Micron
Annual Report 2017

Plain-text annual report

MICRON TECHNOLOGY INC FORM 10-K (Annual Report) Filed 10/26/17 for the Period Ending 08/31/17 Address Telephone CIK 8000 S FEDERAL WAY PO BOX 6 BOISE, ID, 83716-9632 2083684000 0000723125 Symbol MU SIC Code Industry Sector Fiscal Year 3674 - Semiconductors and Related Devices Semiconductors Technology 08/30 http://www.edgar-online.com © Copyright 2017, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.  UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended August 31, 2017ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission file number 1-10658Micron Technology, Inc.(Exact name of registrant as specified in its charter)Delaware75-1618004(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)8000 S. Federal Way, Boise, Idaho83716-9632(Address of principal executive offices)(Zip Code)Registrant's telephone number, including area code(208) 368-4000Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock, par value $0.10 per shareNASDAQ Global Select MarketCommon Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes T No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No TIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes T No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K. TIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.Large Accelerated Filer xAccelerated Filer oNon-Accelerated Filer o(Do not check if a smaller reportingcompany)Smaller Reporting Company oEmerging Growth Company oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No xThe aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of such stock on March 2, 2017, as reported by the NASDAQ GlobalSelect Market, was approximately $20.5 billion . Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding commonstock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.The number of outstanding shares of the registrant's common stock as of October 20, 2017 was 1,153,255,224 .DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant’s Fiscal 2017 Annual Meeting of Shareholders to be held on January17, 2018 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K. Definitions of Commonly Used TermsAs used herein, "we," "our," "us," and similar terms include Micron Technology, Inc. and our consolidated subsidiaries, unless the context indicates otherwise.Abbreviations, terms, or acronyms are commonly used or found in multiple locations throughout this report and include the following:Term Definition Term Definition2021 MSAC Term Loan Variable Rate MSAC Senior Secured Term Loan due2021 LPDRAM Mobile Low-Power DRAM2021 MSTW Term Loan Variable Rate MSTW Senior Secured Term Loan due2021 MAI Micron Akita, Inc.2022 Notes 5.88% Senior Notes due 2022 MCP Multi-Chip Package2022 Term Loan B Senior Secured Term Loan B due 2022 Micron Micron Technology, Inc. (Parent Company)2023 Notes 5.25% Senior Notes due 2023 MLC Multi-Level Cell (two bits per cell)2023 Secured Notes 7.50% Senior Secured Notes due 2023 MMJ Micron Memory Japan, Inc.2024 Notes 5.25% Senior Notes due 2024 MMJ Companies MAI and MMJ2025 Notes 5.50% Senior Notes due 2025 MMJ Group MMJ and its subsidiaries2026 Notes 5.63% Senior Notes due 2026 MMT Micron Memory Taiwan Co., Ltd.2032 Notes 2032C and 2032D Notes MSP Micron Semiconductor Products, Inc.2032C Notes 2.38% Convertible Senior Notes due 2032 MSTW Micron Semiconductor Taiwan Co., Ltd.2032D Notes 3.13% Convertible Senior Notes due 2032 MTTW Micron Technology Taiwan, Inc.2033 Notes 2033E and 2033F Notes Nanya Nanya Technology Corporation2033E Notes 1.63% Convertible Senior Notes due 2033 Qimonda Qimonda AG2033F Notes 2.13% Convertible Senior Notes due 2033 R&D Research and Development2043G Notes 3.00% Convertible Senior Notes due 2043 SG&A Selling, General, and AdministrationElpida Elpida Memory, Inc. SLC Single-Level CellHMC Hybrid Memory Cube SSD Solid-State DriveIMFT IM Flash Technologies, LLC TAIBOR Taipei Interbank Offered RateInotera Inotera Memories, Inc. Tera Probe Tera Probe, Inc.Intel Intel Corporation TLC Triple-Level CellJapan Court Tokyo District Court VIE Variable Interest Entity PART I ITEM 1. BUSINESSThe following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-lookingstatements include, but are not limited to, statements such as those made regarding controller development; increasing sales of DDR4, 3D NAND, and client andcloud SSD products; growth in the market for NAND products; the need to obtain additional patent licenses or renew existing license agreements; the entry intoadditional sales or licenses of intellectual property and partnering agreements; debt incurred to finance our capital investments; and cash expenditures forproperty, plant, and equipment. Our actual results could differ materially from our historical results and those discussed in the forward-lookingstatements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in "Item 1A. Risk Factors." All periodreferences are to our fiscal periods unless otherwise indicated.OverviewMicron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions. Through our global brands– Micron®, Crucial®, and Ballistix® – our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, NOR Flash, and 3DXPoint™ memory, is transforming how the world uses information to enrich life. Backed by more than 35 years of technology leadership, our memory and storagesolutions enable disruptive trends, including artificial intelligence, machine learning, and autonomous vehicles in key market segments like cloud, data center,networking, and mobile.We manufacture our products at our worldwide, wholly-owned and joint venture facilities. In recent years, we have increased our manufacturing scale andproduct diversity through strategic acquisitions, expansion, and various partnering arrangements.We make significant investments to develop the proprietary product and process technology, which is implemented in our manufacturing facilities. Wegenerally increase the density per wafer and reduce manufacturing costs of each generation of product through advancements in product and process technology,such as our leading-edge line-width process technology and 3D NAND architecture. We continue to introduce new generations of products that offer improvedperformance characteristics, including higher data transfer rates, reduced package size, lower power consumption, improved read/write reliability, and increasedmemory density. Storage products incorporating NAND, a controller, and firmware constitute a significant and increasing portion of our sales. We generallydevelop firmware and expect to introduce proprietary controllers into our SSDs in 2018. Development of advanced technologies enables us to diversify our productportfolio toward a richer mix of differentiated, high-value solutions and target high-growth markets.We market our products through our internal sales force, independent sales representatives, and distributors primarily to original equipment manufacturers andretailers located around the world. We face intense competition in the semiconductor memory and storage markets and, in order to remain competitive, we mustcontinuously develop and implement new products and technologies and decrease manufacturing costs. Our success is largely dependent on market acceptance ofour diversified portfolio of semiconductor-based memory and storage solutions, efficient utilization of our manufacturing infrastructure, successful ongoingdevelopment and integration of advanced product and process technology, return-driven capital spending, and successful R&D investments.To leverage our significant investments in R&D, we have formed, and may continue to form, strategic joint ventures that allow us to share the costs ofdeveloping memory and storage product and process technology with third parties. In addition, from time to time, we also sell and/or license technology to otherparties. We continue to pursue additional opportunities to monetize our investment in intellectual property through partnering and other arrangements.Acquisition of InoteraThrough December 6, 2016, we held a 33% ownership interest in Inotera (now known as MTTW), Nanya and certain of its affiliates held a 32% ownershipinterest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the remaining 67% interest in Inotera and began consolidatingInotera's operating results. Inotera manufactures DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold suchproducts exclusively to us through supply agreements. The Inotera acquisition enhances our flexibility to drive new technology, optimize the deployment ofcapital, and adapt our product offerings to changes in market conditions. For more information regarding the1Inotera acquisition, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Acquisition of Inotera."Business SegmentsWe have the following four business units, which are our reportable segments:Compute and Networking Business Unit ("CNBU") : Includes memory products sold into compute, networking, graphics, and cloud server markets.Storage Business Unit ("SBU") : Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. SBU also includesproducts sold to Intel through our IMFT joint venture.Mobile Business Unit ("MBU") : Includes memory products sold into smartphone, tablet, and other mobile-device markets.Embedded Business Unit ("EBU") : Includes memory products sold into automotive, industrial, connected home, and consumer electronics markets.For more information regarding our segments, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated FinancialStatements – Segment Information."ProductsOur product portfolio of memory and storage solutions is based on our high-performance semiconductor memory and storage technologies, which includeDRAM, NAND, 3D XPoint memory, and other technologies. We offer products in various forms, including wafers, components, and modules, as well as SSDs andmultiple chip packages that combine our NAND with controllers and firmware.DRAMDRAM products are high-density, low-cost-per-bit, random access memory devices that provide high-speed data storage and retrieval with a variety ofperformance, pricing, and other characteristics. Sales of DRAM products were 64%, 58%, and 64% of our total net sales in 2017 , 2016 , and 2015 , respectively.Wafer, Component, and Module DRAM : DDR3 and DDR4 DRAM products offer high speed and bandwidth, primarily for use in computers, servers,networking devices, communications equipment, consumer electronics, automotive, and industrial applications. In 2017, we offered DDR4 and DDR3 products in1Gb to 8Gb densities. Sales of DDR4 products increased significantly in 2017 and we expect further increases in 2018 as DDR4 DRAM replaces DDR3 DRAMproducts in many applications. Aggregate sales of DDR3 and DDR4 DRAM products were 40%, 31%, and 38% of our total net sales in 2017 , 2016 , and 2015 ,respectively.LPDRAM products offer lower power consumption relative to other DRAM products and are used primarily in smartphones, tablets, automotive applications,laptop computers, and other mobile consumer devices that require low power consumption. Aggregate sales of our LPDDR4, LPDDR3, and other versions ofLPDRAM products were 18% of our total net sales in each of 2017 , 2016 , and 2015 .We offer other DRAM products targeted to specialty markets, including DDR2 DRAM, DDR DRAM, GDDR5 and GDDR5X DRAM, SDRAM, andRLDRAM. These products are used in networking devices, servers, consumer electronics, communications equipment, computer peripherals, automotive andindustrial applications, and computer memory upgrades.Other : We offer HMC products, which are semiconductor memory devices where vertical stacks of DRAM die connected using through-silicon-viainterconnects are placed above a small, high-speed logic layer.NANDNAND products are electrically re-writeable, non-volatile semiconductor memory and storage devices that retain content when power is turned off. NANDsales were 32%, 37%, and 33% of our total net sales in 2017 , 2016 , and 2015 , respectively. NAND is ideal for mass-storage devices due to its fast erase and writetimes, high density, and low cost per bit relative to other solid-state memories. NAND-based storage devices are utilized in smartphones, SSDs, tablets, computers,automotive and industrial applications, networking, and other consumer applications. Removable storage devices, such as USB and Flash2memory cards, are used with applications such as PCs, digital still cameras, and smartphones. The market for NAND products has grown rapidly and we expect itto continue to grow due to increased demand for these and other embedded and removable storage devices.Wafer and Component NAND : Our NAND products feature a small cell structure that enables higher densities for demanding applications. We began sellingcommercial volumes of new products featuring our 3D NAND technology in 2016 and it composed 43% of our total Trade NAND sales in 2017. We expect 3DNAND sales to continue to increase in 2018. 3D NAND stacks layers of data storage cells vertically to create storage devices with higher capacity than competingplanar NAND technologies. This enables more storage in a smaller space, bringing significant cost savings, low power usage and high performance to a range ofmobile consumer devices as well as the most demanding enterprise deployments. We are currently in production of MLC and TLC versions of 3D NAND and, in2017, TLC comprised a majority of our 3D NAND production. The significant majority of our 3D NAND products sold in 2017 featured 32 layers and we beganramping next generation 3D NAND products with 64 layers in 2017. We also offer high speed SLC, MLC, and TLC planar NAND products that are compatiblewith advanced interfaces in 1GB to 128GB densities. SSDs : SSDs incorporate NAND, a controller, and firmware and are a significant portion of our net sales. We offer client, cloud, and enterprise SSDs whichfeature higher performance, reduced-power consumption, and enhanced reliability as compared to typical hard disk drives. Our client SSDs are targeted atnotebooks, desktops, workstations, and other consumer applications. Increasingly our SSDs are being utilized in large-scale cloud environments. Using our 3DNAND process technology, our SSDs deliver read and write speeds that help improve boot and application load times and deliver higher performance than harddisk drives. Our client SSDs, including our newest line of 3D NAND SSDs, deliver world-class data storage, endurance, power efficiency, reliability, andperformance for corporate users and are offered in SATA and PCIe NVMe solutions, with densities up to 2 terabytes, in 2.5-inch and M.2 form factors. Ourenterprise SSDs are targeted at server and storage applications and incorporate our Extended Performance and Enhanced Reliability Technology ("XPERT")architecture, which closely incorporates the storage and controller through highly optimized firmware algorithms and hardware enhancements. The end result is aset of market-focused enterprise features that deliver ultra-low latencies, improved data transfer time, power-loss protection, and cost-effectiveness, along withhigher capacities and power efficiency. We offer enterprise SSDs with PCIe NVMe, SAS, and SATA interfaces, with capacities up to 3.2 terabytes.We generally develop firmware and expect to introduce proprietary controllers into our SSDs in 2018, which will enable us to offer additional differentiatedstorage solutions for our customers. Sales of our client and cloud SSDs increased significantly in 2017, both in aggregate and as a percentage of our overall sales,and we expect this trend to continue over the next several years.MCPs and Managed NAND : We offer MCP products that combine NAND with LPDRAM to enable small form-factor solutions that combine storage andexecution memory. We also offer managed NAND products including e-MMC, UFS, and embedded USB. Our e-MMC products combine NAND with a logiccontroller that performs media management and Error Code Correction ("ECC"), which provides reduced ECC complexity, better system performance, improvedreliability, easy integration, and lower overall system costs. Our e-MCP products combine e-MMC with LPDRAM on the same substrate, which improves overallfunctionality and performance while simplifying system design. MCP products are used in smartphone, automotive, industrial, and other consumer applications.Our MCP and managed NAND products generally feature proprietary firmware and leverage our expertise in NAND and DRAM technologies.3D XPoint Memory and Other3D XPoint Memory : We introduced 3D XPoint technology, a new category of non-volatile memory, in 2015. 3D XPoint memory's innovative, transistor-less,cross point architecture creates a three-dimensional checkerboard where memory cells sit at the intersection of word lines and bit lines, allowing the cells to beaddressed individually. As a result, data can be written and read in small sizes, leading to fast and efficient read/write processes. We began producing 3D XPointmemory in 2016 and significantly increased production in 2017.Other : Other products included primarily NOR Flash, which are electrically re-writeable semiconductor memory devices that offer fast read times and areused in automotive, industrial, connected home, and consumer applications.3IMFTSince 2006, we have owned 51% of IMFT, a joint venture between us and Intel to manufacture memory products exclusively for its members, who share theoutput of IMFT in proportion to their investment under a long-term supply agreement at prices approximating cost. In 2017, IMFT began to transition itsmanufacturing from NAND to 3D XPoint memory products. We generally share with Intel the costs of product design and process development activities forNAND and 3D XPoint memory at IMFT and our other facilities. IMFT is governed by a Board of Managers for which the number of managers appointed by eachmember varies based on the members' respective ownership interests. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights.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 anamount equal to the noncontrolling interest balance attributable to Intel at such time either member exercises its right. If Intel exercises its put right, we can elect toset the closing date of the transaction to be any time within two years following such election by Intel and can elect to receive financing of the purchase price fromIntel for one to two years from the closing date. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements– Equity – Noncontrolling Interests in Subsidiaries – IMFT.")ManufacturingOur manufacturing facilities are located in the United States, China, Japan, Malaysia, Singapore, and Taiwan. Nearly all of our products are manufactured on300mm wafers in facilities that generally operate 24 hours per day, 7 days per week. Semiconductor manufacturing is extremely capital intensive, requiring largeinvestments in sophisticated facilities and equipment. A significant portion of our semiconductor equipment is generally replaced every five to seven years withincreasingly advanced equipment. Our DRAM, NAND, 3D XPoint memory, and NOR Flash products share a number of common manufacturing processes,enabling us to leverage our product and process technology and manufacturing infrastructure across these product lines.Our process for manufacturing semiconductor products is complex, involving a number of precise steps, including wafer fabrication, assembly, and test.Efficient production of semiconductor products requires utilization of advanced semiconductor manufacturing techniques and effective deployment of thesetechniques across multiple facilities. The primary determinants of manufacturing cost are process line-width, 3D non-volatile layers, NAND cell levels, processcomplexity, including number of mask layers and fabrication steps, and manufacturing yield. Other factors that contribute to manufacturing costs are cost andsophistication of manufacturing equipment, equipment utilization, process complexity, cost of raw materials, labor productivity, package type, and cleanliness ofour manufacturing environment. We continuously enhance our production processes, increasing bits per wafer and transitioning to higher density products. In2017, we significantly increased our volume production of 1Xnm process node DRAM and, beginning in the first quarter of 2017, manufactured a majority of ourNAND production using our first generation 32-layer 3D NAND technology. In 2017, we began ramping production of our second generation 64-layer 3D NANDtechnology and TLC products became the majority of our 3D NAND output.Wafer fabrication occurs in a highly-controlled clean environment to minimize dust and other yield and quality-limiting contaminants. Despite stringentmanufacturing controls, individual circuits may be nonfunctional or wafers may need to be scrapped due to equipment errors, minute impurities in materials,defects in photomasks, circuit design marginalities or defects, and air particle defects. Success of our manufacturing operations depends largely on minimizingdefects to maximize yield of high-quality circuits. In this regard, we employ rigorous quality controls throughout the manufacturing, screening, and testingprocesses. We are able to recover certain devices by testing and grading them to their highest level of functionality.We sell semiconductor products in both packaged and unpackaged (i.e., "bare die") forms. Our packaged products include memory modules, SSDs, MCPs,managed NAND, and HMCs. We assemble many products in-house and, in some cases, outsource assembly services where we can reduce costs and minimize ourcapital investment. We subcontract assembly services for the production of certain memory modules, SSDs, and MCPs.We test our products at various stages in the manufacturing process, conduct numerous quality control inspections throughout the entire production flow, andperform high temperature burn-in on finished products. In addition, we use our proprietary AMBYX™ line of intelligent test and burn-in systems to performsimultaneous circuit tests of semiconductor memory die during the burn-in process, capturing quality and reliability data and reducing testing time and cost. Weuse subcontractors to perform certain testing services.4In recent years, we have produced an increasingly broad portfolio of products and system solutions, which enhances our ability to allocate resources to ourmost profitable products but also increases the complexity of our manufacturing operations. Although our product lines generally use similar manufacturingprocesses, our cost efficiency can be affected by frequent conversions to new products, the allocation of manufacturing capacity to more complex, smaller-volumeparts, and the reallocation of manufacturing capacity across various product lines.Availability of Raw Materials and Use of Service ProvidersOur operations require raw materials, and in some cases, third-party services, that meet exacting standards. We generally have multiple sources of supply forour raw materials and services. However, only a limited number of suppliers are capable of delivering certain raw materials and services that meet our standards. Insome cases, materials, components, or services are provided by a single supplier. Various factors could reduce the availability of raw materials or components suchas chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks. Shortages may occur,from time to time, in the future. We and/or our suppliers could be affected by laws and regulations enacted in response to concerns regarding climate change,which could increase the cost and limit the supply of our raw materials. In addition, disruptions in transportation lines could delay our receipt of raw materials.Lead times for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials or services or the extension of our leadtimes could have a material adverse effect on our business, result of operations, or financial condition.Our manufacturing processes are also dependent on our relationships with outsourced semiconductor assembly and test providers, contract manufacturers,logistic carriers, and other service providers. We have supply chain risk monitoring and management to mitigate our risks associated with raw materials and serviceproviders.Marketing and CustomersFor 2017 , 20% of our net sales were to the compute and graphics market (including desktop PCs, notebooks, and workstations); 20% were to mobile; 20%were to SSD and other storage; 15% were to automotive, industrial, medical, and other embedded; and 15% were to server. Sales to Kingston TechnologyCorporation consisted primarily of DRAM and, as a percentage of total net sales, were 10% , 7%, and 11% for 2017 , 2016, and 2015 , respectively. Sales to Intel,including Non-Trade sales through IMFT, as a percentage of total net sales, were 9%, 14% , and 8% for 2017, 2016 , and 2015, respectively. No other customerexceeded 10% of our total net sales for 2017, 2016, or 2015.Our semiconductor memory and storage products are offered under our Micron, Crucial, and Ballistix brand names and private labels. We market oursemiconductor memory and storage products primarily through our own direct sales force and maintain sales or representative offices in our primary marketsaround the world. We sell our Crucial-branded products through a web-based customer direct sales channel, as well as through channel and distribution partners.Our products are also offered through independent sales representatives and distributors, who obtain orders subject to final acceptance by us and are compensatedon a commission basis. We then make shipments against these orders directly to our customers. Distributors carry our products in inventory and typically sell avariety of other semiconductor products, including competitors' products. We maintain inventory at locations in close proximity to certain key customers tofacilitate rapid delivery of products. Many of our customers require a thorough review or qualification of semiconductor products, which may take several months.BacklogBecause of volatile industry conditions, customers are reluctant to enter into long-term, fixed-price contracts. Accordingly, new order volumes for oursemiconductor products fluctuate significantly. We typically accept orders with acknowledgment that the terms may be adjusted to reflect market conditions at thedate of shipment. For these reasons, we do not believe that our order backlog as of any particular date is a reliable indicator of actual sales for any succeedingperiod.Product WarrantyBecause the design and manufacturing process for semiconductor products is highly complex, it is possible that we may produce products that do not complywith applicable specifications, contain defects, or are otherwise incompatible with end5uses. In accordance with industry practice, we generally provide a limited warranty that our products are in compliance with applicable specifications existing atthe time of delivery and will operate to those specifications during a stated warranty period. Under our standard terms and conditions of sale, liability for certainfailures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amountspaid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms andconditions.CompetitionWe face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Samsung Electronics Co., Ltd.;SK Hynix Inc.; Toshiba Corporation; and Western Digital Corporation. Some of our competitors are large corporations or conglomerates that may have greaterresources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidationof industry competitors could put us at a competitive disadvantage. In addition, some governments, such as China, have provided, and may continue to provide,significant financial assistance to some of our competitors or to new entrants. Our competitors generally seek to increase silicon capacity and bits per wafer, whichmay result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supply of semiconductor memory and storageproducts also result from capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor production tosemiconductor memory and storage production. Our competitors may increase capital expenditures or increase capacity at existing or new facilities, resulting infuture increases in worldwide supply. Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases indemand, would lead to declines in average selling prices for our products and materially adversely affect our business, results of operations, or financial condition.Many of our high-volume memory and storage products are manufactured to industry standard specifications and, as such, have similar performance characteristicsto those of our competitors. For these high-volume products, the principal competitive factors are generally price and performance characteristics including:operating speed, power consumption, reliability, compatibility, size, and form factors. For our other products, the aforementioned performance characteristicsgenerally take precedence over pricing.Research and DevelopmentOur process technology R&D efforts are focused primarily on development of process technology that enables continuous improvement to cost structures andperformance enhancements for our future DRAM and NAND products. We are also focused on developing new fundamentally different memory structures,materials, and packages, which are designed to facilitate our transition to next generation products. Additional process technology R&D efforts focus on theenablement of advanced computing, storage, and mobile memory architectures, the investigation of new opportunities that leverage our core semiconductorexpertise, and the development of new manufacturing materials. Product design and development efforts include our high density DDR4 and DDR5 DRAM andLPDRAM products as well as high density and mobile 3D NAND (including TLC and QLC technologies), 3D XPoint memory, SSDs (including firmware andcontrollers), managed NAND, specialty memory, and other memory technologies and systems.Our R&D expenses were $1.82 billion , $1.62 billion , and $1.54 billion in 2017 , 2016 , and 2015 , respectively. We generally share with Intel the costs ofproduct design and process development activities for NAND and 3D XPoint memory. Our R&D expenses reflect net reductions of $213 million , $205 million ,and $224 million for 2017 , 2016 , and 2015 , respectively, as a result of reimbursements under our cost-sharing arrangements with Intel.To compete in the semiconductor memory and storage markets, we must continue to develop technologically advanced products and processes. We believethat expansion of our semiconductor product offerings is necessary to meet expected market demand for specific memory and storage products and solutions. Ourprocess, design, and package development efforts occur at multiple locations across the world, with our largest R&D center located in Boise, Idaho and othersignificant R&D centers in Japan, China, Italy, Singapore, and other sites in the United States. In 2017, we began ramping operations in an expansion of our R&Dfacility in Boise.R&D expenses vary primarily with the number of development wafers processed, the cost of advanced equipment dedicated to new product and processdevelopment, and personnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion ofperformance and reliability testing. Development of a6product is deemed complete when it is qualified through thorough reviews and tests for performance and reliability. R&D expenses can vary significantlydepending on the timing of product qualification.Geographic InformationSales to customers outside the United States totaled $17.56 billion for 2017 and included sales of $10.39 billion in China, $2.54 billion in Taiwan, $1.36billion in Europe, $1.03 billion in Japan, and $1.81 billion in the rest of the Asia Pacific region. Sales to customers outside the United States totaled $10.47 billionfor 2016 and $13.63 billion for 2015 . As of August 31, 2017 , we had net property, plant, and equipment of $6.52 billion in Taiwan, $5.26 billion in Singapore,$4.25 billion in the United States, $2.83 billion in Japan, $453 million in China, and $118 million in other countries. (See "Part II – Item 8. Financial Statementsand Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information" and "Item 1A. Risk Factors.")Patents and LicensesIn recent years, we have been recognized as a leader in per capita and quality of patents issued. As of August 31, 2017 , we owned approximately 15,500 U.S.patents and 5,000 foreign patents. In addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms expiring through2037.We have a number of patent and intellectual property license agreements and have, from time to time, licensed or sold our intellectual property to thirdparties. Some of these license agreements require us to make one-time or periodic payments while others have resulted in us receiving payments. We may need toobtain additional licenses or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual property andpartnering arrangements. We are unable to predict whether these license agreements can be obtained or renewed on terms acceptable to us.EmployeesAs of August 31, 2017 , we had approximately 34,100 employees.Environmental ComplianceWe approach environmental stewardship and sustainability proactively to ensure we meet all government regulations regarding raw materials, discharges,emissions, and solid wastes from our manufacturing processes. Our wafer fabrication facilities continued to conform to the requirements of the InternationalOrganization for Standardization ("ISO") 14001 environmental management systems standard to ensure we are continuously improving our performance. As partof the ISO 14001 framework, we must meet annual requirements in environmental policy, compliance, planning, management, structure and responsibility,training, communication, document control, operational control, emergency preparedness and response, record keeping, and management review. While we havenot experienced any material adverse effects to our operations from environmental regulations, changes in the regulations could necessitate additional capitalexpenditures, modification of our operations, or other compliance actions.Directors and Executive Officers of the RegistrantOur executive officers are appointed annually by our Board of Directors (the "Board") and our directors are elected annually by our shareholders. Anydirectors appointed by the Board to fill vacancies on the Board serve until the next election by our shareholders. All officers and directors serve until theirsuccessors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal.7As of August 31, 2017 , the following executive officers and directors were subject to the reporting requirements of Section 16(a) of the Securities ExchangeAct of 1934, as amended.Name Age PositionApril S. Arnzen 46 Senior Vice President, Human ResourcesScott J. DeBoer 51 Executive Vice President, Technology DevelopmentErnest E. Maddock 59 Senior Vice President and Chief Financial OfficerSanjay Mehrotra 59 President and Chief Executive Officer, DirectorJoel L. Poppen 53 Senior Vice President, Legal Affairs, General Counsel, and Corporate SecretarySumit Sadana 48 Executive Vice President and Chief Business OfficerSteven L. Thorsen, Jr. 52 Senior Vice President, Worldwide SalesRobert L. Bailey 60 DirectorRichard M. Beyer 68 DirectorPatrick J. Byrne 56 DirectorMercedes Johnson 63 DirectorLawrence N. Mondry 57 DirectorRobert E. Switz 70 Chairman of the Board of DirectorsApril S. Arnzen joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen became an officer in January 2015 andwas named Senior Vice President, Human Resources in June 2017. Ms. Arnzen holds a BS in Human Resource Management and Marketing from the University ofIdaho.Scott J. DeBoer joined us in February 1995 and has served in various leadership positions since that time. Dr. DeBoer became an officer in May 2007 and wasnamed Executive Vice President, Technology Development in June 2017. Dr. DeBoer holds a PhD in Electrical Engineering and an MS in Physics from Iowa StateUniversity. He completed his undergraduate degree at Hastings College.Ernest E. Maddock joined us as an officer in June 2015 and was named Senior Vice President and Chief Financial Officer in June 2017. From April 2013 untilhe joined us, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. From October 2008 to April 2013, Mr.Maddock served as Executive Vice President and Chief Financial Officer of Lam Research Corporation after serving as Lam's Vice President of Global Operationsfrom October 2003 to September 2008. Mr. Maddock also served as a member of the Board of Directors for Intersil Corporation from July 2015 to February 2017.Mr. Maddock holds a BS in Industrial Management from the Georgia Institute of Technology and an MBA from Georgia State University.Sanjay Mehrotra joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra co-founded and lead SanDisk Corporation as astart-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer from January 2011 to May 2016, and as a member of itsBoard of Directors from July 2010 to May 2016. Mr. Mehrotra currently serves on the Board of Directors of Cavium, Inc. Mr. Mehrotra served as a member of theBoard of Directors for Western Digital Corp. from May 2016 to February 2017. Mr. Mehrotra holds a BS and an MS in Electrical Engineering and ComputerScience from the University of California, Berkeley and is a graduate of the Stanford Graduate School of Business Executive Program.Joel L. Poppen joined us in October 1995 and has held various leadership positions since that time. He became an officer in December 2013 and was namedSenior Vice President, Legal Affairs, General Counsel, and Corporate Secretary in June 2017. Mr. Poppen holds a BS in Electrical Engineering from the Universityof Illinois and a JD from the Duke University School of Law.Sumit Sadana joined us in June 2017 as our Executive Vice President and Chief Business Officer. From April 2010 to May 2016, Mr. Sadana served invarious roles at SanDisk Corporation, including most recently as Executive Vice President, Chief Strategy Officer, and General Manager, Enterprise Solutions. Mr.Sadana serves on the Board of Directors of Silicon Laboratories, Inc. Mr. Sadana holds a B.Tech. in Electrical Engineering from the Indian Institute ofTechnology, Kharagpur, India and an MS in Electrical Engineering from Stanford University.8Steven L. Thorsen, Jr. joined us in September 1988 and has served in various leadership positions since that time. He became an officer in April 2012 and wasnamed Senior Vice President, Worldwide Sales in June 2017. Mr. Thorsen holds a BA in Business Administration from Washington State University.Robert L. Bailey has served as Chief Executive Officer of Blue Willow Systems, Inc. since August 2017 and as Blue Willow's Chairman since March 2015.Blue Willow is a software as a service resident safety platform for senior living facilities. Mr. Bailey was the Chairman of the Board of Directors of PMC-Sierra,Inc. from 2005 until May 2011 and also served as PMC's Chairman from February 2000 until February 2003. Mr. Bailey served as a director of PMC from October1996 to May 2011. He also served as the Chief Executive Officer of PMC from July 1997 until May 2008. Within the past five years, Mr. Bailey also served on theBoard of Directors of Entropic Communications. Mr. Bailey holds a BS in Electrical Engineering from the University of Bridgeport and an MBA from theUniversity of Dallas. Mr. Bailey has served on our Board since 2007.Richard M. Beyer was Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June 2012 and served as a director withFreescale until April 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation from 2002 to 2008. He hasalso previously served in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation. Within the past five years, Mr.Beyer served on the Board of Directors of Analog Devices, Inc. and Freescale. He currently serves on the Board of Directors of Dialog Semiconductor andMicrosemi Corporation. Mr. Beyer served three years as an officer in the United States Marine Corps. He holds a BA and an MA in Russian from GeorgetownUniversity and an MBA in Marketing and International Business from Columbia University Graduate School of Business. Mr. Beyer has served on our Board since2013.Patrick J. Byrne has served as Senior Vice President of Fortive Corporation since July 2016, when Danaher Corporation completed the separation of its Test &Measurement and Industrial Technologies segments. Mr. Byrne was President of Tektronix, a subsidiary of Danaher, from July 2014 to July 2016. Previously, hewas Vice President of Strategy and Business Development and Chief Technical Officer of Danaher from November 2012 to July 2014. Danaher designs,manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Mr. Byrne served as Director,President and Chief Executive Officer of Intermec, Inc. from 2007 to May 2012. Within the past five years, Mr. Byrne served on the Board of Directors of FlowInternational and Intermec, Inc. Mr. Byrne holds a BS in Electrical Engineering from the University of California, Berkeley and an MS in Electrical Engineeringfrom Stanford University. Mr. Byrne has served on our Board since 2011.Mercedes Johnson was the Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a supplier of analog interface components forcommunications, industrial, and consumer applications, from December 2005 to August 2008. She also served as the Senior Vice President, Finance of LamResearch Corporation from June 2004 to January 2005 and as Lam's Chief Financial Officer from May 1997 to May 2004. Ms. Johnson holds a degree inAccounting from the University of Buenos Aires and currently serves on the Board of Directors for Juniper Networks, Inc., Teradyne, Inc., and Synopsys, Inc. Shealso served on the Board of Directors for Intersil Corporation from August 2005 to February 2017. Ms. Johnson is the Chairman of the Board of Directors' AuditCommittee and Finance Committee and has served on our Board since 2005.Lawrence N. Mondry has been the President and Chief Executive Officer of Stream Gas & Electric, Ltd., a provider of energy, mobile and protective services,since February 2016. Mr. Mondry was the Chief Executive Officer of Apollo Brands, a consumer products portfolio company, from February 2014 to February2015. Mr. Mondry was the Chief Executive Officer of Flexi Compras Corporation, a rent-to-own retailer, from June 2013 to February 2014. Mr. Mondry was thePresident and Chief Executive Officer of CSK Auto Corporation, a specialty retailer of automotive aftermarket parts, from August 2007 to July 2008. Prior to hisappointment at CSK, Mr. Mondry served as the Chief Executive Officer of CompUSA Inc. from November 2003 to May 2006. Mr. Mondry is the Chairman of theBoard of Directors' Compensation Committee and Governance and Sustainability Committee and has served on our Board since 2005.Robert E. Switz was the Chairman, President, and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure productsand services, from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career thereheld numerous leadership positions. Within the past five years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., BroadcomCorporation, Cyan, Inc., Pulse Electronics Corporation, and Leap Wireless International, Inc. Mr. Switz currently serves on the Board of Directors for MarvellTechnology Group Ltd., Gigamon, Inc., and FireEye, Inc. Mr. Switz holds an MBA from the University of Bridgeport and a BS in Business Administration fromQuinnipiac University. Mr. Switz was appointed Chairman of the Board of Directors in 2012 and has served on our Board since 2006.There are no family relationships between any of our directors or executive officers.9Available InformationMicron, a Delaware corporation, was incorporated in 1978. Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and ourtelephone number is (208) 368-4000. Information about us is available at our website, www.micron.com. Also available on our website are our: CorporateGovernance Guidelines, Governance and Sustainability Committee Charter, Compensation Committee Charter, Audit Committee Charter, Finance CommitteeCharter, and Code of Business Conduct and Ethics. Any amendments or waivers of our Code of Business Conduct and Ethics will also be posted on our websitewithin four business days of the amendment or waiver. Copies of these documents are available to shareholders upon request. Information contained or referencedon our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K.We use our investor relations website, http://investors.micron.com, as a routine channel for distribution of important information, including news releases,analyst presentations, and financial information. Our filings are available free of charge on our website as soon as reasonably practicable after they areelectronically filed with, or furnished to, the U.S. Securities and Exchange Commission, including our annual and quarterly reports on Forms 10-K and 10-Q andcurrent reports on Form 8-K, our proxy statements, and any amendments to those reports or statements. The Securities and Exchange Commission’s ("SEC")website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Materialsfiled or furnished by us with the SEC are also available at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on theoperation of the Public Reference Room is available by calling (800) SEC-0330. The content on any website referred to in this Form 10-K is not incorporated byreference in this Form 10-K unless expressly noted.Additional InformationMicron, Crucial, Ballistix, any associated logos, and all other Micron trademarks are the property of Micron. 3D XPoint is a trademark of Intel in the UnitedStates and/or other countries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the registered orunregistered trademarks of their respective owners.10ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-K, the following are important factors, the order of which is not necessarily indicative of thelevel of risk that each poses to us, which could cause actual results or events to differ materially from those contained in any forward-looking statements made byus. Our operations could also be affected by other factors that are presently unknown to us or not considered significant. Any of the factors below could have amaterial adverse effect on our business, results of operations, financial condition, or stock price.We have experienced volatility in average selling prices for our semiconductor memory and storage products which may adversely affect our business.We have experienced significant volatility in our average selling prices, including dramatic declines, as noted in the table below and may continue toexperience such volatility in the future. In some prior periods, average selling prices for our products have been below our manufacturing costs and we mayexperience such circumstances in the future. Decreases in average selling prices for our products that decline faster than our costs could have a material adverseeffect on our business, results of operations, or financial condition. DRAM Trade NAND (percentage change in average selling prices)2017 from 2016 19 % (9)%2016 from 2015 (35)% (20)%2015 from 2014 (11)% (17)%2014 from 2013 6 % (23)%2013 from 2012 (11)% (18)%We may be unable to maintain or improve gross margins.Our gross margins are dependent upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturingprocesses and product designs, including, but not limited to, process line-width, additional 3D memory layers, additional bits per cell (i.e., cell levels), architecture,number of mask layers, number of fabrication steps, and yield. In future periods, we may be unable to reduce our per gigabit manufacturing costs at sufficientlevels to maintain or improve gross margins. Factors that may limit our ability to reduce costs include, but are not limited to, strategic product diversificationdecisions affecting product mix, the increasing complexity of manufacturing processes, difficulties in transitioning to smaller line-width process technologies, 3Dmemory layers, NAND cell levels, process complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changesin process technologies, and new products that may require relatively larger die sizes. Per gigabit manufacturing costs may also be affected by a broader productportfolio, which may have smaller production quantities and shorter product lifecycles. Our inability to maintain or improve gross margins could have a materialadverse effect on our business, results of operations, or financial condition.The semiconductor memory and storage markets are highly competitive.We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Samsung Electronics Co., Ltd.;SK Hynix Inc.; Toshiba Corporation; and Western Digital Corporation. Some of our competitors are large corporations or conglomerates that may have greaterresources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidationof industry competitors could put us at a competitive disadvantage. In addition, some governments, such as China, have provided, and may continue to provide,significant financial assistance to some of our competitors or to new entrants. Our competitors generally seek to increase silicon capacity, improve yields, andreduce die size in their product designs which may result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwidesupply of semiconductor memory and storage also result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, orreallocation of other semiconductor production to semiconductor memory and storage production. Our competitors may increase capital expenditures resulting infuture increases in worldwide supply. We and some of our competitors have plans to ramp, or are constructing or ramping, production at new fabrication facilities.Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, would lead to further declines inaverage selling prices for our products and would materially adversely affect our business, results of operations, or financial condition. If competitors are moresuccessful at developing or implementing new product or process technology their products could have11cost or performance advantages. The competitive nature of our industry could have a material adverse effect on our business, results of operations, or financialcondition.Debt obligations could adversely affect our financial condition.In recent periods, our debt levels have increased due to the capital intensive nature of our business, business acquisitions, and the restructuring of our capitalstructure. As of August 31, 2017 , we had debt with a carrying value of $11.13 billion . In addition, the conversion value in excess of principal of our convertiblenotes, as of August 31, 2017 was $1.91 billion , based on the trading price of our common stock of $31.97 as of August 31, 2017 . In 2017 , 2016 , and 2015 wepaid $ 1.63 billion , $94 million , and $1.43 billion, respectively, to repurchase and settle notes with principal amounts of $ 1.55 billion , $ 57 million , and $489million, respectively. As of August 31, 2017 , we had a revolving credit facility that provided for additional borrowings of up to $750 million based on eligiblereceivables. Events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize this revolving creditfacility. We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and restructuring of ourcapital structure.Our debt obligations could adversely impact us. For example, these obligations could:•require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fundworking capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;•require us to use cash and/or issue shares of our common stock to settle any conversion obligations of our convertible notes;•result in certain of our debt instruments being accelerated to be immediately due and payable or being deemed to be in default if certain terms of defaultare triggered, such as applicable cross payment default and/or cross-acceleration provisions;•result in all obligations owing under the 2021 MSTW Term Loan being accelerated to be immediately due and payable if MSTW fails to comply withcertain covenants, including financial covenants;•increase the interest rate under the 2021 MSTW Term Loan if we or MSTW fails to maintain certain financial covenants;•adversely impact our credit rating, which could increase future borrowing costs;•limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporaterequirements;•restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;•increase our vulnerability to adverse economic and semiconductor memory and storage industry conditions;•increase our exposure to interest rate risk from variable rate indebtedness;•continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; and•require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilutionof our earnings per share.Our ability to meet our payment obligations under our debt instruments depends on our ability to generate significant cash flows in the future. This, to someextent, is subject to market, economic, financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. There can beno assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in amounts sufficient to enable us to meetour debt payment obligations and to fund other liquidity needs. If we are unable to generate sufficient cash flows to service our debt payment obligations, we mayneed to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one ormore of these alternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results ofoperations, or financial condition.We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debtpayments, and make adequate capital investments.Our cash flows from operations depend primarily on the volume of semiconductor memory and storage products sold, average selling prices, andmanufacturing costs. To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we mustmake significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology. We estimate that netcash expenditures in 2018 for property, plant, and equipment will be approximately $7.5 billion plus or minus 5 percent, which reflects the offset of amounts weexpect to be funded by our partners. Investments in capital expenditures, offset by amounts funded by our partners, were $5.13 billion for 2017. As of August 31,2017 , we had cash and marketable investments of $6.05 billion . As of August 31,122017 , $1.29 billion of cash and marketable investments, including substantially all of the cash held by the MMJ Group, MSTW, and MTTW, was held by foreignsubsidiaries whose earnings were considered to be indefinitely reinvested and repatriation of these funds to the United States would subject these funds to U.S.federal income taxes. In addition, cash of $87 million held by IMFT was generally not available to finance our other operations.The 2021 MSTW Term Loan contains covenants that limit or restrict MSTW's ability to create liens in or dispose of collateral securing obligations under the2021 MSTW Term Loan, mergers involving MSTW and/or MTTW, loans or guarantees to third parties by MTTW and/or MSTW, and MSTW's and/or MTTW'sdistribution of cash dividends. As a result, the assets of MSTW and/or MTTW are not available for use by us in our other operations.As a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings are continuing, MMJ is prohibited frompaying dividends, including any cash dividends, to us and such proceedings require that excess earnings be used in MMJ's business or to fund the MMJ creditorpayments. In addition, pursuant to an order of the Japan Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to us without theconsent of the Japan Court and may, under certain circumstances, be subject to approval of the legal trustee. As a result, the assets of MMJ are not available for useby us in our other operations. Furthermore, certain uses of the assets of MMJ, including certain capital expenditures of MMJ and MMT or further investments inMMT, may require consent of MMJ's trustees and/or the Japan Court.In the past we have utilized external sources of financing when needed. As a result of our debt levels, expected debt amortization, and general economicconditions, it may be difficult for us to obtain financing on terms acceptable to us. There can be no assurance that we will be able to generate sufficient cash flows,use cash held by MMJ to fund its capital expenditures, access capital markets or find other sources of financing to fund our operations, make debt payments, andmake adequate capital investments to remain competitive in terms of technology development and cost efficiency. Our inability to do any of the foregoing couldhave a material adverse effect on our business, results of operations, or financial condition.Our future success depends on our ability to develop and produce competitive new memory and storage technologies.Our key semiconductor memory and storage products and technologies face technological barriers to continue to meet long-term customer needs. Thesebarriers include potential limitations on stacking additional 3D memory layers, additional bits per cell (i.e., cell levels), the ability to shrink products in order toreduce costs, meet higher density requirements, and improve power consumption and reliability. To meet these requirements, we expect that new memorytechnologies will be developed by the semiconductor memory and storage industry. Our competitors are working to develop new memory and storage technologiesthat may offer performance and cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future success may depend onour ability to develop and produce viable and competitive new memory and storage technologies. There can be no assurance of the following:•that we will be successful in developing competitive new semiconductor memory and storage technologies;•that we will be able to cost-effectively manufacture new products;•that we will be able to successfully market these technologies; and•that margins generated from sales of these products will allow us to recover costs of development efforts.We develop and produce 3D XPoint memory, which is a new class of non-volatile technology. There is no assurance that our efforts to develop and marketthis new product technology will be successful. Our unsuccessful efforts to develop new semiconductor memory and storage technologies could have a materialadverse effect on our business, results of operations, or financial condition.New product development may be unsuccessful.We are developing new products, including system-level memory and storage products and solutions, which complement our traditional products or leveragetheir underlying design or process technology. We have made significant investments in product and process technology and anticipate expending significantresources for new semiconductor product development over the next several years. The process to develop new products requires us to demonstrate advancedfunctionality and performance, often well in advance of a planned ramp of production, in order to secure design wins with our customers. There can be noassurance of the following:• that our product development efforts will be successful;• that we will be able to cost-effectively manufacture new products;• that we will be able to successfully market these products;13• that we will be able to qualify new products with our customers on a timely basis; or• that margins generated from sales of these products will allow us to recover costs of development efforts.Our unsuccessful efforts to develop new products and solutions could have a material adverse effect on our business, results of operations, or financialcondition.Our joint ventures and strategic relationships involve numerous risks.We have entered into strategic relationships, including our IMFT joint venture with Intel, to manufacture products and develop new manufacturing processtechnologies and products. These joint ventures and strategic relationships are subject to various risks that could adversely affect the value of our investments andour results of operations. These risks include the following:•our interests could diverge from our partners' interests or we may not be able to agree with our partners on ongoing manufacturing and operationalactivities, or on the amount, timing, or nature of further investments in our joint ventures;•our joint venture partners' products may compete with our products;•we may experience difficulties in transferring technology to joint ventures;•we may experience difficulties and delays in ramping production at joint ventures;•our control over the operations of our joint ventures is limited;•due to financial constraints, our joint venture partners may be unable to meet their commitments to us or our joint ventures and may pose credit risks forour transactions with them;•due to differing business models or long-term business goals, we and our partners may not participate to the same extent on funding capital investments inour joint ventures;•cash flows may be inadequate to fund increased capital requirements of our joint ventures;•we may experience difficulties or delays in collecting amounts due to us from our joint ventures and partners;•the terms of our partnering arrangements may turn out to be unfavorable; and•changes in tax, legal, or regulatory requirements may necessitate changes in the agreements with our partners.Our joint ventures and strategic relationships, if unsuccessful, could have a material adverse effect on our business, results of operations, or financialcondition.A significant concentration of our net sales are to a select number of customers.In each of the last three years, approximately one-half of our total net sales were to our top ten customers. A disruption in our relationship with any of thesecustomers could adversely affect our business. We could experience fluctuations in our customer base or the mix of revenue by customer as markets and strategiesevolve. In addition, any consolidation of our customers could reduce the number of customers to whom our products could be sold. Our inability to meet ourcustomers' requirements or to qualify our products with them could adversely impact our sales. The loss of one or more of our major customers or any significantreduction in orders from, or a shift in product mix by, these customers could have a material adverse effect on our business, results of operations, or financialcondition.Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop and qualify our system solutions.Our development of system-level memory and storage products is dependent, in part, upon successfully identifying and meeting our customers' specificationsof those products. Developing and manufacturing system-level products with specifications unique to a customer increases our reliance upon that customer forpurchasing our products in sufficient volume, quantity, and in a timely manner. If we fail to identify or develop products on a timely basis, or at all, that complywith our customers' specifications or achieve design wins with our customers, we may experience a significant adverse impact on our sales and margins. Even ifour products meet customer specifications, our sales of system-level solutions are dependent upon our customers choosing our products over those of ourcompetitors and purchasing our products at sufficient volumes and prices. Our competitors' products may be less costly, provide better performance, or includeadditional features when compared to our products. Our long-term ability to sell system-level memory and storage products is reliant upon our customer's ability tocreate, market, and sell their products containing our system-level solutions at sufficient volumes and prices in a timely manner. If we fail to successfully developand market system-level products, our business, results of operations, or financial condition may be materially adversely affected.14Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable to generate sufficient profit if our per-unitmanufacturing costs exceed our per-unit selling prices. Manufacturing system-level solutions to customer specifications requires a longer development cycle, ascompared to discreet products, to design, test, and qualify, which may increase our costs. Additionally, some of our system solutions are increasingly dependent onsophisticated firmware that may require significant customization to meet customer specifications, which increases our costs and time to market. Additionally, wemay update our firmware or develop new firmware as a result of new product introductions or changes in customer specifications and/or industry standards, whichincreases our costs. System complexities and extended warranties for system-level products could also increase our warranty costs. Our failure to cost-effectivelymanufacture system-level solutions and/or firmware in a timely manner, may result in reduced demand for our system-level products, and could have a materialadverse effect on our business, results of operations, or financial condition.Products that fail to meet specifications, are defective, or that are otherwise incompatible with end uses could impose significant costs on us.Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects or that are otherwise incompatible with end usescould impose significant costs on us or otherwise materially adversely affect our business, results of operations, or financial condition. From time to time, weexperience problems with nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further diversifiedand expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particularapplication. As a result, we could be adversely affected in several ways, including the following:•we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replaceproducts;•we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and•we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our relationships with existing or potential customers.Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition.We may be unable to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property.We maintain a system of controls over our intellectual property, including U.S. and foreign patents, trademarks, copyrights, trade secret laws, licensingarrangements, confidentiality procedures, non-disclosure agreements with employees, consultants, and vendors, and a general system of internal controls. Despiteour system of controls over our intellectual property, it may be possible for our current or future competitors to obtain, copy, use, or disclose, illegally or otherwise,our product and process technology. The laws of some foreign countries may not protect our intellectual property to the same degree as do U.S. laws and ourconfidentiality, non-disclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce.Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop, and retain highly skilled employees.Global competition for such skilled employees in our industry is intense. Due to the volatile nature of our industry and our operating results, a decline in ouroperating results and/or stock price may adversely affect our ability to retain key employees whose compensation is dependent, in part, upon the market price ofour common stock, achieving certain performance metrics, levels of company profitability, or other financial or company-wide performance. If our competitors orfuture entrants into our industry are successful in hiring our employees, they may directly benefit from the knowledge these employees gained while they wereunder our employment.Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property could have a materialadverse effect on our business, results of operations, or financial condition.A determination that our products or manufacturing processes infringe the intellectual property rights of others, or entering into a license agreementcovering such intellectual property, could materially adversely affect our business, results of operations, or financial condition.As is typical in the semiconductor and other high technology industries, from time to time others have asserted, and may in the future assert, that our productsor manufacturing processes infringe upon their intellectual property rights. We are unable to predict the outcome of assertions of infringement made against us. Adetermination that our products or manufacturing15processes infringe upon the intellectual property rights of others, or entering a license agreement covering such intellectual property, could result in significantliability and/or require us to make material changes to our products and/or manufacturing processes. (See "Part II Item 8. Financial Statements and SupplementaryData – Notes to Consolidated Financial Statements – Contingencies.")We have a number of intellectual property license agreements. Some of these license agreements require us to make one-time or periodic payments. We mayneed to obtain additional licenses or renew existing license agreements in the future. We are unable to predict whether these license agreements can be obtained orrenewed on terms acceptable to us. Any of the foregoing results could have a material adverse effect on our business, results of operations, or financial condition.If our manufacturing process is disrupted, our business, results of operations, or financial condition could be materially adversely affected.We manufacture products using highly complex processes that require technologically advanced equipment and continuous modification to improve yieldsand performance. Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may increase ourper gigabit manufacturing costs. We maintain operations and continuously implement new product and process technology at our manufacturing operations, whichare widely dispersed in multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China. Additionally, ourcontrol over operations at IMFT is limited by our agreements with Intel. From time to time, we have experienced disruptions in our manufacturing process as aresult of power outages, improperly functioning equipment, equipment failures, earthquakes, or other environmental events. If production at a fabrication facility isdisrupted for any reason, manufacturing yields may be adversely affected or we may be unable to meet our customers' requirements and they may purchaseproducts from other suppliers. This could result in a significant increase in manufacturing costs, loss of revenues, or damage to customer relationships, any ofwhich could have a material adverse effect on our business, results of operations, or financial condition.The acquisition of our ownership interest in Inotera from Qimonda has been challenged by the administrator of the insolvency proceedings for Qimonda.On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron and Micron Semiconductor B.V., ourNetherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The complaint seeks to void, under Section 133 of the GermanInsolvency Act, a share purchase agreement between Micron B.V. and Qimonda signed in fall 2008, pursuant to which Micron B.V. purchased substantially all ofQimonda's shares of Inotera (the "Inotera Shares"), representing approximately 18% of Inotera's outstanding shares, and seeks an order requiring us to re-transferthose shares to the Qimonda estate. The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship withInotera 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 timeas 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 MicronB.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 itfrom ownership of the Inotera Shares, including in particular, any profits distributed on the Inotera Shares and all other benefits; (4) denying Qimonda’s claimsagainst 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 Qimondaestate 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 thirdparties; 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 theInotera Shares. The interlocutory judgments have no immediate, enforceable effect on us, and, accordingly, we expect to be able to continue to operate with fullcontrol 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 appealscourt.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 inthe 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 operations, or financial condition.16We may incur additional restructuring charges in future periods.In separate transactions in 2017, we sold our assembly and test facility located in Akita, Japan and our 40% ownership interest in Tera Probe; assets associatedwith our 200mm fabrication facility in Singapore; and assets related to our Lexar brand. In 2016, we initiated a restructure plan in response to business conditionsand the need to accelerate focus on our key priorities. The plan included the elimination of certain projects and programs, the permanent closure of a number ofopen headcount requisitions, workforce reductions in certain areas of our business, and other non-headcount related spending reductions. As a result of these andother actions, we incurred charges of $18 million , $67 million , and $3 million in 2017 , 2016 , and 2015 , respectively.We may not realize expected savings or other benefits from our restructure activities and may incur additional restructure charges or other losses in futureperiods associated with other initiatives. In connection with any restructure initiatives, we could incur restructure charges, loss of production output, loss of keypersonnel, disruptions in our operations, and difficulties in the timely delivery of products, which could have a material adverse effect on our business, results ofoperations, or financial condition.Breaches of our security systems could expose us to losses.We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and sensitive orconfidential data relating to our operations. In addition, we process, store, and transmit large amounts of data relating to our customers and employees, includingsensitive personal information. Unauthorized persons or employees may gain access to our facilities or network systems to steal trade secrets or other proprietaryinformation, compromise confidential information, create system disruptions, or cause shutdowns. These parties may also be able to develop and deploy viruses,worms, and other malicious software programs that disrupt our operations and create security vulnerabilities. Breaches of our physical security and attacks on ournetwork systems could result in significant losses and damage our reputation with customers and suppliers and may expose us to litigation if the confidentialinformation of our customers, suppliers, or employees is compromised, which could have a material adverse effect on our business, results of operations, orfinancial condition.Changes in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial condition.Across our global operations, significant transactions and balances are denominated in currencies other than the U.S. dollar (our reporting currency), primarilythe euro, Singapore dollar, New Taiwan dollar, and yen. We recorded net losses from changes in currency exchange rates of $74 million for 2017, $24 million for2016, and $27 million for 2015. Based on our foreign currency balances of monetary assets and liabilities, as of August 31, 2017 , we estimate that a 10% adversechange in exchange rates versus the U.S. dollar would result in losses of approximately $391 million . Although we hedge our primary exposures to changes incurrency exchange rates from our monetary assets and liabilities, the effectiveness of these hedges is dependent upon our ability to accurately forecast ourmonetary assets and liabilities. In addition, a significant portion of our manufacturing costs are denominated in foreign currencies. Exchange rates for some ofthese currencies against the U.S. dollar, particularly the yen, have been volatile in recent periods. If these currencies strengthen against the U.S. dollar, ourmanufacturing costs could significantly increase. Exchange rates for the U.S. dollar that adversely change against our foreign currency exposures could have amaterial adverse effect on our business, results of operations, or financial condition.We may make future acquisitions and/or alliances, which involve numerous risks.Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements, involve numerous risks, including thefollowing:•integrating the operations, technologies, and products of acquired or newly formed entities into our operations;•increasing capital expenditures to upgrade and maintain facilities;•increased debt levels;•the assumption of unknown or underestimated liabilities;•the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D expenditures, andother business activities;•diverting management's attention from daily operations;•managing larger or more complex operations and facilities and employees in separate and diverse geographic areas;•hiring and retaining key employees;17•requirements imposed by governmental authorities in connection with the regulatory review of a transaction, which may include, among other things,divestitures or restrictions on the conduct of our business or the acquired business;•inability to realize synergies or other expected benefits;•failure to maintain customer, vendor, and other relationships;•inadequacy or ineffectiveness of an acquired company's internal financial controls, disclosure controls and procedures, and/or environmental, health andsafety, anti-corruption, human resource, or other policies or practices; and•impairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions, technological advancements, or worse-than-expected performance of the acquired business.In previous years, supply of memory and storage products has significantly exceeded customer demand resulting in significant declines in average sellingprices for DRAM and NAND. The global memory and storage industry has experienced consolidation and may continue to consolidate. We engage, from time totime, in discussions regarding potential acquisitions and similar opportunities. To the extent we are successful in completing any such transactions, we could besubject to some or all of the risks described above, including the risks pertaining to funding, assumption of liabilities, integration challenges, and increases in debtthat may accompany such transactions. Acquisitions of, or alliances with, technology companies are inherently risky and may not be successful and could have amaterial adverse effect on our business, results of operations, or financial condition.The limited availability of raw materials, supplies, or capital equipment could materially adversely affect our business, results of operations, or financialcondition.Our operations require raw materials, and in certain cases, third party services, that meet exacting standards. We generally have multiple sources of supply forour raw materials and services. However, only a limited number of suppliers are capable of delivering certain raw materials and services that meet our standards. Insome cases, materials, components, or services are provided by a single supplier. Various factors could reduce the availability of raw materials or components suchas chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks. Shortages may occur,from time to time, in the future. We and/or our suppliers could be affected by laws and regulations enacted in response to concerns regarding climate change,which could increase the cost and limit the supply of our raw materials. In addition, disruptions in transportation lines could delay our receipt of raw materials.Lead times for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials or services or the extension of our leadtimes could have a material adverse effect on our business, results of operations, or financial condition.Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables the transition to lower costmanufacturing processes. For certain key types of equipment, including photolithography tools, we are sometimes dependent on a single supplier. From time totime, we have experienced difficulties in obtaining some equipment on a timely basis due to suppliers' limited capacity. Our inability to obtain equipment on atimely basis could adversely affect our ability to transition to next generation manufacturing processes and reduce our costs. Delays in obtaining equipment couldalso impede our ability to ramp production at new facilities and could increase our overall costs of a ramp. Our inability to obtain advanced semiconductormanufacturing equipment in a timely manner could have a material adverse effect on our business, results of operations, or financial condition.A downturn in the worldwide economy may harm our business.Downturns in the worldwide economy have harmed our business in the past and future downturns could also adversely affect our business. Adverse economicconditions affect demand for devices that incorporate our products, such as personal computers, mobile devices, SSDs, and servers. Reduced demand for theseproducts could result in significant decreases in our average selling prices and product sales. A deterioration of current conditions in worldwide credit marketscould limit our ability to obtain external financing to fund our operations and capital expenditures. In addition, we may experience losses on our holdings of cashand investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accountsreceivables due to credit defaults. As a result, a downturn in the worldwide economy could have a material adverse effect on our business, results of operations, orfinancial condition.Our results of operations could be affected by natural disasters and other events in the locations in which we or our customers or suppliers operate.We have manufacturing and other operations in locations subject to natural occurrences such as severe weather and geological events, such as earthquakes ortsunamis, that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. A natural disaster, fire, explosion, or otherevent that results in a prolonged disruption to our18operations, or the operations of our customers or suppliers, could have a material adverse effect on our business, results of operations, or financial condition.The operations of MMJ are subject to continued oversight by the Japan Court during the pendency of the corporate reorganization proceedings.Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of our acquisition of MMJ, the reorganizationproceedings in Japan (the "Japan Proceedings") are continuing and MMJ remains subject to the oversight of the Japan Court and of the trustees (including a trusteedesignated by us, who we refer to as the business trustee, and a trustee designated by the Japan Court, who we refer to as the legal trustee), pending completion ofthe reorganization proceedings. The business trustee is responsible for overseeing the operation of the business of MMJ, other than oversight in relation to acts thatneed to be carried out in connection with the Japan Proceedings, which are the responsibility of the legal trustee. MMJ's reorganization proceedings in Japan, andoversight of the Japan Court, will continue until the final creditor payment is made under MMJ's plan of reorganization, which is scheduled to occur in December2019, but may occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ may petition theJapan Court for an early termination of the reorganization proceedings once two-thirds of all payments under the plan of reorganization are made. Although suchearly terminations are customarily granted, there can be no assurance that the Japan Court will grant any such petition in this particular case.During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to the Japan Court and may berequired to obtain the consent of the Japan Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, oracquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. Theconsent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of materialassets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization.Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to operate MMJ as part of our global business or to cause MMJ to takecertain actions that we deem advisable for its business could be adversely affected if the Japan Court or the legal trustee is unwilling to consent to various actionsthat we may wish to take with respect to MMJ.The operations of MMJ being subject to the continued oversight by the Japan Court during the pendency of the corporate reorganization proceedings couldhave a material adverse effect on our business, results of operations, or financial condition.We may incur additional tax expense or become subject to additional tax exposure.We operate in a number of locations outside the United States, including Singapore, where we have tax incentive arrangements that are conditional, in part,upon meeting certain business operations and employment thresholds. Our domestic and international taxes are dependent upon the geographic mix of our earningsamong these jurisdictions. Our provision for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, includingchallenges by tax authorities to our tax positions and intercompany transfer pricing agreements, income before taxes being lower than anticipated in countries withlower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities,failure to meet performance obligations with respect to tax incentive agreements, and changes in tax laws and regulations. We file income tax returns with the U.S.federal government, various U.S. states, and various other jurisdictions throughout the world. Our U.S. federal and state tax returns remain open to examination for2013 through 2017. In addition, tax returns that remain open to examination in Japan range from the years 2011 to 2017 and in Singapore and Taiwan from 2012 to2017. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on ourprovision for income taxes and cash tax liability. The foregoing items could have a material adverse effect on our business, results of operations, or financialcondition.We may not utilize all of our net deferred tax assets.We have substantial deferred tax assets, which include, among others, net operating loss and credit carryforwards. As of August 31, 2017 , our U.S. federaland state net operating loss carryforwards, including uncertain tax benefits, were $3.88 billion and $1.95 billion , respectively, which, if not utilized, will expire atvarious dates from 2028 through 2037 and 2018 through 2037, respectively. As of August 31, 2017 , our foreign net operating loss carryforwards were $6.30billion , which will, if not utilized, substantially all expire at various dates from 2019 through 2026. As of August 31, 2017 , we had gross deferred tax assets of$3.78 billion and valuation allowances of $2.32 billion against our deferred tax assets. If we repatriate earnings from our subsidiaries whose earnings are deemed tobe indefinitely reinvested, a portion of our net operating losses would be utilized. Utilization of all of our net operating loss and credit carryforwards wouldincrease the amount of our annual cash taxes19reducing the overall amount of cash available to be used in other areas of the business and could have a material adverse effect on our business, results ofoperations, or financial condition.A change in ownership may limit our ability to utilize our net operating loss carryforwards.On January 18, 2017, our shareholders approved a Section 382 Rights Agreement (the "Rights Agreement"), under which our shareholders of record as of theclose of business on August 1, 2016 received one right for each share of common stock outstanding, which entitles certain shareholders to purchase additionalshares of our common stock at a significant discount in the event of certain transactions that may result in an ownership change, as defined by Section 382 of theInternal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur when the percentage of our ownership by one or more 5%shareholders has increased by more than 50% at any time during the prior three years. Rights will attach to all shares of the Company’s common stock issued priorto the earlier of the rights' distribution date or expiration date as set forth in the Rights Agreement. Pursuant to the Rights Agreement, if a shareholder (or group)acquires beneficial ownership of 4.99% or more of the outstanding shares of our common stock without prior approval of our Board or without meeting certaincustomary exceptions, the rights (other than rights held by the acquiring shareholder (or group) and certain related persons) would become exercisable. The RightsAgreement is intended to avoid an adverse ownership change, thereby preserving our current ability to utilize certain net operating loss and credit carryforwards;however, there is no assurance that the Rights Agreement will prevent all transfers that could result in such an ownership change.If we experience a 50% or greater change in ownership involving shareholders owning 5% or more of our common stock, it could adversely impact our abilityto utilize our existing net operating loss and credit carryforwards. The inability to utilize existing net operating loss and credit carryforwards would significantlyincrease the amount of our annual cash taxes and reduce the overall amount of cash available to be used in other areas of the business which could have a materialadverse effect on our business, results of operations, or financial condition.Compliance with regulations regarding the use of conflict minerals could limit the supply and increase the cost of certain metals used in manufacturingour products.Increased focus on environmental protection and social responsibility initiatives led to the passage of Section 1502 of the Dodd-Frank Wall Street Reform andConsumer Protection Act of 2010 (the "Dodd-Frank Act") and its implementing SEC regulations. The Dodd-Frank Act imposes supply chain diligence anddisclosure requirements for certain manufacturers of products containing specific minerals that may originate in or near the Democratic Republic of the Congo (the"DRC") and finance or benefit local armed groups. These "conflict minerals" are commonly found in materials used in the manufacture of semiconductors. Theimplementation of these new regulations may limit the sourcing and availability of some of these materials. This in turn may affect our ability to obtain materialsnecessary for the manufacture of our products in sufficient quantities and may affect related material pricing. Some of our customers may elect to disqualify us as asupplier or reduce purchases from us if we are unable to verify that our products are DRC conflict free. Our inability to comply with the regulations regarding theuse of conflict minerals could have a material adverse effect on our business, results of operations, or financial condition.We are subject to a variety of laws and regulations that may result in additional costs and liabilities.The manufacturing of our products requires the use of facilities, equipment, and materials that are subject to a broad array of laws and regulations in numerousjurisdictions in which we operate. Additionally, we are subject to a variety of other laws and regulations relative to the construction, maintenance, and operationsof our facilities. Any of these laws or regulations could cause us to incur additional direct costs, as well as increased indirect costs related to our relationships withour customers and suppliers, and otherwise harm our operations and financial condition. Any failure to comply with these laws or regulations could adverselyimpact our reputation and our financial results. Additionally, we partner with other companies in our joint ventures, which are also subject to a broad array of lawsand regulations. Our ownership in these joint ventures may also expose us to risks associated with their respective compliance with these laws and regulations. Asa result of these items, we could experience the following:•suspension of production;•remediation costs;•alteration of our manufacturing processes;•regulatory penalties, fines, and legal liabilities; and•reputational challenges.20Our failure, or the failure of our joint ventures, to comply with these laws and regulations could have a material adverse effect on our business, results ofoperations, or financial condition.We face risks associated with our international sales and operations that could materially adversely affect our business, results of operations, or financialcondition.Sales to customers outside the United States approximated 86% of our consolidated net sales for 2017. In addition, a substantial portion of our manufacturingoperations are located outside the United States. In particular, a significant portion of our manufacturing operations are concentrated in Singapore, Taiwan, andJapan. Our international sales and operations are subject to a variety of risks, including:•export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds;•compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, exportand import laws, and similar rules and regulations;•theft of intellectual property;•political and economic instability;•problems with the transportation or delivery of our products;•issues arising from cultural or language differences and labor unrest;•longer payment cycles and greater difficulty in collecting accounts receivable;•compliance with trade, technical standards, and other laws in a variety of jurisdictions;•contractual and regulatory limitations on our ability to maintain flexibility with our staffing levels;•disruptions to our manufacturing operations as a result of actions imposed by foreign governments;•changes in economic policies of foreign governments; and•difficulties in staffing and managing international operations.These factors could have a material adverse effect on our business, results of operations, or financial condition.We are subject to counterparty default risks.We have numerous arrangements with financial institutions that subject us to counterparty default risks, including cash deposits, investments, capped callcontracts on our common stock, and derivative instruments. As a result, we are subject to the risk that the counterparty to one or more of these arrangements willdefault on its performance obligations. A counterparty may not comply with their contractual commitments which could then lead to their defaulting on theirobligations with little or no notice to us, which could limit our ability to take action to mitigate our exposure. Additionally, our ability to mitigate our exposuresmay be constrained by the terms of our contractual arrangements or because market conditions prevent us from taking effective action. If one of our counterpartiesbecomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of that counterparty's default may be limited by the liquidity of thecounterparty or the applicable laws governing the bankruptcy proceedings. In the event of such default, we could incur significant losses, which could have amaterial adverse effect on our business, results of operations, or financial condition.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.21ITEM 2. PROPERTIESOur corporate headquarters are located in Boise, Idaho. The following is a summary of our principal facilities as of August 31, 2017 :Location Principal OperationsUnited States R&D, wafer fabrication facilities, reticle manufacturing, assembly, and testSingapore Wafer fabrication, assembly, test, and module assemblyChina Assembly, test, and module assemblyMalaysia Assembly and testTaiwan Wafer fabricationJapan Wafer fabrication and R&DCertain of our properties are collateral to secured borrowing arrangements. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes toConsolidated Financial Statements – Debt.") We also own or lease a number of other facilities in locations throughout the world that are used for design, R&D, andsales and marketing activities. Substantially all of the capacity of the facilities listed above is fully utilized.Our facility in Lehi, Utah is owned and operated by our IMFT joint venture with Intel. (See "Part II – Item 8. Financial Statements and Supplementary Data –Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – IMFT.")We believe that our existing facilities are suitable and adequate for our present purposes. We do not identify or allocate assets by operating segment, other thangoodwill. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information.")ITEM 3. LEGAL PROCEEDINGSSee "Part II Financial Information – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies" and"Item 1A. Risk Factors." for a discussion of other legal proceedings.Reorganization Proceedings of the MMJ CompaniesIn 2013, we completed the acquisition of Elpida, now known as MMJ, a Japanese corporation, pursuant to the terms and conditions of an Agreement onSupport for Reorganization Companies (as amended, the "Sponsor Agreement") that we entered into in 2012 with the trustees of the MMJ Companies' pendingcorporate reorganization proceedings under the Corporate Reorganization Act of Japan. Under the Sponsor Agreement, we agreed to provide certain support for thereorganization of the MMJ Companies and the trustees agreed to prepare and seek approval from the Japan Court and the MMJ Companies' creditors of plan ofreorganization consistent with such support.The plan of reorganization provides for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen,less certain expenses of the reorganization proceedings and certain other items. The plan of reorganization also provided for the investment by us pursuant to theSponsor Agreement of 60 billion yen paid at closing in cash into MMJ in exchange for 100% ownership of MMJ's equity and the use of such investment to fundthe initial installment payment by the MMJ Companies to their creditors of 60 billion yen, subject to reduction for certain items specified in the SponsorAgreement and plan of reorganization.Under MMJ's plan of reorganization, secured creditors will recover 100% of the amount of their fixed claims and unsecured creditors will recover at least17.4% of the amount of their fixed claims. The actual recovery of unsecured creditors will be higher, however, based, in part, on events and circumstancesoccurring following the plan approval. The remaining portion of the unsecured claims will be discharged, without payment, over the period that payments are madepursuant to the plan of reorganization. The secured creditors will be paid in full on or before the sixth installment payment date, while the unsecured creditors willbe paid in seven installments. The unsecured creditors of MAI were scheduled to be paid in seven installments; however, in connection with our sale of MAI in2017, the remaining MAI creditor obligation was paid in full and MAI's reorganization proceedings were closed.22Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of the MMJ acquisition, the reorganizationproceedings in Japan are continuing and MMJ remains subject to the oversight of the Japan Court and of the trustees (including a trustee designated by us, who werefer to as the business trustee, and a trustee designated by the Japan Court, who we refer to as the legal trustee), pending completion of the reorganizationproceedings. The business trustee is responsible for overseeing the operation of the businesses of the MMJ Companies, other than oversight in relation to acts thatneed to be carried out in connection with the Japan Proceedings, which are the responsibility of the legal trustee. MMJ's reorganization proceedings in Japan, andoversight of the Japan Court, will continue until the final creditor payment is made under MMJ's plan of reorganization, which is scheduled to occur in December2019, but may occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ may petition theJapan Court for an early termination of the reorganization proceedings once two-thirds of all payments under the plan of reorganization are made. Although suchearly terminations are customarily granted, there can be no assurance that the Japan Court will grant any such petition in this particular case.During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to the Japan Court and may berequired to obtain the consent of the Japan Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, oracquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. Theconsent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of materialassets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization.Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to effectively integrate MMJ as part of our global operations or to causeMMJ to take certain actions that we deem advisable for its businesses could be adversely affected if the Japan Court or the legal trustee is unwilling to consent tovarious actions that we may wish to take with respect to MMJ.ITEM 4. MINE SAFETY DISCLOSURESNot Applicable.23PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIESMarket for Common StockOur common stock is listed on the NASDAQ Global Select Market and trades under the symbol "MU." The following table represents the high and lowclosing prices for our common stock as reported by NASDAQ for each quarter of 2017 and 2016: Fourth Quarter Third Quarter Second Quarter First Quarter2017 High $32.50 $30.77 $24.79 $20.13Low 27.49 25.15 18.61 16.62 2016 High $16.91 $13.11 $15.50 $19.16Low 11.73 9.56 9.69 14.06Holders of RecordAs of October 20, 2017, there were 2,170 shareholders of record of our common stock.DividendsWe have not declared or paid cash dividends since 1996 and do not intend to pay cash dividends for the foreseeable future. As a result of the Japan Proceedings, for so long as such proceedings continue, MMJ is subject to certain restrictions on dividends, loans, and advances. Inaddition, the 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and/or MTTW to distribute cash dividends. Our ability toaccess IMFT's cash and other assets through dividends, loans, or advances, including to finance our other operations, is subject to agreement by Intel.Equity Compensation Plan InformationThe information required by this item is incorporated by reference from the information to be included in our 2017 Proxy Statement under the section entitled"Equity Compensation Plan Information," which will be filed with the Securities and Exchange Commission within 120 days after August 31, 2017 .Issuer Purchases of Equity SecuritiesOur Board has authorized the discretionary repurchase of up to $1.25 billion of our outstanding common stock in open-market purchases, block trades,privately-negotiated transactions, or derivative transactions. Through 2017, we had repurchased a total of 49 million shares for $956 million through open-markettransactions pursuant to such authorization. Repurchases are subject to market conditions and our ongoing determination of the best use of available cash. In thefourth quarter of 2017 , we did not repurchase any shares and, as of August 31, 2017 , the maximum dollar value of shares that we may repurchase under theauthorization of the Board was $294 million.Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are alsotreated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stockrepurchase plan.24Performance GraphThe following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the PhiladelphiaSemiconductor Index (SOX) from August 31, 2012, through August 31, 2017. We operate on a 52 or 53 week fiscal year which ends on the Thursday closest toAugust 31. Accordingly, the last day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein, we have calculatedour stock performance graph assuming an August 31 year end.Note: Management cautions that the stock price performance information shown in the graph above may not be indicative of current stock price levels or futurestock price performance.The performance graph above assumes $100 was invested on August 31, 2012 in common stock of Micron Technology, Inc., the S&P 500 Composite Index,and the Philadelphia Semiconductor Index (SOX). Any dividends paid during the period presented were assumed to be reinvested. The performance was plottedusing the following data: 2012 2013 2014 2015 2016 2017Micron Technology, Inc. $100 $219 $525 $264 $266 $515S&P 500 Composite Index 100 119 149 149 168 195Philadelphia Semiconductor Index (SOX) 100 118 169 164 219 30925ITEM 6. SELECTED FINANCIAL DATA 2017 2016 2015 2014 2013 (in millions except per share amounts)Net sales $20,322 $12,399 $16,192 $16,358 $9,073Gross margin 8,436 2,505 5,215 5,437 1,847Operating income 5,868 168 2,998 3,087 236Net income (loss) 5,090 (275) 2,899 3,079 1,194Net income (loss) attributable to Micron 5,089 (276) 2,899 3,045 1,190Diluted earnings (loss) per share 4.41 (0.27) 2.47 2.54 1.13 Cash and short-term investments 5,428 4,398 3,521 4,534 3,101Total current assets 12,457 9,495 8,596 10,245 8,911Property, plant, and equipment, net 19,431 14,686 10,554 8,682 7,626Total assets 35,336 27,540 24,143 22,416 19,068Total current liabilities 5,334 4,835 3,905 4,791 4,122Long-term debt 9,872 9,154 6,252 4,893 4,406Redeemable convertible notes 21 — 49 68 —Total Micron shareholders’ equity 18,621 12,080 12,302 10,760 9,142Noncontrolling interests in subsidiaries 849 848 937 802 864Total equity 19,470 12,92813,23911,56210,006Through December 6, 2016, we held a 33% ownership interest in Inotera (now known as MTTW), Nanya and certain of its affiliates held a 32% ownershipinterest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the 67% remaining interest in Inotera and began consolidatingInotera's operating results. Inotera manufactures DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold suchproducts exclusively to us through supply agreements. The cash paid for the Inotera Acquisition was funded, in part, with a term loan of 80 billion New Taiwandollars and $986 million from the sale of 58 million shares of our common stock.On July 31, 2013, we completed the MMJ acquisition, in which we acquired Elpida, now known as MMJ, and a controlling interest in Rexchip ElectronicsCorporation, now known as MMT. The MMJ Group's products include mobile DRAM targeted to mobile phones and tablets and computing DRAM targeted todesktop PCs, servers, notebooks, and workstations. The MMJ acquisition included a 300mm DRAM wafer fabrication facility located in Hiroshima, Japan, a300mm DRAM wafer fabrication facility in Taichung City, Taiwan, and an assembly and test facility located in Akita, Japan. We recorded a gain on thetransaction of $1.48 billion in 2013.ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSThe following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-lookingstatements include, but are not limited to, statements such as those made regarding future restructure charges; our expectation, from time to time, to engage inadditional financing transactions; the sufficiency of our cash and investments, cash flows from operations, and available financing to meet our requirements for atleast the next 12 months; capital spending in 2018; and the timing of payments for certain contractual obligations. We are under no obligation to update theseforward-looking statements. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factorsthat could cause actual results to differ materially include, but are not limited to, those identified in "Part I, Item 1A. Risk Factors." This discussion should be readin conjunction with the consolidated financial statements and accompanying notes for the year ended August 31, 2017. All period references are to our fiscalperiods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Our fiscal 2017 and 2016 eachcontain 52 weeks and fiscal 2015 contained 53 weeks. All production data includes the production of IMFT and Inotera. All tabular dollar amounts are in millions,except per share amounts.26Our Management's Discussion and Analysis is provided in addition to the accompanying consolidated financial statements and notes to assist readers inunderstanding our results of operations, financial condition, and cash flows. This discussion is organized as follows:•Results of Operations : An analysis of our financial results consisting of the following:◦Consolidated results;◦Operating results by business segment;◦Operating results by product; and◦Operating expenses and other.•Liquidity and Capital Resources : An analysis of changes in our balance sheet and cash flows and discussion of our financial condition and liquidity.•Off-Balance Sheet Arrangements : Description of off-balance sheet arrangements.•Critical Accounting Estimates : Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporatedin our reported financial results and forecasts.•Recently Adopted and Issued Accounting StandardsFor an overview of our business, see "Part I – Item 1. – Business – Overview."Results of OperationsConsolidated ResultsFor the year ended 2017 2016 2015Net sales $20,322 100 % $12,399 100 % $16,192 100 %Cost of goods sold 11,886 58 % 9,894 80 % 10,977 68 %Gross margin 8,436 42 % 2,505 20 % 5,215 32 % Selling, general, and administrative 743 4 % 659 5 % 719 4 %Research and development 1,824 9 % 1,617 13 % 1,540 10 %Restructure and asset impairments 18 — % 67 1 % 3 — %Other operating (income) expense, net (17) — % (6) — % (45) — %Operating income 5,868 29 % 168 1 % 2,998 19 % Interest income (expense), net (560) (3)% (395) (3)% (336) (2)%Other non-operating income (expense), net (112) (1)% (54) — % (53) — %Income tax (provision) benefit (114) (1)% (19) — % (157) (1)%Equity in net income (loss) of equity method investees 8 — % 25 — % 447 3 %Net income attributable to noncontrolling interests (1) — % (1) — % — — %Net income (loss) attributable to Micron $5,089 25 % $(276) (2)% $2,899 18 %Net SalesFor the year ended 2017 2016 2015CNBU $8,624 42% $4,529 37% $6,725 42%SBU 4,514 22% 3,262 26% 3,687 23%MBU 4,424 22% 2,569 21% 3,692 23%EBU 2,695 13% 1,939 16% 1,999 12%All Other 65 —% 100 1% 89 1% $20,322 $12,399 $16,192 Percentages of total net sales reflect rounding and may not total 100%.Total net sales for 2017 increased 64% as compared to 2016 due to strong conditions across our primary markets, particularly for enterprise, mobile, client,and SSD storage. The strong market conditions drove higher sales in 2017 for all27operating segments and significant increases in sales volumes for both DRAM and Trade NAND products as well as increases in average selling prices for DRAMproducts. Increases in sales volumes for 2017 as compared 2016 were enabled by higher manufacturing output due to improvements in product and processtechnology and solid execution.Total net sales for 2016 decreased 23% as compared to 2015 primarily due to lower CNBU, MBU, and SBU sales as declines in average selling pricesoutpaced increases in sales volumes. The increases in sales volumes for 2016 were primarily attributable to higher manufacturing output due to improvements inproduct and process technology partially offset by reductions resulting from technology node transitions.Gross MarginOur overall gross margin percentage increased to 42% for 2017 from 20% for 2016 reflecting increases in the gross margin percentages for all operatingsegments, primarily due to strong markets that drove favorable pricing conditions and to manufacturing cost reductions from improvements in product and processtechnology and solid execution.Our overall gross margin percentage declined to 20% for 2016 from 32% for 2015 primarily due to declines in the gross margin percentages for CNBU, MBU,and SBU, as decreases in average selling prices outpaced manufacturing cost reductions. EBU's gross margin percentage for 2016 was relatively unchanged from2015 as manufacturing cost reductions offset declines in average selling prices.We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, we identified factors such as thelengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, and industry trends. As a result, we revisedthe estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revisionwas not material for 2016 and reduced depreciation costs by approximately $100 million per quarter in 2017.From January 2013 through December 2015, we purchased all of Inotera's DRAM output under supply agreements at prices reflecting discounts from marketprices for our comparable components. After December 2015 through December 6, 2016, the date we acquired the remaining interest in Inotera, the price forDRAM products purchased by us from Inotera was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased$504 million , $1.43 billion , and $2.37 billion of DRAM products from Inotera in 2017 , 2016 , and 2015 , respectively, which represented 9% of our aggregateDRAM gigabit production for 2017, 30% for 2016, and 35% for 2015. In accounting for the Inotera Acquisition, Inotera's work in process inventories wererecorded at fair value, based on their estimated future selling prices, estimated costs to complete, and other factors, and was approximately $107 million higherthan the cost of work in process inventory recorded by Inotera prior to the acquisition. The acquired inventory was sold in 2017.Operating Results by Business SegmentsCNBUFor the year ended 2017 2016 2015Net sales $8,624 $4,529 $6,725Operating income (loss) 3,755 (25) 1,549CNBU sales for 2017 increased 90% as compared to 2016 due to increases in average selling prices for our products sold in the client market, growth in thecloud market driven by significant increases in DRAM content per server, and increases in sales of our GDDR5 and GDDR5X products into the graphics marketdriven by strong demand from the gaming industry. Growth in CNBU markets drove increases for 2017 in average selling prices and sales volumes as compared to2016. CNBU operating margin for 2017 improved from 2016 primarily due to improved pricing from strong market conditions, manufacturing cost reductions, andproduct mix. See "Operating Results by Product – DRAM" for further detail.CNBU sales for 2016 decreased 33% as compared to 2015 primarily due to declines in average selling prices as a result of weakness in the PC sector, partiallyoffset by increases in sales volumes. CNBU operating margin for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing costreductions.28SBUFor the year ended 2017 2016 2015Net sales $4,514 $3,262 $3,687Operating income (loss) 552 (123) (39)SBU sales of Trade NAND products for 2017 increased 41% as compared to 2016 primarily due to increases in sales volumes from strong demand,particularly for component NAND and client and cloud SSD storage products, partially offset by declines in average selling prices. SBU sales of SSD storageproducts increased by 137% for 2017 as compared to 2016 primarily as a result of the launch of new SSD products incorporating our 3D TLC NAND technology.SBU sales included Non-Trade sales of $553 million , $501 million , and $463 million , for 2017 , 2016 , and 2015 , respectively. SBU operating margin for 2017improved from 2016 primarily due to manufacturing cost reductions, partially offset by declines in average selling prices. See "Operating Results by Product –Trade NAND" for further details.SBU sales of Trade NAND products for 2016 decreased 16% from 2015 primarily due to declines in average selling prices partially offset by increases in salesvolumes. SBU operating margin for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.MBUFor the year ended 2017 2016 2015Net sales $4,424 $2,569 $3,692Operating income 927 97 1,166MBU sales are comprised primarily of DRAM and NAND, with mobile DRAM products accounting for a significant majority of the sales. MBU sales for2017 increased 72% as compared to 2016 primarily due to significant increases in salesvolumes, driven by customer qualifications for LPDRAM and managed NAND products, combined with higher memory content in smartphones and growth insales of eMCP products. Sales growth in 2017 was partially offset by declines in average selling prices for Trade NAND products. MBU operating income for2017 improved from 2016 primarily due to manufacturing cost reductions and higher sales volumes, partially offset by higher R&D costs and declines in averageselling prices for Trade NAND products.MBU sales for 2016 decreased 30% as compared to 2015 primarily due to declines in average selling prices and DRAM sales volumes. MBU operatingincome for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.EBUFor the year ended 2017 2016 2015Net sales $2,695 $1,939 $1,999Operating income 975 473 459EBU sales are comprised of DRAM, NAND, and NOR Flash in decreasing order of revenue. EBU sales for 2017 increased 39% as compared to 2016primarily due to strong demand and higher sales volumes for DRAM and eMCP in consumer markets and DRAM and eMMC products in the automotive markets.EBU operating income for 2017 increased as compared to 2016 as a result of manufacturing cost reductions, which outpaced declines in average selling prices, andincreases in sales volumes.EBU sales for 2016 decreased 3% as compared to 2015 primarily due to declines in average selling prices for DRAM and NAND products, which werepartially offset by higher sales volumes as a result of increases in demand. EBU operating income for 2016 was relatively unchanged from 2015 as manufacturingcost reductions offset declines in average selling prices.29Operating Results by ProductNet Sales by ProductFor the year ended 2017 2016 2015DRAM $12,963 64% $7,207 58% $10,339 64%Trade NAND 6,228 31% 4,138 33% 4,811 30%Non-Trade 553 3% 501 4% 463 3%Other 578 3% 553 4% 579 4% $20,322 $12,399 $16,192 Percentages of total net sales reflect rounding and may not total 100%.Non-Trade primarily consists of NAND and 3D XPoint products manufactured and sold to Intel through IMFT under a long-term supply agreement at pricesapproximating cost. Information regarding products that combine both NAND and DRAM components is reported within Trade NAND. Other includes sales ofNOR and trade 3D XPoint products.DRAMFor the year ended 2017 2016 (percentage change from prior year)Net sales 80 % (30)%Average selling prices per gigabit 19 % (35)%Gigabits sold 52 % 7 %Cost per gigabit (21)% (17)%Strong conditions in 2017 for enterprise, client, mobile, graphics, and networking markets as well as key customer qualifications drove increases in salesvolumes and prices as compared to 2016. The reductions in cost for 2017 and 2016 as compared to prior years were primarily due to improvements in product andprocess technology. For 2017 compared to 2016, lower depreciation due to the change made in the fourth quarter of 2016 in estimated useful lives for equipment atour DRAM wafer fabrication facilities contributed to cost reductions.Our gross margin percentage on sales of DRAM products for 2017 improved from 2016 primarily due to manufacturing cost reductions, increases in averageselling prices, and shifts in product mix, while our gross margin percentage for 2016 declined as compared to 2015 as decreases in average selling prices outpacedmanufacturing cost reductions.Trade NANDFor the year ended 2017 2016 (percentage change from prior year)Net sales 50 % (14)%Average selling prices per gigabit (9)% (20)%Gigabits sold 65 % 8 %Cost per gigabit (26)% (16)%Strong conditions in 2017 for SSD, mobile, and client storage markets drove increases in net sales as compared to 2016, particularly for SSD and mobileproducts. Our ability to meet this demand was due in part to increases in production, primarily from the ramp of capacity and improvements in product and processtechnology, including our transition to 3D NAND products. The increase in sales volumes of Trade NAND for 2016 as compared to 2015 was primarily due toincreases in demand and increases in production due to improvements in product and process technology. Increases in production for 2016 were constrained inconnection with transitioning to 3D NAND products.Our gross margin percentage on sales of Trade NAND for 2017 improved from 2016 as manufacturing cost reductions outpaced declines in average sellingprices, while our gross margin percentage for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.30Operating Expenses and OtherSelling, General, and AdministrativeSG&A expenses for 2017 were 13% higher than 2016 primarily due to increases in performance-based pay, transaction costs related to the Inotera Acquisition,and stock-based compensation, partially offset by a reduction in other payroll costs. SG&A expenses for 2016 were 8% lower than 2015 due to decreases inperformance-based pay and travel costs and to an additional week in 2015.Research and DevelopmentR&D expenses for 2017 were 13% higher than 2016 primarily due to higher volumes of product being processed that had not been qualified and increases inperformance-based pay, partially offset by lower subcontracted engineering and other professional services costs. R&D expenses for 2016 were 5% higher than2015 primarily due to higher volumes of product being processed that had not been qualified, higher payroll costs, an increase in depreciation expense from R&Dcapital expenditures, partially offset by an additional week in 2015.We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory at IMFT and our otherfacilities. Our R&D expenses reflect net reductions as a result of reimbursements under our cost-sharing arrangements with Intel of $213 million, $205 million, and$224 million in 2017, 2016, and 2015, respectively.See further discussion of our R&D in "Part I – Item 1. – Business – Research and Development."Income TaxesOur income taxes reflect operations in tax jurisdictions, including Singapore and Taiwan, where our earnings are indefinitely reinvested and the tax rates aresignificantly lower than the U.S. statutory rate; operations outside the United States, including Singapore, where we have tax incentive arrangements that furtherdecrease our effective tax rates; and a valuation allowance against substantially all of our net deferred tax assets in the United States. Income tax (provision)benefit consisted of the following:For the year ended 2017 2016 2015Utilization of and other changes in net deferred tax assets of MMJ, MMT, and Inotera $54 $(114) $(80)U.S. valuation allowance release resulting from business acquisition — 41 —Other income tax (provision) benefit, primarily other non-U.S. operations (168) 54 (77) $(114) $(19) $(157) Effective tax rate 2.2% (6.8)% 6.0%Income taxes for 2017 and 2016 included tax benefits of $28 million and $58 million, respectively, related to the favorable resolution of certain tax matters,which were previously reserved as uncertain tax positions.We have a full valuation allowance for our net deferred tax asset associated with our U.S. operations. Management continues to evaluate future projectedfinancial performance to determine whether such performance is sufficient evidence to support a reduction in or reversal of the valuation allowance. The amount ofthe deferred tax asset considered realizable could be adjusted if sufficient positive evidence exists.We operate in a number of locations outside the Unites 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 datesthrough 2030, reduced our tax provision by $742 million (benefiting our diluted earnings per share by $0.64 ) for 2017 , were not material in 2016 , and by $338million ( $0.29 per diluted share) for 2015 .(See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Income Taxes.")31Equity in Net Income (Loss) of Equity Method InvesteesWe recognize our share of earnings or losses from equity method investments generally on a two-month lag. Equity in net income (loss) of equity methodinvestees, net of tax, included the following:For the year ended 2017 2016 2015Inotera $9 $32 $445Tera Probe (3) (11) 1Other 2 4 1 $8 $25 $447On December 6, 2016, we ceased accounting for Inotera as an equity method investment due to our acquisition of the remaining interest in Inotera. Our equityin net income (loss) of Inotera declined for 2016 as compared to 2015 primarily due to the effect to Inotera, under our supply agreements with them, of declines inaverage selling prices and Inotera's cost of technology node transitions. Included in our earnings for 2015 was $49 million from our equity share of Inotera's fullrelease of its valuation allowance against net deferred tax assets related to its net operating loss carryforward.In 2017, we ceased recognizing our share of Tera Probe's earnings due to our sale of our equity interest in Tera Probe. We recorded impairment charges of $16million , $25 million , and $10 million in 2017, 2016, and 2015, respectively, within equity in net income (loss) of equity method investees to write down thecarrying value of our investment in Tera Probe to its then fair value in each of those periods based on its trading price.OtherNet interest expense increased 42% for 2017 as compared to 2016 primarily due to increases in debt obligations, including our borrowings of 80 billion NewTaiwan dollars at an effective interest rate of 3.02% on December 6, 2016 in connection with our acquisition of Inotera and $1.25 billion at an effective interestrate of 7.69% in April 2016 under the 2023 Secured Notes. Net interest expense increased 18% for 2016 as compared to 2015 primarily due to increases in debtobligations.Further discussion of other operating and non-operating income and expenses can be found in the following notes contained in "Item 8. Financial Statementsand Supplementary Data – Notes to Consolidated Financial Statements":•Equity Plans•Restructure and Asset Impairments•Other Operating Income (Expense), Net•Other Non-Operating Income (Expense), NetLiquidity and Capital ResourcesOur primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions. Cash generatedfrom operations is highly dependent on selling prices for our products, which can vary significantly from period to period. We are continuously evaluatingalternatives for efficiently funding our capital expenditures and ongoing operations. We expect, from time to time in the future, to engage in a variety of financingtransactions for such purposes, including the issuance of securities. We have a revolving credit facility that expires in February 2020 and provides for additionalborrowings of up to $750 million based on eligible receivables. We expect that our cash and investments, cash flows from operations, and available financing willbe sufficient to meet our requirements at least through the next 12 months.To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue toinvest in manufacturing technologies, facilities and equipment, and R&D. We estimate that expenditures in 2018 for property, plant, and equipment, net of partnercontributions, to be in the range of $7.5 billion plus or minus 5 percent, focused on technology transitions and product enablement. The actual amounts for 2018will vary depending on market conditions. As of August 31, 2017 , we had commitments of approximately $1.1 billion for the acquisition of property, plant, andequipment, substantially all of which is expected to be paid within one year.Cash and marketable investments totaled $6.05 billion and $4.81 billion as of August 31, 2017 and September 1, 2016 , respectively. Our investments consistprimarily of liquid investment-grade fixed-income securities, diversified among industries32and individual issuers. As of August 31, 2017 , $2.82 billion of our cash and marketable investments was held by our foreign subsidiaries. To mitigate credit risk,we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit exposure by restricting the amount ofinvestments with any single obligor.In October 2017, subsequent to the end of 2017, we issued 34 million shares of our common stock for $41.00 per share in a public offering, for net proceeds of$1.36 billion , net of underwriting fees and other offering costs. On October 12, 2017, we issued a notice to redeem $438 million of principal amount of our 2023Secured Notes on November 13, 2017 for $470 million in cash, excluding accrued and unpaid interest. The amount redeemed represents 35% of the originalprincipal amount of the 2023 Secured Notes issued and will be settled with proceeds from our common stock issuance in October 2017. On October 17, 2017, weissued a notice to redeem the remaining $812 million of principal amount of our 2023 Secured Notes on November 16, 2017 for approximately $885 million ,excluding accrued and unpaid interest. Additionally, on October 17, 2017, we issued a notice to redeem all of our 2023 Notes on November 16, 2017 forapproximately $1.05 billion in cash, excluding accrued and unpaid interest. In connection with these redemptions, we expect to recognize non-operating losses ofapproximately $170 million in the first quarter of 2018.Acquisition of InoteraThrough December 6, 2016, we held a 33% ownership interest in Inotera, Nanya and certain of its affiliates held a 32% ownership interest, and the remainingownership interest was publicly held. On December 6, 2016, we acquired the 67% interest in Inotera for an aggregate of $4.1 billion in cash. The cash paid for theInotera Acquisition was funded with 80 billion New Taiwan dollars of proceeds from the 2021 MSTW Term Loan (see "Acquisition Financing" below), $986million of proceeds from the sale of 58 million shares of our common stock, and cash on hand.Acquisition Financing2021 MSTW Term Loan : On December 6, 2016, we drew 80 billion New Taiwan dollars under a collateralized, five-year term loan that bears interest at avariable per annum rate equal to the three-month or six-month TAIBOR, at our option, plus a margin of 2.05%. Principal under the 2021 MSTW Term Loan ispayable in six equal semi-annual installments, commencing in June 2019, through December 2021. The 2021 MSTW Term Loan contains financial covenants,which if not maintained, could in certain cases constitute an event of default and result in all obligations owed under the 2021 MSTW Term Loan being acceleratedto be immediately due and payable. The 2021 MSTW Term Loan also contains customary events of default. The 2021 MSTW Term Loan is collateralized bycertain assets and is guaranteed by Micron. To hedge our currency exposure of this borrowing, we are party to a series of currency forward contracts to purchaseNew Taiwan dollars under a rolling hedge strategy. As of August 31, 2017, the forward contracts expire at various dates through March 2018. (See "Item 8.Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.")Limitations on the Use of Cash and InvestmentsMMJ Group : Cash and marketable investments included an aggregate of $580 million held by MMJ as of August 31, 2017 . As a result of the corporatereorganization proceedings of the MMJ Companies initiated in March 2012, and for so long as such proceedings are continuing, MMJ is prohibited from payingdividends to us. In addition, pursuant to an order of the Japan Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to uswithout the consent of the Japan Court and may, under certain circumstances, be subject to the approval of the legal trustee. As a result, the assets of MMJ are notavailable for use by us in our other operations. Furthermore, certain uses of the assets of MMJ, including investments in certain capital expenditures and in MMT,may require consent of MMJ's trustees and/or the Japan Court.MSTW and MTTW : Cash and marketable investments included an aggregate of $56 million held by MSTW and MTTW as of August 31, 2017 . The 2021MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and MTTW to pay dividends. As a result, the assets of MSTW and MTTW are notavailable for use by us in our other operations.IMFT : Cash and marketable investments included $87 million held by IMFT as of August 31, 2017 . Our ability to access funds held by IMFT to finance ourother operations is subject to agreement by Intel and contractual limitations. Amounts held by IMFT are not anticipated to be available to finance our otheroperations.Indefinitely Reinvested : As of August 31, 2017 , $1.29 billion of cash and marketable investments, including substantially all of the amounts held by MMJ,MSTW, and MTTW, was held by foreign subsidiaries whose earnings were considered to be indefinitely reinvested and repatriation of these funds to the UnitedStates would be subject to U.S. federal income taxes. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreignsubsidiaries is not practicable.33Cash FlowsFor the year ended 2017 2016 2015Net cash provided by operating activities $8,153 $3,168 $5,208Net cash provided by (used for) investing activities (7,537) (3,044) (6,216)Net cash provided by (used for) financing activities 349 1,745 (718)Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash (12) 19 (133)Net increase (decrease) in cash, cash equivalents, and restricted cash $953 $1,888 $(1,859)Operating Activities : For 2017, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capitaladjustments, which included $1.65 billion of cash used for increases in receivables, $361 million of payments attributed to intercompany balances in connectionwith the Inotera Acquisition, and $564 million of cash provided from increases in accounts payable and accrued expenses.For 2016, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capital adjustments, whichincluded $465 million of cash provided from decreases in receivables due to a lower level of net sales, offset by $549 million of cash used for net increases ininventories.For 2015, cash provided by operating activities was due primarily to cash generated by operations and the effect of working capital adjustments, whichincluded $393 of cash provided from decreases in receivables due to a lower level of net sales, offset by $691 million of cash used for reductions in accountspayable and accrued expenses.Investing Activities : For 2017, net cash used for investing activities consisted primarily of $4.73 billion of expenditures for property, plant, and equipment(which excludes offsets of amounts funded by our partners), $2.63 billion of net cash paid for the Inotera Acquisition (net of $361 million of payments attributed tointercompany balances with Inotera included in operating activities), and $269 million of net outflows from sales, maturities, and purchases of available-for-salesecurities.For 2016, net cash used for investing activities consisted primarily of $5.82 billion of expenditures for property, plant, and equipment (which excludes offsetsof amounts funded by our partners) and $148 million for the acquisition of Tidal Systems, Ltd., partially offset by $2.66 billion of net inflows from sales,maturities, and purchases of available-for-sale securities.For 2015, net cash used for investing activities consisted primarily of $4.02 billion of expenditures for property, plant, and equipment (which excludes offsetsof amounts funded by our partners) and $2.14 billion of net outflows for purchases, sales, and maturities of available-for-sale securities.Financing Activities : For 2017, net cash provided by financing activities consisted primarily of $2.48 billion of net proceeds from the 2021 MSTW TermLoan, and $795 million of net proceeds from the 2021 MSAC Term Loan, partially offset by repurchases of $952 million in aggregate principal of our 2025 Notesand 2026 Notes for an aggregate of $1.00 billion in cash, redemption of $600 million principal amount of our 2022 Notes for $626 million in cash, repayments of$381 million of capital lease obligations, repayments of $550 million of other debt and convertible notes, and payments of $519 million on equipment purchasecontracts.For 2016, net cash provided by financing activities consisted primarily of $1.24 billion of proceeds (net of $13 million of issuance costs) from the 2023Secured Notes, $734 million (net of $8 million of issuance costs and $8 million of original issue discount) from the 2022 Term Loan B, and $765 million fromequipment sale-leaseback financing transactions, partially offset by repurchases of $870 million of repayments of debt and $125 million for the open-marketrepurchases of 7 million shares of our common stock.For 2015, net cash used for financing activities consisted primarily of $2.33 billion for repayments of debt (including $932 million for the amount in excess ofprincipal of our convertible notes), $831 million for the open-market repurchases of 42 million shares of our common stock, and $95 million of payments onequipment purchase contracts, partially offset by $1.98 billion in aggregate proceeds (net of $21 million of issuance costs) from our 5.25% senior notes due 2023Notes, 2024 Notes, and 2026 Notes, $291 million of proceeds of sale-leaseback transactions, $125 million of proceeds from draws on our revolving creditfacilities, and $87 million of net proceeds from term loans.See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."34Potential Settlement Obligations of Convertible NotesSince the closing price of our common stock for at least 20 trading days in the 30 trading day period ended on September 30, 2017 exceeded 130% of theconversion price per share of our 2032 Notes and 2033 Notes, holders may convert these notes through the calendar quarter ended December 31, 2017. Thefollowing table summarizes the potential settlements that we could be required to make for the calendar quarter ending December 31, 2017 if all holders convertedtheir 2032 Notes and 2033 Notes. The amounts in the table below are based on our closing share price of $31.97 as of August 31, 2017 . Settlement Option for If Settled With Minimum CashRequired Per the Terms If Settled EntirelyWith Cash Principal Amount Amount in Excess ofPrincipal UnderlyingShares Cash Remainder inShares 2032C Notes Cash and/or shares Cash and/or shares 23 $— 23 $7422032D Notes Cash and/or shares Cash and/or shares 18 — 18 5672033E Notes (1) Cash Cash and/or shares 16 204 9 4252033F Notes Cash Cash and/or shares 27 297 18 869 84 $501 68 $2,603(1) In August 2017, holders of our 2033E Notes with an aggregate principal amount of $58 million converted their notes, which were settled in the firstquarter of 2018. For converted notes with an aggregate principal amount of $16 million , we elected to settle the conversion obligation in excess of theprincipal amount in cash. We elected to settle the remaining notes with an aggregate principal amount of $42 million with a combination of cash for theprincipal amount and shares of our common stock for the remainder of the settlement amount. In the first quarter of 2018, we settled the conversions for$92 million in cash and 3 million shares of our treasury stock.Contractual Obligations Payments Due by PeriodAs of August 31, 2017 Total Less than 1 year 1-3 years 3-5 years More than 5yearsNotes payable (1)(2) $12,611 $1,037 $3,625 $3,050 $4,899Capital lease obligations (2) 1,351 401 563 159 228Operating leases (3) 154 29 51 36 38Purchase obligations (4) 2,219 1,895 293 9 22Other long-term liabilities (5) 860 366 447 26 21Total $17,195 $3,728 $4,979 $3,280 $5,208(1) Amounts include MMJ Creditor Payments, convertible notes, and other notes.(2) Amounts include principal and interest.(3) Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.(4) Purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity that meet any of the following criteria:(1) they are noncancelable, (2) we would incur a penalty if the agreement was canceled, or (3) we must make specified minimum payments even if we donot take delivery of the contracted products or services. If the obligation to purchase goods or services is noncancelable, the entire value of the contractwas included in the above table. If the obligation is cancelable, but we would incur a penalty if canceled, only the dollar amount of the penalty wasincluded as a purchase obligation. Contracted minimum amounts specified in any take-or-pay contracts were included in the above table as they representthe portion of each contract that is a firm commitment.(5) Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheet, including $366 million for thecurrent portion of these long-term liabilities. We are unable to reliably estimate the timing of future certain payments related to uncertain tax positionsand deferred tax liabilities; therefore, the amount has been excluded from the preceding table. However, other noncurrent liabilities recorded on ourconsolidated balance sheet included these uncertain tax positions and deferred tax liabilities.The expected timing of payment amounts of the obligations discussed above is estimated based on current information. Timing and actual amounts paid maydiffer depending on redemptions, repurchase, or conversions of our debt, the timing of receipt of goods or services, market prices, changes to agreed-uponamounts, or timing of certain events for some obligations.35The contractual obligations in the table above include the current portions of the related long-term obligations. All other current liabilities are excluded.Off-Balance Sheet ArrangementsWe entered into capped call transactions in connection with certain of our convertible notes and are intended to reduce the effect of potential dilution. Thecapped calls provide for our receipt of cash or shares, at our election, from our counterparties if the trading price of our stock is above strike prices on theexpiration dates. As of August 31, 2017, the dollar value of cash or shares that we would receive from our outstanding capped calls upon their expiration datesrange from $0, if the trading price of our stock is below strike prices for all of the capped calls at expiration, to $527 million , if the trading price of our stock is ator 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 atexpiration. For further details of our capped call arrangements, see "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated FinancialStatements – Equity – Micron Shareholders' Equity – Outstanding Capped Calls."Critical Accounting EstimatesThe preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments thataffect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience,forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under differentassumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical inthe portrayal of our financial condition and results of operations and require management's most difficult, subjective, or complex judgments.Business acquisitions : Accounting for acquisitions requires us to estimate the fair value of consideration paid and the individual assets and liabilitiesacquired, which involves a number of judgments, assumptions, and estimates that could materially affect the amount and timing of costs recognized in subsequentperiods. Accounting for acquisitions can also involve significant judgment to determine when control of the acquired entity is transferred. We typically obtainindependent third party valuation studies to assist in determining fair values, including assistance in determining future cash flows, discount rates, and comparablemarket values. The items involving significant assumptions, estimates, and judgments include the following:•Debt, including discount rate and timing of payments;•Deferred tax assets, including projections of future taxable income and tax rates;•Fair value of consideration paid or transferred;•Intangible assets, including valuation methodology, estimations of future revenue and costs, profit allocation rates attributable to the acquired technology,and discount rates;•Inventory, including estimated future selling prices, timing of product sales, and completion costs for work in process; and•Property, plant, and equipment, including determination of values in a continued-use model.Consolidation : We have interests in entities that are VIEs. Determining whether to consolidate a VIE requires judgment in assessing whether an entity is aVIE and if we are the entity's primary beneficiary. If we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primarybeneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation toabsorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significantactivities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and processtechnology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we arethe primary beneficiary of our VIEs require significant assumptions and judgments.Contingencies : We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability andamount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and theamount of loss can be reasonably estimated. We accrue a liability and charge operations for the estimated costs of adjudication or settlement of asserted andunasserted claims existing as36of the balance sheet date. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods priorto the resolution that are charged to operations in the period of resolution and amounts related to future periods.Goodwill and intangible assets : We test goodwill for impairment in the fourth quarter of our fiscal year, or more frequently if indicators of an impairmentexist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. For reporting units forwhich this assessment concludes that it is more likely than not that the fair value is more than its carrying value, goodwill is considered not impaired and we are notrequired to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financialperformance, and other relevant events and factors affecting the fair value of the reporting unit. For reporting units for which this assessment concludes that it ismore likely than not that the fair value is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting unit andcomparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill isconsidered not impaired. If the carrying value of the reporting unit exceeds its fair value, then we would record an impairment loss up to the difference between thecarrying value and implied fair value.Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fair value of the reporting unit requiressignificant judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, forecastedmanufacturing costs, and other expenses and are developed as part of our long-range planning process. The same estimates are used in business planning,forecasting, and capital budgeting as part of our long-term manufacturing capacity analysis. We test the reasonableness of the output of our long-range planningprocess by calculating an implied value per share and comparing that to current stock prices, analysts' consensus pricing, and management's expectations. Theseestimates and assumptions are used to calculate projected future cash flows for the reporting unit, which are discounted using a risk-adjusted rate to estimate a fairvalue. The discount rate requires determination of appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable butthat are unpredictable and inherently uncertain. Actual future results may differ from those estimates.We test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying value may not be recoverable bycomparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. We test intangible assets with indefinite lives annuallyfor impairment using a fair value method such as discounted cash flows. Estimating fair values involves significant assumptions, including future sales prices, salesvolumes, costs, and discount rates.Income taxes : We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictionsaround the world. These estimates involve significant judgment and interpretations of regulations and are inherently complex. Resolution of income tax treatmentsin individual jurisdictions may not be known for many years after completion of any fiscal year. We are also required to evaluate the realizability of our deferredtax assets on an ongoing basis in accordance with U.S. GAAP, which requires the assessment of our performance and other relevant factors. Realization of deferredtax assets is dependent on our ability to generate future taxable income. In recent periods, our results of operations have benefitted from increases in the amount ofdeferred taxes we expect to realize, primarily from the levels of capital spending and increases in the amount of taxable income we expect to realize in Japan andTaiwan. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these and other jurisdictions. Such forecastsare inherently difficult and involve significant judgments including, among others, projecting future average selling prices and sales volumes, manufacturing andoverhead costs, levels of capital spending, and other factors that significantly impact our analyses of the amount of net deferred tax assets that are more likely thannot to be realized.Inventories : Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor, material, and overhead costs,including product and process technology costs. Determining net realizable value of inventories involves significant judgments, including projecting future averageselling prices, sales volumes, and costs to complete products in work in process inventories. To project average selling prices and sales volumes, we review recentsales volumes, existing customer orders, current contract prices, industry analyses of supply and demand, seasonal factors, general economic trends, and otherinformation. When these analyses reflect estimated net realizable values below our manufacturing costs, we record a charge to cost of goods sold in advance ofwhen inventories are actually sold. Differences in forecasted average selling prices used in calculating lower of cost or net realizable value adjustments can resultin significant changes in the estimated net realizable value of product inventories and accordingly the amount of write-down recorded. For example, a 5% variancein the estimated selling prices would have changed the estimated net realizable value of our inventory by approximately $439 million as of August 31, 2017. Dueto the volatile nature of the semiconductor memory and storage markets, actual selling prices and37volumes often vary significantly from projected prices and volumes; as a result, the timing of when product costs are charged to operations can vary significantly.U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizable values. The amount of any inventory write-downcan vary significantly depending on the determination of inventory categories. In determining the lower of average cost or net realizable value, inventories areprimarily categorized as memory (including DRAM, NAND, and other memory) based on the major characteristics of product type and markets. The majorcharacteristics we consider in determining inventory categories are product type and markets.Property, plant, and equipment : We review the carrying value of property, plant, and equipment for impairment when events and circumstances indicate thatthe carrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected to result from its use and/or disposition. Incases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carryingvalue exceeds the estimated fair value of the assets. The estimate of future cash flows involves numerous assumptions which require significant judgment by us,including, but not limited to, future use of the assets for our operations versus sale or disposal of the assets, future selling prices for our products and futureproduction and sales volumes. In addition, significant judgment is required in determining the groups of assets for which impairment tests are separatelyperformed.We periodically assess the estimated useful lives of our property, plant, and equipment. We revised the estimated useful lives of equipment in our DRAMwafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciationcosts by approximately $100 million per quarter in 2017. (See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated FinancialStatements – Significant Accounting Policies.")Research and development : Costs related to the conceptual formulation and design of products and processes are expensed as R&D as incurred. Determiningwhen product development is complete requires significant judgment by us. We deem development of a product complete once the product has been thoroughlyreviewed and tested for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.Stock-based compensation : Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense usingthe straight-line amortization method over the requisite service period. For performance-based stock awards, the expense recognized is dependent on ourassessment of the likelihood of the performance measure being achieved. We utilize forecasts of future performance to assess these probabilities and thisassessment requires significant judgment.Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires significant judgment, includingestimating stock price volatility and expected option life. We develop these estimates based on historical data and market information which can changesignificantly over time. A small change in the estimates used can result in a relatively large change in the estimated valuation. We use the Black-Scholes optionvaluation model to value employee stock options. We estimate stock price volatility based on an average of historical volatility and the implied volatility derivedfrom traded options on our stock.Recently Adopted Accounting StandardsSee "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."Recently Issued Accounting StandardsSee "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Issued Accounting Standards."38ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInterest Rate RiskWe are exposed to interest rate risk related to our indebtedness and our investment portfolio. As of August 31, 2017 and September 1, 2016 , we had debt withfixed interest rates of $5.7 billion and $7.5 billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates. Weestimate that, as of August 31, 2017 and September 1, 2016 , a decrease in market interest rates of 1% would increase the fair value of our fixed-rate debt byapproximately $273 million and $420 million, respectively. As of August 31, 2017 and September 1, 2016 , we had debt with variable interest rates of $4.2 billionand $1.0 billion, respectively. As of August 31, 2017 and September 1, 2016 , a 1% increase in the interest rates of our variable-rate debt would result in anincrease in interest expense of approximately $43 million and $10 million per year, respectively.As of August 31, 2017 and September 1, 2016 , we held fixed-rate debt investment securities of $1.48 billion and $1.11 billion, respectively, which weresubject to interest rate risk. We estimate that a 0.5% increase in market interest rates would decrease the fair value of these instruments by approximately $2million as of August 31, 2017 and $1 million as of September 1, 2016 .Foreign Currency Exchange Rate RiskThe information in this section should be read in conjunction with the information related to changes in the currency exchange rates in "Part I – Item 1A. RiskFactors." Changes in currency exchange rates could materially adversely affect our results of operations or financial condition.The functional currency for all of our operations is the U.S. dollar. The substantial majority of our sales are transacted in the U.S. dollar; however, significantamounts of our debt, operating expenditures, and capital purchases are incurred in or exposed to other currencies, primarily the euro, New Taiwan dollar,Singapore dollar, and yen. We have established currency risk management programs for our monetary assets and liabilities denominated in foreign currencies tohedge against fluctuations in the fair value and volatility of future cash flows caused by changes in currency exchange rates. We generally utilize currency forwardcontracts in these hedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements. We do not usederivative financial instruments for trading or speculative purposes.Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a 10% adverse change in exchange rates versus the U.S. dollarwould result in losses of approximately $391 million as of August 31, 2017 and $241 million as of September 1, 2016 . We hedge our exposure to changes incurrency exchange rates by utilizing a rolling hedge strategy for our primary currency exposures with currency forward contracts that generally mature within ninemonths. In addition, we have entered into foreign currency forward contracts that mature in December 2017 and December 2018 to hedge our currency exchangerate risk on certain debt. The effectiveness of our hedges is dependent, among other factors, upon our ability to accurately forecast our monetary assets andliabilities. To hedge the exposure of changes in cash flows from changes in currency exchange rates for certain capital expenditures, we may utilize currencyforward contracts that generally mature within 12 months. (See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated FinancialStatements – Derivative Instruments.")39ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAIndex to Consolidated Financial Statements Page Consolidated Financial Statements as of August 31, 2017 and September 1, 2016 and for the fiscal years ended August 31, 2017, September 1, 2016,and September 3, 2015 Consolidated Statements of Operations41 Consolidated Statements of Comprehensive Income (Loss)42 Consolidated Balance Sheets43 Consolidated Statements of Changes in Equity44 Consolidated Statements of Cash Flows45 Notes to Consolidated Financial Statements46 Report of Independent Registered Public Accounting Firm8040MICRON TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(in millions except per share amounts)For the year ended August 31, 2017 September 1, 2016 September 3, 2015Net sales $20,322 $12,399 $16,192Cost of goods sold 11,886 9,894 10,977Gross margin 8,436 2,505 5,215 Selling, general, and administrative 743 659 719Research and development 1,824 1,617 1,540Restructure and asset impairments 18 67 3Other operating (income) expense, net (17) (6) (45)Operating income 5,868 168 2,998 Interest income 41 42 35Interest expense (601) (437) (371)Other non-operating income (expense), net (112) (54) (53) 5,196 (281) 2,609 Income tax (provision) benefit (114) (19) (157)Equity in net income (loss) of equity method investees 8 25 447Net income (loss) 5,090 (275) 2,899 Net (income) loss attributable to noncontrolling interests (1) (1) —Net income (loss) attributable to Micron $5,089 $(276) $2,899 Earnings (loss) per share Basic $4.67 $(0.27) $2.71Diluted 4.41 (0.27) 2.47 Number of shares used in per share calculations Basic 1,089 1,036 1,070Diluted 1,154 1,036 1,170See accompanying notes to consolidated financial statements.41MICRON TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in millions)For the year ended August 31, 2017 September 1, 2016 September 3, 2015Net income (loss) $5,090 $(275) $2,899 Other comprehensive income (loss), net of tax Foreign currency translation adjustments 48 (49) (42)Gain (loss) on derivatives, net 15 7 (18)Pension liability adjustments 1 (9) 20Gain (loss) on investments, net — 3 (4)Other comprehensive income (loss) 64 (48) (44)Total comprehensive income (loss) 5,154 (323) 2,855Comprehensive (income) loss attributable to noncontrolling interests (1) (1) 1Comprehensive income (loss) attributable to Micron $5,153 $(324) $2,856See accompanying notes to consolidated financial statements.42MICRON TECHNOLOGY, INC.CONSOLIDATED BALANCE SHEETS(in millions except par value amounts)As of August 31, 2017 September 1, 2016Assets Cash and equivalents $5,109 $4,140Short-term investments 319 258Receivables 3,759 2,068Inventories 3,123 2,889Other current assets 147 140Total current assets 12,457 9,495Long-term marketable investments 617 414Property, plant, and equipment, net 19,431 14,686Equity method investments 16 1,364Intangible assets, net 387 464Deferred tax assets 766 657Goodwill 1,228 104Other noncurrent assets 434 356Total assets $35,336 $27,540 Liabilities and equity Accounts payable and accrued expenses $3,664 $3,879Deferred income 408 200Current debt 1,262 756Total current liabilities 5,334 4,835Long-term debt 9,872 9,154Other noncurrent liabilities 639 623Total liabilities 15,845 14,612 Commitments and contingencies Redeemable convertible notes 21 — Micron shareholders' equity Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094shares issued and 1,040 outstanding as of September 1, 2016) 112 109Additional capital 8,287 7,736Retained earnings 10,260 5,299Treasury stock, 4 shares held (54 shares as of September 1, 2016) (67) (1,029)Accumulated other comprehensive income (loss) 29 (35)Total Micron shareholders' equity 18,621 12,080Noncontrolling interests in subsidiaries 849 848Total equity 19,470 12,928Total liabilities and equity $35,336 $27,540See accompanying notes to consolidated financial statements.43MICRON TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(in millions) Micron Shareholders Common Stock AdditionalCapital RetainedEarnings TreasuryStock Accumulated OtherComprehensiveIncome (Loss) Total MicronShareholders'Equity NoncontrollingInterests inSubsidiaries Total Equity Numberof Shares Amount Balance at August 28, 2014 1,073 $107 $7,868 $2,729 $— $56 $10,760 $802 $11,562Net income 2,899 2,899 — 2,899Other comprehensive income (loss), net (43) (43) (1) (44)Stock issued under stock plans 13 1 73 74 74Stock-based compensation expense 168 168 168Contributions from noncontrolling interests — 142 142Distributions to noncontrolling interests — (6) (6)Repurchase and retirement of stock (2) — (13) (40) (53) (53)Repurchase of treasury stock (831) (831) (831)Settlement of capped calls 50 (50) — —Reclassification of redeemable convertiblenotes, net 19 19 19Conversion and repurchase of convertiblenotes (691) (691) (691)Balance at September 3, 2015 1,084 $108 $7,474 $5,588 $(881) $13 $12,302 $937 $13,239Net income (loss) (276) (276) 1 (275)Other comprehensive income (loss), net (48) (48) — (48)Stock issued under stock plans 11 1 47 48 48Stock-based compensation expense 191 191 191Contributions from noncontrolling interests — 37 37Distributions to noncontrolling interests — (34) (34)Acquisitions of noncontrolling interests — (93) (93)Repurchase and retirement of stock (1) — (10) (13) (23) (23)Repurchase of treasury stock (125) (125) (125)Settlement of capped calls 23 (23) — —Reclassification of redeemable convertiblenotes, net 49 49 49Conversion and repurchase of convertiblenotes (38) (38) (38)Balance at September 1, 2016 1,094 $109 $7,736 $5,299 $(1,029) $(35) $12,080 $848 $12,928Net income 5,089 5,089 1 5,090Other comprehensive income (loss), net 64 64 — 64Stock issued under stock plans 20 3 139 142 142Stock-based compensation expense 217 (2) 215 215Repurchase and retirement of stock (2) — (13) (22) (35) (35)Stock issued to Nanya for InoteraAcquisition 4 — 70 (104) 1,029 995 995Settlement of capped calls 192 (67) 125 125Reclassification of redeemable convertiblenotes, net (21) (21) (21)Conversion and repurchase of convertiblenotes (33) (33) (33)Balance at August 31, 2017 1,116 $112 $8,287 $10,260 $(67) $29 $18,621 $849 $19,470See accompanying notes to consolidated financial statements.44MICRON TECHNOLOGY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)For the year ended August 31, 2017 September 1, 2016 September 3, 2015Cash flows from operating activities Net income (loss) $5,090 $(275) $2,899Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation expense and amortization of intangible assets 3,861 2,980 2,667Amortization of debt discount and other costs 125 126 138Stock-based compensation 215 191 168Loss on debt repurchases and conversions 99 4 49Gain on remeasurement of previously-held equity interest in Inotera (71) — —Equity in net (income) loss of equity method investees (8) (25) (447)Change in operating assets and liabilities Receivables (1,651) 465 393Inventories 50 (549) 116Accounts payable and accrued expenses 564 272 (691)Payments attributed to intercompany balances with Inotera (361) — —Deferred income 218 (6) (105)Other 22 (15) 21Net cash provided by operating activities 8,153 3,168 5,208 Cash flows from investing activities Expenditures for property, plant, and equipment (4,734) (5,817) (4,021)Acquisition of Inotera (2,634) — —Purchases of available-for-sale securities (1,239) (1,026) (4,392)Payments to settle hedging activities (274) (152) (132)Proceeds from sales and maturities of available-for-sale securities 970 3,690 2,248Proceeds from settlement of hedging activities 184 335 56Other 190 (74) 25Net cash provided by (used for) investing activities (7,537) (3,044) (6,216) Cash flows from financing activities Proceeds from issuance of debt 3,311 2,199 2,212Proceeds from issuance of stock under equity plans 142 48 74Proceeds from equipment sale-leaseback transactions — 765 291Repayments of debt (2,558) (870) (2,329)Payments on equipment purchase contracts (519) (46) (95)Cash paid to acquire treasury stock (35) (148) (884)Other 8 (203) 13Net cash provided by (used for) financing activities 349 1,745 (718) Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash (12) 19 (133) Net increase (decrease) in cash, cash equivalents, and restricted cash 953 1,888 (1,859)Cash, cash equivalents, and restricted cash at beginning of period 4,263 2,375 4,234Cash, cash equivalents, and restricted cash at end of period $5,216 $4,263 $2,375 Supplemental disclosures Income taxes paid, net $(99) $(90) $(63)Interest paid, net of amounts capitalized (468) (267) (226)Noncash investing and financing activity Equipment acquisitions on contracts payable and capital leases 813 993 345See accompanying notes to consolidated financial statements.45MICRON TECHNOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(All tabular amounts in millions except per share amounts)Significant Accounting PoliciesBasis