Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
May 31, 2018 | Jun. 15, 2018 | |
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 | May 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 1,159,810,627 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 7,797 | $ 5,566 | $ 21,951 | $ 14,184 |
Cost of goods sold | 3,074 | 2,957 | 9,211 | 8,860 |
Gross margin | 4,723 | 2,609 | 12,740 | 5,324 |
Selling, general, and administrative | 211 | 204 | 598 | 550 |
Research and development | 603 | 434 | 1,574 | 1,377 |
Other operating (income) expense, net | (44) | 8 | (49) | 31 |
Operating income | 3,953 | 1,963 | 10,617 | 3,366 |
Interest income | 36 | 10 | 86 | 25 |
Interest expense | (80) | (153) | (292) | (453) |
Other non-operating income (expense), net | (193) | (83) | (450) | (63) |
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees | 3,716 | 1,737 | 9,961 | 2,875 |
Income tax (provision) benefit | 109 | (92) | (148) | (161) |
Equity in net income (loss) of equity method investees | (2) | 2 | (1) | 7 |
Net income | 3,823 | 1,647 | 9,812 | 2,721 |
Net (income) attributable to noncontrolling interests | 0 | 0 | (2) | 0 |
Net income attributable to Micron | $ 3,823 | $ 1,647 | $ 9,810 | $ 2,721 |
Earnings per share | ||||
Basic (in dollars per share) | $ 3.30 | $ 1.49 | $ 8.53 | $ 2.52 |
Diluted (in dollars per share) | $ 3.10 | $ 1.40 | $ 7.96 | $ 2.38 |
Number of shares used in per share calculations | ||||
Basic (in shares) | 1,159 | 1,106 | 1,150 | 1,082 |
Diluted (in shares) | 1,235 | 1,177 | 1,233 | 1,142 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,823 | $ 1,647 | $ 9,812 | $ 2,721 |
Other comprehensive income (loss), net of tax | ||||
Gains (losses) on derivative instruments | (21) | 6 | (6) | (1) |
Pension liability adjustments | (1) | 1 | 0 | 0 |
Unrealized gains (losses) on investments | 0 | 1 | (2) | 0 |
Foreign currency translation adjustments | 1 | 11 | 1 | 48 |
Other comprehensive income (loss) | (21) | 19 | (7) | 47 |
Total comprehensive income | 3,802 | 1,666 | 9,805 | 2,768 |
Comprehensive (income) attributable to noncontrolling interests | 0 | 0 | (2) | 0 |
Comprehensive income attributable to Micron | $ 3,802 | $ 1,666 | $ 9,803 | $ 2,768 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 | |
Assets | |||
Cash and equivalents | $ 6,808 | $ 5,109 | |
Short-term investments | 263 | 319 | |
Receivables | 4,912 | 3,759 | |
Inventories | 3,369 | 3,123 | |
Other current assets | 147 | 147 | |
Total current assets | 15,499 | 12,457 | |
Long-term marketable investments | [1] | 487 | 617 |
Property, plant, and equipment, net | 22,705 | 19,431 | |
Intangible assets, net | 334 | 387 | |
Deferred tax assets | 989 | 766 | |
Goodwill | 1,228 | 1,228 | |
Other noncurrent assets | 603 | 450 | |
Total assets | 41,845 | 35,336 | |
Liabilities and equity | |||
Accounts payable and accrued expenses | 3,998 | 3,664 | |
Deferred income | 431 | 408 | |
Current debt | 1,454 | 1,262 | |
Total current liabilities | 5,883 | 5,334 | |
Long-term debt | 5,890 | 9,872 | |
Other noncurrent liabilities | 549 | 639 | |
Total liabilities | 12,322 | 15,845 | |
Commitments and contingencies | |||
Redeemable convertible notes | 5 | 21 | |
Micron shareholders' equity | |||
Common stock, $0.10 par value, 3,000 shares authorized, 1,169 shares issued and 1,160 outstanding (1,116 shares issued and 1,112 outstanding as of August 31, 2017) | 117 | 112 | |
Additional capital | 8,869 | 8,287 | |
Retained earnings | 20,070 | 10,260 | |
Treasury stock, 9 shares (4 shares as of August 31, 2017) | (429) | (67) | |
Accumulated other comprehensive income | 22 | 29 | |
Total Micron shareholders' equity | 28,649 | 18,621 | |
Noncontrolling interests in subsidiaries | 869 | 849 | |
Total equity | 29,518 | 19,470 | |
Total liabilities and equity | $ 41,845 | $ 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 | May 31, 2018 | 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) | 1,169 | 1,116 |
Common Stock, outstanding (in shares) | 1,160 | 1,112 |
Treasury Stock, held (in shares) | 9 | 4 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
May 31, 2018 | Jun. 01, 2017 | |
Cash flows from operating activities | ||
Net income | $ 9,812 | $ 2,721 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation expense and amortization of intangible assets | 3,474 | 2,795 |
Amortization of debt discount and other costs | 78 | 93 |
Loss on debt prepayments, repurchases, and conversions | 386 | 62 |
Stock-based compensation | 151 | 158 |
Gain on remeasurement of previously-held equity interest in Inotera | 0 | (71) |
Change in operating assets and liabilities | ||
Receivables | (1,177) | (1,338) |
Inventories | (246) | 108 |
Accounts payable and accrued expenses | 38 | 511 |
Payments attributed to intercompany balances with Inotera | 0 | (361) |
Deferred income taxes, net | (216) | 80 |
Other | (55) | 192 |
Net cash provided by operating activities | 12,245 | 4,950 |
Cash flows from investing activities | ||
Expenditures for property, plant, and equipment | (6,628) | (3,469) |
Purchases of available-for-sale securities | (606) | (943) |
Payments to settle hedging activities | (84) | (267) |
Acquisition of Inotera | 0 | (2,634) |
Proceeds from sales of available-for-sale securities | 569 | 742 |
Proceeds from maturities of available-for-sale securities | 219 | 115 |
Proceeds from settlement of hedging activities | 151 | 146 |
Other | 292 | 51 |
Net cash provided by (used for) investing activities | (6,087) | (6,259) |
Cash flows from financing activities | ||
Repayments of debt | (6,767) | (1,774) |
Payments on equipment purchase contracts | (170) | (261) |
Proceeds from issuance of stock | 1,636 | 108 |
Proceeds from issuance of debt | 969 | 3,136 |
Other | (111) | (2) |
Net cash provided by (used for) financing activities | (4,443) | 1,207 |
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash | (4) | (15) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 1,711 | (117) |
Cash, cash equivalents, and restricted cash at beginning of period | 5,216 | 4,263 |
Cash, cash equivalents, and restricted cash at end of period | $ 6,927 | $ 4,146 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Our significant accounting policies include those described in our Annual Report on Form 10-K for the year ended August 31, 2017 as well as the policy below. Government Incentives: We receive incentives from governmental entities related to expenses, assets, and other activities. Our government incentives may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained. Government incentives are recorded in the financial statements in accordance with their purpose: as a reduction of expenses, a reduction of asset costs, or other income. Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred. Incentives related to the acquisition or construction of fixed assets are recognized as a reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of the assets. Other incentives are recognized as other operating income. Government incentives received prior to being earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables. Cash received from government incentives related to operating expenses are included as an operating activity in the statement of cash flows, whereas incentives related to the acquisition of property, plant, and equipment are included as an investing activity. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
May 31, 2018 | |
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 with our assembly services with PTI, we had capital lease obligations and net property, plant, and equipment of $72 million and $69 million , respectively, as of May 31, 2018 , and $80 million and $76 million , respectively, as of August 31, 2017 . Consolidated VIE IMFT : IMFT is a VIE because all of its costs are passed to us and its other member, Intel, through product purchase agreements and because IMFT is dependent upon us or Intel for additional cash requirements. The primary activities of IMFT are driven by the constant introduction of product and process technology. Because we perform a significant majority of the technology development, we have the power to direct its key activities. 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 | 9 Months Ended |
May 31, 2018 | |
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, with prospective adoption for amendments related to equity securities without readily determinable fair values. Our assets and liabilities subject to this standard are not material. In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers , which supersedes nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principal of this ASU, as amended, is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in the first quarter of 2019 and we expect to elect the modified retrospective adoption method. As a result of the adoption of this ASU, we expect to recognize revenue from sales of products to our distributors (which generally have agreements allowing rights of return or price protection) at the time control transfers to our distributors, which is generally earlier than recognizing revenue only upon resale by our distributors under existing revenue recognition guidance. Revenue recognized upon resale by our distributors under these arrangements was 19% of our consolidated revenue for the third quarter and first nine months of 2018 , and 19% and 21% of our consolidated revenue for the third quarter and first nine months of 2017 , respectively. On the date of initial application of this ASU, we will derecognize the deferred income on sales made to our distributors through a cumulative adjustment to retained earnings. We expect the revenue deferral, historically recognized in the following period, to be offset by the earlier recognition of revenue as described above as control of product transfers to our distributors. As a result of the adoption of this ASU, we expect to recognize interest expense from the financing component for contracts with advanced payments under which we transfer control of our products to our customers for periods extending beyond one year, although historically such arrangements would not have resulted in significant amounts of interest expense. As a result of the adoption of this ASU, we expect that revenue recognized under our current license agreements will not change materially. |
Acquisition of Inotera
Acquisition of Inotera | 9 Months Ended |
May 31, 2018 | |
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 Nine months ended June 1, June 1, Net sales $ 5,566 $ 14,179 Net income 1,696 2,776 Net income attributable to Micron 1,696 2,776 Earnings per share Basic 1.53 2.52 Diluted 1.44 2.39 The pro forma financial information includes our results for the quarter and nine months ended June 1, 2017 (which includes the results of Inotera since our acquisition of Inotera on December 6, 2016), the results of Inotera for the three months ended November 30, 2016, and the adjustments described above. |
Cash and Investments
Cash and Investments | 9 Months Ended |
May 31, 2018 | |
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 May 31, 2018 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 $ 3,452 $ — $ — $ 3,452 $ 2,237 $ — $ — $ 2,237 Level 1 (2) Money market funds 3,061 — — 3,061 2,332 — — 2,332 Level 2 (3) Corporate bonds 2 151 269 422 — 193 315 508 Certificates of deposit 259 10 2 271 483 24 3 510 Government securities — 62 99 161 1 90 126 217 Asset-backed securities — 14 117 131 — 2 173 175 Commercial paper 34 26 — 60 56 10 — 66 6,808 $ 263 $ 487 $ 7,558 5,109 $ 319 $ 617 $ 6,045 Restricted cash (4) 119 107 Cash, cash equivalents, and restricted cash $ 6,927 $ 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 May 31, 2018 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 May 31, 2018 , there were no available-for-sale securities that had been in a loss position for longer than 12 months. |
Receivables
Receivables | 9 Months Ended |
May 31, 2018 | |
Receivables [Abstract] | |
Receivables | Receivables As of May 31, August 31, Trade receivables $ 4,513 $ 3,490 Income and other taxes 142 100 Other 257 169 $ 4,912 $ 3,759 |
Inventories
Inventories | 9 Months Ended |
May 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of May 31, August 31, Finished goods $ 828 $ 856 Work in process 2,168 1,968 Raw materials and supplies 373 299 $ 3,369 $ 3,123 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
May 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment As of May 31, August 31, Land $ 345 $ 345 Buildings 8,560 7,958 Equipment (1) 36,909 32,187 Construction in progress (2) 826 499 Software 624 544 47,264 41,533 Accumulated depreciation (24,559 ) (22,102 ) $ 22,705 $ 19,431 (1) Included costs related to equipment not placed into service of $1.41 billion and $994 million , as of May 31, 2018 and August 31, 2017 , respectively. (2) Includes building-related construction and tool installation costs for assets not placed into service. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
