Ended
Aug. 31, 2017
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
 
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."