Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Nov. 30, 2017 | Dec. 15, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MICRON TECHNOLOGY INC | |
Entity Central Index Key | 723,125 | |
Current Fiscal Year End Date | --08-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 1,156,314,972 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 6,803 | $ 3,970 |
Cost of goods sold | 3,056 | 2,959 |
Gross margin | 3,747 | 1,011 |
Selling, general, and administrative | 191 | 159 |
Research and development | 448 | 470 |
Other operating (income) expense, net | 11 | 23 |
Operating income | 3,097 | 359 |
Interest income | 23 | 7 |
Interest expense | (124) | (139) |
Other non-operating income (expense), net | (204) | (14) |
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees | 2,792 | 213 |
Income tax (provision) benefit | (114) | (31) |
Equity in net income (loss) of equity method investees | 0 | (2) |
Net income | 2,678 | 180 |
Net (income) attributable to noncontrolling interests | 0 | 0 |
Net income attributable to Micron | $ 2,678 | $ 180 |
Earnings per share | ||
Basic (in dollars per share) | $ 2.36 | $ 0.17 |
Diluted (in dollars per share) | $ 2.19 | $ 0.16 |
Number of shares used in per share calculations | ||
Basic (in shares) | 1,134 | 1,040 |
Diluted (in shares) | 1,225 | 1,091 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 2,678 | $ 180 |
Other comprehensive income (loss), net of tax | ||
Gain (loss) on derivatives, net | (3) | (7) |
Pension liability adjustments | (1) | (1) |
Gain (loss) on investments, net | (1) | (1) |
Foreign currency translation adjustments | 0 | 37 |
Other comprehensive income (loss) | (5) | 28 |
Total comprehensive income | 2,673 | 208 |
Comprehensive (income) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income attributable to Micron | $ 2,673 | $ 208 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 | |
Assets | |||
Cash and equivalents | $ 6,008 | $ 5,109 | |
Short-term investments | 166 | 319 | |
Receivables | 3,876 | 3,759 | |
Inventories | 3,160 | 3,123 | |
Other current assets | 148 | 147 | |
Total current assets | 13,358 | 12,457 | |
Long-term marketable investments | [1] | 314 | 617 |
Property, plant, and equipment, net | 20,723 | 19,431 | |
Intangible assets, net | 368 | 387 | |
Deferred tax assets | 731 | 766 | |
Goodwill | 1,228 | 1,228 | |
Other noncurrent assets | 469 | 450 | |
Total assets | 37,191 | 35,336 | |
Liabilities and equity | |||
Accounts payable and accrued expenses | 3,766 | 3,664 | |
Deferred income | 416 | 408 | |
Current debt | 1,401 | 1,262 | |
Total current liabilities | 5,583 | 5,334 | |
Long-term debt | 7,644 | 9,872 | |
Other noncurrent liabilities | 553 | 639 | |
Total liabilities | 13,780 | 15,845 | |
Commitments and contingencies | |||
Redeemable convertible notes | 18 | 21 | |
Micron shareholders' equity | |||
Common stock, $0.10 par value, 3,000 shares authorized, 1,158 shares issued and outstanding (1,116 shares issued and 1,112 outstanding as of August 31, 2017) | 116 | 112 | |
Additional capital | 9,448 | 8,287 | |
Retained earnings | 12,938 | 10,260 | |
Treasury stock, 4 shares as of August 31, 2017 | 0 | (67) | |
Accumulated other comprehensive income | 24 | 29 | |
Total Micron shareholders' equity | 22,526 | 18,621 | |
Noncontrolling interests in subsidiaries | 867 | 849 | |
Total equity | 23,393 | 19,470 | |
Total liabilities and equity | $ 37,191 | $ 35,336 | |
[1] | The maturities of long-term marketable securities range from one to four years. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Liabilities and equity | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common Stock, authorized shares (in shares) | 3,000 | 3,000 |
Common Stock, issued (in shares) | 1,158 | 1,116 |
Common Stock, outstanding (in shares) | 1,158 | 1,112 |
Treasury Stock, held (in shares) | 0 | 4 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Cash flows from operating activities | ||
Net income | $ 2,678 | $ 180 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation expense and amortization of intangible assets | 1,090 | 771 |
Amortization of debt discount and other costs | 29 | 32 |
Loss on debt repurchases and conversions | 195 | 1 |
Stock-based compensation | 51 | 46 |
Change in operating assets and liabilities | ||
Receivables | (121) | (401) |
Inventories | (37) | 139 |
Accounts payable and accrued expenses | (261) | 299 |
Other | 12 | 71 |
Net cash provided by operating activities | 3,636 | 1,138 |
Cash flows from investing activities | ||
Expenditures for property, plant, and equipment | (1,956) | (1,264) |
Purchases of available-for-sale securities | (186) | (84) |
Payments to settle hedging activities | (17) | (173) |
Proceeds from sales of available-for-sale securities | 554 | 512 |
Proceeds from maturities of available-for-sale securities | 85 | 55 |
Proceeds from settlement of hedging activities | 28 | 7 |
Other | 58 | 11 |
Net cash provided by (used for) investing activities | (1,434) | (936) |
Cash flows from financing activities | ||
Repayments of debt | (2,744) | (188) |
Payments on equipment purchase contracts | (133) | (24) |
Proceeds from issuance of stock | 1,472 | 29 |
Proceeds from issuance of debt | 150 | 16 |
Other | (27) | (45) |
Net cash provided by (used for) financing activities | (1,282) | (212) |
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash | (6) | (42) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 914 | (52) |
Cash, cash equivalents, and restricted cash at beginning of period | 5,216 | 4,263 |
Cash, cash equivalents, and restricted cash at end of period | $ 6,130 | $ 4,211 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended August 31, 2017. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. 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 and 2017 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended August 31, 2017. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 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 VIE 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. 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 therewith, we had capital lease obligations and net property, plant, and equipment of $84 million and $81 million , respectively, as of November 30, 2017 , 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. 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 Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Nov. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 and requires modified retrospective adoption. We are evaluating the effects of our adoption of this ASU on 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 will be effective for us in the first quarter of 2020 with early adoption permitted and requires modified retrospective adoption. The adoption of this ASU will result in an increase in 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. We are evaluating the effects of our adoption of this ASU on our financial statements. 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. This ASU will be effective for us in the first quarter of 2019 and allows for either full retrospective or modified retrospective adoption. We expect that, as a result of the adoption of this ASU, the timing of recognizing revenue from sales of products to our distributors under agreements allowing rights of return or price protection will be generally earlier than under the existing revenue recognition guidance. Revenue recognized upon resale by our customers under these arrangements was 22% and 23% of our consolidated revenue for the first quarters of 2018 and 2017 , respectively. After adoption, the impact of this change in any reporting period would be the net effect of changes to revenue recognized as of the beginning and end of each period. We are evaluating the method and other effects of our adoption of this ASU on our financial statements. |
Acquisition of Inotera
Acquisition of Inotera | 3 Months Ended |
Nov. 30, 2017 | |
Inotera | |
Business Acquisition [Line Items] | |
Acquisition of Inotera | Acquisition of Inotera Through December 6, 2016, we held a 33% ownership interest in Inotera, now known as Micron Technology Taiwan, Inc. ("MTTW") and accounted for our ownership interest under the equity method. On December 6, 2016, we acquired the remaining 67% ownership interest in Inotera not owned by us (the "Inotera Acquisition") 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, under which we purchased $504 million of DRAM products in the first quarter of 2017, based on a pricing formula that equally shared margin between Inotera and us. Pro Forma Financial Information The following 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 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. Quarter ended December 1, Net sales $ 3,965 Net income 190 Net income attributable to Micron 190 Earnings per share Basic 0.17 Diluted 0.17 The pro forma financial information for the first quarter of 2017 includes our results for the quarter ended December 1, 2016, the results of Inotera for the three months ended November 30, 2016, and the adjustments described above. |
Cash and Investments
Cash and Investments | 3 Months Ended |
Nov. 30, 2017 | |
Investments [Abstract] | |
Cash and Investments | 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 November 30, 2017 August 31, 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 $ 1,850 $ — $ — $ 1,850 $ 2,237 $ — $ — $ 2,237 Level 1 (2) Money market funds 3,971 — — 3,971 2,332 — — 2,332 Level 2 (3) Corporate bonds 3 96 156 255 — 193 315 508 Certificates of deposit 169 7 3 179 483 24 3 510 Government securities 5 45 65 115 1 90 126 217 Asset-backed securities — 13 90 103 — 2 173 175 Commercial paper 10 5 — 15 56 10 — 66 6,008 $ 166 $ 314 $ 6,488 5,109 $ 319 $ 617 $ 6,045 Restricted cash (4) 122 107 Cash, cash equivalents, and restricted cash $ 6,130 $ 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 analyses to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of November 30, 2017 or August 31, 2017. (4) Restricted cash is included in other noncurrent assets and primarily represents balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan. Gross realized gains and losses from sales of available-for-sale securities were not material for any period presented. As of November 30, 2017 , there were no available-for-sale securities that had been in a loss position for longer than 12 months. |
Receivables
Receivables | 3 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Receivables | Receivables As of November 30, August 31, Trade receivables $ 3,603 $ 3,490 Income and other taxes 106 100 Other 167 169 $ 3,876 $ 3,759 |
Inventories