May 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of May 31, 2018 August 31, 2017 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortizing assets Product and process technology $ 573 $ (347 ) $ 756 $ (477 ) Non-amortizing assets In-process R&D 108 — 108 — Total intangible assets $ 681 $ (347 ) $ 864 $ (477 ) Goodwill $ 1,228 $ 1,228 During the first nine months of 2018 and 2017 , we capitalized $27 million and $22 million , respectively, for product and process technology with weighted-average useful lives of 11 years and 10 years, respectively. Expected amortization expense is $20 million for the remainder of 2018 , $52 million for 2019 , $37 million for 2020 , $30 million for 2021 , and $20 million for 2022 . |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses As of May 31, August 31, Accounts payable $ 1,360 $ 1,333 Property, plant, and equipment payables 1,143 1,018 Salaries, wages, and benefits 692 603 Income and other taxes 311 163 Customer advances 181 197 Other 311 350 $ 3,998 $ 3,664 |
Debt
Debt | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of May 31, 2018 August 31, 2017 Instrument Stated Rate Effective Rate Current Long-Term Total Current Long-Term Total MMJ Creditor Payments N/A 6.52 % $ 237 $ 259 $ 496 $ 157 $ 474 $ 631 Capital lease obligations N/A 3.80 % 346 605 951 357 833 1,190 2021 MSAC Term Loan 4.42 % 4.65 % — — — 99 697 796 2021 MSTW Term Loan 2.85 % 3.01 % — 1,993 1,993 — 2,640 2,640 2022 Term Loan B 3.74 % 4.15 % 5 721 726 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 2025 Notes 5.50 % 5.56 % — 515 515 — 515 515 2026 Notes 5.63 % 5.73 % — — — — 128 128 2032C Notes (1)(2) 2.38 % 5.95 % 504 — 504 — 211 211 2032D Notes (1) 3.13 % 6.33 % 77 149 226 — 159 159 2033E Notes (1) 1.63 % 1.63 % 43 — 43 202 — 202 2033F Notes (1) 2.13 % 4.93 % 123 — 123 278 — 278 2043G Notes (1) 3.00 % 6.76 % 10 679 689 — 671 671 IMFT Member Debt 0.00 % 0.00 % — 969 969 — — — Other notes 1.84 % 2.46 % 109 — 109 164 44 208 $ 1,454 $ 5,890 $ 7,344 $ 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 March 31, 2018, these notes are convertible by the holders at any time through the calendar quarter ended June 30, 2018. Current debt as of May 31, 2018 included an aggregate of $553 million for the settlement obligation (including principal and amounts in excess of principal) for conversions of certain convertible notes that will settle in cash in the fourth quarter of 2018. Additionally, the closing price of our common stock also exceeded the thresholds for the calendar quarter ended June 30, 2018; therefore, these notes are convertible by the holders at any time through September 30, 2018. (2) The 2032C Notes were classified as current as of May 31, 2018 because the holders can require us to repurchase for cash all or a portion of the 2032C Notes on May 1, 2019. The carrying values in the table above as of May 31, 2018 include $4 million of principal amount of our 2033E Notes for which we announced we would redeem on June 15, 2018 and $553 million for the aggregate settlement obligation of certain convertible notes that had been converted but not settled. Additionally, in June 2018, we made an irrevocable election under the terms of the 2021 MSTW Term Loan to prepay principal of 25 billion New Taiwan dollars (equivalent to $836 million as of May 31, 2018) on July 6, 2018. These items had an aggregate carrying value of $1.39 billion as of May 31, 2018 that will settle in the fourth quarter of 2018 and reduce the carrying value of our debt. Debt Prepayments, Repurchases, and Conversions During the first nine months of 2018 , we prepaid, repurchased, and settled conversions of debt with an aggregate of $4.73 billion principal amount. When we receive a notice of conversion for any of our convertible notes and 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 prepayments, repurchases, and conversions of debt in the first nine months of 2018: Nine months ended May 31, 2018 Decrease in Principal Increase (Decrease) in Carrying Value Decrease in Cash Decrease in Equity Gain (Loss) Prepayments and repurchases 2021 MSAC Term Loan $ (730 ) $ (727 ) $ (730 ) $ — $ (3 ) 2021 MSTW Term Loan (671 ) (668 ) (671 ) — (3 ) 2023 Notes (1,000 ) (991 ) (1,046 ) — (55 ) 2023 Secured Notes (1,250 ) (1,238 ) (1,373 ) — (135 ) 2024 Notes (550 ) (546 ) (572 ) — (25 ) 2026 Notes (129 ) (129 ) (139 ) — (11 ) 2033F Notes (66 ) (63 ) (316 ) (252 ) (1 ) Settled conversions 2032C Notes (52 ) (49 ) (240 ) (195 ) 4 2033E Notes (1) (161 ) (191 ) (491 ) (251 ) (49 ) 2033F Notes (119 ) (114 ) (575 ) (447 ) (14 ) Conversions not settled (2) 2032C Notes — 338 — (264 ) (74 ) 2032D Notes — 64 — (51 ) (13 ) 2033E Notes — 31 — (29 ) (3 ) 2033F Notes — 17 — (14 ) (3 ) 2043G Notes — 6 — (5 ) (1 ) $ (4,728 ) $ (4,260 ) $ (6,153 ) $ (1,508 ) $ (386 ) (1) Settlement included issuance of 4 million shares of our treasury stock in addition to payment of cash. (2) As of May 31, 2018, an aggregate of $101 million in principal amount of our convertible notes (with a carrying value of $553 million ) had converted but not settled. These notes will settle in cash in the fourth quarter of 2018. IMFT Member Debt In the first nine months of 2018, Intel provided debt financing ("IMFT Member Debt") of $969 million to IMFT pursuant to the terms of the IMFT joint venture agreement. IMFT Member Debt bears no interest, matures upon the completion of an auction and sale of assets of IMFT prior to the dissolution, liquidation, or other wind-up of IMFT, and is convertible, at the election of Intel, in whole or in part, into a capital contribution to IMFT. Additionally, to the extent IMFT distributes cash to its members under the terms of the IMFT joint venture agreement, Intel may, at its option, designate any portion of the distribution to be a repayment of the IMFT Member Debt. In the event Intel exercises its right to put its interest in IMFT to us, or if we exercise our right to call from Intel its interest in IMFT, Intel will transfer to Micron any IMFT Member Debt outstanding at the time of the closing of the put or call transaction. (See "Equity – Noncontrolling Interest in Subsidiaries – IMFT" note.) 2022 Senior Secured Term Loan B Repricing Amendment On October 26, 2017 and April 27, 2018, 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 May 31, 2018 , the 2022 Term Loan B bears interest at LIBOR plus 1.75% . Convertible Senior Notes As of May 31, 2018 , the trading price of our common stock was higher than the initial conversion prices of our convertible notes. As a result, the conversion values for these notes exceeded the principal amounts by $3.21 billion as of May 31, 2018 . |
Contingencies
Contingencies | 9 Months Ended |
May 31, 2018 | |
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, Micron Semiconductor Products, Inc., 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 alleged that a variety of our DRAM products infringed two U.S. patents and sought damages, injunctive relief, and other unspecified relief. On March 1, 2018, we executed a settlement agreement resolving this litigation. The settlement amount did not have a material effect on our business, results of operations, or financial condition. On March 19, 2018, Micron Semiconductor (Xi’an) Co., Ltd. ("MXA") was served with a patent infringement complaint filed by Fujian Jinhua Integrated Circuit Co., Ltd. ("Jinhua") in the Fuzhou Intermediate People’s Court in Fujian Province, China. On April 3, 2018, Micron Semiconductor (Shanghai) Co. Ltd. ("MSS") was served with the same complaint. The complaint alleges that MXA and MSS infringe a Chinese patent by manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring the defendants to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 98 million Chinese yuan plus court fees incurred. On March 21, 2018, MXA was served with a patent infringement complaint filed by United Microelectronics Corporation ("UMC") in the Fuzhou Intermediate People's Court in Fujian Province, China. On April 3, 2018, MSS was served with the same complaint. The complaint alleges that MXA and MSS infringe a Chinese patent by manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring the defendants to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 90 million Chinese yuan plus court fees incurred. On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and two additional complaints filed by UMC in the Fuzhou Intermediate People's Court in Fujian Province, China. The three additional complaints allege that MSS infringes three Chinese patents by manufacturing and selling certain Crucial MX300 SSDs and certain GDDR5 memory chips. The two complaints filed by UMC each seek an order requiring the defendant to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order requiring the defendants to destroy inventory of the accused products and equipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 98 million Chinese yuan plus court fees incurred. 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 May 31, 2018 , and seeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement. Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose the benefits derived by it from ownership of the Inotera Shares, including in particular, any profits distributed on the Inotera Shares and all other benefits; (4) denying Qimonda's claims against Micron for any damages relating to the joint venture relationship with Inotera; and (5) determining that Qimonda's obligations under the patent cross-license agreement are canceled. In addition, the court issued interlocutory judgments ordering, among other things: (1) that Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. from ownership of the Inotera Shares. The interlocutory judgments have no immediate, enforceable effect on us, and, accordingly, we expect to be able to continue to operate with full control of the Inotera Shares subject to further developments in the case. We have filed a notice of appeal, and the parties have submitted briefs to the appeals court. We are unable to predict the outcome of the matter and therefore cannot estimate the range of possible loss. The final resolution of this lawsuit could result in the loss of the Inotera Shares or monetary damages, unspecified damages based on the benefits derived by Micron B.V. from the ownership of the Inotera Shares, and/or the termination of the patent cross-license, which could have a material adverse effect on our business, results of operation, or financial condition. Other On December 5, 2017, Micron filed a complaint against UMC and Jinhua in the U.S. District Court for the Northern District of California. The complaint alleges that UMC and Jinhua violated the Defend Trade Secrets Act, the civil provisions of the Racketeer Influenced and Corrupt Organizations Act, and California's Uniform Trade Secrets Act by misappropriating Micron's trade secrets and other misconduct. Micron's complaint seeks damages, restitution, disgorgement of profits, injunctive relief, and other appropriate relief. On April 27, 2018, a purported class-action lawsuit was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District of California asserting claims based on alleged price-fixing of DRAM products during the period from June 1, 2016 to February 1, 2018. Similar cases were subsequently filed in Canadian courts in Quebec, Montreal and Toronto, Ontario. The complaints seek treble monetary damages, costs, interest, attorneys' fees, and other injunctive and equitable relief. We are unable to predict the outcome of these matters and therefore cannot estimate the range of possible loss. The final resolution of these matters could result in significant liability and could have a material adverse effect on our business, results of operations, or financial condition. 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 | 9 Months Ended |
May 31, 2018 | |
