XML 49 R19.htm IDEA: XBRL DOCUMENT v3.21.2
Debt
12 Months Ended
Sep. 02, 2021
Debt Disclosure [Abstract]  
Debt
Debt
20212020
Net Carrying AmountNet Carrying Amount
As ofStated RateEffective RatePrincipalCurrentLong-TermTotalPrincipalCurrentLong-TermTotal
Finance lease obligations
N/A3.14 %$803 $154 $649 $803 $486 $76 $410 $486 
2023 Notes2.497 %2.64 %1,250 — 1,247 1,247 1,250 — 1,245 1,245 
2024 Notes
4.640 %4.76 %600 — 598 598 600 — 598 598 
2024 Term Loan A0.975 %1.01 %1,188 — 1,186 1,186 — — — — 
2026 Notes
4.975 %5.07 %500 — 498 498 500 — 498 498 
2027 Notes(1)
4.185 %4.27 %900 — 901 901 900 — 895 895 
2029 Notes
5.327 %5.40 %700 — 696 696 700 — 696 696 
2030 Notes
4.663 %4.73 %850 — 846 846 850 — 845 845 
2032D Notes
N/AN/A— — — — 134 131 — 131 
Extinguished 2024 Term Loan AN/AN/A— — — — 1,250 62 1,186 1,248 
OtherN/AN/A— — 
 
$6,792 $155 $6,621 $6,776 $6,671 $270 $6,373 $6,643 
(1) In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%. The fixed-to-floating interest rate swaps are accounted for as fair value hedges, as a result, the carrying value of our 2027 Notes reflects adjustments in fair value.

As of September 2, 2021, all of our debt, other than our finance leases, 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 September 2, 2021, Micron had $5.97 billion of unsecured debt (net of unamortized discount and debt issuance costs) 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’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.

Senior Unsecured Notes

Our 2023 Notes, 2024 Notes, 2026 Notes, 2027 Notes, 2029 Notes, and 2030 Notes (the “Senior Unsecured Notes”) each contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting stock and which own principal property, as defined in the indenture governing such notes) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions; and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants
are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as defined in the indentures governing our senior unsecured notes, we will be required to offer to purchase such notes at 101% of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Revolving Credit Facility

On May 14, 2021, we terminated our existing undrawn credit facility and entered into a new five-year unsecured Revolving Credit Facility. Under the Revolving Credit Facility, we can draw up to $2.50 billion which would generally bear interest at a rate equal to LIBOR plus 1.00% to 1.75%, depending on our corporate credit ratings. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid without penalty. As of September 2, 2021, no amounts were outstanding under the Revolving Credit Facility and $2.50 billion was available to us.

Under the terms of the Revolving Credit Facility, we must maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of total indebtedness to adjusted EBITDA not to exceed 3.25 to 1.00. The Revolving Credit 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.

2024 Term Loans

On May 14, 2021, we drew $1.19 billion under an unsecured 2024 Term Loan A and used the proceeds to repay the $1.19 billion Extinguished 2024 Term Loan A. The 2024 Term Loan A bears interest at a rate equal to LIBOR plus 0.625% to 1.375% based on our current corporate credit ratings. The principal amount is due October 2024 and may be prepaid without penalty. The 2024 Term Loan A contains the same leverage ratio and substantially the same other covenants as the Revolving Credit Facility.

Debt Activity

The table below presents the effects of issuances, prepayments, and settlements of debt conversions in 2021.
Increase (Decrease) in PrincipalIncrease (Decrease) in Carrying ValueIncrease (Decrease) in CashDecrease in EquityGain (Loss)
Issuance of 2024 Term Loan A$1,188 $1,186 $1,186 $— $— 
Prepayment of Extinguished 2024 Term Loan A(1,188)(1,186)(1,188)— (2)
Settlement of Conversions of 2032D Notes(1)
(134)(134)(185)(52)
$(134)$(134)$(187)$(52)$(1)
(1)In 2021, substantially all holders of our 2032D Notes converted their notes. We settled these conversions and all remaining 2032D Notes with $185 million in cash and 11.1 million shares of our stock.

In 2020, we recognized aggregate non-operating gains of $40 million in connection with debt prepayments and conversions of $3.77 billion of principal amount of notes (carrying value of $3.90 billion) for an aggregate of $3.92 billion in cash.

In 2019, we recognized aggregate non-operating losses of $396 million in connection with debt prepayments, repurchases, and conversions of $1.80 billion of principal amount of notes (carrying value of $1.60 billion) for an aggregate of $2.38 billion in cash.
Maturities of Notes Payable

As of September 2, 2021, maturities of notes payable were as follows:
2022$
20231,250 
2024600 
20251,188 
2026500 
2027 and thereafter2,450 
Unamortized discounts(21)
$5,968