Inventories | 3 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of November 30, August 31, Finished goods $ 874 $ 856 Work in process 1,957 1,968 Raw materials and supplies 329 299 $ 3,160 $ 3,123 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 3 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment As of November 30, August 31, Land $ 345 $ 345 Buildings 8,134 7,958 Equipment (1) 33,980 32,187 Construction in progress (2) 560 499 Software 579 544 43,598 41,533 Accumulated depreciation (22,875 ) (22,102 ) $ 20,723 $ 19,431 (1) Included costs related to equipment not placed into service of $2.06 billion and $994 million , as of November 30, 2017 and August 31, 2017 , respectively. (2) Included building-related construction and tool installation costs for assets not placed into service. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of November 30, 2017 August 31, 2017 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortizing assets Product and process technology $ 753 $ (493 ) $ 756 $ (477 ) Non-amortizing assets In-process R&D 108 — 108 — Total intangible assets $ 861 $ (493 ) $ 864 $ (477 ) Goodwill $ 1,228 $ 1,228 During the first quarters of 2018 and 2017 , we capitalized $9 million and $8 million , respectively, for product and process technology with weighted-average useful lives of 10 years and 9 years, respectively. Expected amortization expense is $73 million for the remainder of 2018 , $50 million for 2019 , $33 million for 2020 , $28 million for 2021 , and $19 million for 2022 . |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses As of November 30, August 31, Accounts payable $ 1,209 $ 1,333 Property, plant, and equipment payables 1,314 1,018 Salaries, wages, and benefits 460 603 Income and other taxes 233 163 Customer advances 198 197 Other 352 350 $ 3,766 $ 3,664 |
Debt
Debt | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of November 30, 2017 August 31, 2017 Instrument Stated Rate Effective Rate Current Long-Term Total Current Long-Term Total MMJ Creditor Payments N/A 6.52 % $ 157 $ 474 $ 631 $ 157 $ 474 $ 631 Capital lease obligations N/A 3.74 % 354 759 1,113 357 833 1,190 2021 MSAC Term Loan 3.72 % 3.95 % 149 648 797 99 697 796 2021 MSTW Term Loan 2.85 % 3.01 % — 2,655 2,655 — 2,640 2,640 2022 Term Loan B 3.39 % 3.80 % 5 724 729 5 725 730 2023 Notes 5.25 % 5.43 % — — — — 991 991 2023 Secured Notes 7.50 % 7.69 % — — — — 1,238 1,238 2024 Notes 5.25 % 5.38 % — 546 546 — 546 546 2025 Notes 5.50 % 5.56 % — 515 515 — 515 515 2026 Notes 5.63 % 5.73 % — 129 129 — 128 128 2032C Notes (1) 2.38 % 5.95 % 234 164 398 — 211 211 2032D Notes (1) 3.13 % 6.33 % — 160 160 — 159 159 2033E Notes (1) 1.63 % 4.50 % 77 — 77 202 — 202 2033F Notes (1) 2.13 % 4.93 % 280 — 280 278 — 278 2043G Notes 3.00 % 6.76 % — 675 675 — 671 671 IMFT Member Debt 0.00 % 0.00 % — 150 150 — — — Other notes 2.00 % 2.56 % 145 45 190 164 44 208 $ 1,401 $ 7,644 $ 9,045 $ 1,262 $ 9,872 $ 11,134 (1) 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 September 30, 2017, these notes are convertible by the holders through the calendar quarter ended December 31, 2017. The 2033 Notes were classified as current 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 the dates presented. A portion of the 2032C Notes were classified as current because holders had converted the notes and they were not settled as of November 30, 2017. Debt Repurchases and Conversions During the first quarter of 2018, we repurchased or converted an aggregate of $2.36 billion principal amount of our debt. If we receive a notice of conversion for any of our convertible notes, and we elect to settle in cash any amount of the conversion 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 over a period of 20 consecutive trading days. Accordingly, at the date of our election to settle a conversion in cash, we 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 repurchases and conversions of our debt in the first quarter of 2018: Quarter ended November 30, 2017 Decrease in Principal Increase (Decrease) in Carrying Value Decrease in Cash Decrease in Equity Gain (Loss) Repurchases 2023 Secured Notes (1) $ (1,250 ) $ (1,238 ) $ (1,373 ) $ — $ (135 ) 2023 Notes (2) (1,000 ) (991 ) (1,046 ) — (55 ) Conversions 2033E Notes (3) (105 ) (125 ) (216 ) (81 ) (10 ) 2032C Notes (4) — 186 — (191 ) 5 $ (2,355 ) $ (2,168 ) $ (2,635 ) $ (272 ) $ (195 ) (1) Redeemed $438 million of principal amount on November 13, 2017, which represented 35% of the original principal amount issued and was settled with proceeds from our common stock issuance in October 2017. Also redeemed the remaining $812 million of principal amount on November 16, 2017. (2) Redeemed on November 16, 2017. (3) In August 2017, holders converted an aggregate principal amount of $58 million , which were settled in the first quarter of 2018 for $92 million in cash and 3 million shares of our treasury stock. During the quarter ended November 30, 2017, holders converted an aggregate principal amount of $50 million . For converted notes with an aggregate principal amount of $20 million , we settled the principal amount of the conversion in the first quarter of 2018 with cash of $20 million and the remainder of the conversion amount was settled with 1 million shares of our treasury stock. For the remaining aggregate principal amount of $30 million of conversions in the first quarter of 2018, we elected to settle the conversion obligation in excess of the principal amount in cash. We paid $104 million in the first quarter of 2018 to settle obligations for $27 million of the aggregate principal amount and obligations for the remaining $3 million in principal will settle in the second quarter of 2018. (4) Holders converted an aggregate principal amount of $51 million and we elected to settle the conversion obligation in excess of the principal amount in cash. As a result, the carrying amount as of November 30, 2017 increased for the fair values of the derivative debt liability. The conversion of these notes will settle in the second quarter of 2018. IMFT Member Debt In November 2017, Intel provided debt financing (the "IMFT Member Debt") of $150 million to IMFT pursuant to the terms of the IMFT joint venture agreement. Pursuant to the IMFT joint venture agreement, the IMFT Member Debt bears no interest, matures upon the completion of the auction and the 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. Upon conversion, the IMFT Member Debt would be added to IMFT's capital balance as a contribution from Intel. 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, without penalty or premium. 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, Intel will transfer to Micron any IMFT Member Debt outstanding at the time of the closing of the put or call transaction. 2022 Senior Secured Term Loan B Repricing Amendment On October 26, 2017, we amended our 2022 Term Loan B, substantially all of which was treated as a debt modification, to reduce the interest rate margins. As of November 30, 2017 , the 2022 Term Loan B bears interest at LIBOR plus 2.00% . Convertible Senior Notes As of November 30, 2017 , the trading price of our common stock was higher than the initial conversion prices of our convertibles notes. As a result, the conversion values for these notes exceeded the principal amounts by $2.87 billion as of November 30, 2017 . |
Contingencies
Contingencies | 3 Months Ended |
Nov. 30, 2017 | |
Loss Contingency [Abstract] | |
Contingencies | 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 are 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 13 U.S. patents and seeks damages, attorneys' fees, and costs. On December 15, 2014, Innovative Memory Solutions, Inc. 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 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 alleges that a variety of our DRAM products infringe two U.S. patents and seeks damages, injunctive relief, and other unspecified relief. Among other things, the above lawsuits pertain to certain of our DDR DRAM, DDR2 DRAM, DDR3 DRAM, DDR4 DRAM, SDR SDRAM, PSRAM, RLDRAM, LPDRAM, NAND, and certain other memory 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 Shares"), representing approximately 18% of Inotera's outstanding shares as of November 30, 2017 , 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. Other 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. |
Equity
Equity | 3 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Equity | Equity Micron Shareholders' Equity Common Stock Issuance : In October 2017, we issued 34 million shares of our common stock for $41.00 per share in a public offering for proceeds of $1.36 billion , net of underwriting fees and other offering costs. Outstanding Capped Calls : In connection with certain of our convertible notes, we entered into capped call transactions, 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 the strike prices on the expiration dates. As of November 30, 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 the strike prices for all 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. Expiration of Capped Calls : Subsequent to the end of our first quarter of 2018, we share-settled expirations of portions of our capped calls, and received 5 million shares (equal to a value of $215 million ) based on the volume-weighted trading stock prices at the expiration dates. The shares received were recorded as treasury stock. Noncontrolling Interests in Subsidiaries As of November 30, 2017 August 31, 2017 Noncontrolling Interest Balance Noncontrolling Interest Percentage Noncontrolling Interest Balance Noncontrolling Interest Percentage IMFT $ 850 49 % $ 832 49 % Other 17 Various 17 Various $ 867 $ 849 IMFT : Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel to manufacture semiconductor products exclusively for its members, who share the output of IMFT generally in proportion to their investment under a long-term supply agreement at prices approximating cost. For the first quarters of 2018 and 2017 , sales to Intel under such agreements were $112 million and $110 million , respectively. In the first quarter of 2018, IMFT discontinued production of NAND and continues to ramp production of 3D XPoint products. 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. 