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 May 31, 2018 , 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 $98 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. Settlement of Capped Calls : During the first nine months of 2018, we share-settled portions of our capped calls upon expiration, and received 9 million shares (equal to a value of $429 million ) based on the volume-weighted trading stock prices at the expiration dates. Shares received were recorded as treasury stock. Common Stock Repurchase Authorization : In May 2018, we announced that our Board of Directors had authorized the discretionary repurchase of up to $10 billion of our outstanding common stock beginning in 2019. We may purchase shares on a discretionary basis through open-market purchases, block trades, privately-negotiated transactions, and/or derivative transactions, subject to market conditions and our ongoing determination of the best use of available cash. The repurchase authorization does not obligate us to acquire any common stock. Noncontrolling Interests in Subsidiaries As of May 31, 2018 August 31, 2017 Balance Percentage Balance Percentage IMFT $ 852 49 % $ 832 49 % Other 17 Various 17 Various $ 869 $ 849 IMFT : Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel. IMFT is governed by a Board of Managers, for which the number of managers appointed by each member varies based on the members' respective ownership interests. IMFT manufactures semiconductor products exclusively for its members under a long-term supply agreement at prices approximating cost. IMFT's capital requirements are generally determined based on an annual plan approved by the members, and capital contributions to IMFT are requested as needed. Capital requests are made to the members in proportion to their then-current ownership interest. Members may elect to not contribute their proportional share, and in such event, the contributing member may elect to contribute any amount of the remaining capital request, either in the form of an equity contribution or member debt financing. Under the supply agreement, the members have rights and obligations to the capacity of IMFT in proportion to their investment, including member debt financing. Any capital contribution or member debt financing results in a proportionate adjustment to the sharing of output on an eight -month lag. Members pay their proportionate share of fixed costs associated with IMFT's capacity. IMFT sales to Intel were $114 million and $341 million for the third quarter and first nine months of 2018 , respectively, and $123 million and $375 million for the third quarter and first nine months of 2017 , respectively. In the first quarter of 2018, IMFT discontinued production of NAND and subsequent to that time is entirely focused on 3D XPoint memory production. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. At any time through December 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in IMFT, in either case, for a price that approximates Intel's interest in the net book value of IMFT plus member debt at the time of the closing. If Intel exercises its put right, we can elect to set the closing date of the transaction any time between six months and two years following such election by Intel and we can elect to receive financing of the purchase price from Intel for one to two years from the closing date. If we exercise our call right, Intel can elect to set the closing date of the transaction to be any time between six months and one year following such election. Following the closing date resulting from exercise of either the put or the call, we will continue to supply to Intel for a period of one year between 50% and 100% , at Intel's choice, of Intel's immediately preceding six -month period pre-closing volumes of IMFT products for the first six -month period following the closing and between 0% and 100% , at Intel's choice, of Intel's first six -month period following the closing volumes of IMFT products for the second six -month period following the closing, at a margin that varies depending on whether the put or call was exercised. 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 May 31, August 31, Assets Cash and equivalents $ 109 $ 87 Receivables 86 81 Inventories 119 128 Other current assets 6 7 Total current assets 320 303 Property, plant, and equipment, net 2,706 1,852 Other noncurrent assets 46 49 Total assets $ 3,072 $ 2,204 Liabilities Accounts payable and accrued expenses $ 200 $ 299 Deferred income 9 6 Current debt 20 19 Total current liabilities 229 324 Long-term debt 1,029 75 Other noncurrent liabilities 77 88 Total liabilities $ 1,335 $ 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 May 31, 2018 were $3.98 billion for the MMJ Group, $4.06 billion for MSTW and MTTW, and $885 million for IMFT. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
May 31, 2018 | |
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 May 31, 2018 August 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Notes and MMJ Creditor Payments $ 4,870 $ 4,808 $ 8,793 $ 8,423 Convertible notes 4,734 1,585 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 | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Gross Notional Amount (1) Fair Value of Current Assets (2) Current Liabilities (3) Noncurrent Assets (4) As of May 31, 2018 Derivative instruments with hedge accounting designation Cash flow currency hedges $ 822 $ 2 $ (15 ) $ — Fair value currency hedges 239 — (10 ) — 2 (25 ) — Derivative instruments without hedge accounting designation Non-designated currency hedges 4,989 8 (25 ) — Convertible notes settlement obligation (5) — (558 ) — 8 (583 ) — $ 10 $ (608 ) $ — As of August 31, 2017 Derivative instruments with hedge accounting designation Cash flow currency hedges $ 456 $ 17 $ — $ — Derivative instruments without hedge accounting designation Non-designated currency hedges 4,847 34 (5 ) 1 Convertible notes settlement obligation (5) — (47 ) — 34 (52 ) 1 $ 51 $ (52 ) $ 1 (1) Notional amounts of currency hedge contracts in U.S. dollars. (2) Included in receivables – other. (3) Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations. (4) Included in other noncurrent assets. (5) Notional amounts of convertible notes settlement obligations as of May 31, 2018 and August 31, 2017 were 10 million and 2 million shares of our common stock, respectively. Derivative Instruments with Hedge Accounting Designation We utilize currency forward contracts that generally mature within twelve months to hedge our exposure to changes in currency exchange rates. Currency forward contracts are measured at fair value based on market-based observable inputs including currency exchange spot and forward rates, interest rates, and credit-risk spreads (Level 2). Cash Flow Hedges : We utilize cash flow hedges for our exposure from changes in currency exchange rates for certain capital expenditures. For derivative instruments designated as cash flow hedges, the effective portion of the realized and unrealized gains or losses on derivatives is included as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. For the periods presented prior to the second quarter of 2018, the ineffective and excluded portion of the realized and unrealized gain or loss was included in other non-operating income (expense). As a result of adopting ASU 2017-12, beginning in the second quarter of 2018, such amounts are included in the same line item in which the underlying transactions affect earnings. We recognized losses in accumulated other comprehensive income from the effective portion of cash flow hedges of $23 million and $6 million for the third quarter and first nine months of 2018 , respectively, and gains of $6 million and losses of $3 million for the third quarter and first nine months of 2017 , respectively. Neither the amount excluded from hedge effectiveness nor the reclassifications from accumulated other comprehensive income to earnings were material in the third quarters or first nine months of 2018 and 2017 . The amounts from cash flow hedges included in accumulated other comprehensive income that are expected to be reclassified into earnings in the next 12 months were also not material. Fair Value Hedges : We utilize fair value hedges for our exposure from changes in currency exchange rates for certain monetary assets and liabilities. For derivative forward contracts designated as fair value hedges, hedge effectiveness is determined by the change in the fair value of the undiscounted spot rate of the forward contract. The changes in fair values of hedge instruments attributed to changes in undiscounted spot rates are recognized in other non-operating income (expense). The time value associated with hedge instruments is excluded from the assessment of the effectiveness of hedges and is recognized on a straight-line basis over the life of hedges to other non-operating income (expense). Amounts recorded to other comprehensive income (loss) for the third quarter and first nine months of 2018 were not material. The effects of fair value hedges on our consolidated statements of operations were as follows: Quarter ended Nine months ended May 31, 2018 May 31, 2018 Other Non-Operating Income (Expense) Gain (loss) on remeasurement of hedged assets and liabilities $ 28 $ (28 ) Gain (loss) on derivatives designated as hedging instruments (28 ) 28 Amortization of amounts excluded from hedge effectiveness (13 ) (32 ) $ (13 ) $ (32 ) Derivative Instruments without Hedge Accounting Designation Currency Derivatives : Except for certain assets and liabilities hedged using fair value hedges, we generally utilize a rolling hedge strategy with currency forward contracts that mature within nine months to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Currency forward contracts are valued at fair values based on the middle of bid and ask prices of dealers or exchange quotations (Level 2). Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense). For derivative instruments without hedge accounting designation, we recognized losses of $52 million for the third quarter, which offset $52 million of gains recognized during the first six months of 2018 , and we recognized gains of $70 million and losses of $47 million for the third quarter and first nine months of 2017 , respectively. Convertible Note Settlement Obligations : For settlement obligations associated with our convertible notes subject to mark-to-market accounting treatment, the fair values of the underlying derivative settlement obligations were initially determined using the Black-Scholes option valuation model (Level 2), which requires inputs of stock price, expected stock-price volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent measurement amounts were based on the volume-weighted-average price of our common stock (Level 2). (See "Debt" note.) We recognized losses of $119 million and $143 million for the third quarter and first nine months of 2018, respectively, in other non-operating income (expense), net for the changes in fair value of the derivative settlement obligations. |
Equity Plans
Equity Plans | 9 Months Ended |
May 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Plans | Equity Plans As of May 31, 2018 , 127 million shares of our common stock were available for future awards under our equity plans, including 33 million shares approved for issuance under our employee stock purchase plan ("ESPP"). Employee Stock Purchase Plan Our ESPP was approved by shareholders at our 2017 Annual Shareholder Meeting and will be offered to substantially all employees beginning in August 2018. The ESPP permits eligible employees to purchase shares of our common stock through payroll deductions of up to 10% of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of the lower of the fair market value of our common stock on either the first or last trading day of each six -month offering period. Stock Options Quarter ended Nine months ended May 31, 2018 June 1, 2017 May 31, 2018 June 1, 2017 Stock options granted — 1 2 7 Weighted-average grant-date fair value per share $ 24.14 $ 11.64 $ 18.61 $ 8.59 Average expected life in years 5.4 5.5 5.5 5.5 Weighted-average expected volatility 45 % 44 % 44 % 46 % Weighted-average risk-free interest rate 2.8 % 2.0 % 2.2 % 1.8 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Restricted Stock and Restricted Stock Units ("Restricted Stock Awards") Quarter ended Nine months ended May 31, June 1, May 31, June 1, Restricted stock award shares granted — — 4 8 Weighted-average grant-date fair value per share $ 53.77 $ 27.75 $ 42.14 $ 19.10 Stock-based Compensation Expense Quarter ended Nine months ended May 31, June 1, May 31, June 1, Stock-based compensation expense by caption Cost of goods sold $ 20 $ 24 $ 62 $ 66 Selling, general, and administrative 14 20 48 53 Research and development 14 13 41 39 $ 48 $ 57 $ 151 $ 158 Stock-based compensation expense by type of award Stock options $ 13 $ 19 $ 44 $ 54 Restricted stock awards 35 38 107 104 $ 48 $ 57 $ 151 $ 158 The income tax benefit related to share-based compensation was $26 million and $142 million for the third quarter and first nine months of 2018, respectively, and $17 million and $80 million for the third quarter and first nine months of 2017, respectively. The income tax benefits related to share-based compensation for the periods presented prior to the second quarter of 2018 were offset by an increase in the U.S. valuation allowance. As of May 31, 2018 , $364 million of total unrecognized compensation costs for unvested awards was expected to be recognized through the third quarter of 2022 , resulting in a weighted-average period of 1.3 years. |
Research and Development
Research and Development | 9 Months Ended |
May 31, 2018 | |
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 of $53 million and $167 million for the third quarter and first nine months of 2018 , respectively, and $47 million and $162 million for the third quarter and first nine months of 2017 , respectively. |
Other Non-Operating Income (Exp
Other Non-Operating Income (Expense), Net | 9 Months Ended |