of Presentation: Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions.Through our global brands – Micron, Crucial, and Ballistix – our broad portfolio of high-performance memory and storage technologies, including DRAM,NAND, NOR Flash, and 3D XPoint memory, is transforming how the world uses information to enrich life. Backed by more than 35 years of technologyleadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, machine learning, and autonomous vehicles in key marketsegments like cloud, data center, networking, and mobile. The accompanying consolidated financial statements include the accounts of Micron and ourconsolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Certainreclassifications 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 2017 and 2016 each contained 52 weeks and fiscal year2015 contained 53 weeks. All period references are to our fiscal periods unless otherwise indicated.Derivative and Hedging Instruments: We use derivative instruments to manage our exposure to changes in currency exchange rates from (1) our monetaryassets and liabilities denominated in currencies other than the U.S. dollar and (2) forecasted cash flows for certain capital expenditures. Derivative instruments aremeasured at their fair values and recognized as either assets or liabilities. The accounting for changes in the fair value of derivative instruments is based on theintended use of the derivative and the resulting designation. For derivative instruments that are not designated as hedges for accounting purposes, gains or lossesfrom changes in fair values are recognized in other non-operating income (expense). For derivative forward contracts designated as cash-flow hedges, we excludechanges in the time value from the effectiveness assessment. The effective portion of the gain or loss is included as a component of other comprehensive income(loss) and the ineffective or excluded portion of the gain or loss is included in other non-operating income (expense). Amounts in accumulated othercomprehensive income (loss) from these cash flow hedges are reclassified into earnings in the same line items and in the same periods in which the underlyingtransactions affect earnings. Effectiveness is measured by comparing the cumulative change in the fair value of the hedge contract with the cumulative change inthe forecasted cash flows of the hedged item.We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions. These master netting arrangementsallow us and our counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled with each counterparty have beenpresented in our consolidated balance sheet on a net basis.Financial Instruments: Cash equivalents include highly liquid short-term investments with original maturities to us of three months or less that are readilyconvertible to known amounts of cash. Other investments with remaining maturities of less than one year are included in short-term investments. Investments withremaining maturities greater than one year are included in long-term marketable investments. The carrying value of investment securities sold is determined usingthe specific identification method.Functional Currency: The U.S. dollar is the functional currency for us and all of our consolidated subsidiaries.Goodwill and Non-Amortizing Intangible Assets: We perform an annual impairment assessment for goodwill and non-amortizing intangible assets in thefourth quarter of our fiscal year.Inventories: Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor, material, and overhead costs,including product and process technology costs. Determining net realizable value of inventories involves numerous judgments, including projecting future averageselling prices, sales volumes, and costs to complete products in work in process inventories. When net realizable value is below cost, we record a charge to cost ofgoods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. In determining the lower of averagecost or net realizable value, inventories are primarily categorized as memory (including DRAM, NAND, and other memory) based on the major characteristics ofproduct type and markets. We remove amounts from inventory and charge such amounts to cost of goods sold on an average cost basis.46Product and Process Technology: Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) maintain patent technology,are capitalized and amortized on a straight-line basis over periods ranging up to 12.5 years. We capitalize a portion of the costs incurred to patent technology basedon historical data of patents issued as a percent of patents we file. Capitalized product and process technology costs are amortized over the shorter of (1) theestimated useful life of the technology, (2) the patent term, or (3) the term of the technology agreement. Fully-amortized assets are removed from product andprocess technology and accumulated amortization.Product Warranty: We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time ofdelivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair orreplacement of defective items or return of, or a credit with respect to, amounts paid for such items. Under certain circumstances, we provide more extensivelimited warranty coverage than that provided under our standard terms and conditions. Our warranty obligations are not material.Property, Plant, and Equipment: Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful livesof generally 10 to 30 years for buildings, 5 to 7 years for equipment, and 3 to 5 years for software. Assets held for sale are carried at the lower of cost or estimatedfair value and are included in other noncurrent assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and werecognize any gain or loss in our results of operations.We capitalize interest on borrowings during the period of time we carry out the activities necessary to bring assets to the condition of their intended use andlocation. Capitalized interest becomes part of the cost, and amortized over the useful lives of, the assets.We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, we identified factors such as thelengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, and industry trends. As a result, we revisedthe estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revisionwas not material for 2016 and reduced depreciation costs by approximately $100 million per quarter in 2017.Research and Development: Costs related to the conceptual formulation and design of products and processes are expensed as R&D asincurred. Development of a product is deemed complete when it is qualified through thorough reviews and tests for performance and reliability. Subsequent toproduct qualification, product costs are included in cost of goods sold. Product design and other R&D costs for certain technologies may be shared with adevelopment partner. Amounts receivable from cost-sharing arrangements are reflected as a reduction of R&D expense.Revenue Recognition: We recognize product or license revenue when persuasive evidence that a sales arrangement exists, delivery has occurred, the price isfixed or determinable, and collectibility is reasonably assured, which is generally at the time of shipment to our customers. If we are unable to reasonably estimatereturns or the price is not fixed or determinable, sales made under agreements allowing rights of return or price protection are deferred until customers have resoldthe product. Revenue recognized upon resale by our customers under these arrangements was 20% , 25% , and 21% of our consolidated revenue for 2017 , 2016 ,and 2015 , respectively.Stock-based Compensation: Stock-based compensation is measured at the grant date, based on the fair value of the award, and recognized as expense underthe straight-line attribution method over the requisite service period. We issue new shares upon the exercise of stock options or conversion of share units.Treasury Stock: Treasury stock is carried at cost. When we retire our treasury stock, any excess of the repurchase price paid over par value is allocatedbetween additional capital and retained earnings.Use of Estimates: The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the UnitedStates of America requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and relateddisclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable underthe circumstances. Estimates and judgments may differ under different assumptions or conditions. We evaluate our estimates and judgments on an ongoingbasis. Actual results could differ from estimates.47Variable Interest EntitiesWe 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 primarybeneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation toabsorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significantactivities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and processtechnology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we arethe primary beneficiary of our VIEs require significant assumptions and judgments.Unconsolidated VIEsInotera : Prior to our acquisition of the remaining interest in Inotera on December 6, 2016, Inotera was a VIE because of the terms of its supply agreementwith us. We had previously determined that we did not have the power to direct the activities of Inotera that most significantly impacted its economic performance,primarily due to limitations on our governance rights that required the consent of other parties for key operating decisions and due to Inotera's dependence onNanya for financing and the ability of Inotera to operate in Taiwan. Therefore, we did not consolidate Inotera and we accounted for our interest under the equitymethod. (See "Acquisition of Inotera" and "Equity Method Investments – Inotera" notes.)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 provideassembly services to us at our manufacturing site in Xi'an, China. In connection therewith, we had capital lease obligations of $80 million and net property, plant,and equipment of $76 million as of August 31, 2017. We do not have an equity interest in PTI Xi'an. PTI Xi'an is a VIE because of the terms of its serviceagreement 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 thatmost significantly impact its economic performance, primarily because we have no governance rights. Therefore, we do not consolidate PTI Xi'an.Consolidated VIEIMFT : 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 isdependent upon us or Intel for additional cash requirements. The primary activities of IMFT are driven by the constant introduction of product and processtechnology. Because we perform a significant majority of the technology development, we have the power to direct its key activities. In addition, IMFTmanufactures certain products exclusively for us using our product designs. We consolidate IMFT because we have the power to direct the activities of IMFT thatmost significantly impact its economic performance and because we have the obligation to absorb losses and the right to receive benefits from IMFT that couldpotentially be significant to it. (See "Equity – Noncontrolling Interests in Subsidiaries – IMFT" note.)Recently Adopted Accounting StandardsIn January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 – Simplifying the Test forGoodwill Impairment , which modified the goodwill impairment test and required an entity to write down the carrying value of goodwill up to the amount bywhich the carrying amount of a reporting unit exceeded its fair value. We adopted this ASU as of the beginning of the fourth quarter of 2017 in connection with ourannual impairment test. The adoption of the ASU did not have a material impact on our financial statements.In November 2016, the FASB issued ASU 2016-18 – Restricted Cash , which required amounts generally described as restricted cash and restricted cashequivalents to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cashflows. We adopted this ASU in the fourth quarter of 2017 on a retrospective basis. As of September 1, 2016, September 3, 2015, and August 28, 2014, restrictedcash was $123 million , $88 million , and $84 million , respectively. The adoption of this ASU did not have a material impact on our cash flows.In March 2016, the FASB issued ASU 2016-09 – Improvements to Employee Share-Based Payment Accounting , which simplified several aspects of theaccounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, forfeitures, andclassification within the statement of cash flows. We adopted this ASU as of the beginning of the first quarter of 2017 and elected to account for forfeitures whenthey occur, on a48modified retrospective basis. At the time of adoption in the first quarter of 2017, we recognized deferred tax assets of $325 million for the excess tax benefits thatarose directly from tax deductions related to equity compensation greater than amounts recognized for financial reporting and also recognized an increase of anequal amount in the valuation allowance against those deferred tax assets. The adoption did not have any other material impacts on our financial statements.In April 2015, the FASB issued ASU 2015-05 – Customer's Accounting for Fees Paid in a Cloud Computing Arrangement , which provided additionalguidance to customers about whether a cloud computing arrangement includes a software license. Under ASU 2015-05, cloud computing arrangements that containa software license should be accounted for in a manner consistent with the acquisition of other software licenses, otherwise customers should account for thearrangement as a service contract. ASU 2015-05 also removed the requirement to analogize to ASC 840-10 – Leases , to determine the asset acquired in a softwarelicensing arrangement. We adopted this ASU as of the beginning of the first quarter of 2017 on a prospective basis. The adoption of this ASU did not have amaterial impact on our financial statements.In February 2015, the FASB issued ASU 2015-02 – Amendments to the Consolidation Analysis , which amended the consolidation requirements inAccounting Standards Codification 810 – Consolidation . ASU 2015-02 made targeted amendments to the consolidation guidance for VIEs. We adopted this ASUas of the beginning of the first quarter of 2017 under a modified-retrospective approach. The adoption of this ASU did not have an impact on our financialstatements.Recently Issued Accounting StandardsIn October 2016, the FASB issued ASU 2016-16 – Intra-Entity Transfers Other Than Inventory , which requires an entity to recognize the income taxconsequences 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 withearly adoption permitted and requires modified retrospective adoption. We are evaluating the timing and effects of our adoption of this ASU on our financialstatements.In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments , which requires a financial asset (or a group offinancial 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 statementreflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that havetaken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for creditlosses 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 withadoption permitted as early as the first quarter of 2020. This ASU requires modified retrospective adoption, with prospective adoption for debt securities for whichan 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 ourfinancial statements.In February 2016, the FASB issued ASU 2016-02 – Leases , which amends a number of aspects of lease accounting, including requiring lessees to recognizeoperating 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 thelease payments. This ASU will be effective for us in the first quarter of 2020 with early adoption permitted and requires modified retrospective adoption. Theadoption of this ASU will result in an increase to our consolidated balance sheets for these right-of-use assets and corresponding liabilities. We are evaluating thetiming 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 forthe recognition, measurement, presentation, and disclosure of financial assets and liabilities. This ASU will be effective for us in the first quarter of 2019 andrequires modified retrospective adoption. We are evaluating the effects of our adoption of this ASU on our financial statements.In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers , which supersedes nearly all existing revenue recognition guidanceunder generally accepted accounting principles in the United States. The core principal of this ASU, as amended, is that an entity should recognize revenue when ittransfers 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 goodsor services. This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customercontracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. We are required toadopt this ASU in the first quarter of 2019 with adoption permitted as early as the first quarter of 2018. This ASU allows for either full retrospective or modifiedretrospective adoption. We expect that, as a result of the adoption of this ASU, the timing of recognizing revenue from sales of products to our distributors under49agreements allowing rights of return or price protection will be generally earlier than under the existing revenue recognition guidance. Revenue recognized uponresale by our customers under these arrangements was 20% , 25% , and 21% of our consolidated revenue for 2017 , 2016 , and 2015 , respectively. After adoption,the impact of this change in any reporting period would be the net effect of changes to revenue recognized as of the beginning and end of each period. We areevaluating the timing, method, and other effects of our adoption of this ASU on our financial statements.Acquisition of InoteraThrough December 6, 2016, we held a 33% ownership interest in Inotera, now known as Micron Technology Taiwan, Inc. ("MTTW"), Nanya and certain ofits affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the 67% remaining interestin Inotera not owned by us (the "Inotera Acquisition") and began consolidating Inotera's operating results. The cash paid for the Inotera Acquisition was funded, inpart, with proceeds from the 2021 MSTW Term Loan and the sale of the Micron Shares (as defined below) to Nanya. Inotera manufactures DRAM products at its300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements. SG&A expenses for2017 and 2016 included transaction costs of $13 million and $3 million , respectively, incurred in connection with the Inotera Acquisition.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 variousvaluation techniques, including the share price of Inotera prior to the announcement of the Inotera Acquisition and discounted cash flow projections using inputsincluding discount rate and terminal growth rate (Level 3). As a result, we recognized a non-operating gain of $71 million in 2017.In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya (the "Micron Shares") and received cash proceeds of$986 million . Because the sale of the Micron Shares to Nanya was contemporaneous with, and contingent upon, the closing the Inotera Acquisition, the issuanceof the Micron Shares was treated in purchase accounting as a non-cash exchange for a portion of the shares of Inotera held by Nanya. The Micron Shares wereissued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and are subject to certain restrictions on transfers. Toreflect the lack of transferability, the fair value of the Micron Shares (based on the trading price of our common stock on the acquisition date) was reduced by adiscount of $81 million , based on the implied volatility derived from traded options on our stock and on the duration of the lack of transferability (Level 2).50We provisionally estimated the fair value of the Inotera assets acquired and liabilities assumed as of the December 6, 2016 acquisition date. In 2017, weincorporated additional information in our analysis about facts and circumstances that existed as of the acquisition date and adjusted our provisional values, whichresulted in a decrease in the amount of purchase price allocated to property, plant, and equipment of $59 million and increases in the amounts allocated to othernoncurrent assets of $13 million , deferred income taxes of $8 million , and goodwill of $38 million . The allocation of purchase price to assets acquired andliabilities assumed of Inotera could further change as additional information becomes available. The consideration and provisional valuation of assets acquired andliabilities assumed, as adjusted in 2017, were as follows:Consideration Cash paid for Inotera Acquisition $4,099Less cash received from sale of Micron Shares (986)Net cash paid for Inotera Acquisition 3,113Fair value of our previously-held equity interest in Inotera 1,441Fair value of Micron Shares exchanged for Inotera shares 995Other 3Payments attributed to intercompany balances with Inotera (361) $5,191 Assets acquired and liabilities assumed Cash and equivalents $118Inventories 285Other current assets 27Property, plant, and equipment 3,722Deferred tax assets 82Goodwill 1,124Other noncurrent assets 130Accounts payable and accrued expenses (232)Debt (56)Other noncurrent liabilities (9) $5,191The Inotera Acquisition enhances our flexibility to drive new technology, optimize the deployment of capital, and adapt our product offerings to changes inmarket conditions. As a result of these synergies, we allocated goodwill of $829 million , $198 million , and $97 million to CNBU, MBU, and EBU, respectively.Goodwill resulting from the Inotera Acquisition is not deductible for Taiwan corporate income tax purposes; however, it is deductible for Taiwan surtax purposes.Unaudited Pro Forma Financial InformationThe following unaudited pro forma financial information presents the combined results of operations as if the Inotera Acquisition had occurred onSeptember 4, 2015. The pro forma financial information includes the accounting effects of the business combination, including adjustments for depreciation ofproperty, plant, and equipment, interest expense, elimination of intercompany activities, and revaluation of inventories. The unaudited pro forma financialinformation below is not necessarily indicative of either future results of operations or results that might have been achieved had the Inotera Acquisition occurredon September 4, 2015. Year ended August 31, 2017 September 1, 2016Net sales $20,317 $12,341Net income (loss) 5,172 (543)Net income (loss) attributable to Micron 5,171 (544)Earnings (loss) per share Basic 4.68 (0.50)Diluted 4.42 (0.50)51 The unaudited pro forma financial information for 2017 includes our results for the year ended August 31, 2017 (which includes the results of Inotera sinceour acquisition of Inotera on December 6, 2016), the results of Inotera for the three months ended November 30, 2016, and the adjustments described above. Thepro forma information for 2016 includes our results for the year ended September 1, 2016 , the results of Inotera for the twelve months ended August 31, 2016, andthe adjustments described above.Technology Transfer and License Agreements with NanyaEffective December 6, 2016, under the terms of technology transfer and license agreements, Nanya has options to require us to transfer to Nanya certaintechnology for Nanya's use and deliverables related to the next DRAM process node generation after our 20nm process node (the "1X Process Node") and the nextDRAM process node generation after the 1X Process Node. Under the terms of the agreements, Nanya would pay royalties to us for a license to the transferredtechnologies based on revenues from products utilizing the technologies, subject to specified caps, and we would also receive an equity interest in Nanya upon theachievement of certain milestones.Cash and InvestmentsCash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:As of 2017 2016 Cash andEquivalents Short-termInvestments Long-termMarketableInvestments (1) Total FairValue Cash andEquivalents Short-termInvestments Long-termMarketableInvestments (1) Total FairValueCash $2,237 $— $— $2,237 $2,258 $— $— $2,258Level 1 (2) Money market funds 2,332 — — 2,332 1,507 — — 1,507Level 2 (3) Certificates of deposit 483 24 3 510 373 33 — 406Corporate bonds — 193 315 508 — 142 235 377Government securities 1 90 126 217 2 62 82 146Asset-backed securities — 2 173 175 — 12 97 109Commercial paper 56 10 — 66 — 9 — 9 5,109 $319 $617 $6,045 4,140 $258 $414 $4,812Restricted cash (4) 107 123 Cash, cash equivalents,and restricted cash $5,216 $4,263 (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 similarinstruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine theappropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. Noadjustments were made to such pricing information as of August 31, 2017 or September 1, 2016.(4) Restricted cash is included in other noncurrent assets and generally represents balances related to the MMJ Creditor Payments and interest reservebalances related to the 2021 MSTW Term Loan. The restrictions on the MMJ Creditor Payments lapse upon approval by the trustees and/or Japan Court.The restrictions on the interest reserve balances lapse in proportion to the reduction in the amount of interest expected to be paid under the 2021 MSTWTerm Loan for the subsequent six months. (See "Debt" note.)Proceeds from sales of available-for-sale securities for 2017 , 2016 , and 2015 were $776 million , $2.31 billion , and $1.49 billion , respectively. Grossrealized gains and losses from sales of available-for-sale securities were not material for any period52presented. As of August 31, 2017 , there were no available-for-sale securities that had been in a loss position for longer than 12 months.ReceivablesAs of 2017 2016Trade receivables $3,490 $1,765Income and other taxes 100 119Other 169 184 $3,759 $2,068InventoriesAs of 2017 2016Finished goods $856 $899Work in process 1,968 1,761Raw materials and supplies 299 229 $3,123 $2,889Property, Plant, and EquipmentAs of 2017 2016Land $345 $145Buildings (includes $475 and $347, respectively, under capital leases) 7,958 6,653Equipment (1) (includes $1,331 and $1,374, respectively, under capital leases) 32,187 25,910Construction in progress (2) 499 475Software 544 422 41,533 33,605Accumulated depreciation (includes $626 and $492, respectively, under capital leases) (22,102) (18,919) $19,431 $14,686(1) Included costs related to equipment not placed into service of $994 million and $1.47 billion , as of August 31, 2017 and September 1, 2016 , respectively.(2) Included building-related construction and tool installation costs for assets not placed into service.Depreciation expense was $3.76 billion , $2.86 billion , and $2.55 billion for 2017 , 2016 , and 2015 , respectively. As of August 31, 2017 , productionequipment, buildings, and land with an aggregate carrying value of $6.14 billion were pledged as collateral under various notes payable. Interest capitalized as partof the cost of property, plant, and equipment was $7 million , $43 million , and $20 million for 2017 , 2016 , and 2015 , respectively. In the fourth quarter of 2016,we revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years, which reduced depreciation costs byapproximately $ 100 million per quarter in 2017 .53Equity Method InvestmentsAs of 2017 2016 Investment Balance OwnershipPercentage Investment Balance OwnershipPercentageInotera $— —% $1,314 33%Tera Probe — —% 36 40%Other 16 Various 14 Various $16 $1,364 Equity in net income (loss) of equity method investees, net of tax, included the following:For the year ended 2017 2016 2015Inotera $9 $32 $445Tera Probe (3) (11) 1Other 2 4 1 $8 $25 $447The summarized financial information in the tables below reflects aggregate amounts for our equity method investees. Financial information is presented forequity method investments as of the respective dates and for the periods through which we recorded our proportionate share of each investee's results of operations.Summarized results of operations are presented only for the periods subsequent to the acquisition, or through the disposition of, our ownership interests.As of 2017 2016Current assets $107 $1,222Noncurrent assets 256 4,294Current liabilities 19 604Noncurrent liabilities 66 411For the year ended 2017 2016 2015Net sales $557 $1,671 $2,647Gross margin 82 155 1,253Operating income 126 199 1,191Net income 76 184 1,361InoteraWe held a 33% interest in Inotera, a Taiwan DRAM memory company, through December 6, 2016, at which time we acquired the remaining 67% interest inInotera. Historically, we accounted for our interest in Inotera on a two-month lag under the equity method. As a result of the Inotera Acquisition, we account forInotera without a lag, consistent with our other wholly-owned subsidiaries.From January 2013 through December 2015, we purchased all of Inotera's DRAM output under supply agreements at prices reflecting discounts from marketprices for our comparable components. After December 2015 and until our acquisition of the remaining interest in Inotera, the price for DRAM products purchasedby us was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million , $1.43 billion and$2.37 billion of DRAM products in 2017 through the date of our acquisition, 2016 , and 2015 respectively. In 2016 , we manufactured and sold specializedequipment to Inotera and recognized net sales of $55 million and margin of $16 million .Tera ProbeIn 2017, we sold our 40% interest in Tera Probe, which provided semiconductor wafer testing and probe services to us, in a transaction that included the saleof our assembly and test facility located in Akita, Japan. (See "Restructure and Asset Impairments" note.) In 2017 , 2016 , and 2015 , we recorded impairmentcharges of $16 million , $25 million , and $10 million , respectively, within equity in net income (loss) of equity method investees to write down the carrying valueof our investment54in Tera Probe to its fair value based on its trading price (Level 1). We incurred manufacturing costs for services performed by Tera Probe of $47 million , $70million , and $90 million in 2017 through the date of sale, 2016 , and 2015 , respectively.Intangible Assets and GoodwillAs of 2017 2016 GrossAmount AccumulatedAmortization GrossAmount AccumulatedAmortizationAmortizing assets Product and process technology $755 $(476) $757 $(402)Other 1 (1) 1 — 756 (477) 758 (402)Non-amortizing assets In-process R&D 108 — 108 — Total intangible assets $864 $(477) $866 $(402) Goodwill $1,228 $104 In 2017 , 2016 , and 2015, we capitalized $29 million , $30 million , and $98 million , respectively, for product and process technology with weighted-averageuseful lives of 11 years, 10 years, and 7 years, respectively. Amortization expense was $106 million , $117 million , and $117 million for 2017 , 2016 , and 2015 ,respectively. Expected amortization expense is $99 million for 2018 , $49 million for 2019 , $33 million for 2020 , $28 million for 2021 , and $17 million for 2022.In 2016, we acquired Tidal Systems, Ltd., a developer of PCIe NAND Flash storage controllers, to enhance our NAND Flash controller technology for $148million . In connection therewith, we recognized $108 million of in-process R&D; $81 million of goodwill, which was derived from expected cost reductions andother synergies and was assigned to SBU; and $41 million of deferred tax liabilities; which, in aggregate, represented substantially all of the purchase price. The in-process R&D was valued using a replacement cost approach, which included inputs of reproduction cost, including developer's profit, and opportunity cost. Wewill begin amortizing the in-process R&D when development is complete, estimated to be in 2018, and will amortize it over its then estimated useful life. Thegoodwill is not deductible for tax purposes.Accounts Payable and Accrued ExpensesAs of 2017 2016Accounts payable $1,333 $1,186Property, plant, and equipment payables 1,018 1,649Salaries, wages, and benefits 603 289Related party payables — 273Customer advances 197 132Income and other taxes 163 41Other 350 309 $3,664 $3,879As of September 1, 2016 , related party payables included $266 million due to Inotera primarily for the purchase of DRAM products.55Debt 2017 2016 Net Carrying Amount Net Carrying AmountInstrument StatedRate EffectiveRate Principal Current Long-Term Total (1) Principal Current Long-Term Total (1)MMJ CreditorPayments N/A 6.52% $695 $157 $474 $631 $985 $189 $680 $869Capital leaseobligations N/A 3.68% 1,190 357 833 1,190 1,406 380 1,026 1,4062021 MSACTerm Loan 3.61% 3.85% 800 99 697 796 — — — —2021 MSTWTerm Loan 2.85% 3.02% 2,652 — 2,640 2,640 — — — —2022 Notes 5.88% 6.14% — — — — 600 — 590 5902022 Term LoanB 3.80% 4.22% 743 5 725 730 750 5 730 7352023 Notes 5.25% 5.43% 1,000 — 991 991 1,000 — 990 9902023 SecuredNotes 7.50% 7.69% 1,250 — 1,238 1,238 1,250 — 1,237 1,2372024 Notes 5.25% 5.38% 550 — 546 546 550 — 546 5462025 Notes 5.50% 5.56% 519 — 515 515 1,150 — 1,139 1,1392026 Notes 5.63% 5.73% 129 — 128 128 450 — 446 4462032C Notes (2) 2.38% 5.95% 223 — 211 211 223 — 204 2042032D Notes (2) 3.13% 6.33% 177 — 159 159 177 — 154 1542033E Notes (2) 1.63% 4.50% 173 202 — 202 176 — 168 1682033F Notes (2) 2.13% 4.93% 297 278 — 278 297 — 271 2712043G Notes (3) 3.00% 6.76% 1,025 — 671 671 1,025 — 657 657Other notes 2.13% 2.66% 216 164 44 208 512 182 316 498 $11,639 $1,262 $9,872 $11,134 $10,551 $756 $9,154 $9,910(1) Net carrying amount is the principal amount less unamortized debt discount and issuance costs. In addition, the net carrying amount for our 2033E Notesfor 2017 included $31 million of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregateprincipal amount of $16 million .