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 approximately the net book value of Intel's noncontrolling interest balance 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 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 of either the put or the call, we will continue to supply to Intel for a period of one year, at Intel's choice, between 50% and 100% of Intel's immediately preceding six -month period pre-closing volumes of IMFT products for the first six -month period following the closing and, at Intel's choice, between 0% and 100% 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. As of November 30, 2017, IMFT had $150 million of IMFT Member Debt outstanding from Intel. Creditors of IMFT have recourse only to IMFT's assets and do not have recourse to any other of our assets. The following table presents the assets and liabilities of IMFT included in our consolidated balance sheets: As of November 30, August 31, Assets Cash and equivalents $ 117 $ 87 Receivables 79 81 Inventories 106 128 Other current assets 4 7 Total current assets 306 303 Property, plant, and equipment, net 2,075 1,852 Other noncurrent assets 49 49 Total assets $ 2,430 $ 2,204 Liabilities Accounts payable and accrued expenses $ 351 $ 299 Deferred income 8 6 Current debt 19 19 Total current liabilities 378 324 Long-term debt 220 75 Other noncurrent liabilities 82 88 Total liabilities $ 680 $ 487 Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets. Restrictions on Net Assets As a result of the corporate reorganization proceedings of MMJ, the 2021 MSTW Term Loan covenants, and the IMFT joint venture agreement, our total restricted net assets (excluding intercompany balances and noncontrolling interests) as of November 30, 2017 were $3.71 billion for the MMJ Group, $2.35 billion for MSTW and MTTW, and $899 million for IMFT. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements All of our marketable debt and equity investments were classified as available-for-sale and carried at fair value. 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 November 30, 2017 August 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Notes and MMJ Creditor Payments $ 6,484 $ 6,342 $ 8,793 $ 8,423 Convertible notes 4,670 1,590 3,901 1,521 The fair values of our convertible notes were determined based on Level 2 inputs, 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. The fair values of our other debt instruments were estimated based on Level 2 inputs, including discounted cash flows, 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. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Nov. 30, 2017 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | 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, as of November 30, 2017, we had 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 : For settlement obligations associated with our convertible notes that become derivative debt liabilities 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 of our convertible note settlement obligations were based on the volume-weighted-average stock price (Level 2). 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) Noncurrent Liabilities (5) As of November 30, 2017 Currency forward contracts New Taiwan dollar $ 3,388 $ 31 $ (2 ) $ — $ — Yen 1,733 5 (4 ) — (4 ) Singapore dollar 570 2 — — — Euro 210 1 — — — Other 47 — (1 ) — — $ 5,948 Convertible notes settlement obligation 6 — (249 ) — — $ 39 $ (256 ) $ — $ (4 ) As of August 31, 2017 Currency forward contracts New Taiwan dollar $ 2,921 $ 22 $ (2 ) $ — $ — Yen 1,209 5 — 1 — Singapore dollar 324 1 — — — Euro 368 5 (2 ) — — Other 25 1 (1 ) — — $ 4,847 Convertible notes settlement obligation 2 — (47 ) — — $ 34 $ (52 ) $ 1 $ — (1) Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares. (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. (5) Included in other noncurrent liabilities. 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 due to changes in currency exchange rates are included in other non-operating income (expense). For derivative instruments without hedge accounting designation, recognized losses were $2 million and $178 million for the first quarters of 2018 and 2017 , respectively. Derivative Instruments with Cash Flow Hedge Accounting Designation Currency Derivatives : We 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. 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). For derivative instruments designated as cash flow hedges, the effective portion of the realized and unrealized gain or loss on the derivatives is included as a component of accumulated other comprehensive income (loss). 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. The ineffective and excluded portion of the realized and unrealized gain or loss is included in other non-operating income (expense). Total notional amounts and gross fair values for derivative instruments with cash flow hedge accounting designation were as follows: Notional Amount (in U.S. Dollars) Fair Value Current Assets (1) Current Liabilities (2) As of November 30, 2017 Euro $ 310 $ 5 $ — Yen 254 1 (3 ) $ 564 $ 6 $ (3 ) As of August 31, 2017 Euro $ 198 $ 13 $ — Yen 258 4 — $ 456 $ 17 $ — (1) Included in receivables – other. (2) Included in accounts payable and accrued expenses – other. We recognized losses of $4 million and $9 million for the first quarters of 2018 and 2017 , respectively, in accumulated other comprehensive income from the effective portion of cash flow hedges. Neither the ineffective portions of cash flow hedges recognized in other non-operating income (expense) nor the reclassifications from accumulated other comprehensive income (loss) to earnings were material in the first quarters of 2018 and 2017 . 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. |
Equity Plans
Equity Plans | 3 Months Ended |
Nov. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Plans | Equity Plans As of November 30, 2017 , 99 million shares of our common stock were available for future awards under our equity plans. Stock Options Quarter ended November 30, December 1, Stock options granted 1 2 Weighted-average grant-date fair value per share $ 17.67 $ 7.66 Average expected life in years 5.6 5.7 Weighted-average expected volatility 44 % 46 % Weighted-average risk-free interest rate 2.1 % 1.4 % Expected dividend yield 0.0 % 0.0 % Restricted Stock and Restricted Stock Units ("Restricted Stock Awards") Quarter ended November 30, December 1, Restricted stock award shares granted 2 3 Weighted-average grant-date fair value per share $ 39.01 $ 18.22 Stock-based Compensation Expense Quarter ended November 30, December 1, Stock-based compensation expense by caption Cost of goods sold $ 20 $ 19 Selling, general, and administrative 18 15 Research and development 13 12 $ 51 $ 46 Stock-based compensation expense by type of award Stock options $ 17 $ 17 Restricted stock awards 34 29 $ 51 $ 46 As of November 30, 2017 , $348 million of total unrecognized compensation costs for unvested awards was expected to be recognized through the first quarter of 2022 , resulting in a weighted-average period of 1.2 years. |
Research and Development
Research and Development | 3 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Research and Development | Research and Development 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 $56 million for each of the first quarters of 2018 and 2017 . |
Other Non-Operating Income (Exp
Other Non-Operating Income (Expense), Net | 3 Months Ended |
Nov. 30, 2017 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other Non-Operating Income (Expense), Net | Other Non-Operating Income (Expense), Net Quarter ended November 30, December 1, Loss on debt repurchases and conversions $ (195 ) $ (2 ) Loss from changes in currency exchange rates (9 ) (12 ) $ (204 ) $ (14 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax (provision) benefit consisted of the following: Quarter ended November 30, 2017 December 1, 2016 Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW $ (26 ) $ (13 ) Other income tax (provision) benefit, primarily other non-U.S. operations (88 ) (18 ) $ (114 ) $ (31 ) We have a full valuation allowance for our net deferred tax asset associated with our U.S. operations. The amount of the deferred tax asset considered realizable could be adjusted if significant positive evidence increases. Income taxes on U.S. operations in the first quarters of 2018 and 2017 were substantially offset by changes in the valuation allowance. We operate in a number of tax jurisdictions, including Singapore and Taiwan, where our earnings are indefinitely reinvested and are taxed at lower 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 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 $391 million (benefitting our diluted earnings per share by $0.32 ) for the first quarter of 2018 and by $40 million ( $0.04 per diluted share) for the first quarter of 2017 . U.S. tax reform legislation, if enacted on terms similar to current proposals, could reduce the U.S. corporate income tax rate and significantly affect how income from foreign operations is taxed in the United States. U.S. tax reform could subject a significant portion of cumulative and future foreign earnings to U.S. income taxes. We will assess the impact of U.S. tax reform on the realizability of the net deferred tax assets of our U.S. operations, which as of August 31, 2017, were reduced by a full valuation allowance of $1.52 billion . In addition, the reduction of the U.S. corporate income tax rate could have the effect of reducing the value of certain of our deferred tax assets in the United States. U.S. tax reform may have an adverse effect on our provision for income taxes and could cause a significant increase in our cash tax liabilities in the near term. We have available net operating loss and tax credit carryforwards that may partially offset taxes that result from U.S. tax reform. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Nov. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Quarter ended November 30, December 1, Net income attributable to Micron – Basic and Diluted $ 2,678 $ 180 Weighted-average common shares outstanding – Basic 1,134 1,040 Dilutive effect of equity plans and convertible notes 91 51 Weighted-average common shares outstanding – Diluted 1,225 1,091 Earnings per share Basic $ 2.36 $ 0.17 Diluted 2.19 0.16 Antidilutive potential common shares that could dilute basic earnings per share in the future were 2 million and 64 million for the first quarters of 2018 and 2017 , respectively. |
Segment Information
Segment Information | 3 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 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, graphics, and cloud server markets. Storage Business Unit ("SBU") : Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. 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. Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating expenses (income) are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. 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. Quarter ended November 30, December 1, Net sales CNBU $ 3,212 $ 1,470 SBU 1,383 860 MBU 1,365 1,032 EBU 830 578 All Other 13 30 $ 6,803 $ 3,970 Operating income (loss) CNBU $ 1,914 $ 204 SBU 400 (45 ) MBU 505 89 EBU 342 178 All Other (4 ) 12 3,157 438 Unallocated Stock-based compensation (51 ) (46 ) Restructure and asset impairments (6 ) (29 ) Other (3 ) (4 ) (60 ) (79 ) Operating income $ 3,097 $ 359 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended August 31, 2017. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. |