May 31, 2018 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other Non-Operating Income (Expense), Net | Other Non-Operating Income (Expense), Net Quarter ended Nine months ended May 31, June 1, May 31, June 1, Loss on debt prepayments, repurchases, and conversions $ (168 ) $ (61 ) $ (386 ) $ (63 ) Loss from changes in currency exchange rates (24 ) (22 ) (60 ) (62 ) Gain on remeasurement of previously-held equity interest in Inotera — — — 71 Other (1 ) — (4 ) (9 ) $ (193 ) $ (83 ) $ (450 ) $ (63 ) In connection with the Inotera Acquisition, we revalued our previously-held 33% equity interest to its fair value. In determining the fair value, we used various valuation techniques, including the share price of Inotera prior to the announcement of the acquisition and discounted cash flow projections using inputs including discount rate and terminal growth rate (Level 3). As a result, we recognized a non-operating gain of $71 million in the second quarter of 2017. |
Income Taxes
Income Taxes | 9 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the United States enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") that lowers the U.S. corporate income tax rate from 35% to 21% and significantly affects how income from foreign operations is taxed in the United States. As a result of our fiscal year-end, our U.S. statutory federal rate will be 25.7% for 2018 (based on the 35% corporate rate through December 31, 2017 and 21% from that date through the end of fiscal year 2018) and 21% for subsequent years. The Tax Act imposes a one-time transition tax in 2018 on the higher of our accumulated foreign income, as determined as of November 2, 2017 or December 31, 2017 (the "Repatriation Tax"); provides a U.S. federal tax exemption on foreign earnings distributed to the United States; and, beginning in 2019, creates a new minimum tax on certain foreign earnings in excess of a deemed return on tangible assets (the "Foreign Minimum Tax"). The Tax Act allows us to elect to pay any Repatriation Tax due in eight annual interest-free payments in increasing amounts beginning in December 2018. In connection with the provisions of the Tax Act, we are continuing to evaluate whether to account for the Foreign Minimum Tax provisions that begin for us in 2019 as a period cost or in our measurement of deferred taxes. The Securities and Exchange Commission Staff Accounting Bulletin No. 118 ("SAB 118") allows the use of provisional amounts (reasonable estimates) if our analyses of the impacts of the Tax Act has not been completed when our financial statements are issued. Provisional amounts may be adjusted during a one-year measurement period as accounting for the income tax effects of the Tax Act are completed or as estimates are revised. In accordance with SAB 118, we recorded certain provisional estimates included in the table below. Although the provisional estimates are based on the best available interpretations of the Tax Act, the final impacts may differ from the estimates due to, among other things, the issuance of additional regulatory and legislative guidance related to the Tax Act. Our income tax (provision) benefit consisted of the following: Quarter ended Nine months ended May 31, 2018 June 1, 2017 May 31, 2018 June 1, 2017 Provisional estimate for the Repatriation Tax, net of adjustments related to uncertain tax positions $ 222 $ — $ (1,113 ) $ — Remeasurement of deferred tax assets and liabilities reflecting the lower U.S. corporate tax rates — — (133 ) — Provisional estimate for the release of the valuation allowance on the net deferred tax assets of our U.S. operations — — 1,337 — Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW (35 ) (31 ) (78 ) (52 ) Other income tax (provision) benefit (78 ) (61 ) (161 ) (109 ) $ 109 $ (92 ) $ (148 ) $ (161 ) As noted above, provisional estimates were recorded for the Repatriation Tax and the release of the valuation allowance on the net deferred tax assets of our U.S. operations. To determine the amount of the Repatriation Tax, we must determine the accumulated foreign earnings of our foreign subsidiaries and the amount of foreign income tax paid on such earnings. The provisional estimate of the Repatriation Tax is also based, in part, on the amount of cash and other specified assets anticipated to be held by our foreign subsidiaries as of August 30, 2018, the end of our fiscal year 2018, which will determine the portion of the accumulated foreign earnings taxed at an effective rate of 15.5% or 8% . The provisional estimate for the Repatriation Tax was revised in the third quarter of 2018, and may continue to be revised as amounts are finalized. The U.S. Department of Treasury has issued interpretive guidance regarding the Repatriation Tax and we expect that it will issue additional guidance. Based on the information available, we can reasonably estimate the Repatriation Tax and therefore recorded a provisional amount; however, we are continuing to gather additional information and analyze authoritative guidance to finalize the computation of the Repatriation Tax as well as the impacts on the valuation allowance release of the Repatriation Tax and the Tax Act. During the third quarter of 2018, we reassessed our capital structure, including our Board of Directors' authorization to repurchase up to $10 billion of our outstanding common stock beginning in 2019, the future cash needs of our global operations, and the effects of the Tax Act. As a result of this reassessment, we deemed a portion of our foreign earnings to be no longer indefinitely invested. As a result of the Repatriation Tax, substantially all of our accumulated foreign earnings prior to December 31, 2017 were subject to U.S. federal taxation. Although we have provided for U.S. federal income tax on these earnings, the repatriation to the United States of all or a portion of these earnings would be subject to foreign and state income tax. As a result, in the third quarter of 2018, we recognized income tax provision of $68 million for deferred tax liabilities associated with our reassessment of our indefinitely reinvested earnings, which was substantially offset by a reduction in valuation allowances. As of May 31, 2018 , we had gross unrecognized income tax benefits of $202 million , of which $196 million would affect our effective tax rate in the future, if recognized. In 2018, the Tax Act reduced unrecognized tax benefits by $126 million . The amount accrued for interest and penalties related to uncertain tax positions was not material for any period presented. We operate in a number of tax jurisdictions 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 $527 million (benefitting our diluted earnings per share by $0.43 ) and $1.35 billion ( $1.10 per diluted share) for the third quarter and first nine months of 2018 , respectively, and $250 million ( $0.21 per diluted share) and $422 million ( $0.37 per diluted share), for the third quarter and first nine months of 2017 , respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
May 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Quarter ended Nine months ended May 31, June 1, May 31, June 1, Net income attributable to Micron – Basic and Diluted $ 3,823 $ 1,647 $ 9,810 $ 2,721 Weighted-average common shares outstanding – Basic 1,159 1,106 1,150 1,082 Dilutive effect of equity plans and convertible notes 76 71 83 60 Weighted-average common shares outstanding – Diluted 1,235 1,177 1,233 1,142 Earnings per share Basic $ 3.30 $ 1.49 $ 8.53 $ 2.52 Diluted 3.10 1.40 7.96 2.38 Antidilutive potential common shares that could dilute basic earnings per share in the future were 2 million and 3 million for the third quarter and first nine months of 2018 , respectively, and 52 million and 59 million for the third quarter and first nine months of 2017 , respectively. |
Segment Information
Segment Information | 9 Months Ended |
May 31, 2018 | |
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. Mobile Business Unit ("MBU") : Includes memory products sold into smartphone, tablet, and other mobile-device markets. Storage Business Unit ("SBU") : Includes memory and storage products sold into enterprise, client, cloud, and removable storage 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 income and expenses 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 expenses, or taxes to segments. Quarter ended Nine months ended May 31, June 1, May 31, June 1, Net sales CNBU $ 3,988 $ 2,389 $ 10,891 $ 5,776 MBU 1,753 1,129 4,684 3,243 SBU 1,143 1,316 3,780 3,217 EBU 897 700 2,556 1,868 All Other 16 32 40 80 $ 7,797 $ 5,566 $ 21,951 $ 14,184 Operating income (loss) CNBU $ 2,615 $ 1,219 $ 6,858 $ 2,159 MBU 860 304 2,054 563 SBU 156 276 807 302 EBU 386 256 1,091 627 All Other — 16 (6 ) 35 4,017 2,071 10,804 3,686 Unallocated Stock-based compensation (48 ) (57 ) (151 ) (158 ) Restructure and asset impairments (8 ) (12 ) (21 ) (45 ) Flow-through of Inotera inventory step-up — (36 ) — (96 ) Other (8 ) (3 ) (15 ) (21 ) (64 ) (108 ) (187 ) (320 ) Operating income $ 3,953 $ 1,963 $ 10,617 $ 3,366 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [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. |
Significant Accounting Polici30
Significant Accounting Policies (Policies) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Government Incentives | Government Incentives: We receive incentives from governmental entities related to expenses, assets, and other activities. Our government incentives may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained. Government incentives are recorded in the financial statements in accordance with their purpose: as a reduction of expenses, a reduction of asset costs, or other income. Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred. Incentives related to the acquisition or construction of fixed assets are recognized as a reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of the assets. Other incentives are recognized as other operating income. Government incentives received prior to being earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables. Cash received from government incentives related to operating expenses are included as an operating activity in the statement of cash flows, whereas incentives related to the acquisition of property, plant, and equipment are included as an investing activity. |
Variable Interest Entities (Pol
Variable Interest Entities (Policies) | 9 Months Ended |
May 31, 2018 | |
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) | 9 Months Ended |
May 31, 2018 | |
Inotera | |
Business Acquisition [Line Items] | |
Pro Forma Information including Inotera | Quarter ended Nine months ended June 1, June 1, Net sales $ 5,566 $ 14,179 Net income 1,696 2,776 Net income attributable to Micron 1,696 2,776 Earnings per share Basic 1.53 2.52 Diluted 1.44 2.39 |
Cash and Investments (Tables)
Cash and Investments (Tables) | 9 Months Ended |
May 31, 2018 | |
Investments [Abstract] | |
Schedule of cash and equivalents, available-for-sale investments, and restricted cash | Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows: As of May 31, 2018 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 $ 3,452 $ — $ — $ 3,452 $ 2,237 $ — $ — $ 2,237 Level 1 (2) Money market funds 3,061 — — 3,061 2,332 — — 2,332 Level 2 (3) Corporate bonds 2 151 269 422 — 193 315 508 Certificates of deposit 259 10 2 271 483 24 3 510 Government securities — 62 99 161 1 90 126 217 Asset-backed securities — 14 117 131 — 2 173 175 Commercial paper 34 26 — 60 56 10 — 66 6,808 $ 263 $ 487 $ 7,558 5,109 $ 319 $ 617 $ 6,045 Restricted cash (4) 119 107 Cash, cash equivalents, and restricted cash $ 6,927 $ 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 May 31, 2018 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) | 9 Months Ended |
May 31, 2018 | |
Receivables [Abstract] | |
Schedule of Receivables | As of May 31, August 31, Trade receivables $ 4,513 $ 3,490 Income and other taxes 142 100 Other 257 169 $ 4,912 $ 3,759 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of May 31, August 31, Finished goods $ 828 $ 856 Work in process 2,168 1,968 Raw materials and supplies 373 299 $ 3,369 $ 3,123 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
May 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | As of May 31, August 31, Land $ 345 $ 345 Buildings 8,560 7,958 Equipment (1) 36,909 32,187 Construction in progress (2) 826 499 Software 624 544 47,264 41,533 Accumulated depreciation (24,559 ) (22,102 ) $ 22,705 $ 19,431 (1) Included costs related to equipment not placed into service of $1.41 billion and $994 million , as of May 31, 2018 and August 31, 2017 , respectively. (2) Includes building-related construction and tool installation costs for assets not placed into service. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
May 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | As of May 31, 2018 August 31, 2017 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortizing assets Product and process technology $ 573 $ (347 ) $ 756 $ (477 ) Non-amortizing assets In-process R&D 108 — 108 — Total intangible assets $ 681 $ (347 ) $ 864 $ (477 ) Goodwill $ 1,228 $ 1,228 |
Accounts Payable and Accrued 38
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable And Accrued Expenses | As of May 31, August 31, Accounts payable $ 1,360 $ 1,333 Property, plant, and equipment payables 1,143 1,018 Salaries, wages, and benefits 692 603 Income and other taxes 311 163 Customer advances 181 197 Other 311 350 $ 3,998 $ 3,664 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of May 31, 2018 August 31, 2017 Instrument Stated Rate Effective Rate Current Long-Term Total Current Long-Term Total MMJ Creditor Payments N/A 6.52 % $ 237 $ 259 $ 496 $ 157 $ 474 $ 631 Capital lease obligations N/A 3.80 % 346 605 951 357 833 1,190 2021 MSAC Term Loan 4.42 % 4.65 % — — — 99 697 796 2021 MSTW Term Loan 2.85 % 3.01 % — 1,993 1,993 — 2,640 2,640 2022 Term Loan B 3.74 % 4.15 % 5 721 726 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 2025 Notes 5.50 % 5.56 % — 515 515 — 515 515 2026 Notes 5.63 % 5.73 % — — — — 128 128 2032C Notes (1)(2) 2.38 % 5.95 % 504 — 504 — 211 211 2032D Notes (1) 3.13 % 6.33 % 77 149 226 — 159 159 2033E Notes (1) 1.63 % 1.63 % 43 — 43 202 — 202 2033F Notes (1) 2.13 % 4.93 % 123 — 123 278 — 278 2043G Notes (1) 3.00 % 6.76 % 10 679 689 — 671 671 IMFT Member Debt 0.00 % 0.00 % — 969 969 — — — Other notes 1.84 % 2.46 % 109 — 109 164 44 208 $ 1,454 $ 5,890 $ 7,344 $ 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 March 31, 2018, these notes are convertible by the holders at any time through the calendar quarter ended June 30, 2018. Current debt as of May 31, 2018 included an aggregate of $553 million for the settlement obligation (including principal and amounts in excess of principal) for conversions of certain convertible notes that will settle in cash in the fourth quarter of 2018. Additionally, the closing price of our common stock also exceeded the thresholds for the calendar quarter ended June 30, 2018; therefore, these notes are convertible by the holders at any time through September 30, 2018. (2) The 2032C Notes were classified as current as of May 31, 2018 because the holders can require us to repurchase for cash all or a portion of the 2032C Notes on May 1, 2019. |
Schedule of Debt Prepayments, Repurchases, and Conversions | The following table presents the effects of prepayments, repurchases, and conversions of debt in the first nine months of 2018: Nine months ended May 31, 2018 Decrease in Principal Increase (Decrease) in Carrying Value Decrease in Cash Decrease in Equity Gain (Loss) Prepayments and repurchases 2021 MSAC Term Loan $ (730 ) $ (727 ) $ (730 ) $ — $ (3 ) 2021 MSTW Term Loan (671 ) (668 ) (671 ) — (3 ) 2023 Notes (1,000 ) (991 ) (1,046 ) — (55 ) 2023 Secured Notes (1,250 ) (1,238 ) (1,373 ) — (135 ) 2024 Notes (550 ) (546 ) (572 ) — (25 ) 2026 Notes (129 ) (129 ) (139 ) — (11 ) 2033F Notes (66 ) (63 ) (316 ) (252 ) (1 ) Settled conversions 2032C Notes (52 ) (49 ) (240 ) (195 ) 4 2033E Notes (1) (161 ) (191 ) (491 ) (251 ) (49 ) 2033F Notes (119 ) (114 ) (575 ) (447 ) (14 ) Conversions not settled (2) 2032C Notes — 338 — (264 ) (74 ) 2032D Notes — 64 — (51 ) (13 ) 2033E Notes — 31 — (29 ) (3 ) 2033F Notes — 17 — (14 ) (3 ) 2043G Notes — 6 — (5 ) (1 ) $ (4,728 ) $ (4,260 ) $ (6,153 ) $ (1,508 ) $ (386 ) (1) Settlement included issuance of 4 million shares of our treasury stock in addition to payment of cash. (2) As of May 31, 2018, an aggregate of $101 million in principal amount of our convertible notes (with a carrying value of $553 million ) had converted but not settled. These notes will settle in cash in the fourth quarter of 2018. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
May 31, 2018 | |
Variable Interest Entity [Line Items] | |
Schedule Of Noncontrolling Interests In Subsidiaries | As of May 31, 2018 August 31, 2017 Balance Percentage Balance Percentage IMFT $ 852 49 % $ 832 49 % Other 17 Various 17 Various $ 869 $ 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 May 31, August 31, Assets Cash and equivalents $ 109 $ 87 Receivables 86 81 Inventories 119 128 Other current assets 6 7 Total current assets 320 303 Property, plant, and equipment, net 2,706 1,852 Other noncurrent assets 46 49 Total assets $ 3,072 $ 2,204 Liabilities Accounts payable and accrued expenses $ 200 $ 299 Deferred income 9 6 Current debt 20 19 Total current liabilities 229 324 Long-term debt 1,029 75 Other noncurrent liabilities 77 88 Total liabilities $ 1,335 $ 487 Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
May 31, 2018 | |
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 May 31, 2018 August 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Notes and MMJ Creditor Payments $ 4,870 $ 4,808 $ 8,793 $ 8,423 Convertible notes 4,734 1,585 3,901 1,521 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Gross Notional Amount (1) Fair Value of Current Assets (2) Current Liabilities (3) Noncurrent Assets (4) As of May 31, 2018 Derivative instruments with hedge accounting designation Cash flow currency hedges $ 822 $ 2 $ (15 ) $ — Fair value currency hedges 239 — (10 ) — 2 (25 ) — Derivative instruments without hedge accounting designation Non-designated currency hedges 4,989 8 (25 ) — Convertible notes settlement obligation (5) — (558 ) — 8 (583 ) — $ 10 $ (608 ) $ — As of August 31, 2017 Derivative instruments with hedge accounting designation Cash flow currency hedges $ 456 $ 17 $ — $ — Derivative instruments without hedge accounting designation Non-designated currency hedges 4,847 34 (5 ) 1 Convertible notes settlement obligation (5) — (47 ) — 34 (52 ) 1 $ 51 $ (52 ) $ 1 (1) Notional amounts of currency hedge contracts in U.S. dollars. (2) Included in receivables – other. (3) Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations. (4) Included in other noncurrent assets. (5) Notional amounts of convertible notes settlement obligations as of May 31, 2018 and August 31, 2017 were 10 million and 2 million shares of our common stock, respectively. |
Schedule of Gains and Losses on Fair Value Hedges | Quarter ended Nine months ended May 31, 2018 May 31, 2018 Other Non-Operating Income (Expense) Gain (loss) on remeasurement of hedged assets and liabilities $ 28 $ (28 ) Gain (loss) on derivatives designated as hedging instruments (28 ) 28 Amortization of amounts excluded from hedge effectiveness (13 ) (32 ) $ (13 ) $ (32 ) |
Equity Plans (Tables)
Equity Plans (Tables) | 9 Months Ended |
May 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options granted and fair value assumptions used | Quarter ended Nine months ended May 31, 2018 June 1, 2017 May 31, 2018 June 1, 2017 Stock options granted — 1 2 7 Weighted-average grant-date fair value per share $ 24.14 $ 11.64 $ 18.61 $ 8.59 Average expected life in years 5.4 5.5 5.5 5.5 Weighted-average expected volatility 45 % 44 % 44 % 46 % Weighted-average risk-free interest rate 2.8 % 2.0 % 2.2 % 1.8 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % |
Schedule restricted stock awards activity | Quarter ended Nine months ended May 31, June 1, May 31, June 1, Restricted stock award shares granted — — 4 8 Weighted-average grant-date fair value per share $ 53.77 $ 27.75 $ 42.14 $ 19.10 |
Stock-based compensation expense by caption | Quarter ended Nine months ended May 31, June 1, May 31, June 1, Stock-based compensation expense by caption Cost of goods sold $ 20 $ 24 $ 62 $ 66 Selling, general, and administrative 14 20 48 53 Research and development 14 13 41 39 $ 48 $ 57 $ 151 $ 158 Stock-based compensation expense by type of award Stock options $ 13 $ 19 $ 44 $ 54 Restricted stock awards 35 38 107 104 $ 48 $ 57 $ 151 $ 158 |
Other Non-Operating Income (E44
Other Non-Operating Income (Expense), Net (Tables) | 9 Months Ended |
May 31, 2018 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of Other Nonoperating Income (Expense), Net | Quarter ended Nine months ended May 31, June 1, May 31, June 1, Loss on debt prepayments, repurchases, and conversions $ (168 ) $ (61 ) $ (386 ) $ (63 ) Loss from changes in currency exchange rates (24 ) (22 ) (60 ) (62 ) Gain on remeasurement of previously-held equity interest in Inotera — — — 71 Other (1 ) — (4 ) (9 ) $ (193 ) $ (83 ) $ (450 ) $ (63 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax (provision) benefit | Our income tax (provision) benefit consisted of the following: Quarter ended Nine months ended May 31, 2018 June 1, 2017 May 31, 2018 June 1, 2017 Provisional estimate for the Repatriation Tax, net of adjustments related to uncertain tax positions $ 222 $ — $ (1,113 ) $ — Remeasurement of deferred tax assets and liabilities reflecting the lower U.S. corporate tax rates — — (133 ) — Provisional estimate for the release of the valuation allowance on the net deferred tax assets of our U.S. operations — — 1,337 — Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW (35 ) (31 ) (78 ) (52 ) Other income tax (provision) benefit (78 ) (61 ) (161 ) (109 ) $ 109 $ (92 ) $ (148 ) $ (161 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
May 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share | Quarter ended Nine months ended May 31, June 1, May 31, June 1, Net income attributable to Micron – Basic and Diluted $ 3,823 $ 1,647 $ 9,810 $ 2,721 Weighted-average common shares outstanding – Basic 1,159 1,106 1,150 1,082 Dilutive effect of equity plans and convertible notes 76 71 83 60 Weighted-average common shares outstanding – Diluted 1,235 1,177 1,233 1,142 Earnings per share Basic $ 3.30 $ 1.49 $ 8.53 $ 2.52 Diluted 3.10 1.40 7.96 2.38 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
May 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Results by Segment | Quarter ended Nine months ended May 31, June 1, May 31, June 1, Net sales CNBU $ 3,988 $ 2,389 $ 10,891 $ 5,776 MBU 1,753 1,129 4,684 3,243 SBU 1,143 1,316 3,780 3,217 EBU 897 700 2,556 1,868 All Other 16 32 40 80 $ 7,797 $ 5,566 $ 21,951 $ 14,184 Operating income (loss) CNBU $ 2,615 $ 1,219 $ 6,858 $ 2,159 MBU 860 304 2,054 563 SBU 156 276 807 302 EBU 386 256 1,091 627 All Other — 16 (6 ) 35 4,017 2,071 10,804 3,686 Unallocated Stock-based compensation (48 ) (57 ) (151 ) (158 ) Restructure and asset impairments (8 ) (12 ) (21 ) (45 ) Flow-through of Inotera inventory step-up — (36 ) — (96 ) Other (8 ) (3 ) (15 ) (21 ) (64 ) (108 ) (187 ) (320 ) Operating income $ 3,953 $ 1,963 $ 10,617 $ 3,366 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities | ||
Variable Interest Entity (PTI Xi'an), Nonconsolidated, Carrying Amount of Capital Leases | $ 72 | $ 80 |
Variable Interest Entity (PTI Xi'an), Nonconsolidated, Carrying Amount of PP&E | $ 69 | $ 76 |
Recently Issued Accounting St49
Recently Issued Accounting Standards (Details) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Distributors 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 distributors with price protection or rights of return | 19.00% | 19.00% | 19.00% | 21.00% |
Acquisition of Inotera (Details
Acquisition of Inotera (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2017 | Dec. 01, 2016 | Jun. 01, 2017 | Dec. 06, 2016 | Dec. 05, 2016 | |
Unaudited Pro Forma Financial Information | |||||
Net sales | $ 5,566 | $ 14,179 | |||
Net income | 1,696 | 2,776 | |||
Net income attributable to Micron | $ 1,696 | $ 2,776 | |||
Earnings per share, basic (in dollars per share) | $ 1.53 | $ 2.52 | |||
Earnings per share, diluted (in dollars per share) | $ 1.44 | $ 2.39 | |||
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 ($) | 9 Months Ended | ||||
May 31, 2018 | Aug. 31, 2017 | Jun. 01, 2017 | Sep. 01, 2016 | ||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | $ 6,808,000,000 | $ 5,109,000,000 | |||
Short-term investments | 263,000,000 | 319,000,000 | |||
Long-term marketable investments | [1] | 487,000,000 | 617,000,000 | ||
Total fair value | 7,558,000,000 | 6,045,000,000 | |||
Restricted cash | [2] | 119,000,000 | 107,000,000 | ||
Cash, cash equivalents, and restricted cash | 6,927,000,000 | 5,216,000,000 | $ 4,146,000,000 | $ 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 | $ 3,452,000,000 | 2,237,000,000 | |||
Short-term investments | 0 | 0 | |||
Long-term marketable investments | 0 | 0 | |||
Total fair value | 3,452,000,000 | 2,237,000,000 | |||
Money market funds | Level 1 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [3] | 3,061,000,000 | 2,332,000,000 | ||
Short-term investments | [3] | 0 | 0 | ||
Long-term marketable investments | [1],[3] | 0 | 0 | ||
Total fair value | [3] | 3,061,000,000 | 2,332,000,000 | ||
Corporate bonds | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 2,000,000 | 0 | ||
Short-term investments | [4] | 151,000,000 | 193,000,000 | ||
Long-term marketable investments | [1],[4] | 269,000,000 | 315,000,000 | ||
Total fair value | [4] | 422,000,000 | 508,000,000 | ||
Certificates of deposit | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 259,000,000 | 483,000,000 | ||
Short-term investments | [4] | 10,000,000 | 24,000,000 | ||