Reclassifications | Certain reclassifications have been made to prior period amounts to conform to current period presentation. |
Fiscal Period | Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2018 and 2017 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. |
Variable Interest Entities (Pol
Variable Interest Entities (Policies) | 3 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. |
Acquisition of Inotera (Tables)
Acquisition of Inotera (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Inotera | |
Business Acquisition [Line Items] | |
Pro Forma Information including Inotera | Quarter ended December 1, Net sales $ 3,965 Net income 190 Net income attributable to Micron 190 Earnings per share Basic 0.17 Diluted 0.17 |
Cash and Investments (Tables)
Cash and Investments (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Investments [Abstract] | |
Cash and equivalents and the fair values of available-for-sale investments | Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows: As of November 30, 2017 August 31, 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 $ 1,850 $ — $ — $ 1,850 $ 2,237 $ — $ — $ 2,237 Level 1 (2) Money market funds 3,971 — — 3,971 2,332 — — 2,332 Level 2 (3) Corporate bonds 3 96 156 255 — 193 315 508 Certificates of deposit 169 7 3 179 483 24 3 510 Government securities 5 45 65 115 1 90 126 217 Asset-backed securities — 13 90 103 — 2 173 175 Commercial paper 10 5 — 15 56 10 — 66 6,008 $ 166 $ 314 $ 6,488 5,109 $ 319 $ 617 $ 6,045 Restricted cash (4) 122 107 Cash, cash equivalents, and restricted cash $ 6,130 $ 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 analyses to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of November 30, 2017 or August 31, 2017. (4) Restricted cash is included in other noncurrent assets and primarily represents balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan. |
Receivables (Tables)
Receivables (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Receivables | As of November 30, August 31, Trade receivables $ 3,603 $ 3,490 Income and other taxes 106 100 Other 167 169 $ 3,876 $ 3,759 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of November 30, August 31, Finished goods $ 874 $ 856 Work in process 1,957 1,968 Raw materials and supplies 329 299 $ 3,160 $ 3,123 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | As of November 30, August 31, Land $ 345 $ 345 Buildings 8,134 7,958 Equipment (1) 33,980 32,187 Construction in progress (2) 560 499 Software 579 544 43,598 41,533 Accumulated depreciation (22,875 ) (22,102 ) $ 20,723 $ 19,431 (1) Included costs related to equipment not placed into service of $2.06 billion and $994 million , as of November 30, 2017 and August 31, 2017 , respectively. (2) Included building-related construction and tool installation costs for assets not placed into service. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | As of November 30, 2017 August 31, 2017 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortizing assets Product and process technology $ 753 $ (493 ) $ 756 $ (477 ) Non-amortizing assets In-process R&D 108 — 108 — Total intangible assets $ 861 $ (493 ) $ 864 $ (477 ) Goodwill $ 1,228 $ 1,228 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable And Accrued Expenses | As of November 30, August 31, Accounts payable $ 1,209 $ 1,333 Property, plant, and equipment payables 1,314 1,018 Salaries, wages, and benefits 460 603 Income and other taxes 233 163 Customer advances 198 197 Other 352 350 $ 3,766 $ 3,664 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of November 30, 2017 August 31, 2017 Instrument Stated Rate Effective Rate Current Long-Term Total Current Long-Term Total MMJ Creditor Payments N/A 6.52 % $ 157 $ 474 $ 631 $ 157 $ 474 $ 631 Capital lease obligations N/A 3.74 % 354 759 1,113 357 833 1,190 2021 MSAC Term Loan 3.72 % 3.95 % 149 648 797 99 697 796 2021 MSTW Term Loan 2.85 % 3.01 % — 2,655 2,655 — 2,640 2,640 2022 Term Loan B 3.39 % 3.80 % 5 724 729 5 725 730 2023 Notes 5.25 % 5.43 % — — — — 991 991 2023 Secured Notes 7.50 % 7.69 % — — — — 1,238 1,238 2024 Notes 5.25 % 5.38 % — 546 546 — 546 546 2025 Notes 5.50 % 5.56 % — 515 515 — 515 515 2026 Notes 5.63 % 5.73 % — 129 129 — 128 128 2032C Notes (1) 2.38 % 5.95 % 234 164 398 — 211 211 2032D Notes (1) 3.13 % 6.33 % — 160 160 — 159 159 2033E Notes (1) 1.63 % 4.50 % 77 — 77 202 — 202 2033F Notes (1) 2.13 % 4.93 % 280 — 280 278 — 278 2043G Notes 3.00 % 6.76 % — 675 675 — 671 671 IMFT Member Debt 0.00 % 0.00 % — 150 150 — — — Other notes 2.00 % 2.56 % 145 45 190 164 44 208 $ 1,401 $ 7,644 $ 9,045 $ 1,262 $ 9,872 $ 11,134 (1) 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 September 30, 2017, these notes are convertible by the holders through the calendar quarter ended December 31, 2017. The 2033 Notes were classified as current 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 the dates presented. A portion of the 2032C Notes were classified as current because holders had converted the notes and they were not settled as of November 30, 2017. |
Schedule of Repurchases and Conversions | The following table presents the effects of repurchases and conversions of our debt in the first quarter of 2018: Quarter ended November 30, 2017 Decrease in Principal Increase (Decrease) in Carrying Value Decrease in Cash Decrease in Equity Gain (Loss) Repurchases 2023 Secured Notes (1) $ (1,250 ) $ (1,238 ) $ (1,373 ) $ — $ (135 ) 2023 Notes (2) (1,000 ) (991 ) (1,046 ) — (55 ) Conversions 2033E Notes (3) (105 ) (125 ) (216 ) (81 ) (10 ) 2032C Notes (4) — 186 — (191 ) 5 $ (2,355 ) $ (2,168 ) $ (2,635 ) $ (272 ) $ (195 ) (1) Redeemed $438 million of principal amount on November 13, 2017, which represented 35% of the original principal amount issued and was settled with proceeds from our common stock issuance in October 2017. Also redeemed the remaining $812 million of principal amount on November 16, 2017. (2) Redeemed on November 16, 2017. (3) In August 2017, holders converted an aggregate principal amount of $58 million , which were settled in the first quarter of 2018 for $92 million in cash and 3 million shares of our treasury stock. During the quarter ended November 30, 2017, holders converted an aggregate principal amount of $50 million . For converted notes with an aggregate principal amount of $20 million , we settled the principal amount of the conversion in the first quarter of 2018 with cash of $20 million and the remainder of the conversion amount was settled with 1 million shares of our treasury stock. For the remaining aggregate principal amount of $30 million of conversions in the first quarter of 2018, we elected to settle the conversion obligation in excess of the principal amount in cash. We paid $104 million in the first quarter of 2018 to settle obligations for $27 million of the aggregate principal amount and obligations for the remaining $3 million in principal will settle in the second quarter of 2018. (4) Holders converted an aggregate principal amount of $51 million and we elected to settle the conversion obligation in excess of the principal amount in cash. As a result, the carrying amount as of November 30, 2017 increased for the fair values of the derivative debt liability. The conversion of these notes will settle in the second quarter of 2018. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Variable Interest Entity [Line Items] | |
Schedule Of Noncontrolling Interests In Subsidiaries | As of November 30, 2017 August 31, 2017 Noncontrolling Interest Balance Noncontrolling Interest Percentage Noncontrolling Interest Balance Noncontrolling Interest Percentage IMFT $ 850 49 % $ 832 49 % Other 17 Various 17 Various $ 867 $ 849 |
IM Flash Technologies, LLC | |
Variable Interest Entity [Line Items] | |
Total IMFT assets and liabilities | The following table presents the assets and liabilities of IMFT included in our consolidated balance sheets: As of November 30, August 31, Assets Cash and equivalents $ 117 $ 87 Receivables 79 81 Inventories 106 128 Other current assets 4 7 Total current assets 306 303 Property, plant, and equipment, net 2,075 1,852 Other noncurrent assets 49 49 Total assets $ 2,430 $ 2,204 Liabilities Accounts payable and accrued expenses $ 351 $ 299 Deferred income 8 6 Current debt 19 19 Total current liabilities 378 324 Long-term debt 220 75 Other noncurrent liabilities 82 88 Total liabilities $ 680 $ 487 Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Estimated fair value and carrying value of debt instruments | 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 November 30, 2017 August 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Notes and MMJ Creditor Payments $ 6,484 $ 6,342 $ 8,793 $ 8,423 Convertible notes 4,670 1,590 3,901 1,521 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Derivative Instrument Detail [Abstract] | |
Schedule of Derivative Instruments without Hedge Accounting Designation | 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) Noncurrent Liabilities (5) As of November 30, 2017 Currency forward contracts New Taiwan dollar $ 3,388 $ 31 $ (2 ) $ — $ — Yen 1,733 5 (4 ) — (4 ) Singapore dollar 570 2 — — — Euro 210 1 — — — Other 47 — (1 ) — — $ 5,948 Convertible notes settlement obligation 6 — (249 ) — — $ 39 $ (256 ) $ — $ (4 ) As of August 31, 2017 Currency forward contracts New Taiwan dollar $ 2,921 $ 22 $ (2 ) $ — $ — Yen 1,209 5 — 1 — Singapore dollar 324 1 — — — Euro 368 5 (2 ) — — Other 25 1 (1 ) — — $ 4,847 Convertible notes settlement obligation 2 — (47 ) — — $ 34 $ (52 ) $ 1 $ — (1) Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares. (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. (5) Included in other noncurrent liabilities. |
Schedule of Derivative Instruments with Cash Flow Hedge Accounting Designation | Total notional amounts and gross fair values for derivative instruments with cash flow hedge accounting designation were as follows: Notional Amount (in U.S. Dollars) Fair Value Current Assets (1) Current Liabilities (2) As of November 30, 2017 Euro $ 310 $ 5 $ — Yen 254 1 (3 ) $ 564 $ 6 $ (3 ) As of August 31, 2017 Euro $ 198 $ 13 $ — Yen 258 4 — $ 456 $ 17 $ — (1) Included in receivables – other. (2) Included in accounts payable and accrued expenses – other. |