Long-term marketable investments | [1],[4] | 2,000,000 | 3,000,000 | ||
Total fair value | [4] | 271,000,000 | 510,000,000 | ||
Government securities | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 0 | 1,000,000 | ||
Short-term investments | [4] | 62,000,000 | 90,000,000 | ||
Long-term marketable investments | [1],[4] | 99,000,000 | 126,000,000 | ||
Total fair value | [4] | 161,000,000 | 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] | 14,000,000 | 2,000,000 | ||
Long-term marketable investments | [1],[4] | 117,000,000 | 173,000,000 | ||
Total fair value | [4] | 131,000,000 | 175,000,000 | ||
Commercial paper | Level 2 | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and equivalents | [4] | 34,000,000 | 56,000,000 | ||
Short-term investments | [4] | 26,000,000 | 10,000,000 | ||
Long-term marketable investments | [1],[4] | 0 | 0 | ||
Total fair value | [4] | $ 60,000,000 | $ 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 May 31, 2018 or August 31, 2017. |
Receivables (Details)
Receivables (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Receivables [Abstract] | ||
Trade receivables | $ 4,513 | $ 3,490 |
Income and other taxes | 142 | 100 |
Other | 257 | 169 |
Receivables | $ 4,912 | $ 3,759 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ||
Finished goods | $ 828 | $ 856 |
Work in process | 2,168 | 1,968 |
Raw materials and supplies | 373 | 299 |
Inventories | $ 3,369 | $ 3,123 |
Property, Plant, and Equipmen54
Property, Plant, and Equipment (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | $ 47,264 | $ 41,533 | |
Accumulated depreciation | (24,559) | (22,102) | |
Property, plant, and equipment, net | 22,705 | 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 | 8,560 | 7,958 | |
Equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | [1] | 36,909 | 32,187 |
Equipment not placed into service | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | 1,410 | 994 | |
Construction in progress | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | [2] | 826 | 499 |
Software | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant, and equipment | $ 624 | $ 544 | |
[1] | Included costs related to equipment not placed into service of $1.41 billion and $994 million, as of May 31, 2018 and August 31, 2017, respectively. | ||
[2] | Includes building-related construction and tool installation costs for assets not placed into service. |
Intangible Assets and Goodwil55
Intangible Assets and Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | Aug. 31, 2017 | |
Amortizing assets [Line Items] | |||
Accumulated Amortization | $ (347) | $ (477) | |
Annual amortization expense for intangible assets [Abstract] | |||
Remainder of 2018 | 20 | ||
2,019 | 52 | ||
2,020 | 37 | ||
2,021 | 30 | ||
2,022 | 20 | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | |||
Intangible Assets, Gross (Excluding Goodwill) | 681 | 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 | 573 | 756 | |
Accumulated Amortization | (347) | $ (477) | |
Product and process technology capitalized during period | $ 27 | $ 22 | |
Product and process technology capitalized during period, weighted-average useful lives (in years) | 11 years | 10 years |
Accounts Payable and Accrued 56
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accounts payable | $ 1,360 | $ 1,333 |
Property, plant, and equipment payables | 1,143 | 1,018 |
Salaries, wages, and benefits | 692 | 603 |
Income and other taxes | 311 | 163 |
Customer advances | 181 | 197 |
Other | 311 | 350 |
Accounts payable and accrued expenses | $ 3,998 | $ 3,664 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
May 31, 2018USD ($) | May 31, 2018USD ($)d | Jun. 01, 2017USD ($) | Aug. 31, 2017USD ($) | |||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Current debt | $ 1,454 | $ 1,454 | $ 1,262 | |||
Long-term debt | 5,890 | 5,890 | 9,872 | |||
Total Debt | $ 7,344 | 7,344 | 11,134 | |||
Convertible Debt [Abstract] | ||||||
Proceeds from issuance of debt | $ 969 | $ 3,136 | ||||
Reorganization obligation | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Effective Rate (in ten thousandths) | 6.52% | 6.52% | ||||
Current debt | $ 237 | $ 237 | 157 | |||
Long-term debt | 259 | 259 | 474 | |||
Total Debt | 496 | 496 | 631 | |||
Capital lease obligations | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Current debt | 346 | 346 | 357 | |||
Long-term debt | 605 | 605 | 833 | |||
Total Debt | $ 951 | $ 951 | 1,190 | |||
Capital lease obligations | Weighted Average | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Effective Rate (in ten thousandths) | 3.80% | 3.80% | ||||
Secured Debt | 2021 MSAC Term Loan | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Current debt | $ 0 | $ 0 | 99 | |||
Long-term debt | 0 | 0 | 697 | |||
Total Debt | $ 0 | $ 0 | 796 | |||
Secured Debt | 2021 MSAC Term Loan | Weighted Average | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 4.42% | 4.42% | ||||
Effective Rate (in ten thousandths) | 4.65% | 4.65% | ||||
Secured Debt | 2021 MSTW Term Loan | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 2.85% | 2.85% | ||||
Effective Rate (in ten thousandths) | 3.01% | 3.01% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 1,993 | 1,993 | 2,640 | |||
Total Debt | $ 1,993 | $ 1,993 | 2,640 | |||
Secured Debt | 2022 Term Loan B | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 3.74% | 3.74% | ||||
Effective Rate (in ten thousandths) | 4.15% | 4.15% | ||||
Current debt | $ 5 | $ 5 | 5 | |||
Long-term debt | 721 | 721 | 725 | |||
Total Debt | $ 726 | $ 726 | 730 | |||
Secured Debt | 2022 Term Loan B | LIBOR | ||||||
Secured Debt [Abstract] | ||||||
Margin on variable rate financing | 1.75% | |||||
Secured Debt | 2023 Secured Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 7.50% | 7.50% | ||||
Effective Rate (in ten thousandths) | 7.69% | 7.69% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 0 | 0 | 1,238 | |||
Total Debt | $ 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% | ||||
Effective Rate (in ten thousandths) | 5.43% | 5.43% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 0 | 0 | 991 | |||
Total Debt | $ 0 | $ 0 | 991 | |||
Corporate bonds | 2024 Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 5.25% | 5.25% | ||||
Effective Rate (in ten thousandths) | 5.38% | 5.38% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 0 | 0 | 546 | |||
Total Debt | $ 0 | $ 0 | 546 | |||
Corporate bonds | 2025 Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 5.50% | 5.50% | ||||
Effective Rate (in ten thousandths) | 5.56% | 5.56% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 515 | 515 | 515 | |||
Total Debt | $ 515 | $ 515 | 515 | |||
Corporate bonds | 2026 Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 5.63% | 5.63% | ||||
Effective Rate (in ten thousandths) | 5.73% | 5.73% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 0 | 0 | 128 | |||
Total Debt | 0 | $ 0 | 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 | $ 3,210 | |||||
Convertible Debt | Conversions not settled | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Current debt | $ 553 | $ 553 | ||||
Convertible Debt | 2032C Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 2.38% | 2.38% | ||||
Effective Rate (in ten thousandths) | 5.95% | 5.95% | ||||
Current debt | $ 504 | [1],[2] | $ 504 | [1],[2] | 0 | |
Long-term debt | 0 | [1],[2] | 0 | [1],[2] | 211 | |
Total Debt | $ 504 | $ 504 | 211 | |||
Convertible Debt | 2032D Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 3.13% | 3.13% | ||||
Effective Rate (in ten thousandths) | 6.33% | 6.33% | ||||
Current debt | $ 77 | [1] | $ 77 | [1] | 0 | |
Long-term debt | 149 | [1] | 149 | [1] | 159 | |
Total Debt | $ 226 | $ 226 | 159 | |||
Convertible Debt | 2033E Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 1.63% | 1.63% | ||||
Effective Rate (in ten thousandths) | 1.63% | 1.63% | ||||
Current debt | $ 43 | [1] | $ 43 | [1] | 202 | |
Long-term debt | 0 | [1] | 0 | [1] | 0 | |
Total Debt | $ 43 | $ 43 | 202 | |||
Convertible Debt | 2033F Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 2.13% | 2.13% | ||||
Effective Rate (in ten thousandths) | 4.93% | 4.93% | ||||
Current debt | $ 123 | [1] | $ 123 | [1] | 278 | |
Long-term debt | 0 | [1] | 0 | [1] | 0 | |
Total Debt | $ 123 | $ 123 | 278 | |||
Convertible Debt | 2043G Notes | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 3.00% | 3.00% | ||||
Effective Rate (in ten thousandths) | 6.76% | 6.76% | ||||
Current debt | $ 10 | [1] | $ 10 | [1] | 0 | |
Long-term debt | 679 | [1] | 679 | [1] | 671 | |
Total Debt | $ 689 | $ 689 | 671 | |||
Convertible Debt | IMFT Member Debt | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 0.00% | 0.00% | ||||
Effective Rate (in ten thousandths) | 0.00% | 0.00% | ||||
Current debt | $ 0 | $ 0 | 0 | |||
Long-term debt | 969 | 969 | 0 | |||
Total Debt | 969 | 969 | 0 | |||
Convertible Debt | IMFT Member Debt | IM Flash Technologies, LLC | ||||||
Convertible Debt [Abstract] | ||||||
Proceeds from issuance of debt | 969 | |||||
Notes Payable, Other Payables | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Current debt | 109 | 109 | 164 | |||
Long-term debt | 0 | 0 | 44 | |||
Total Debt | $ 109 | $ 109 | $ 208 | |||
Notes Payable, Other Payables | Weighted Average | ||||||
Long-term Debt, by Current and Noncurrent [Abstract] | ||||||
Stated Rate (in ten thousandths) | 1.84% | 1.84% | ||||
Effective Rate (in ten thousandths) | 2.46% | 2.46% | ||||
[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 March 31, 2018, these notes are convertible by the holders at any time through the calendar quarter ended June 30, 2018. Current debt as of May 31, 2018 included an aggregate of $553 million for the settlement obligation (including principal and amounts in excess of principal) for conversions of certain convertible notes that will settle in cash in the fourth quarter of 2018. Additionally, the closing price of our common stock also exceeded the thresholds for the calendar quarter ended June 30, 2018; therefore, these notes are convertible by the holders at any time through September 30, 2018. | |||||
[2] | The 2032C Notes were classified as current as of May 31, 2018 because the holders can require us to repurchase for cash all or a portion of the 2032C Notes on May 1, 2019. |
Debt - Debt Prepayments, Repurc
Debt - Debt Prepayments, Repurchases, and Conversions (Details) shares in Millions, $ in Millions, $ in Billions | Jul. 06, 2018USD ($) | Jul. 06, 2018TWD ($) | Aug. 30, 2018USD ($) | May 31, 2018USD ($) | Jun. 01, 2017USD ($) | May 31, 2018USD ($)shares | Jun. 01, 2017USD ($) | Aug. 31, 2017USD ($) | |||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | $ 1,454 | $ 1,454 | $ 1,262 | ||||||||
Decrease in Cash | (6,767) | $ (1,774) | |||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (168) | $ (61) | (386) | $ (63) | |||||||
Corporate bonds | 2023 Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (1,000) | ||||||||||
Increase (Decrease) in Carrying Value | (991) | ||||||||||
Decrease in Cash | (1,046) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (55) | ||||||||||
Corporate bonds | 2024 Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (550) | ||||||||||
Increase (Decrease) in Carrying Value | (546) | ||||||||||
Decrease in Cash | (572) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (25) | ||||||||||
Corporate bonds | 2026 Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (129) | ||||||||||
Increase (Decrease) in Carrying Value | (129) | ||||||||||
Decrease in Cash | (139) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (11) | ||||||||||
Secured Debt | 2021 MSAC Term Loan | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (730) | ||||||||||
Increase (Decrease) in Carrying Value | (727) | ||||||||||
Decrease in Cash | (730) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (3) | ||||||||||
Secured Debt | 2021 MSTW Term Loan | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (671) | ||||||||||
Increase (Decrease) in Carrying Value | (668) | ||||||||||
Decrease in Cash | (671) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (3) | ||||||||||
Secured Debt | 2023 Secured Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (1,250) | ||||||||||
Increase (Decrease) in Carrying Value | (1,238) | ||||||||||
Decrease in Cash | (1,373) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | $ (135) | ||||||||||
Convertible Debt | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Derivative, Term of Contract (in consecutive trading days) | 20 days | ||||||||||
Convertible Debt | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Principal amount of settlement obligations to be settled in cash in Q4-18 | $ 101 | ||||||||||
Convertible Debt | 2032C Notes | Settled conversions | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (52) | ||||||||||
Increase (Decrease) in Carrying Value | (49) | ||||||||||
Decrease in Cash | (240) | ||||||||||
Decrease in Equity | (195) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | 4 | ||||||||||