Equity Plans (Tables)
Equity Plans (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options granted and fair value assumptions used | Quarter ended November 30, December 1, Stock options granted 1 2 Weighted-average grant-date fair value per share $ 17.67 $ 7.66 Average expected life in years 5.6 5.7 Weighted-average expected volatility 44 % 46 % Weighted-average risk-free interest rate 2.1 % 1.4 % Expected dividend yield 0.0 % 0.0 % |
Schedule restricted stock awards activity | Quarter ended November 30, December 1, Restricted stock award shares granted 2 3 Weighted-average grant-date fair value per share $ 39.01 $ 18.22 |
Stock-based compensation expense by caption | Quarter ended November 30, December 1, Stock-based compensation expense by caption Cost of goods sold $ 20 $ 19 Selling, general, and administrative 18 15 Research and development 13 12 $ 51 $ 46 Stock-based compensation expense by type of award Stock options $ 17 $ 17 Restricted stock awards 34 29 $ 51 $ 46 |
Other Non-Operating Income (E42
Other Non-Operating Income (Expense), Net (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of Other Nonoperating Income (Expense), Net | Quarter ended November 30, December 1, Loss on debt repurchases and conversions $ (195 ) $ (2 ) Loss from changes in currency exchange rates (9 ) (12 ) $ (204 ) $ (14 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax (provision) benefit | Quarter ended November 30, 2017 December 1, 2016 Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW $ (26 ) $ (13 ) Other income tax (provision) benefit, primarily other non-U.S. operations (88 ) (18 ) $ (114 ) $ (31 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share | Quarter ended November 30, December 1, Net income attributable to Micron – Basic and Diluted $ 2,678 $ 180 Weighted-average common shares outstanding – Basic 1,134 1,040 Dilutive effect of equity plans and convertible notes 91 51 Weighted-average common shares outstanding – Diluted 1,225 1,091 Earnings per share Basic $ 2.36 $ 0.17 Diluted 2.19 0.16 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Results by Segment | Quarter ended November 30, December 1, Net sales CNBU $ 3,212 $ 1,470 SBU 1,383 860 MBU 1,365 1,032 EBU 830 578 All Other 13 30 $ 6,803 $ 3,970 Operating income (loss) CNBU $ 1,914 $ 204 SBU 400 (45 ) MBU 505 89 EBU 342 178 All Other (4 ) 12 3,157 438 Unallocated Stock-based compensation (51 ) (46 ) Restructure and asset impairments (6 ) (29 ) Other (3 ) (4 ) (60 ) (79 ) Operating income $ 3,097 $ 359 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Debt | Capital lease obligations | ||
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities | ||
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | $ 84 | $ 80 |
Property, Plant, and Equipment | ||
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities | ||
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | $ 81 | $ 76 |
Recently Issued Accounting St47
Recently Issued Accounting Standards (Details) | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Customers with Price Protection or Rights of Return | ASU 2014-09 | Previously Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Percent of revenue from customers with price protection or rights of return | 22.00% | 23.00% |
Acquisition of Inotera (Details
Acquisition of Inotera (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Dec. 01, 2016 | Dec. 06, 2016 | Dec. 05, 2016 | |
Unaudited Pro Forma Financial Information | |||
Net sales | $ 3,965 | ||
Net income | 190 | ||
Net income attributable to Micron | $ 190 | ||
Earnings per share, basic (in dollars per share) | $ 0.17 | ||
Earnings per share, diluted (in dollars per share) | $ 0.17 | ||
Inotera | |||
Acquisition of Inotera | |||
Purchases of DRAM products from Inotera | $ 504 | ||
Inotera | |||
Acquisition of Inotera | |||
Ownership interest in Inotera immediately prior to acquisition (in hundredths) | 33.00% | ||
Percentage of Inotera voting interests acquired (in hundredths) | 67.00% |
Cash and Investments (Details)
Cash and Investments (Details) - USD ($) | 3 Months Ended | ||||
Nov. 30, 2017 | Aug. 31, 2017 | Dec. 01, 2016 | Sep. 01, 2016 | ||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | $ 6,008,000,000 | $ 5,109,000,000 | |||
Short-term investments | 166,000,000 | 319,000,000 | |||
Long-term marketable investments | [1] | 314,000,000 | 617,000,000 | ||
Total fair value | 6,488,000,000 | 6,045,000,000 | |||
Restricted cash | [2] | 122,000,000 | 107,000,000 | ||
Cash, cash equivalents, and restricted cash | 6,130,000,000 | 5,216,000,000 | $ 4,211,000,000 | $ 4,263,000,000 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | |||||
Available-for-sale securities in an unrealized loss position for longer than twelve months | $ 0 | ||||
Minimum | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Long-term marketable investments, general maturities (in years) | 1 year | ||||
Maximum | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Long-term marketable investments, general maturities (in years) | 4 years | ||||
Cash | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | $ 1,850,000,000 | 2,237,000,000 | |||
Short-term investments | 0 | 0 | |||
Long-term marketable investments | 0 | 0 | |||
Total fair value | 1,850,000,000 | 2,237,000,000 | |||
Money market funds | Level 1 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [3] | 3,971,000,000 | 2,332,000,000 | ||
Short-term investments | [3] | 0 | 0 | ||
Long-term marketable investments | [1],[3] | 0 | 0 | ||
Total fair value | [3] | 3,971,000,000 | 2,332,000,000 | ||
Corporate bonds | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 3,000,000 | 0 | ||
Short-term investments | [4] | 96,000,000 | 193,000,000 | ||
Long-term marketable investments | [1],[4] | 156,000,000 | 315,000,000 | ||
Total fair value | [4] | 255,000,000 | 508,000,000 | ||
Certificates of deposit | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 169,000,000 | 483,000,000 | ||
Short-term investments | [4] | 7,000,000 | 24,000,000 | ||
Long-term marketable investments | [1],[4] | 3,000,000 | 3,000,000 | ||
Total fair value | [4] | 179,000,000 | 510,000,000 | ||
Government securities | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 5,000,000 | 1,000,000 | ||
Short-term investments | [4] | 45,000,000 | 90,000,000 | ||
Long-term marketable investments | [1],[4] | 65,000,000 | 126,000,000 | ||
Total fair value | [4] | 115,000,000 | 217,000,000 | ||
Asset-backed securities | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 0 | 0 | ||
Short-term investments | [4] | 13,000,000 | 2,000,000 | ||
Long-term marketable investments | [1],[4] | 90,000,000 | 173,000,000 | ||
Total fair value | [4] | 103,000,000 | 175,000,000 | ||
Commercial paper | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 10,000,000 | 56,000,000 | ||
Short-term investments | [4] | 5,000,000 | 10,000,000 | ||
Long-term marketable investments | [1],[4] | 0 | 0 | ||
Total fair value | [4] | $ 15,000,000 | $ 66,000,000 | ||
[1] | The maturities of long-term marketable securities range from one to four years. | ||||
[2] | Restricted cash is included in other noncurrent assets and primarily represents balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan. | ||||
[3] | The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets. | ||||
[4] | 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 analyses to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of November 30, 2017 or August 31, 2017. |
Receivables (Details)
Receivables (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Receivables [Abstract] | ||
Trade receivables | $ 3,603 | $ 3,490 |
Income and other taxes | 106 | 100 |
Other | 167 | 169 |
Receivables | $ 3,876 | $ 3,759 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ||
Finished goods | $ 874 | $ 856 |
Work in process | 1,957 | 1,968 |
Raw materials and supplies | 329 | 299 |
Inventories | $ 3,160 | $ 3,123 |
Property, Plant, and Equipmen52
Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | $ 43,598 | $ 41,533 | |
Accumulated depreciation | (22,875) | (22,102) | |
Property, plant, and equipment, net | 20,723 | 19,431 | |
Land | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | 345 | 345 | |
Buildings | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | 8,134 | 7,958 | |
Equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | [1] | 33,980 | 32,187 |
Equipment not placed into service | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | 2,060 | 994 | |
Construction in progress | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | [2] | 560 | 499 |
Software | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | $ 579 | $ 544 | |
[1] | Included costs related to equipment not placed into service of $2.06 billion and $994 million, as of November 30, 2017 and August 31, 2017, respectively. | ||
[2] | Included building-related construction and tool installation costs for assets not placed into service. |
Intangible Assets and Goodwil53
Intangible Assets and Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 30, 2017 | Dec. 01, 2016 | Aug. 31, 2017 | |
Amortizing assets [Line Items] | |||
Accumulated Amortization | $ (493) | $ (477) | |
Annual amortization expense for intangible assets [Abstract] | |||
Remainder of 2018 | 73 | ||
2,019 | 50 | ||
2,020 | 33 | ||
2,021 | 28 | ||
2,022 | 19 | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | |||
Intangible Assets, Gross (Excluding Goodwill) | 861 | 864 | |
Goodwill | 1,228 | 1,228 | |
In-process R&D | |||
Non-amortizing assets [Line Items] | |||
Gross Amount, Non-amortizing assets | 108 | 108 | |
Product and process technology | |||
Amortizing assets [Line Items] | |||
Gross Amount, Amortizing assets | 753 | 756 | |
Accumulated Amortization | (493) | $ (477) | |
Product and process technology intangible asset capitalized during period | $ 9 | $ 8 | |
Product and process technology intangible asset capitalized during period, weighted-average useful lives (in years) | 10 years | 9 years |
Accounts Payable and Accrued 54
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accounts payable | $ 1,209 | $ 1,333 |
Property, plant, and equipment payables | 1,314 | 1,018 |
Salaries, wages, and benefits | 460 | 603 |
Income and other taxes | 233 | 163 |
Customer advances | 198 | 197 |
Other | 352 | 350 |
Total accounts payable and accrued expenses | $ 3,766 | $ 3,664 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||||||
Nov. 30, 2017USD ($) | Nov. 30, 2017USD ($) | Nov. 30, 2017USD ($)d | Dec. 01, 2016USD ($) | Aug. 31, 2017USD ($) | |||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Current debt | $ 1,401 | $ 1,401 | $ 1,401 | $ 1,262 | |||||