Convertible Debt | 2032C Notes | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | [1] | 0 | |||||||||
Increase (Decrease) in Carrying Value | 338 | ||||||||||
Decrease in Cash | 0 | ||||||||||
Decrease in Equity | (264) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (74) | ||||||||||
Convertible Debt | 2032D Notes | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | [1] | 0 | |||||||||
Increase (Decrease) in Carrying Value | 64 | ||||||||||
Decrease in Cash | 0 | ||||||||||
Decrease in Equity | (51) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | $ (13) | ||||||||||
Convertible Debt | 2033E Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Treasury shares issued for conversion of 2033E Notes | shares | 4 | ||||||||||
Convertible Debt | 2033E Notes | Settled conversions | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | [2] | $ (161) | |||||||||
Increase (Decrease) in Carrying Value | [2] | (191) | |||||||||
Decrease in Cash | [2] | (491) | |||||||||
Decrease in Equity | [2] | (251) | |||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | [2] | (49) | |||||||||
Convertible Debt | 2033E Notes | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | [1] | 0 | |||||||||
Increase (Decrease) in Carrying Value | 31 | ||||||||||
Decrease in Cash | 0 | ||||||||||
Decrease in Equity | (29) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (3) | ||||||||||
Convertible Debt | 2033F Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (66) | ||||||||||
Increase (Decrease) in Carrying Value | (63) | ||||||||||
Decrease in Cash | (316) | ||||||||||
Decrease in Equity | (252) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (1) | ||||||||||
Convertible Debt | 2033F Notes | Settled conversions | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (119) | ||||||||||
Increase (Decrease) in Carrying Value | (114) | ||||||||||
Decrease in Cash | (575) | ||||||||||
Decrease in Equity | (447) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (14) | ||||||||||
Convertible Debt | 2033F Notes | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | [1] | 0 | |||||||||
Increase (Decrease) in Carrying Value | 17 | ||||||||||
Decrease in Cash | 0 | ||||||||||
Decrease in Equity | (14) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (3) | ||||||||||
Convertible Debt | 2043G Notes | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | [1] | 0 | |||||||||
Increase (Decrease) in Carrying Value | 6 | ||||||||||
Decrease in Cash | 0 | ||||||||||
Decrease in Equity | (5) | ||||||||||
Gain (Loss) on debt prepayments, repurchases, and conversions | (1) | ||||||||||
Unscheduled Settlement Activities | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | (4,728) | ||||||||||
Increase (Decrease) in Carrying Value | (4,260) | ||||||||||
Decrease in Cash | (6,153) | ||||||||||
Decrease in Equity | (1,508) | ||||||||||
Forecast | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Increase (Decrease) in Carrying Value | $ (1,390) | ||||||||||
Forecast | Secured Debt | 2021 MSTW Term Loan | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Decrease in Principal | $ (836) | $ (25) | |||||||||
Convertible Debt | Conversions not settled | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | 553 | 553 | |||||||||
Convertible Debt | 2032C Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | 504 | [3],[4] | 504 | [3],[4] | 0 | ||||||
Convertible Debt | 2032D Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | 77 | [3] | 77 | [3] | 0 | ||||||
Convertible Debt | 2033E Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | 43 | [3] | 43 | [3] | 202 | ||||||
Convertible Debt | 2033F Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | 123 | [3] | 123 | [3] | 278 | ||||||
Convertible Debt | 2043G Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | 10 | [3] | 10 | [3] | $ 0 | ||||||
Convertible Debt | Redeemed But Not Yet Converted Or Settled | 2033E Notes | |||||||||||
Extinguishment of Debt [Line Items] | |||||||||||
Current debt | $ 4 | $ 4 | |||||||||
[1] | As of May 31, 2018, an aggregate of $101 million in principal amount of our convertible notes (with a carrying value of $553 million) had converted but not settled. These notes will settle in cash in the fourth quarter of 2018. | ||||||||||
[2] | Settlement included issuance of 4 million shares of our treasury stock in addition to payment of cash. | ||||||||||
[3] | 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 March 31, 2018, these notes are convertible by the holders at any time through the calendar quarter ended June 30, 2018. Current debt as of May 31, 2018 included an aggregate of $553 million for the settlement obligation (including principal and amounts in excess of principal) for conversions of certain convertible notes that will settle in cash in the fourth quarter of 2018. Additionally, the closing price of our common stock also exceeded the thresholds for the calendar quarter ended June 30, 2018; therefore, these notes are convertible by the holders at any time through September 30, 2018. | ||||||||||
[4] | The 2032C Notes were classified as current as of May 31, 2018 because the holders can require us to repurchase for cash all or a portion of the 2032C Notes on May 1, 2019. |
Contingencies (Details)
Contingencies (Details) - 9 months ended May 31, 2018 ¥ in Millions, $ in Millions | CNY (¥)patent | USD ($) |
Pending Litigation | 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 | Pending Litigation | Elm 3DS Innovations, LLC | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 13 | |
Patent Matters | Pending Litigation | Innovative Memory Solutions, Inc. | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 8 | |
Patent Matters | Settled Litigation | Harvard University | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 2 | |
MXA and MSS | Patent Matters | Pending Litigation | Fujian Jinhua Integrated Circuit Co., Ltd. | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | |
Damages sought on alleged patent infringement | ¥ | ¥ 98 | |
MXA and MSS | Patent Matters | Pending Litigation | United Microelectronics Corporation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | |
Damages sought on alleged patent infringement | ¥ | ¥ 90 | |
MSS | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 3 | |
MSS | Patent Matters | Pending Litigation | United Microelectronics Corporation Complaint 2 | ||
Loss Contingencies [Line Items] | ||
Damages sought on alleged patent infringement | ¥ | ¥ 90 | |
MSS | Patent Matters | Pending Litigation | United Microelectronics Corporation Complaint 3 | ||
Loss Contingencies [Line Items] | ||
Damages sought on alleged patent infringement | ¥ | 90 | |
MSS | Patent Matters | Pending Litigation | Fujian Jinhua Integrated Circuit Co., Ltd. Complaint 2 | ||
Loss Contingencies [Line Items] | ||
Damages sought on alleged patent infringement | ¥ | ¥ 98 |
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 shares in Millions | 9 Months Ended |
May 31, 2018USD ($)shares | |
Option Indexed to Issuer's Equity [Line Items] | |
Treasury shares acquired from settlement of capped calls (in shares) | shares | 9 |
Purchased options | |
Option Indexed to Issuer's Equity [Line Items] | |
Shares received upon settlement of capped calls | shares | 9 |
Dollar value of shares received upon settlement of capped calls | $ 429,000,000 |
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 | $ 98,000,000 |
Equity - Common Stock Repurchas
Equity - Common Stock Repurchase Authorization (Details) $ in Billions | May 31, 2018USD ($) |
2019 Board Authorized Repurchase Plan | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ 10 |
Equity - NCI and Consolidated V
Equity - NCI and Consolidated VIE Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | Aug. 31, 2017 | |
Variable Interest Entity [Line Items] | |||||
Noncontrolling Interest Balance | $ 869 | $ 869 | $ 849 | ||
Net sales | 7,797 | $ 5,566 | $ 21,951 | $ 14,184 | |
IM Flash Technologies, LLC | |||||
Joint Venture Agreement, Terms [Abstract] | |||||
Partner Contribution Output Sharing Lag (in months) | 8 months | ||||
Continued Supply Period to Intel (in years) | 1 year | ||||
Supply Lookback Period (in months) | 6 months | ||||
Intel Output Allotment, Subperiod Duration (in months) | 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 (in years) | 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 (in years) | 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 | 114 | $ 123 | $ 341 | $ 375 | |
Other Consolidated Entities | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling Interest Balance | $ 17 | $ 17 | 17 | ||
Variable Interest Entity, Primary Beneficiary | IM Flash Technologies, LLC | |||||
Variable Interest Entity [Line Items] | |||||
Ownership interest in IMFT (in hundredths) | 51.00% | 51.00% | |||
Variable Interest Entity, Primary Beneficiary | IM Flash Technologies, LLC | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling Interest Balance | $ 852 | $ 852 | $ 832 | ||
Noncontrolling Interest Percentage (in hundredths) | 49.00% | 49.00% | 49.00% |
Equity - Consolidated VIE asset
Equity - Consolidated VIE assets and liabilities (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 | |
Assets | |||
Cash and equivalents | $ 6,808 | $ 5,109 | |
Receivables | 4,912 | 3,759 | |
Inventories | 3,369 | 3,123 | |
Other current assets | 147 | 147 | |
Total current assets | 15,499 | 12,457 | |
Property, plant, and equipment, net | 22,705 | 19,431 | |
Other noncurrent assets | 603 | 450 | |
Total assets | 41,845 | 35,336 | |
Liabilities | |||
Accounts payable and accrued expenses | 3,998 | 3,664 | |
Deferred income | 431 | 408 | |
Current debt | 1,454 | 1,262 | |
Total current liabilities | 5,883 | 5,334 | |
Long-term debt | 5,890 | 9,872 | |
Other noncurrent liabilities | 549 | 639 | |
Total liabilities | 12,322 | 15,845 | |
Variable Interest Entity, Primary Beneficiary | IM Flash Technologies, LLC | |||
Assets | |||
Cash and equivalents | [1] | 109 | 87 |
Receivables | [1] | 86 | 81 |
Inventories | [1] | 119 | 128 |
Other current assets | [1] | 6 | 7 |
Total current assets | [1] | 320 | 303 |
Property, plant, and equipment, net | [1] | 2,706 | 1,852 |
Other noncurrent assets | [1] | 46 | 49 |
Total assets | [1] | 3,072 | 2,204 |
Liabilities | |||
Accounts payable and accrued expenses | [1] | 200 | 299 |
Deferred income | [1] | 9 | 6 |
Current debt | [1] | 20 | 19 |
Total current liabilities | [1] | 229 | 324 |
Long-term debt | [1] | 1,029 | 75 |
Other noncurrent liabilities | [1] | 77 | 88 |
Total liabilities | [1] | $ 1,335 | $ 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 | May 31, 2018USD ($) |
MMJ Group | |
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract] | |
Amount of restricted net assets | $ 3,980 |
MSTW and MTTW | |
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract] | |
Amount of restricted net assets | 4,060 |
IM Flash Technologies, LLC | |
Restrictions for Consolidated and Unconsolidated Subsidiaries [Abstract] | |
Amount of restricted net assets | $ 885 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Fair value disclosure [Line Items] | ||
Carrying Value of Debt | $ 7,344 | $ 11,134 |
Fair Value | Level 2 | Notes and MMJ Creditor Payments | ||
Fair value disclosure [Line Items] | ||
Fair Value of Notes and MMJ Creditor Payments | 4,870 | 8,793 |
Fair Value | Level 2 | Convertible notes | ||
Fair value disclosure [Line Items] | ||
Fair Value of Convertible notes | 4,734 | 3,901 |
Carrying Value | Notes and MMJ Creditor Payments | ||
Fair value disclosure [Line Items] | ||
Carrying Value of Debt | 4,808 | 8,423 |
Carrying Value | Convertible notes | ||
Fair value disclosure [Line Items] | ||
Carrying Value of Debt | $ 1,585 | $ 1,521 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts and Fair Values (Details) shares in Millions, $ in Millions | 9 Months Ended | ||
May 31, 2018USD ($)shares | Aug. 31, 2017USD ($)shares | ||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | $ (608) | $ (52) |
Accounts receivable | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | 10 | 51 |
Other noncurrent assets | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | $ 0 | 1 |
Designated hedging instruments | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
General maturity of currency forward contracts (in months) | 12 months | ||
Designated hedging instruments | Accounts receivable | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | $ 2 | |
Designated hedging instruments | Accounts payable and accrued expenses | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | (25) | |
Designated hedging instruments | Other noncurrent assets | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | 0 | |
Designated hedging instruments | Cash flow hedges | Currency forward | |||
Notional Disclosures [Abstract] | |||
Gross Notional Amount, Currency forwards | [4] | 822 | 456 |
Designated hedging instruments | Cash flow hedges | Accounts receivable | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | 2 | 17 |