Long-term debt | 7,644 | 7,644 | 7,644 | 9,872 | |||||
Total Debt | $ 9,045 | $ 9,045 | 9,045 | 11,134 | |||||
Convertible Debt [Abstract] | |||||||||
Proceeds from issuance of debt | $ 150 | $ 16 | |||||||
Reorganization obligation | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Effective Rate (in ten thousandths) | 6.52% | 6.52% | 6.52% | ||||||
Current debt | $ 157 | $ 157 | $ 157 | 157 | |||||
Long-term debt | 474 | 474 | 474 | 474 | |||||
Total Debt | 631 | 631 | 631 | 631 | |||||
Capital lease obligations | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Current debt | 354 | 354 | 354 | 357 | |||||
Long-term debt | 759 | 759 | 759 | 833 | |||||
Total Debt | $ 1,113 | $ 1,113 | $ 1,113 | 1,190 | |||||
Capital lease obligations | Weighted Average | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Effective Rate (in ten thousandths) | 3.74% | 3.74% | 3.74% | ||||||
Secured Debt | 2021 MSAC Term Loan | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Current debt | $ 149 | $ 149 | $ 149 | 99 | |||||
Long-term debt | 648 | 648 | 648 | 697 | |||||
Total Debt | $ 797 | $ 797 | $ 797 | 796 | |||||
Secured Debt | 2021 MSAC Term Loan | Weighted Average | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 3.72% | 3.72% | 3.72% | ||||||
Effective Rate (in ten thousandths) | 3.95% | 3.95% | 3.95% | ||||||
Secured Debt | 2021 MSTW Term Loan | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 2.85% | 2.85% | 2.85% | ||||||
Effective Rate (in ten thousandths) | 3.01% | 3.01% | 3.01% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 2,655 | 2,655 | 2,655 | 2,640 | |||||
Total Debt | $ 2,655 | $ 2,655 | $ 2,655 | 2,640 | |||||
Secured Debt | 2022 Term Loan B | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 3.39% | 3.39% | 3.39% | ||||||
Effective Rate (in ten thousandths) | 3.80% | 3.80% | 3.80% | ||||||
Current debt | $ 5 | $ 5 | $ 5 | 5 | |||||
Long-term debt | 724 | 724 | 724 | 725 | |||||
Total Debt | $ 729 | $ 729 | $ 729 | 730 | |||||
Secured Debt | 2022 Term Loan B | LIBOR | |||||||||
Secured Debt [Abstract] | |||||||||
Margin on variable rate financing | 2.00% | ||||||||
Secured Debt | 2023 Secured Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 7.50% | 7.50% | 7.50% | ||||||
Effective Rate (in ten thousandths) | 7.69% | 7.69% | 7.69% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 0 | 0 | 0 | 1,238 | |||||
Total Debt | $ 0 | $ 0 | $ 0 | 1,238 | |||||
Corporate bonds | 2023 Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 5.25% | 5.25% | 5.25% | ||||||
Effective Rate (in ten thousandths) | 5.43% | 5.43% | 5.43% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 0 | 0 | 0 | 991 | |||||
Total Debt | $ 0 | $ 0 | $ 0 | 991 | |||||
Corporate bonds | 2024 Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 5.25% | 5.25% | 5.25% | ||||||
Effective Rate (in ten thousandths) | 5.38% | 5.38% | 5.38% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 546 | 546 | 546 | 546 | |||||
Total Debt | $ 546 | $ 546 | $ 546 | 546 | |||||
Corporate bonds | 2025 Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 5.50% | 5.50% | 5.50% | ||||||
Effective Rate (in ten thousandths) | 5.56% | 5.56% | 5.56% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 515 | 515 | 515 | 515 | |||||
Total Debt | $ 515 | $ 515 | $ 515 | 515 | |||||
Corporate bonds | 2026 Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 5.63% | 5.63% | 5.63% | ||||||
Effective Rate (in ten thousandths) | 5.73% | 5.73% | 5.73% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 129 | 129 | 129 | 128 | |||||
Total Debt | $ 129 | $ 129 | $ 129 | 128 | |||||
Convertible Debt | |||||||||
Convertible Debt [Abstract] | |||||||||
Conversion rights, threshold percentage of applicable conversion price (in hundredths) | 130.00% | ||||||||
Conversion rights, minimum number of trading days (in days) | d | 20 | ||||||||
Conversion rights, consecutive trading period (in days) | d | 30 | ||||||||
Conversion Value in Excess of Principal | $ 2,870 | ||||||||
Convertible Debt | 2032C Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 2.38% | 2.38% | 2.38% | ||||||
Effective Rate (in ten thousandths) | 5.95% | 5.95% | 5.95% | ||||||
Current debt | $ 234 | [1] | $ 234 | [1] | $ 234 | [1] | 0 | ||
Long-term debt | 164 | [1] | 164 | [1] | 164 | [1] | 211 | ||
Total Debt | $ 398 | $ 398 | $ 398 | 211 | |||||
Convertible Debt | 2032D Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 3.13% | 3.13% | 3.13% | ||||||
Effective Rate (in ten thousandths) | 6.33% | 6.33% | 6.33% | ||||||
Current debt | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | 0 | ||
Long-term debt | 160 | [1] | 160 | [1] | 160 | [1] | 159 | ||
Total Debt | $ 160 | $ 160 | $ 160 | 159 | |||||
Convertible Debt | 2033E Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 1.63% | 1.63% | 1.63% | ||||||
Effective Rate (in ten thousandths) | 4.50% | 4.50% | 4.50% | ||||||
Current debt | [1] | $ 77 | $ 77 | $ 77 | 202 | ||||
Long-term debt | [1] | 0 | 0 | 0 | 0 | ||||
Total Debt | $ 77 | $ 77 | $ 77 | 202 | |||||
Convertible Debt | 2033F Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 2.13% | 2.13% | 2.13% | ||||||
Effective Rate (in ten thousandths) | 4.93% | 4.93% | 4.93% | ||||||
Current debt | [1] | $ 280 | $ 280 | $ 280 | 278 | ||||
Long-term debt | [1] | 0 | 0 | 0 | 0 | ||||
Total Debt | $ 280 | $ 280 | $ 280 | 278 | |||||
Convertible Debt | 2043G Notes | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 3.00% | 3.00% | 3.00% | ||||||
Effective Rate (in ten thousandths) | 6.76% | 6.76% | 6.76% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 675 | 675 | 675 | 671 | |||||
Total Debt | $ 675 | $ 675 | $ 675 | 671 | |||||
Convertible Debt | IMFT Member Debt | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 0.00% | 0.00% | 0.00% | ||||||
Effective Rate (in ten thousandths) | 0.00% | 0.00% | 0.00% | ||||||
Current debt | $ 0 | $ 0 | $ 0 | 0 | |||||
Long-term debt | 150 | 150 | 150 | 0 | |||||
Total Debt | 150 | 150 | 150 | 0 | |||||
Convertible Debt | IMFT Member Debt | IM Flash Technologies, LLC | |||||||||
Convertible Debt [Abstract] | |||||||||
Proceeds from issuance of debt | 150 | ||||||||
Notes Payable, Other Payables | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Current debt | 145 | 145 | 145 | 164 | |||||
Long-term debt | 45 | 45 | 45 | 44 | |||||
Total Debt | $ 190 | $ 190 | $ 190 | $ 208 | |||||
Notes Payable, Other Payables | Weighted Average | |||||||||
Long-term Debt, by Current and Noncurrent [Abstract] | |||||||||
Stated Rate (in ten thousandths) | 2.00% | 2.00% | 2.00% | ||||||
Effective Rate (in ten thousandths) | 2.56% | 2.56% | 2.56% | ||||||
[1] | 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 September 30, 2017, these notes are convertible by the holders through the calendar quarter ended December 31, 2017. The 2033 Notes were classified as current 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 the dates presented. A portion of the 2032C Notes were classified as current because holders had converted the notes and they were not settled as of November 30, 2017. |
Debt - Debt Repurchases and Con
Debt - Debt Repurchases and Conversions (Details) shares in Millions, $ in Millions | Nov. 16, 2017USD ($) | Nov. 13, 2017USD ($) | Aug. 31, 2017USD ($) | Mar. 01, 2018USD ($) | Nov. 30, 2017USD ($)dshares | Dec. 01, 2016USD ($) | |
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | $ (2,360) | ||||||
Decrease in Cash | (2,744) | $ (188) | |||||
Gain (Loss) on debt repurchases and conversions | (195) | $ (2) | |||||
Unscheduled Settlement Activities | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | (2,355) | ||||||
Increase (Decrease) in Carrying Value | (2,168) | ||||||
Decrease in Cash | (2,635) | ||||||
Decrease in Equity | (272) | ||||||
Secured Debt | 2023 Secured Notes | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | $ (812) | $ (438) | |||||
Percentage of Principal Amount Redeemable Using Equity Offering Proceeds | 35.00% | ||||||
Secured Debt | 2023 Secured Notes | Repurchases | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | [1] | (1,250) | |||||
Increase (Decrease) in Carrying Value | [1] | (1,238) | |||||
Decrease in Cash | [1] | (1,373) | |||||
Gain (Loss) on debt repurchases and conversions | [1] | (135) | |||||
Corporate bonds | 2023 Notes | Repurchases | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | [2] | (1,000) | |||||
Increase (Decrease) in Carrying Value | [2] | (991) | |||||
Decrease in Cash | [2] | (1,046) | |||||
Gain (Loss) on debt repurchases and conversions | [2] | $ (55) | |||||
Convertible Debt | |||||||
Extinguishment of Debt [Line Items] | |||||||
Derivative, Term of Contract, Consecutive Trading Days | d | 20 | ||||||
Convertible Debt | 2033E Notes | |||||||
Extinguishment of Debt [Line Items] | |||||||
Principal amount converted by holders | $ 50 | ||||||
Convertible Debt | 2033E Notes | 2033E Conversion Tranche 1 | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Cash | $ (92) | ||||||
Principal amount converted by holders | $ 58 | ||||||
Stock issued for conversion of 2033E Notes | shares | 3 | ||||||
Convertible Debt | 2033E Notes | 2033E Conversion Tranche 2 | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Cash | $ (20) | ||||||
Principal amount elected to be settled in cash and shares | $ 20 | ||||||
Stock issued for conversion of 2033E Notes | shares | 1 | ||||||
Convertible Debt | 2033E Notes | 2033E Conversion Tranche 3 | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | $ (27) | ||||||
Decrease in Cash | (104) | ||||||
Principal amount elected to be settled in cash | 30 | ||||||
Convertible Debt | 2033E Notes | 2033E Conversion Tranche 3 | Scenario, Forecast | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | $ (3) | ||||||
Convertible Debt | 2033E Notes | Conversions | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | [3] | (105) | |||||
Increase (Decrease) in Carrying Value | [3] | (125) | |||||
Decrease in Cash | [3] | (216) | |||||
Gain (Loss) on debt repurchases and conversions | [3] | (10) | |||||
Decrease in Equity | [3] | (81) | |||||
Convertible Debt | 2032C Notes | |||||||
Extinguishment of Debt [Line Items] | |||||||
Principal amount elected to be settled in cash | 51 | ||||||
Convertible Debt | 2032C Notes | Conversions | |||||||
Extinguishment of Debt [Line Items] | |||||||
Decrease in Principal | [4] | 0 | |||||
Increase (Decrease) in Carrying Value | [4] | 186 | |||||
Decrease in Cash | [4] | 0 | |||||
Gain (Loss) on debt repurchases and conversions | [4] | 5 | |||||
Decrease in Equity | [4] | $ (191) | |||||