Designated hedging instruments | Cash flow hedges | Accounts payable and accrued expenses | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | (15) | 0 |
Designated hedging instruments | Cash flow hedges | Other noncurrent assets | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | 0 | 0 |
Designated hedging instruments | Fair value hedges | Currency forward | |||
Notional Disclosures [Abstract] | |||
Gross Notional Amount, Currency forwards | [4] | 239 | |
Designated hedging instruments | Fair value hedges | Accounts receivable | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | 0 | |
Designated hedging instruments | Fair value hedges | Accounts payable and accrued expenses | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | (10) | |
Designated hedging instruments | Fair value hedges | Other noncurrent assets | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | 0 | |
Not designated hedging instruments | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | (583) | (52) |
Not designated hedging instruments | Currency forward | |||
Notional Disclosures [Abstract] | |||
Gross Notional Amount, Currency forwards | [4] | $ 4,989 | $ 4,847 |
Derivative, Fair Value, Net [Abstract] | |||
General maturity of currency forward contracts (in months) | 9 months | ||
Not designated hedging instruments | Convertible notes settlement obligation | |||
Notional Disclosures [Abstract] | |||
Gross Notional Amount, Convertible notes settlement obligation (in shares) | shares | [4] | 10 | 2 |
Not designated hedging instruments | Accounts receivable | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | $ 8 | $ 34 |
Not designated hedging instruments | Accounts receivable | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | 8 | 34 |
Not designated hedging instruments | Accounts receivable | Convertible notes settlement obligation | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [2] | 0 | 0 |
Not designated hedging instruments | Accounts payable and accrued expenses | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | (25) | (5) |
Not designated hedging instruments | Current debt | Convertible notes settlement obligation | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Liabilities | [1] | (558) | (47) |
Not designated hedging instruments | Other noncurrent assets | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | 0 | 1 |
Not designated hedging instruments | Other noncurrent assets | Currency forward | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | 0 | 1 |
Not designated hedging instruments | Other noncurrent assets | Convertible notes settlement obligation | |||
Derivative, Fair Value, Net [Abstract] | |||
Fair Value of Assets | [3] | $ 0 | $ 0 |
[1] | Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations. | ||
[2] | Included in receivables – other. | ||
[3] | Included in other noncurrent assets. | ||
[4] | Notional amounts of currency hedge contracts in U.S. dollars. |
Derivative Instruments - Gain (
Derivative Instruments - Gain (Loss) on Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | Mar. 01, 2018 | May 31, 2018 | Jun. 01, 2017 | |
Designated hedging instruments | Cash flow hedges | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net gains (losses) recognized in other comprehensive income, effective portion | $ (23) | $ 6 | $ (6) | $ (3) | |
Designated hedging instruments | Fair value hedges | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings [Abstract] | |||||
Gain (loss) on remeasurement of hedged assets and liabilities | 28 | (28) | |||
Gain (loss) on derivatives designated as hedging instruments | (28) | 28 | |||
Amortization of amounts excluded from hedge effectiveness | (13) | (32) | |||
Gain (loss) on fair value hedges recognized in earnings | (13) | (32) | |||
Currency forward | Not designated hedging instruments | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings [Abstract] | |||||
Net gains (losses) for derivative instruments without hedge accounting designation | (52) | $ 70 | $ 52 | $ (47) | |
Convertible notes settlement obligation | Not designated hedging instruments | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings [Abstract] | |||||
Net gains (losses) for derivative instruments without hedge accounting designation | $ (119) | $ (143) |
Equity Plans - Share Based Comp
Equity Plans - Share Based Compensation Plan Information (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future awards (in shares) | 127 | 127 | ||
Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Stock options granted (in shares) | 0 | 1 | 2 | 7 |
Weighted-average grant-date fair value per share (in dollars per share) | $ 24.14 | $ 11.64 | $ 18.61 | $ 8.59 |
Average expected life in years | 5 years 5 months | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Weighted-average expected volatility (in hundredths) | 45.00% | 44.00% | 44.00% | 46.00% |
Weighted-average risk-free interest rate (in thousandths) | 2.80% | 2.00% | 2.20% | 1.80% |
Expected dividend yield (in thousandths) | 0.00% | 0.00% | 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) | 0 | 0 | 4 | 8 |
Weighted-average grant-date fair value per share (in dollars per share) | $ 53.77 | $ 27.75 | $ 42.14 | $ 19.10 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future awards (in shares) | 33 | 33 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Additional ESPP General Disclosures [Abstract] | ||||
ESPP maximum percentage of eligible compensation | 10.00% | 10.00% | ||
ESPP purchase price of common stock, percent, first or last trading day of offering period | 85.00% | |||
ESPP offering period | 6 months |
Equity Plans - Share-based Comp
Equity Plans - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 48 | $ 57 | $ 151 | $ 158 |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Income tax benefit related to share-based compensation expense | 26 | 17 | 142 | 80 |
Total unrecognized compensation costs related to non-vested awards expected to be recognized | 364 | $ 364 | ||
Weighted average period that unrecognized compensation costs is expected to be recognized (in years) | 1 year 3 months | |||
Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 13 | 19 | $ 44 | 54 |
Restricted stock award | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 35 | 38 | 107 | 104 |
Cost of Goods Sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 20 | 24 | 62 | 66 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 14 | 20 | 48 | 53 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 14 | $ 13 | $ 41 | $ 39 |
Research and Development (Detai
Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
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 | $ 53 | $ 47 | $ 167 | $ 162 |
Other Non-Operating Income (E72
Other Non-Operating Income (Expense), Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
May 31, 2018 | Jun. 01, 2017 | Mar. 02, 2017 | May 31, 2018 | Jun. 01, 2017 | Dec. 05, 2016 | |
Other Non-Operating Income (Expense), Net | ||||||
Loss on debt prepayments, repurchases, and conversions | $ (168) | $ (61) | $ (386) | $ (63) | ||
Loss from changes in currency exchange rates | (24) | (22) | (60) | (62) | ||
Gain on remeasurement of previously-held equity interest in Inotera | 0 | 0 | 0 | 71 | ||
Other | (1) | 0 | (4) | (9) | ||
Other non-operating income (expense), net | $ (193) | $ (83) | $ (450) | $ (63) | ||
Inotera | ||||||
Other Non-Operating Income (Expense), Net | ||||||
Gain on remeasurement of previously-held equity interest in Inotera | $ 71 | |||||
Business Combination, Step Acquisition [Abstract] | ||||||
Ownership interest in Inotera immediately prior to acquisition (in hundredths) | 33.00% |
Income Taxes - (Provision) Bene
Income Taxes - (Provision) Benefit (Details) $ in Millions | 3 Months Ended | 4 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2018USD ($) | Jun. 01, 2017USD ($) | Dec. 31, 2017 | Aug. 30, 2018 | May 31, 2018USD ($) | Jun. 01, 2017USD ($) | Aug. 29, 2019 | Aug. 30, 2018 | |
Effect of Tax Cuts and Jobs Act of 2017 [Abstract] | ||||||||
Federal statutory income tax rate | 35.00% | |||||||
Income tax (provision) benefit | ||||||||
Provisional estimate for the Repatriation Tax, net of adjustments related to uncertain tax positions | $ 222 | $ 0 | $ (1,113) | $ 0 | ||||
Remeasurement of deferred tax assets and liabilities reflecting the lower U.S. corporate tax rates | 0 | 0 | (133) | 0 | ||||
Provisional estimate for the release of the valuation allowance on the net deferred tax assets of our U.S. operations | 0 | 0 | 1,337 | 0 | ||||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW | (35) | (31) | (78) | (52) | ||||
Other income tax (provision) benefit | (78) | (61) | (161) | (109) | ||||
Income tax (provision) benefit | 109 | $ (92) | (148) | $ (161) | ||||
Income tax provision recognized for changes in assumptions for indefinitely reinvested earnings | 68 | |||||||
Income Tax Uncertainties [Abstract] | ||||||||
Unrecognized tax benefits | 202 | 202 | ||||||
Unrecognized tax benefits that would impact effective tax rate | 196 | 196 | ||||||
Unrecognized tax benefits, decrease resulting from Tax Act | 126 | |||||||
2019 Board Authorized Repurchase Plan | ||||||||
Income tax (provision) benefit | ||||||||
Stock Repurchase Program, Authorized Amount | $ 10,000 | $ 10,000 | ||||||
Forecast | ||||||||
Effect of Tax Cuts and Jobs Act of 2017 [Abstract] | ||||||||
Federal statutory income tax rate | 21.00% | 21.00% | 25.70% | |||||
Forecast | Maximum | ||||||||
Effect of Tax Cuts and Jobs Act of 2017 [Abstract] | ||||||||
Transition tax on accumulated foreign earnings, deemed repatriation tax rate | 0.155 | |||||||
Forecast | Minimum | ||||||||
Effect of Tax Cuts and Jobs Act of 2017 [Abstract] | ||||||||
Transition tax on accumulated foreign earnings, deemed repatriation tax rate | 0.08 |
Income Taxes - Tax Holiday (Det
Income Taxes - Tax Holiday (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Tax benefit due to arrangements allowing computation of tax provision at rates below local statutory rates | $ 527 | $ 250 | $ 1,350 | $ 422 |
Tax benefit per diluted share due to arrangements allowing computation of tax provision at rates below local statutory rates (in dollars per share) | $ 0.43 | $ 0.21 | $ 1.10 | $ 0.37 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Jun. 01, 2017 | May 31, 2018 | Jun. 01, 2017 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net income attributable to Micron - Basic | $ 3,823 | $ 1,647 | $ 9,810 | $ 2,721 |
Net income attributable to Micron - Diluted | $ 3,823 | $ 1,647 | $ 9,810 | $ 2,721 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Weighted-average common shares outstanding - Basic (in shares) | 1,159 | 1,106 | 1,150 | 1,082 |
Dilutive effect of equity plans and convertible notes (in shares) | 76 | 71 | 83 | 60 |
Weighted-average common shares outstanding - Diluted (in shares) | 1,235 | 1,177 | 1,233 | 1,142 |
Earnings Per Share, Basic [Abstract] | ||||
Basic (in dollars per share) | $ 3.30 | $ 1.49 | $ 8.53 | $ 2.52 |
Earnings Per Share, Diluted [Abstract] | ||||
Diluted (in dollars per share) | $ 3.10 | $ 1.40 | $ 7.96 | $ 2.38 |
Antidilutive potential common shares that could dilute basic earnings per share in the future (in shares) | 2 | 52 | 3 | 59 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2018USD ($) | Jun. 01, 2017USD ($) | May 31, 2018USD ($)segment | Jun. 01, 2017USD ($) | |
Reportable Segments | ||||
Number of reportable segments | segment | 4 | |||
Net sales | ||||
Net sales | $ 7,797 | $ 5,566 | $ 21,951 | $ 14,184 |
Operating income | ||||
Stock-based compensation | (48) | (57) | (151) | (158) |
Other | 44 | (8) | 49 | (31) |
Operating income (loss) | 3,953 | 1,963 | 10,617 | 3,366 |
CNBU | ||||
Net sales | ||||
Net sales | 3,988 | 2,389 | 10,891 | 5,776 |
MBU | ||||
Net sales | ||||
Net sales | 1,753 | 1,129 | 4,684 | 3,243 |
SBU | ||||
Net sales | ||||
Net sales | 1,143 | 1,316 | 3,780 | 3,217 |
EBU | ||||
Net sales | ||||
Net sales | 897 | 700 | 2,556 | 1,868 |
All Other | ||||
Net sales | ||||
Net sales | 16 | 32 | 40 | 80 |
Operating Segments | ||||
Operating income | ||||
Operating income (loss) | 4,017 | 2,071 | 10,804 | 3,686 |
Operating Segments | CNBU | ||||
Operating income | ||||
Operating income (loss) | 2,615 | 1,219 | 6,858 | 2,159 |
Operating Segments | MBU | ||||
Operating income | ||||
Operating income (loss) | 860 | 304 | 2,054 | 563 |
Operating Segments | SBU | ||||
Operating income | ||||
Operating income (loss) | 156 | 276 | 807 | 302 |
Operating Segments | EBU | ||||
Operating income | ||||
Operating income (loss) | 386 | 256 | 1,091 | 627 |
Operating Segments | All Other | ||||
Operating income | ||||
Operating income (loss) | 0 | 16 | (6) | 35 |
Unallocated | ||||
Operating income | ||||
Stock-based compensation | (48) | (57) | (151) | (158) |
Restructure and asset impairments | (8) | (12) | (21) | (45) |
Flow-through of Inotera inventory step up | 0 | (36) | 0 | (96) |
Other | (8) | (3) | (15) | (21) |
Operating income (loss) | $ (64) | $ (108) | $ (187) | $ (320) |