[1] | Redeemed $438 million of principal amount on November 13, 2017, which represented 35% of the original principal amount issued and was settled with proceeds from our common stock issuance in October 2017. Also redeemed the remaining $812 million of principal amount on November 16, 2017. | ||||||
[2] | Redeemed on November 16, 2017. | ||||||
[3] | In August 2017, holders converted an aggregate principal amount of $58 million, which were settled in the first quarter of 2018 for $92 million in cash and 3 million shares of our treasury stock. During the quarter ended November 30, 2017, holders converted an aggregate principal amount of $50 million. For converted notes with an aggregate principal amount of $20 million, we settled the principal amount of the conversion in the first quarter of 2018 with cash of $20 million and the remainder of the conversion amount was settled with 1 million shares of our treasury stock. For the remaining aggregate principal amount of $30 million of conversions in the first quarter of 2018, we elected to settle the conversion obligation in excess of the principal amount in cash. We paid $104 million in the first quarter of 2018 to settle obligations for $27 million of the aggregate principal amount and obligations for the remaining $3 million in principal will settle in the second quarter of 2018. | ||||||
[4] | Holders converted an aggregate principal amount of $51 million and we elected to settle the conversion obligation in excess of the principal amount in cash. As a result, the carrying amount as of November 30, 2017 increased for the fair values of the derivative debt liability. The conversion of these notes will settle in the second quarter of 2018. |
Contingencies (Details)
Contingencies (Details) - Pending Litigation $ in Millions | 3 Months Ended |
Nov. 30, 2017USD ($)patent | |
Qimonda AG Inotera Share Purchase Proceedings | |
Loss Contingencies [Line Items] | |
Percentage of total Inotera shares subject to litigation (in hundredths) | 18.00% |
Loss contingency, judgment under appeal | $ | $ 1 |
Patent Matters | Elm 3DS Innovations, LLC | |
Loss Contingencies [Line Items] | |
Number of patents allegedly infringed | 13 |
Patent Matters | Innovative Memory Solutions, Inc. | |
Loss Contingencies [Line Items] | |
Number of patents allegedly infringed | 8 |
Patent Matters | Harvard University | |
Loss Contingencies [Line Items] | |
Number of patents allegedly infringed | 2 |
Equity - Common Stock Issuance
Equity - Common Stock Issuance (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended |
Oct. 31, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Common stock issued (in shares) | shares | 34 |
Common shares issued, Price per share | $ / shares | $ 41 |
Proceeds from common stock issuance | $ | $ 1,360 |
Equity - Capped Calls (Details)
Equity - Capped Calls (Details) - Call Option - USD ($) shares in Millions | 1 Months Ended | |
Dec. 20, 2017 | Nov. 30, 2017 | |
Subsequent Event | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Treasury shares acquired from settlement of capped calls (in shares) | 5 | |
Purchased options | Subsequent Event | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Shares received upon settlement of capped calls | 5 | |
Dollar value of shares received upon settlement of capped calls | $ 215,000,000 | |
Purchased options | Minimum | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Value at Expiration | $ 0 | |
Purchased options | Maximum | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Value at Expiration | $ 527,000,000 |
Equity - NCI and Consolidated V
Equity - NCI and Consolidated VIE Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 30, 2017 | Dec. 01, 2016 | Aug. 31, 2017 | |
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest Balance | $ 867 | $ 849 | |
Net sales | $ 6,803 | $ 3,970 | |
IM Flash Technologies, LLC | |||
Joint Venture Agreement, Terms [Abstract] | |||
Continued Supply Period to Intel | 1 year | ||
Supply Lookback Period | 6 months | ||
Intel Output Allotment, Subperiod Duration | 6 months | ||
IM Flash Technologies, LLC | Minimum | |||
Joint Venture Agreement, Terms [Abstract] | |||
Intel Output Allotment, First Six Months Percentage | 50.00% | ||
Intel Output Allotment, Second Six Months Percentage | 0.00% | ||
IM Flash Technologies, LLC | Minimum | Intel Put Option | |||
Joint Venture Agreement, Terms [Abstract] | |||
Period Between Election Date And Transaction Closing Date | 6 months | ||
Period Intel would be required to finance IMFT purchase after put option election | 1 year | ||
IM Flash Technologies, LLC | Minimum | Micron Call Option | |||
Joint Venture Agreement, Terms [Abstract] | |||
Period Between Election Date And Transaction Closing Date | 6 months | ||
IM Flash Technologies, LLC | Maximum | |||
Joint Venture Agreement, Terms [Abstract] | |||
Intel Output Allotment, First Six Months Percentage | 100.00% | ||
Intel Output Allotment, Second Six Months Percentage | 100.00% | ||
IM Flash Technologies, LLC | Maximum | Intel Put Option | |||
Joint Venture Agreement, Terms [Abstract] | |||
Period Between Election Date And Transaction Closing Date | 2 years | ||
Period Intel would be required to finance IMFT purchase after put option election | 2 years | ||
IM Flash Technologies, LLC | Maximum | Micron Call Option | |||
Joint Venture Agreement, Terms [Abstract] | |||
Period Between Election Date And Transaction Closing Date | 1 year | ||
IM Flash Technologies, LLC | Intel | Non-Trade | |||
Variable Interest Entity [Line Items] | |||
Net sales | $ 112 | $ 110 | |
Other Consolidated Entities | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest Balance | 17 | 17 | |
Variable Interest Entity, Primary Beneficiary | IM Flash Technologies, LLC | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest Balance | $ 850 | $ 832 | |
Noncontrolling Interest Percentage (in hundredths) | 49.00% | 49.00% | |
Ownership interest in IMFT (in hundredths) | 51.00% |
Equity - Consolidated VIE asset
Equity - Consolidated VIE assets and liabilities (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 | |
Assets | |||
Cash and equivalents | $ 6,008 | $ 5,109 | |
Receivables | 3,876 | 3,759 | |
Inventories | 3,160 | 3,123 | |
Other current assets | 148 | 147 | |
Total current assets | 13,358 | 12,457 | |
Property, plant, and equipment, net | 20,723 | 19,431 | |
Other noncurrent assets | 469 | 450 | |
Total assets | 37,191 | 35,336 | |
Liabilities | |||
Accounts payable and accrued expenses | 3,766 | 3,664 | |
Deferred income | 416 | 408 | |
Current debt | 1,401 | 1,262 | |
Total current liabilities | 5,583 | 5,334 | |
Long-term debt | 7,644 | 9,872 | |
Other noncurrent liabilities | 553 | 639 | |
Total liabilities | 13,780 | 15,845 | |
IM Flash Technologies, LLC | IMFT Member Debt | Convertible Debt Securities | |||
Liabilities | |||
Long-term debt | 150 | ||
Variable Interest Entity, Primary Beneficiary | IM Flash Technologies, LLC | |||
Assets | |||
Cash and equivalents | [1] | 117 | 87 |
Receivables | [1] | 79 | 81 |
Inventories | [1] | 106 | 128 |
Other current assets | [1] | 4 | 7 |
Total current assets | [1] | 306 | 303 |
Property, plant, and equipment, net | [1] | 2,075 | 1,852 |
Other noncurrent assets | [1] | 49 | 49 |
Total assets | [1] | 2,430 | 2,204 |
Liabilities | |||
Accounts payable and accrued expenses | [1] | 351 | 299 |
Deferred income | [1] | 8 | 6 |
Current debt | [1] | 19 | 19 |
Total current liabilities | [1] | 378 | 324 |
Long-term debt | [1] | 220 | 75 |
Other noncurrent liabilities | [1] | 82 | 88 |
Total liabilities | [1] | $ 680 | $ 487 |
[1] | Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets. |
Equity - Restrictions on Net As
Equity - Restrictions on Net Assets (Details) $ in Millions | Nov. 30, 2017USD ($) |
MMJ Group | |
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract] | |
Amount of restricted net assets | $ 3,710 |
MSTW and MTTW | |
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract] | |
Amount of restricted net assets | 2,350 |
IM Flash Technologies, LLC | |
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract] | |
Amount of restricted net assets | $ 899 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Fair value disclosure [Line Items] | ||
Carrying Value of Debt | $ 9,045 | $ 11,134 |
Fair Value | Level 2 | Notes and MMJ Creditor Payments | ||
Fair value disclosure [Line Items] | ||
Fair Value of Notes and MMJ Creditor Payments | 6,484 | 8,793 |
Fair Value | Level 2 | Convertible notes | ||
Fair value disclosure [Line Items] | ||
Fair Value of Convertible notes | 4,670 | 3,901 |
Carrying Value | Notes and MMJ Creditor Payments | ||
Fair value disclosure [Line Items] | ||
Carrying Value of Debt | 6,342 | 8,423 |
Carrying Value | Convertible notes | ||
Fair value disclosure [Line Items] | ||
Carrying Value of Debt | $ 1,590 | $ 1,521 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Values (Details) shares in Millions, $ in Millions, ¥ in Billions | 3 Months Ended | |||
Nov. 30, 2017JPY (¥)shares | Nov. 30, 2017USD ($)shares | Aug. 31, 2017USD ($)shares | ||
Not Designated as Hedging Instrument | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [1] | $ (256) | $ (52) | |
Not Designated as Hedging Instrument | Forward Contracts | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | [2] | 5,948 | 4,847 | |
Foreign Currency Cash Flow Hedges [Abstract] | ||||
General maturity of non-designated currency forward contracts (in days) | 9 months | |||
Not Designated as Hedging Instrument | Forward Contracts | 2017 Reorganization Payment Instruments | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | ¥ | ¥ 18 | |||
Not Designated as Hedging Instrument | Forward Contracts | 2018 Reorganization Payment Instruments | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | ¥ | ¥ 28 | |||
Not Designated as Hedging Instrument | Forward Contracts | New Taiwan dollar | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | [2] | 3,388 | 2,921 | |
Not Designated as Hedging Instrument | Forward Contracts | Yen | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | [2] | 1,733 | 1,209 | |
Not Designated as Hedging Instrument | Forward Contracts | Singapore dollar | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | [2] | 570 | 324 | |
Not Designated as Hedging Instrument | Forward Contracts | Euro | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | [2] | 210 | 368 | |
Not Designated as Hedging Instrument | Forward Contracts | Other | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | [2] | $ 47 | $ 25 | |
Not Designated as Hedging Instrument | Convertible notes settlement obligations | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Convertible Notes (in shares) | shares | [2] | 6 | 6 | 2 |
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3],[4] | $ 0 | $ 0 | |
Not Designated as Hedging Instrument | Accounts receivable | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 39 | 34 | |
Not Designated as Hedging Instrument | Accounts receivable | Forward Contracts | New Taiwan dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 31 | 22 | |
Not Designated as Hedging Instrument | Accounts receivable | Forward Contracts | Yen | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 5 | 5 | |
Not Designated as Hedging Instrument | Accounts receivable | Forward Contracts | Singapore dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 2 | 1 | |
Not Designated as Hedging Instrument | Accounts receivable | Forward Contracts | Euro | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 1 | 5 | |
Not Designated as Hedging Instrument | Accounts receivable | Forward Contracts | Other | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 0 | 1 | |
Not Designated as Hedging Instrument | Accounts payable and accrued liabilities | Forward Contracts | New Taiwan dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [5] | (2) | (2) | |
Not Designated as Hedging Instrument | Accounts payable and accrued liabilities | Forward Contracts | Yen | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [5] | (4) | 0 | |
Not Designated as Hedging Instrument | Accounts payable and accrued liabilities | Forward Contracts | Singapore dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [5] | 0 | 0 | |
Not Designated as Hedging Instrument | Accounts payable and accrued liabilities | Forward Contracts | Euro | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [5] | 0 | (2) | |
Not Designated as Hedging Instrument | Accounts payable and accrued liabilities | Forward Contracts | Other | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [5] | (1) | (1) | |
Not Designated as Hedging Instrument | Debt | Convertible notes settlement obligations | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [1] | (249) | (47) | |
Not Designated as Hedging Instrument | Other noncurrent assets | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3] | 0 | 1 | |
Not Designated as Hedging Instrument | Other noncurrent assets | Forward Contracts | New Taiwan dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent assets | Forward Contracts | Yen | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3] | 0 | 1 | |
Not Designated as Hedging Instrument | Other noncurrent assets | Forward Contracts | Singapore dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent assets | Forward Contracts | Euro | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent assets | Forward Contracts | Other | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [3] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | (4) | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | Forward Contracts | New Taiwan dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | Forward Contracts | Yen | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | (4) | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | Forward Contracts | Singapore dollar | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | Forward Contracts | Euro | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | Forward Contracts | Other | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | 0 | 0 | |
Not Designated as Hedging Instrument | Other noncurrent liabilities | Convertible notes settlement obligations | ||||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Liabilities | [6] | 0 | 0 | |
Designated as Hedging Instrument | Cash Flow Hedging | Forward Contracts | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | 564 | 456 | ||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 6 | 17 | |
Fair Value of Liabilities | [5] | (3) | 0 | |
Foreign Currency Cash Flow Hedges [Abstract] | ||||
General maturity of hedge contracts (in months) | 12 months | |||
Designated as Hedging Instrument | Cash Flow Hedging | Forward Contracts | Yen | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | 254 | 258 | ||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 1 | 4 | |
Fair Value of Liabilities | [5] | (3) | 0 | |
Designated as Hedging Instrument | Cash Flow Hedging | Forward Contracts | Euro | ||||
Notional Disclosures [Abstract] | ||||
Notional Amount, Forward Contracts | 310 | 198 | ||
Derivative, Fair Value, Net [Abstract] | ||||
Fair Value of Assets | [4] | 5 | 13 | |
Fair Value of Liabilities | [5] | $ 0 | $ 0 | |
[1] | Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations. | |||
[2] | Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares. | |||
[3] | Included in other noncurrent assets. | |||
[4] | Included in receivables – other. | |||
[5] | Included in accounts payable and accrued expenses – other | |||
[6] | Included in other noncurrent liabilities. |
Derivative Instruments - Hedgin
Derivative Instruments - Hedging Relationship (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Not Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net gains (losses) for derivative instruments without hedge accounting designation | $ (2) | $ (178) |
Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net gains (losses) recognized in other comprehensive income, effective portion | $ (4) | $ (9) |
Equity Plans - Share Based Comp
Equity Plans - Share Based Compensation Plan Information (Details) - $ / shares shares in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for future awards (in shares) | 99 | |
Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Stock options granted (in shares) | 1 | 2 |
Weighted-average grant-date fair value per share (in dollars per share) | $ 17.67 | $ 7.66 |
Average expected life in years | 5 years 7 months | 5 years 8 months |
Weighted-average expected volatility (in hundredths) | 44.00% | 46.00% |
Weighted-average risk-free interest rate (in hundredths) | 2.10% | 1.40% |
Expected dividend yield (in hundredths) | 0.00% | 0.00% |
Restricted stock award | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Restricted stock awards granted (in shares) | 2 | 3 |
Weighted-average grant-date fair value per share (in dollars per share) | $ 39.01 | $ 18.22 |
Equity Plans - Share-based Comp
Equity Plans - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 51 | $ 46 |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||
Total unrecognized compensation costs related to non-vested awards expected to be recognized | $ 348 | |
Weighted average period that unrecognized compensation costs is expected to be recognized (in years) | 1 year 2 months | |
Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 17 | 17 |
Restricted stock award | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 34 | 29 |
Cost of Goods Sold | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 20 | 19 |
Selling, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 18 | 15 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 13 | $ 12 |
Research and Development (Detai
Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Collaborative Arrangement Process Design and Process Development | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Reduction in R and D expenses for reimbursements from partners | $ 56 | $ 56 |
Other Non-Operating Income (E69
Other Non-Operating Income (Expense), Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Other Nonoperating Income (Expense) [Abstract] | ||
Loss on debt repurchases and conversions | $ (195) | $ (2) |
Loss from changes in currency exchange rates | (9) | (12) |
Other non-operating income (expense), net | $ (204) | $ (14) |
Income Taxes - (Provision) Bene
Income Taxes - (Provision) Benefit (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Income tax (provision) benefit | ||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW | $ (26) | $ (13) |
Other income tax (provision) benefit, primarily other non-U.S. operations | (88) | (18) |
Income tax (provision) benefit | $ (114) | $ (31) |
Income Taxes - Tax Holiday (Det
Income Taxes - Tax Holiday (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit due to arrangements allowing computation of tax provision at rates below local statutory rates | $ 391 | $ 40 |
Tax benefit per diluted share due to arrangements allowing computation of tax provision at rates below local statutory rates (in dollars per share) | $ 0.32 | $ 0.04 |
Income Taxes - Tax Reform Legis
Income Taxes - Tax Reform Legislation (Details) $ in Millions | Aug. 31, 2017USD ($) |
Domestic Tax Authority | |
Valuation Allowance [Line Items] | |
Deferred Tax Assets, Valuation Allowance | $ 1,520 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Dec. 01, 2016 | |
Earnings Per Share Reconciliation [Abstract] | ||
Net income attributable to Micron - Basic | $ 2,678 | $ 180 |
Net income attributable to Micron - Diluted | $ 2,678 | $ 180 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted-average common shares outstanding - Basic (in shares) | 1,134 | 1,040 |
Dilutive effect of equity plans and convertible notes (in shares) | 91 | 51 |
Weighted-average common shares outstanding - Diluted (in shares) | 1,225 | 1,091 |
Earnings Per Share, Basic [Abstract] | ||
Basic (in dollars per share) | $ 2.36 | $ 0.17 |
Earnings Per Share, Diluted [Abstract] | ||
Diluted (in dollars per share) | $ 2.19 | $ 0.16 |
Antidilutive potential common shares that could dilute basic earnings per share in the future (in shares) | 2 | 64 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | |
Nov. 30, 2017USD ($)segment | Dec. 01, 2016USD ($) | |
Reportable Segments | ||
Number of reportable segments | segment | 4 | |
Net sales | ||
Net sales | $ 6,803 | $ 3,970 |
Operating income | ||
Stock-based compensation | (51) | (46) |
Other | (11) | (23) |
Operating income (loss) | 3,097 | 359 |
CNBU | ||
Net sales | ||
Net sales | 3,212 | 1,470 |
SBU | ||
Net sales | ||
Net sales | 1,383 | 860 |
MBU | ||
Net sales | ||
Net sales | 1,365 | 1,032 |
EBU | ||
Net sales | ||
Net sales | 830 | 578 |
All Other | ||
Net sales | ||
Net sales | 13 | 30 |
Operating Segments | ||
Operating income | ||
Operating income (loss) | 3,157 | 438 |
Operating Segments | CNBU | ||
Operating income | ||
Operating income (loss) | 1,914 | 204 |
Operating Segments | SBU | ||
Operating income | ||
Operating income (loss) | 400 | (45) |
Operating Segments | MBU | ||
Operating income | ||
Operating income (loss) | 505 | 89 |
Operating Segments | EBU | ||
Operating income | ||
Operating income (loss) | 342 | 178 |
Operating Segments | All Other | ||
Operating income | ||
Operating income (loss) | (4) | 12 |
Unallocated | ||
Operating income | ||
Stock-based compensation | (51) | (46) |
Restructure and asset impairments | (6) | (29) |
Other | (3) | (4) |
Operating income (loss) | $ (60) | $ (79) |