(2) 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 periodended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price of ourcommon stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by the holdersthrough December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to pay cash forthe principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.(3) The 2043G Notes have an original principal amount of $820 million that accretes up to $917 million through the expected term in November 2028 and$1.03 billion at maturity in 2043.Our convertible and other senior notes are unsecured obligations that rank equally in right of payment with all of our other existing and future unsecuredindebtedness, and are effectively subordinated to all of our other existing and future secured indebtedness, to the extent of the value of the assets securing suchindebtedness. As of August 31, 2017 , Micron had $3.70 billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of itsconvertible notes and the 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes, that was structurally subordinated to all liabilities of its subsidiaries, includingtrade payables. The terms of our indebtedness generally contain cross payment default and cross acceleration provisions. Micron guarantees certain debtobligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments. Micron's guarantees of its subsidiary debt obligations are unsecured obligationsranking equally in right of payment with all of Micron's other existing and future unsecured indebtedness.MMJ Creditor PaymentsUnder the MMJ Companies' corporate reorganization proceedings, which set forth the treatment of the MMJ Companies' pre-petition creditors and theirclaims, the MMJ Companies were required to pay 200 billion yen, less certain expenses of the56reorganization proceedings and other items, to their secured and unsecured creditors in seven annual installment payments (the "MMJ Creditor Payments"). TheMMJ Creditor Payments do not provide for interest and, as a result of our acquisition of the MMJ Companies in 2013, we recorded the MMJ Creditor Payments atfair value. The fair-value discount is accreted to interest expense over the term of the installment payments.Under the MMJ Companies' corporate reorganization proceedings, the secured creditors of MMJ will recover 100% of the amount of their fixed claims in sixannual installment payments through December 2018 and the unsecured creditors will recover at least 17.4% of the amount of their fixed claims in seven annualinstallment payments through December 2019. The unsecured creditors of MAI were scheduled to be paid in seven installments; however, in connection with oursale of MAI in 2017, the remaining MAI creditor obligations were paid in full. The remaining portion of the unsecured claims of the creditors of MMJ notrecovered pursuant to the corporate reorganization proceedings will be discharged, without payment, through December 2019. The following table presents theremaining amounts of MMJ Creditor Payments (stated in Japanese yen and U.S. dollars) and the amount of unamortized discount as of August 31, 2017 :2018 ¥17,675 $1602019 27,154 2462020 31,762 289 76,591 695Less unamortized discount (7,075) (64) ¥69,516 $631Pursuant to the terms of an Agreement on Support for Reorganization Companies that we executed in the fourth quarter of 2012 with the trustees of the MMJCompanies' pending corporate reorganization proceedings, we entered into a series of agreements with the MMJ Companies, including supply agreements,research and development services agreements, and general services agreements, which are intended to generate operating cash flows to meet the requirements ofthe MMJ Companies' businesses, including the funding of the MMJ Creditor Payments.Capital Lease ObligationsIn 2017 , we recorded capital lease obligations aggregating $220 million at a weighted-average effective interest rate of 5.1% , with a weighted-averageexpected term of ten years. In 2016 , we recorded capital lease obligations aggregating $882 million , including $765 million related to equipment sale-leasebacktransactions.2021 MSAC Senior Secured Term LoanIn November 2016, we entered into a five -year variable-rate facility agreement to obtain up to $800 million of financing, collateralized by certain productionequipment, and drew $800 million under the facility in 2017. Interest is payable quarterly at a per annum rate equal to three -month LIBOR plus 2.4% . Principal ispayable in 16 equal quarterly installments beginning in March 2018. The 2021 MSAC Term Loan contains covenants which are customary for financings of thistype, including negative covenants that limit or restrict our ability to create liens or dispose of the equipment securing the facility agreement. The 2021 MSACTerm Loan also contains customary events of default which could result in the acceleration of all amounts to be immediately due and payable. The 2021 MSACTerm Loan is guaranteed by Micron.2021 MSTW Senior Secured Term LoanIn connection with the Inotera Acquisition, on December 6, 2016, we drew 80 billion New Taiwan dollars under a collateralized, five -year term loan thatbears interest at a variable per annum rate equal to the three -month TAIBOR plus a margin of 2.05% . Principal under the 2021 MSTW Term Loan is payable insix equal semi-annual installments from June 2019 through December 2021. The 2021 MSTW Term Loan is collateralized by certain assets, including a real estatemortgage on MTTW's main production facility and site, a chattel mortgage over certain equipment of MTTW, all of the stock of our MSTW subsidiary, and the82% of stock of MTTW owned by MSTW. The 2021 MSTW Term Loan is guaranteed by Micron.57The 2021 MSTW Term Loan contains affirmative and negative covenants, including covenants that limit or restrict our ability to create liens in or dispose ofcollateral securing obligations under the 2021 MSTW Term Loan, mergers involving MSTW and/or MTTW, loans or guarantees to third parties by MTTW and/orMSTW, and MSTW's and/or MTTW's distribution of cash dividends. The 2021 MSTW Term Loan also contains financial covenants, which are tested semi-annually, as follows:•MSTW must maintain a consolidated ratio of total liabilities to adjusted EBITDA not higher than 5.5 x in 2017 and 2018, and not higher than 4.5 x in2019 through 2021;•MSTW must maintain adjusted consolidated tangible net worth of not less than 4.0 billion New Taiwan dollars in 2017 and 2018, not less than 6.5billion New Taiwan dollars in 2019 and 2020, and not less than 12.0 billion New Taiwan dollars in 2021;•on a consolidated basis, Micron must maintain a ratio of total liabilities to adjusted EBITDA not higher than 3.5 x in 2017, not higher than 3.0 x in2018 and 2019, and not higher than 2.5 x in 2020 and 2021; and•on a consolidated basis, Micron must maintain adjusted tangible net worth not less than $9.0 billion in 2017, not less than $12.5 billion in 2018 and2019, and not less than $16.5 billion in 2020 and 2021.If MSTW fails to maintain a required financial covenant, the interest rate will be increased by 0.25% until such time as the required financial ratios aremaintained. If MSTW's failure continues for two consecutive semi-annual periods, such failure will constitute an event of default that could result in all obligationsowed under the loan being accelerated to be immediately due and payable. Micron's failure to maintain a required financial covenant will only result in a 0.25%increase to the interest rate but will not constitute an event of default. The loan also contains customary events of default.Unsecured Senior NotesThe unsecured notes in the table below (the " Unsecured Senior Notes") contain covenants that, among other things, limit, in certain circumstances, our abilityand/or the ability of our domestic restricted subsidiaries (which are generally subsidiaries in the U.S. in which we own at least 80% of the voting stock) to (1)create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness andunsecured indebtedness of our domestic restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer or lease all or substantially all ofour assets, to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.Cash Redemption at Our Option : We have the option to redeem the Unsecured Senior Notes. The applicable redemption price will be determined as follows: MaturityDate Redemption PeriodRequiring Payment of: Redemption of up to 35% of Original PrincipalAmount Using Cash Proceeds From an EquityOffering (3) Make-Whole (1) Premium (2) Date Specified Price2023 Notes (4) Aug 2023 Prior to Feb 1, 2018 On or after Feb 1, 2018 Prior to Feb 1, 2018 105.250%2024 Notes Jan 2024 Prior to May 1, 2018 On or after May 1, 2018 Prior to May 1, 2018 105.250%2025 Notes Feb 2025 Prior to Aug 1, 2019 On or after Aug 1, 2019 N/A N/A2026 Notes Jan 2026 Prior to May 1, 2020 On or after May 1, 2020 N/A N/A(1) If we redeem prior to the applicable date, the redemption price is principal plus a make-whole premium as described in the applicable indenture.(2) If we redeem on or after the applicable date, the redemption price is principal plus a premium which declines over time as specified in the applicableindenture.(3) If we redeem prior to the applicable date with net cash proceeds of one or more equity offerings, the redemption price is equal to the amount specifiedabove, together with accrued and unpaid interest, subject to a maximum redemption of 35% of the aggregate original principal amount of the respectiveseries of notes being redeemed. The 2025 Notes and 2026 Notes can not be redeemed with cash proceeds from an equity offering because the principalamount outstanding as of August 31, 2017 of such notes is less than 65% of the original principal amount issued.(4) In the first quarter of 2018, we issued a notice to redeem our 2023 Notes. See "Debt Repurchases and Conversions" below.Senior Secured Borrowings2022 Senior Secured Term Loan B : In April 2016, we issued $750 million in principal amount of 2022 Term Loan B notes due April 2022. Interest waspayable at a rate equal to LIBOR plus 6.00% . In April 2017 and October 2016, we amended our582022 Term Loan B, substantially all of which was treated as a debt modification, to reduce the interest rate margins, and as of August 31, 2017, the 2022 TermLoan B generally bears interest at LIBOR plus 2.50% . We may elect to convert outstanding term loans to other variable-rate indexes. Principal payments are duequarterly in an amount equal to 0.25% of the initial aggregate principal amount with the balance due at maturity and may be prepaid without penalty. Interest ispayable at least quarterly.2023 Senior Secured Notes : In April 2016, we issued $1.25 billion in principal amount of 2023 Secured Notes due September 2023. In the first quarter of2018, we issued notices to redeem our 2023 Secured Notes. See "Debt Repurchases and Conversions" below.Senior Secured Borrowings Collateral and Covenants : The 2022 Term Loan B and 2023 Secured Notes are collateralized by substantially all of the assets ofMicron and MSP, a subsidiary of Micron, subject to certain permitted liens on such assets. Included in our consolidated balance sheet as of August 31, 2017 were$6.22 billion of assets which collateralize these notes. The 2022 Term Loan B and 2023 Secured Notes are structurally subordinated to the indebtedness and otherliabilities of all of Micron's subsidiaries that do not guarantee these debt obligations. MSP guarantees both of these notes.The 2022 Term Loan B and 2023 Secured Notes each contain covenants that, among other things, limit, in certain circumstances, the ability of Micron and/orits domestic restricted subsidiaries to (1) create or incur certain liens and enter into sale-leaseback financing transactions; (2) in the case of domestic restrictedsubsidiaries, create, assume, incur, or guarantee additional indebtedness; and (3) in the case of Micron, consolidate or merge with or into, or sell, assign, convey,transfer, lease, or otherwise dispose of all or substantially all of its assets to another entity. These covenants are subject to a number of limitations, exceptions, andqualifications. Convertible Senior Notes Holder Put Date (1) MaturityDate Conversion PricePer Share ConversionPrice Per ShareThreshold (2) UnderlyingShares ofCommon Stock ConversionValue in Excessof Principal (3) PrincipalSettlementOption (4)2032C Notes May 2019 May 2032 $9.63 $12.52 23 $519 Cash and/or shares2032D Notes May 2021 May 2032 9.98 12.97 18 390 Cash and/or shares2033E Notes (5) Feb 2018 Feb 2033 10.93 14.21 16 332 Cash2033F Notes (5) Feb 2020 Feb 2033 10.93 14.21 27 572 Cash2043G Notes Nov 2028 Nov 2043 29.16 37.91 35 99 Cash and/or shares 119 $1,912 (1) Debt discount and debt issuance costs are amortized through the earliest holder put date.(2) Represents 130% of the conversion price per share. If the trading price of our common stock price exceeds such threshold for a specified period, holdersmay convert such notes. See "Conversion Rights" below.(3) Based on the trading price of our common stock of $31.97 as of August 31, 2017 .(4) It is our current intent to settle in cash the principal amount of our convertible notes upon conversion. As a result, only the amounts payable in excess ofthe principal amounts upon conversion of our convertible notes are considered in diluted earnings per share under the treasury stock method. For each ofour convertible notes, we may elect to settle any amounts in excess of the principal in cash, shares of our common stock, or a combination thereof.(5) Holders of the 2033E Notes and 2033F Notes may also put their notes to us on February 15, 2023.Conversion Rights : Holders of our convertible notes may convert their notes under the following circumstances: (1) if the notes are called for redemption; (2)during any calendar quarter if the closing price of our common stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day ofthe preceding calendar quarter is more than 130% of the conversion price (see "Conversion Price Per Share Threshold" in the table above); (3) if the trading priceof the notes is less than 98% of the product of the closing price of our common stock and the conversion rate of the notes during the periods specified in theindentures; (4) if specified distributions or corporate events occur, as set forth in the indenture for the notes; or (5) during the last three months prior to the maturitydate of the notes. For the calendar quarter ended September 30, 2017, the closing price of our common stock exceeded 130% of the conversion price for our 2032Notes and 2033 Notes; therefore, those notes are convertible by the holders through December 31, 2017.In August 2017, holders of our 2033E Notes with an aggregate principal amount of $58 million converted their notes, which were settled in the first quarter of2018. For converted notes with an aggregate principal amount of $16 million , we59elected to settle the conversion obligation in excess of the principal amount in cash. We elected to settle the remaining notes with an aggregate principal amount of$42 million with a combination of cash for the principal amount and shares of our common stock for the remainder of the settlement amount. As a result of ourelection to settle all amounts due upon conversion in cash for some of these notes, such settlement obligations became 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 thedates of our elections to settle the conversions in cash, we reclassified the fair values of the equity components of each of the converted notes from additionalcapital to derivative debt liabilities within current debt in our consolidated balance sheet. The net carrying amount for 2017 included $31 million for the fair valuesof the derivative debt liabilities as of August 31, 2017. The 20 consecutive trading day period ended in the first quarter of 2018, and we settled the conversion for$92 million in cash and 3 million shares of our treasury stock.Cash Redemption at Our Option : We may redeem our convertible notes under the circumstances listed in the table below. The redemption price for the noteswill equal the principal amount at maturity, or the accreted principal amount in the case of the 2043G Notes redeemed on or after November 20, 2018, plus accruedand unpaid interest. Conditional RedemptionPeriodat Our Option (1) Unconditional RedemptionPeriodat Our Option Redemption Period RequiringMake-Whole2032C Notes On or after May 1, 2016 On or after May 4, 2019 Prior to May 4, 2019 (2)2032D Notes On or after May 1, 2017 On or after May 4, 2021 Prior to May 4, 2021 (2)2033E Notes N/A On or after Feb 20, 2018 N/A2033F Notes N/A On or after Feb 20, 2020 N/A2043G Notes Prior to Nov 20, 2018 On or after Nov 20, 2018 Prior to Nov 20, 2018 (3)(1) We may redeem for cash on or after the applicable dates if the volume weighted average price of our common stock has been at least 130% of theconversion price for at least 20 trading days during any 30 consecutive trading day period.(2) If we redeem prior to the applicable date, we will pay a make-whole premium in cash equal to the present value of the remaining scheduled interestpayments from the redemption date to May 4, 2019 for the 2032C Notes and to May 4, 2021 for the 2032D Notes.(3) If we redeem prior to the applicable date, we will be required to pay a make-whole premium only if, as a result of our redemption notice, holders converttheir notes. The make-whole premium will be based on the price of our common stock and the conversion date, as set forth in the indenture, and is payableat our election in cash and/or shares.Cash Repurchase at the Option of the Holders : We may be required by the holders of our convertible notes to repurchase for cash all or a portion of thenotes on the "Holder Put Date" listed in the table above. The repurchase price would equal the principal amount, or the accreted principal amount in the case of the2043G Notes, plus accrued and unpaid interest. Also, upon a change in control or a termination of trading, as defined in the respective indentures, holders of ourconvertible notes may require us to repurchase for cash all or a portion of their notes.Other : Interest expense for our convertible notes consisted of contractual interest of $51 million , $51 million , and $59 million for 2017 , 2016 , and 2015 ,respectively and amortization of discount and issuance costs of $37 million , $36 million , and $42 million for 2017 , 2016 , and 2015 , respectively. As ofAugust 31, 2017 and September 1, 2016 , the carrying amounts of the equity components of our convertible notes, which are included in additional capital in theaccompanying consolidated balance sheets, were $287 million and $308 million , respectively.Available Revolving Credit FacilityWe have a senior secured revolving credit facility that expires in 2020, under which we can draw up to the lesser of $750 million or 80% of the net outstandingbalance of certain trade receivables, as defined in the facility agreement. Any amounts drawn are collateralized by a security interest in such trade receivables. Thecredit facility contains customary covenants and conditions, including as a funding condition the absence of any event or circumstance that has a material adverseeffect on certain of our operations, assets, prospects, business, or condition, and including negative covenants that limit or restrict our ability to create liens on, ordispose of, the collateral underlying the obligations under this facility. Interest is payable on any outstanding principal balance at a variable rate equal to theLIBOR plus an applicable margin ranging between 1.75% to 2.25% , depending upon the utilized portion of the facility. As of August 31, 2017 , there were nooutstanding amounts drawn under this facility and $750 million was available for us to draw.60Debt Repurchases and ConversionsOn October 12, 2017, subsequent to the end of 2017, we issued a notice to redeem $438 million of principal amount of our 2023 Secured Notes on November13, 2017 for $470 million in cash, excluding accrued and unpaid interest. The amount redeemed represents 35% of the original principal amount of the 2023Secured Notes issued and will be settled with proceeds from our common stock issuance in October 2017. On October 17, 2017, we issued a notice to redeem theremaining $812 million of principal amount of our 2023 Secured Notes on November 16, 2017 for approximately $885 million , excluding accrued and unpaidinterest. Additionally, on October 17, 2017, we issued a notice to redeem all of our 2023 Notes on November 16, 2017 for approximately $1.05 billion in cash,excluding accrued and unpaid interest. In connection with these redemptions, we expect to recognize non-operating losses of approximately $170 million in thefirst quarter of 2018.In 2017, we repurchased $631 million of principal amount of our 2025 Notes (carrying value of $625 million ), repurchased $321 million of principal amountof our 2026 Notes (carrying value of $318 million ), and redeemed $600 million principal amount of our 2022 Notes (carrying value of $592 million ) for anaggregate of $1.63 billion in cash. In connection with the transactions, we recognized aggregate non-operating losses of $94 million in 2017.In 2016, we repurchased $57 million of principal amount of our 2033E Notes (carrying value of $54 million ) for $94 million in cash. The liability and equitycomponents of the repurchased notes had previously been stated separately within debt and equity in our consolidated balance sheet. As a result, the repurchasedecreased the carrying value of debt by $54 million and equity by $38 million .In 2015, we consummated a number of transactions to restructure our debt, including repurchases, conversions and settlements of convertible notes, and theearly repayment of a note. As a result, $489 million of aggregate principal amount of our convertible notes was settled for $1.43 billion in cash. The liability andequity components of the repurchased convertible notes had previously been stated separately within debt and equity in our consolidated balance sheet. As a result,the repurchases, conversions and settlements decreased the carrying value of debt by $686 million (including $275 million for the fair value of our derivative debtliability to settle the conversions entirely in cash) and equity by $691 million . In connection with these transactions, we recognized aggregate non-operating lossesof $49 million .Maturities of Notes Payable and Future Minimum Lease PaymentsAs of August 31, 2017 , maturities of notes payable (including the MMJ Creditor Payments) and future minimum lease payments under capital leaseobligations were as follows: Notes Payable Capital LeaseObligations2018 $641 $4022019 1,166 3342020 1,727 2292021 1,269 972022 1,204 622023 and thereafter 4,365 227Unamortized discounts and interest, respectively (428) (161) $9,944 $1,19061CommitmentsAs of August 31, 2017 , we had commitments of approximately $1.10 billion for the acquisition of property, plant, and equipment. We lease certain facilitiesand equipment under operating leases, for which expense was $52 million , $46 million , and $48 million for 2017 , 2016 , and 2015 , respectively. Minimumfuture operating lease commitments as of August 31, 2017 were as follows:2018 $292019 282020 232021 192022 172023 and thereafter 38 $154ContingenciesWe have accrued a liability and charged operations for the estimated costs of adjudication or settlement of various asserted and unasserted claims existing asof 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 ofwhich is expected to have a material adverse effect on our business, results of operations, or financial condition.Patent MattersAs 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 ormanufacturing processes infringe upon their intellectual property rights.On November 21, 2014, Elm 3DS Innovations, LLC ("Elm") filed a patent infringement action against Micron, MSP, and Micron Consumer Products Group,Inc. in the U.S. District Court for the District of Delaware. On March 27, 2015, Elm filed an amended complaint against the same entities. The amended complaintalleges that unspecified semiconductor products of ours that incorporate multiple stacked die infringe thirteen U.S. patents and seeks damages, attorneys' fees, andcosts.On December 15, 2014, Innovative Memory Solutions, Inc. filed a patent infringement action against Micron in the U.S. District Court for the District ofDelaware. 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 Districtof Massachusetts. The complaint alleges that a variety of our DRAM products infringe two U.S. patents and seeks damages, injunctive relief, and other unspecifiedrelief.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 determinationthat our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectualproperty could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes. Any of the foregoing couldhave a material adverse effect on our business, results of operations, or financial condition.QimondaOn January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron and Micron Semiconductor B.V., ourNetherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The complaint seeks to void, under Section 133 of the GermanInsolvency Act, a share purchase agreement between Micron B.V. and Qimonda signed in fall 2008, pursuant to which Micron B.V. purchased substantially all ofQimonda's shares of Inotera (the62"Inotera Shares"), representing approximately 18% of Inotera's outstanding shares as of August 31, 2017 , and seeks an order requiring us to re-transfer thoseshares to the Qimonda estate. The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inoteraand 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 theshare 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 MicronB.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 itfrom ownership of the Inotera Shares, including in particular, any profits distributed on the Inotera Shares and all other benefits; (4) denying Qimonda's claimsagainst 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 Qimondaestate 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 thirdparties; 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 theInotera Shares. The interlocutory judgments have no immediate, enforceable effect on us, and, accordingly, we expect to be able to continue to operate with fullcontrol 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 appealscourt.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 inthe 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.OtherIn 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 notpossible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and theunique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverseeffect on our business, results of operations, or financial condition.Redeemable Convertible NotesUnder the terms of the indentures governing the 2033 Notes, upon conversion, we would be required to pay cash equal to the lesser of (1) the aggregateprincipal amount or (2) the conversion value of the notes being converted. To the extent the conversion value exceeds the principal amount, we could pay cash,shares of common stock, or a combination thereof, at our option, for the amount of such excess. The closing price of our common stock met the thresholds forconversion for the calendar quarter ended June 30, 2017; therefore, the 2033 Notes were convertible by the holders as of August 31, 2017 . As a result, the 2033Notes were classified as current debt and the aggregate difference between the principal amount and the carrying value of $21 million was classified as redeemableconvertible notes in the accompanying consolidated balance sheet as of August 31, 2017 . The closing price of our common stock did not meet the thresholds forthe calendar quarter ended June 30, 2016; therefore, the 2033 Notes were not convertible by the holders as of September 1, 2016 . Therefore, as of September 1,2016 , the 2033 Notes had been classified as noncurrent debt and the aggregate difference between the principal amount and the carrying value had been classifiedas additional capital.EquityMicron Shareholders' EquityCommon Stock Issuance : In October 2017, subsequent to the end of 2017, we issued 34 million shares of our common stock for $41.00 per share in a publicoffering, for net proceeds of $1.36 billion , net of underwriting fees and other offering costs.63Common Stock Repurchases : Our Board has authorized the discretionary repurchase of up to $1.25 billion of our outstanding common stock in open-market purchases, block trades, privately-negotiated transactions, or derivative transactions. Through 2017, we had repurchased a total of 49 million shares for $956 million through open-market transactions pursuant to such authorization. The shares received in all periods were recorded as treasury stock. Repurchases aresubject to market conditions and our ongoing determination of the best use of available cash.Treasury Stock : In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya for $986 million in cash, of which 54million shares were issued from treasury stock. As a result, in 2017, treasury stock decreased by $1.03 billion while retained earnings decreased by $104 millionfor the difference between the carrying value of the treasury stock and its $925 million fair value.Outstanding Capped Calls : We entered into capped call transactions in connection with certain of our convertible notes which are intended to reduce theeffect 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 isabove strike prices on the expiration dates. As of August 31, 2017 , the dollar value of cash or shares that we would receive from our outstanding capped calls upontheir expiration dates range from $0 , if the trading price of our stock is below strike prices for all capped calls at expiration, to $527 million , if the trading price ofour 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 maximumvalue at expiration.The following table presents information related to outstanding capped calls as of August 31, 2017 :Capped Calls Strike Price Weighted-Average CapPrice UnderlyingCommonShares Value at Expiration Expiration Dates Minimum Maximum2032C Nov 2016–Nov 2017 $9.80 $15.69 25 $— $1472032D Nov 2016–May 2018 10.16 15.91 32 — 1842033E Jan 2018–Feb 2018 10.93 14.51 27 — 982033F Jan 2020–Feb 2020 10.93 14.51 27 — 98 111 $— $527Expiration of Capped Calls : In 2017, we cash-settled and share-settled separate expirations of portions of our capped calls, and received $125 million in cashand 4 million shares (equal to a value of $67 million ) based on the volume-weighted trading stock prices at the expiration dates. In 2016 and 2015, we share-settled expirations of portions of our capped calls and received 2 million shares of our stock (equal to a value of $23 million ) and 3 million shares of our stock(equal to a value of $50 million ), respectively. The shares received in all periods were recorded as treasury stock.Shareholder Rights Plan : On January 18, 2017, our shareholders approved a Section 382 Rights Agreement (the "Rights Agreement"), under which ourshareholders of record as of the close of business on August 1, 2016 received one right for each share of common stock outstanding, which entitles certainshareholders to purchase additional shares of our common stock at a significant discount in the event of certain transactions that may result in an ownershipchange, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur when thepercentage of our ownership by one or more 5% shareholders has increased by more than 50% at any time during the prior three years. Rights will attach to allshares of the Company’s common stock issued prior to the earlier of the rights’ distribution date or expiration date as set forth in the Rights Agreement. Pursuant tothe Rights Agreement, if a shareholder (or group) acquires beneficial ownership of 4.99% or more of the outstanding shares of our common stock without priorapproval of our Board or without meeting certain customary exceptions, the rights (other than rights held by the acquiring shareholder (or group) and certainrelated persons) would become exercisable. The Rights Agreement is intended to avoid an adverse ownership change, thereby preserving our current ability toutilize certain net operating loss and credit carryforwards; however, there is no assurance that the Rights Agreement will prevent all transfers that could result insuch an ownership change.64Accumulated Other Comprehensive Income (Loss) : Changes in accumulated other comprehensive (loss) by component for the year ended August 31, 2017were as follows: CumulativeForeign CurrencyTranslationAdjustments Gains (Losses) onDerivativeInstruments, Net Pension LiabilityAdjustments TotalAs of September 1, 2016 $(49) $2 $12 $(35)Other comprehensive income 27 15 4 46Amount reclassified out of accumulated other comprehensiveincome 21 1 (1) 21Tax effects — (1) (2) (3)Other comprehensive income 48 15 1 64As of August 31, 2017 $(1) $17 $13 $29Noncontrolling Interests in SubsidiariesAs of 2017 2016 NoncontrollingInterest Balance NoncontrollingInterest Percentage NoncontrollingInterest Balance NoncontrollingInterest PercentageIMFT $832 49% $832 49%Other 17 Various 16 Various $849 $848 IMFT : Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel to manufacture memory products exclusively for its members, whoshare the output of IMFT in proportion to their investment under a long-term supply agreement at prices approximating cost. In 2017, IMFT began to transition itsmanufacturing from NAND to 3D XPoint memory products. IMFT is governed by a Board of Managers, for which the number of managers appointed by eachmember varies based on the members' respective ownership interests. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights.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 anamount equal to the noncontrolling interest balance attributable to Intel at such time either member exercises its right. If Intel exercises its put right, we can elect toset the closing date of the transaction to be any time within two years following such election by Intel and can elect to receive financing of the purchase price fromIntel for one to two years from the closing date. Creditors of IMFT have recourse only to IMFT's assets and do not have recourse to any other of our assets.IMFT manufactures memory products using designs and technology we develop with Intel. We generally share with Intel the costs of product design andprocess development activities for NAND and 3D XPoint memory at IMFT and our other facilities. Our R&D expenses were reduced by reimbursements fromIntel of $213 million , $205 million , and $224 million for 2017 , 2016 , and 2015 , respectively.Non-Trade sales primarily consists of NAND and 3D XPoint memory products manufactured and sold to Intel through IMFT and were $553 million , $501million , and $463 million for 2017 , 2016 , and 2015 , respectively.65The following table presents the assets and liabilities of IMFT included in our consolidated balance sheets:As of 2017 2016Assets Cash and equivalents $87 $98Receivables 81 89Inventories 128 68Other current assets 7 6Total current assets 303 261Property, plant, and equipment, net 1,852 1,792Other noncurrent assets 49 50Total assets $2,204 $2,103 Liabilities Accounts payable and accrued expenses $299 $175Deferred income 6 7Current debt 19 16Total current liabilities 324 198Long-term debt 75 66Other noncurrent liabilities 88 94Total liabilities $487 $358Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.The table below presents IMFT's distributions to and contributions from its members for 2016 and 2015. There were no distributions or contributions for 2017.For the year ended 2016 2015IMFT distributions to Micron $36 $6IMFT distributions to Intel 34 6Micron contributions to IMFT 38 148Intel contributions to IMFT 37 142Restrictions on Net AssetsAs a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings continue, MMJ is subject to certainrestrictions on dividends, loans, and advances. In addition, the 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and/orMTTW to distribute cash dividends. Also, our ability to access the cash and other assets of IMFT through dividends, loans, or advances, including to finance ourother operations, is subject to agreement by Intel. As a result, our total restricted net assets (excluding intercompany balances and noncontrolling interests) as ofAugust 31, 2017 were $3.65 billion for the MMJ Group, $2.22 billion for MSTW and MTTW, and $885 million for IMFT. As of August 31, 2017 , the MMJGroup held cash and equivalents of $580 million , MSTW and MTTW held an aggregate of $56 million , and IMFT held $87 million .Fair Value MeasurementsAccounting standards establish three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities(referred to as Level 1), inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservableinputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).All of our marketable debt and equity investments (excluding equity method investments) were classified as available-for-sale and carried at fair value. Inconnection with our repurchases of our convertible notes in 2016 and 2015 , we determined the fair value of the debt components, as if they were stand-aloneinstruments, using interest rates for similar nonconvertible debt66issued by entities with credit ratings comparable to ours (Level 2). Amounts reported as cash and equivalents, receivables, and accounts payable and accruedexpenses approximate fair value. The estimated fair value and carrying value of our outstanding debt instruments (excluding the carrying value of equity andmezzanine equity components of our convertible notes) were as follows:As of 2017 2016 FairValue CarryingValue FairValue CarryingValueNotes and MMJ Creditor Payments$8,793 $8,423 $7,257 $7,050Convertible notes 3,901 1,521 2,408 1,454The fair values of our convertible notes were determined based on inputs that were observable in the market or that could be derived from, or corroboratedwith, observable market data, including the trading price of our convertible notes when available, our stock price, and interest rates based on similar debt issued byparties with credit ratings similar to ours (Level 2). The fair values of our other debt instruments were estimated based on discounted cash flows using inputs thatwere observable in the market or that could be derived from, or corroborated with, observable market data, 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 (Level 2).Derivative InstrumentsWe use derivative instruments to manage our exposure to changes in currency exchange rates from our monetary assets and liabilities denominated incurrencies other than the U.S. dollar. We do not use derivative instruments for speculative purpose.Derivative Instruments without Hedge Accounting DesignationCurrency Derivatives : To hedge our exposures of monetary assets and liabilities to changes in currency exchange rates, we generally utilize a rolling hedgestrategy with currency forward contracts that mature within nine months. In addition, to mitigate the risk of the yen strengthening against the U.S. dollar withrespect to our MMJ Creditor Payments due in December 2017 and 2018, we have forward contracts to purchase 18 billion yen in December 2017 and 28 billionyen in December 2018. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured intoU.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 bidand ask prices of dealers or exchange quotations (Level 2).Convertible Notes Settlement Obligations :In August 2017, holders of our certain of our 2033E Notes converted their notes. For converted notes with an aggregate principal amount of $16 million , weelected to settle the conversion obligation in excess of the principal amount in cash. As a result, those settlement obligations became derivative debt liabilitiessubject 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.The fair values of the underlying derivative settlement obligations were initially determined using the Black-Scholes option valuation model (Level 2), whichrequires inputs of stock price, expected stock-price volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent measurements andfinal settlement amounts of our convertible notes settlement obligations were based on the volume-weighted-average stock price (Level 1). Changes in fair valuesof the derivative settlement obligations were included in other non-operating income (expense), net.67Total notional amounts and gross fair values for derivative instruments without hedge accounting designation were as follows: NotionalAmount (1) Fair Value ofCurrent Assets(2) CurrentLiabilities (3) Noncurrent Assets(4)As of August 31, 2017 Currency forward contracts New Taiwan dollar $2,921 $22 $(2) $—Yen 1,209 5 — 1Euro 368 5 (2) —Singapore dollar 324 1 — —Other 25 1 (1) — $4,847 Convertible notes settlement obligation 2 — (47) — $34 $(52) $1 As of September 1, 2016 Currency forward contracts Yen $1,668 $— $(10) $—Euro 93 — — —Singapore dollar 206 — — —Other 85 — (1) — $2,052 $— $(11) $—(1) Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares.(2) Included in receivables – other.(3) Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations.(4) Included in other noncurrent assets.Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the change in the underlying monetaryassets and liabilities due to changes in currency exchange rates are included in other non-operating income (expense). For derivative instruments without hedgeaccounting designation, recognized gains (losses) were as follows:For the year ended 2017 2016 2015Foreign exchange contracts $(45) $185 $(64)Convertible notes settlement obligations (2) — 7Derivative Instruments with Cash Flow Hedge Accounting DesignationCurrency Derivatives : We may utilize currency forward contracts that generally mature within 12 months to hedge our exposure to changes in cash flowsfrom changes in currency exchange rates for certain capital expenditures. Currency forward contracts are measured at fair value based on market-based observableinputs including currency exchange spot and forward rates, interest rates, and credit-risk spreads (Level 2).68For derivative instruments designated as cash flow hedges, the effective portion of the realized and unrealized gain or loss on the derivatives is included as acomponent of accumulated other comprehensive income (loss). Amounts in accumulated other comprehensive income (loss) are reclassified into earnings in thesame line items and in the same periods in which the underlying transactions affect earnings. The ineffective and excluded portion of the realized and unrealizedgain or loss is included in other non-operating income (expense). Total notional amounts and gross fair values for derivative instruments with cash flow hedgeaccounting designation were as follows: Notional Amount(in U.S. Dollars) Fair Value Current Assets (1) Current Liabilities(2)As of August 31, 2017 Yen $258 $4 $—Euro 198 13 — $456 $17$—As of September 1, 2016 Yen $107 $2 $(1)Euro 65 — (1) $172 $2$(2)(1) Included in receivables – other.(2) Included in accounts payable and accrued expenses – other.We recognized gains of $15 million and $10 million , and losses of $10 million , for 2017 , 2016 , and 2015 , respectively, in accumulated othercomprehensive income (loss) from the effective portion of cash flow hedges. Neither the ineffective portions of cash flow hedges recognized in other non-operating income (expense) nor the reclassifications from accumulated other comprehensive income (loss) to earnings were material in 2017 , 2016 , or 2015 . Theamounts from cash flow hedges included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings in the next 12 monthswere not material.Derivative Counterparty Credit Risk and Master Netting ArrangementsOur derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms of the contracts. Our maximum exposure toloss due to credit risk if counterparties fail completely to perform according to the terms of the contracts would generally equal the fair value of assets for thesecontracts as listed in the tables above. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk acrossmultiple financial institutions. As of August 31, 2017 and September 1, 2016 , amounts netted under our master netting arrangements were not material.Equity PlansAs of August 31, 2017 , 101 million shares of our common stock were available for future awards under our equity plans.69Stock OptionsOur stock options are generally exercisable in increments of either one-fourth or one-third per year beginning one year from the date of grant. Stock optionsissued after February 2014 expire eight years from the date of grant. Options issued prior to February 2014 expire six years from the date of grant. Option activityfor 2017 is summarized as follows: Number of Shares Weighted-AverageExercise Price PerShare Weighted-AverageRemainingContractual Life(In Years) Aggregate IntrinsicValueOutstanding as of September 1, 2016 42 $16.37 Granted 8 19.61 Exercised (14) 10.17 Canceled or expired (3) 22.55 Outstanding as of August 31, 2017 33 19.32 4.4 $438 Exercisable as of August 31, 2017 17 $17.44 2.7 $255Unvested as of August 31, 2017 16 21.25 6.2 183The total intrinsic value was $198 million , $52 million , and $229 million for options exercised in 2017 , 2016 , and 2015 , respectively.Stock options granted and assumptions used in the Black-Scholes option valuation model were as follows:For the year ended 2017 2016 2015Stock options granted 8 8 8Weighted-average grant-date fair value per share $8.68 $6.94 $14.79Average expected life in years 5.5 5.5 5.6Weighted-average expected volatility 46% 47% 45%Weighted-average risk-free interest rate 1.8% 1.7% 1.7%Stock price volatility was based on an average of historical volatility and the implied volatility derived from traded options on our stock. The expected lives ofoptions granted were based, in part, on historical experience and on the terms and conditions of the options. The risk-free interest rates utilized were based on theU.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values.70Restricted Stock and Restricted Stock Units ("Restricted Stock Awards")As of August 31, 2017 , there were 19 million shares of Restricted Stock Awards outstanding, of which 3 million were performance-based or market-based.For service-based Restricted Stock Awards, restrictions generally lapse in one-fourth increments during each year of employment after the grant date. Vesting forperformance-based awards is contingent upon the Company meeting a specified return on assets ("ROA"), as defined, over a three -year performance period andvesting for market-based Restricted Stock Awards is contingent upon the Company achieving total shareholder return ("TSR") relative to the companies includedin the S&P 500 over a three -year performance period. At the end of the performance period, the number of actual shares to be awarded will vary between 0% and200% of target amounts, depending upon the achievement level of the specified ROA or TSR. Restricted Stock Awards activity for 2017 is summarized as follows: Number of Shares Weighted-AverageGrant Date FairValue Per ShareOutstanding as of September 1, 2016 18 $20.24Granted 8 18.77Restrictions lapsed (6) 19.53Canceled (1) 20.59Outstanding as of August 31, 2017 19 19.78For the year ended 2017 2016 2015Restricted stock award shares granted 8 10 7Weighted-average grant-date fair value per share $18.77 $15.40 $32.60Aggregate vesting-date fair value of shares vested $115 $71 $155Stock-based Compensation ExpenseFor the year ended 2017 2016 2015Stock-based compensation expense by caption Cost of goods sold $88 $76 $64Selling, general, and administrative 75 66 61Research and development 52 49 42Other — — 1 $215 $191 $168 Stock-based compensation expense by type of award Stock options $71 $79 $81Restricted stock awards 144 112 87 $215 $191 $168Stock-based compensation expense of $20 million and $18 million was capitalized and remained in inventory as of August 31, 2017 and September 1, 2016 ,respectively. As of August 31, 2017 , $341 million of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, wasexpected to be recognized through the fourth quarter of 2021 , resulting in a weighted-average period of 1.2 years.71Employee Benefit PlansWe have employee retirement plans at our U.S. and international sites. Details of the more significant plans are discussed as follows:Employee Savings Plan for U.S. EmployeesWe have a 401(k) retirement plan under which U.S. employees may contribute up to 75% of their eligible pay (subject to IRS annual contribution limits) tovarious savings alternatives, none of which include direct investment in our stock. We match in cash eligible contributions from employees up to 5% of theemployee's annual eligible earnings. Contribution expense for the 401(k) plans was $52 million , $54 million , and $55 million in 2017 , 2016 , and 2015 ,respectively.Retirement PlansWe have pension plans in various countries available to local employees which are generally government mandated. As of August 31, 2017 , the projectedbenefit obligations of our plans were $175 million and plan assets were $150 million . As of September 1, 2016 , the projected benefit obligations of our plans were$167 million and plan assets were $131 million . Pension expense was not material for 2017 , 2016 , or 2015 .Restructure and Asset ImpairmentsIn separate transactions in 2017, we sold our assembly and test facility located in Akita, Japan and our 40% ownership interest in Tera Probe; assets associatedwith our 200mm fabrication facility in Singapore; and assets related to Lexar. As a result, we recognized gains of $15 million in 2017 and expect to recognize anadditional gain of approximately $100 million in 2019 upon the completion of the sale of the Singapore facility.In 2016, we initiated a restructure plan in response to business conditions and the need to accelerate focus on our key priorities. The plan included theelimination of certain projects and programs, the permanent closure of a number of open headcount requisitions, workforce reductions in certain areas of ourbusiness, and other non-headcount related spending reductions. As a result, we incurred charges of $33 million in 2017 and $58 million in 2016 and do not expectto incur additional material charges. As of September 1, 2016, we had accrued liabilities of $24 million related to the plan, which was paid in 2017.Other Operating (Income) Expense, NetFor the year ended 2017 2016 2015(Gain) loss on disposition of property, plant, and equipment $(22) $(4) $(17)Other 5 (2) (28) $(17) $(6) $(45)Other Non-Operating Income (Expense), NetFor the year ended 2017 2016 2015Loss on debt repurchases and conversions $(100) $(4) $(49)Loss from changes in currency exchange rates (74) (24) (27)Gain on remeasurement of previously-held equity interest in Inotera 71 — —Other (9) (26) 23 $(112) $(54) $(53)In 2016, we recognized other non-operating expense of $30 million to write off indemnification receivables upon the resolution of uncertain tax positions.72Income TaxesFor the year ended 2017 2016 2015Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests,and equity in net income (loss) of equity method investees Foreign $5,252 $(353) $2,431U.S. (56) 72 178 $5,196 $(281) $2,609 Income tax (provision) benefit Current Foreign $(152) $(27) $(93)State (1) (1) (1)U.S. federal — — 6 (153) (28) (88)Deferred Foreign 39 (32) (85)State — 2 1U.S. federal — 39 15Income tax (provision) benefit $(114) $(19) $(157)Income tax (provision) benefit computed using the U.S. federal statutory rate reconciled to income tax (provision) benefit was as follows:For the year ended 2017 2016 2015U.S. federal income tax (provision) benefit at statutory rate $(1,819) $98 $(913)Foreign tax rate differential 1,571 (300) 515Change in valuation allowance 64 63 260Change in unrecognized tax benefits 12 52 (118)Tax credits 66 48 53Noncontrolling investment transactions — — 57Other (8) 20 (11)Income tax (provision) benefit $(114) $(19) $(157)We operate in a number of tax jurisdictions, including Singapore and Taiwan, where our earnings are indefinitely reinvested and are taxed at lower effectivetax rates than the U.S. statutory rate and in a number of locations outside the United States, including Singapore, where we have tax incentive arrangements that areconditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements, which expire in whole or inpart at various dates through 2030, reduced our tax provision by $742 million (benefiting our diluted earnings per share by $0.64 ) for 2017 , were not material in2016 , and by $338 million ( $0.29 per diluted share) for 2015 .73Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income taxpurposes as well as carryforwards. Deferred tax assets and liabilities consist of the following:As of 2017 2016Deferred tax assets Net operating loss and tax credit carryforwards $3,426 $3,014Accrued salaries, wages, and benefits 211 142Other accrued liabilities 59 76Other 86 65Gross deferred tax assets 3,782 3,297Less valuation allowance (2,321) (2,107)Deferred tax assets, net of valuation allowance 1,461 1,190 Deferred tax liabilities Debt discount (145) (170)Property, plant, and equipment (300) (135)Unremitted earnings on certain subsidiaries (123) (121)Product and process technology (85) (81)Other (59) (28)Deferred tax liabilities (712) (535) Net deferred tax assets $749 $655 Reported as Deferred tax assets $766 $657Deferred tax liabilities (included in other noncurrent liabilities) (17) (2)Net deferred tax assets $749 $655We continually assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not that existing deferred tax assets willbe realized. As of August 31, 2017 and September 1, 2016, we had a valuation allowance of $1.52 billion and $1.16 billion , respectively, against U.S. net deferredtax assets, primarily related to net operating loss and tax credit carryforwards. Income taxes on U.S. operations for 2017 , 2016 , and 2015 were substantially offsetby changes in the valuation allowance. We had valuation allowances against net deferred tax assets, primarily related to net operating loss carryforwards, for oursubsidiaries in Japan and for our other foreign subsidiaries, of $627 million and $172 million , respectively, as of August 31, 2017 , and $765 million and $177million , respectively, as of September 1, 2016. Changes in the valuation allowance were due to the effect of income or loss in the United States, changes in foreigncurrency, adjustments based on management's assessment of foreign net operating losses that are more likely than not to be realized. Due to the adoption of ASU2016-09, we recognized deferred tax assets of $325 million offset by an equal increase in valuation allowance. See "Part II – Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."As of August 31, 2017 , our federal, state, and foreign net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were asfollows:Year of Expiration U.S. Federal State Japan Taiwan Other Foreign Total2018 - 2022 $— $27 $3,485 $473 $680 $4,6652023 - 2027 — 330 587 685 6 1,6082028 - 2032 3,027 1,277 — — — 4,3042033 - 2037 852 320 — — — 1,172Indefinite — — — 342 45 387 $3,879 $1,954 $4,072 $1,500 $731 $12,13674As of August 31, 2017 , our federal and state tax credit carryforward amounts and expiration periods, as reported to tax authorities, were as follows:Year of Tax Credit Expiration U.S. Federal State Total2018 - 2022 $48 $62 $1102023 - 2027 99 37 1362028 - 2032 64 76 1402033 - 2037 205 1 206Indefinite — 57 57 $416 $233 $649Provision has been made for deferred taxes on undistributed earnings of non-U.S. subsidiaries to the extent that dividend payments from such companies areexpected to result in additional tax liabilities. No provision has been made for taxes due on approximately $12.91 billion of the excess of the financial reportingamount over the tax basis of investments in foreign subsidiaries that are indefinitely reinvested. Generally, this amount becomes taxable upon a repatriation ofassets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of unrecognized deferred tax liabilities related to investments inthese foreign subsidiaries is not practicable.Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits:For the year ended 2017 2016 2015Beginning unrecognized tax benefits $304 $351 $228Increases due to the Inotera Acquisition 54 — —Increases related to tax positions taken in current year 15 5 119Foreign currency translation increases (decreases) to tax positions 2 — (6)Settlements with tax authorities (47) (47) (1)Expiration of statute of limitations (1) (5) (6)Increases related to tax positions from prior years — — 17Ending unrecognized tax benefits $327 $304 $351As of the date of the Inotera Acquisition, Inotera's net operating loss carryforwards were $654 million , which expire on various dates through 2023. Inconnection with the Inotera Acquisition, we assumed $54 million of uncertain tax positions. The decrease in unrecognized tax benefits in 2017 and 2016 isprimarily related to favorable resolution of certain tax matters.Included in the unrecognized tax benefits balance in the table above as of August 31, 2017 were $8 million of unrecognized income tax benefits, which ifrecognized, would affect our effective tax rate. The amount accrued for interest and penalties related to uncertain tax positions was not material for any periodpresented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of finalresolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months would not be material.We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various foreign jurisdictions throughout theworld. Our U.S. federal and state tax returns remain open to examination for 2013 through 2017 . In addition, tax returns that remain open to examination in Japanrange from the years 2011 to 2017 and in Singapore and Taiwan from 2012 to 2017. We believe that adequate amounts of taxes and related interest and penaltieshave been provided for, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations, orfinancial condition.75Earnings Per ShareFor the year ended 2017 2016 2015Net income (loss) attributable to Micron – Basic $5,089 $(276) $2,899Dilutive effect related to equity method investment — — (3)Net income (loss) attributable to Micron – Diluted $5,089 $(276) $2,896 Weighted-average common shares outstanding – Basic 1,089 1,036 1,070Dilutive effect of equity plans and convertible notes 65 — 100Weighted-average common shares outstanding – Diluted 1,154 1,036 1,170 Earnings (loss) per share Basic $4.67 $(0.27) $2.71Diluted 4.41 (0.27) 2.47Listed below are the potential common shares, as of the end of the periods shown, that could dilute basic earnings per share in the future that were notincluded in the computation of diluted earnings per share because to do so would have been antidilutive:For the year ended 2017 2016 2015Equity plans 21 60 18Convertible notes 26 119 18Segment InformationSegment information reported herein is consistent with how it is reviewed and evaluated by our chief operating decision maker. We have the following fourbusiness units, which are our reportable segments:Compute and Networking Business Unit ("CNBU") : Includes memory products sold into compute, networking, graphics, and cloud server markets.Storage Business Unit ("SBU") : Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. SBU also includesproducts sold to Intel through our IMFT joint venture.Mobile Business Unit ("MBU") : Includes memory products sold into smartphone, tablet, and other mobile-device markets.Embedded Business Unit ("EBU") : Includes memory products sold into automotive, industrial, connected home, and consumer electronics markets.Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating expenses (income)are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. In 2017, we revised the measure ofsegment profitability reviewed by our chief operating decision maker and, as a result, certain items are no longer allocated to our business units. Comparativeperiods have been revised to reflect these changes. Items not allocated are identified in the table below.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 equitymethod investments, interest, other non-operating income or expense items, or taxes to segments. As of August 31, 2017, CNBU, MBU, SBU, and EBU hadgoodwill of $832 million , $198 million , $101 million , and $97 million , respectively and as of September 1, 2016, SBU and CNBU had goodwill of $101 millionand $3 million , respectively.76For the year ended 2017 2016 2015Net sales CNBU $8,624 $4,529 $6,725SBU 4,514 3,262 3,687MBU 4,424 2,569 3,692EBU 2,695 1,939 1,999All Other 65 100 89 $20,322 $12,399 $16,192 Operating income (loss) CNBU $3,755 $(25) $1,549SBU 552 (123) (39)MBU 927 97 1,166EBU 975 473 459All Other 23 28 44 $6,232 $450 $3,179 Unallocated Stock-based compensation $(215) $(191) $(167)Restructure and asset impairments (18) (67) (3)Flow-through of Inotera inventory step up (107) — —Other (24) (24) (11) $(364) $(282) $(181) Operating income $5,868$168 $2,998Depreciation and amortization expense included in operating income was as follows:For the year ended 2017 2016 2015CNBU $1,344 $1,141 $1,053SBU 1,083 844 761MBU 926 580 512EBU 484 379 321All Other 13 20 9Unallocated 11 16 11 $3,861 $2,980 $2,667Product SalesFor the year ended 2017 2016 2015DRAM $12,963 $7,207 $10,339Trade NAND 6,228 4,138 4,811Non-Trade 553 501 463Other 578 553 579 $20,322 $12,399 $16,192Non-Trade primarily consists of NAND and 3D XPoint products manufactured and sold to Intel through IMFT under a long-term supply agreement at pricesapproximating cost. Information regarding products that combine both NAND and DRAM components is reported within Trade NAND. Other includes sales ofNOR and trade 3D XPoint products.77Certain ConcentrationsMarkets with concentrations of net sales were approximately as follows:For the year ended 2017 2016 2015Compute and graphics 20% 20% 25%Mobile 20% 20% 25%SSDs and other storage 20% 20% 20%Automotive, industrial, medical, and other embedded 15% 15% 10%Server 15% 10% 15%Sales to Kingston, as a percentage of total net sales, were 10% and 11% for 2017 and 2015 , respectively. Sales to Intel, including Non-Trade sales throughIMFT, as a percentage of total net sales, were 14% for 2016 and no other customer exceeded 10% of our total net sales. Substantially all of our sales to Kingstonwere included in our CNBU and SBU segments and substantially all of our sales to Intel were included in our SBU and CNBU segments.We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited number of suppliers are capable ofdelivering certain raw materials and production equipment that meet our standards and, in some cases, materials or production equipment are provided by a singlesupplier.Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit,fixed-rate debt securities, trade receivables, and derivative contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit theconcentration of credit exposure by restricting investments with any single obligor and monitoring credit risk of bank counterparties on an ongoing basis. Aconcentration of credit risk may exist with respect to receivables of certain customers. We perform ongoing credit evaluations of customers worldwide andgenerally do not require collateral from our customers. Historically, we have not experienced material losses on receivables. A concentration of risk may also existwith respect to derivatives as the number of counterparties to our currency hedges is limited and the notional amounts are relatively large. We seek to mitigate suchrisk by limiting our counterparties to major financial institutions and through entering into master netting arrangements. Capped calls expose us to credit risk to theextent the counterparties may be unable to meet the terms of the agreements. We seek to mitigate such risk by limiting our counterparties to major financialinstitutions and by spreading the risk across several major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from thistype of credit risk is monitored on an ongoing basis.Geographic InformationGeographic net sales based on customer ship-to location were as follows:For the year ended 2017 2016 2015China $10,388 $5,301 $6,658United States 2,763 1,925 2,565Taiwan 2,544 1,521 2,241Asia Pacific (excluding China and Japan) 1,808 1,610 2,037Europe 1,360 937 1,248Japan 1,025 831 1,026Other 434 274 417 $20,322 $12,399 $16,19278Net property, plant, and equipment by geographic area was as follows:As of 2017 2016Taiwan $6,519 $2,081Singapore 5,261 5,442United States 4,253 3,890Japan 2,827 2,685China 453 491Other 118 97 $19,431 $14,686Quarterly Financial Information (Unaudited)(in millions except per share amounts)2017 Fourth Quarter Third Quarter Second Quarter First QuarterNet sales $6,138 $5,566 $4,648 $3,970Gross margin 3,112 2,609 1,704 1,011Operating income 2,502 1,963 1,044 359Net income 2,369 1,647 894 180Net income attributable to Micron 2,368 1,647 894 180 Earnings per share Basic $2.13 $1.49 $0.81 $0.17Diluted 1.99 1.40 0.77 0.16The second quarter of 2017 includes Inotera's results of operations from the December 6, 2016 acquisition date as well as a non-operating gain of $71 millionfor the revaluation of our previously-held 33% equity interest in Inotera to its fair value. (See "Acquisition of Inotera" note.) Results of operations in the fourth andthird quarters of 2017 included losses of $37 million and $61 million , respectively, related to the repurchases and conversions of debt.2016 Fourth Quarter Third Quarter Second Quarter First QuarterNet sales $3,217 $2,898 $2,934 $3,350Gross margin 579 498 579 849Operating income (loss) (32) (27) (5) 232Net income (loss) (170) (215) (96) 206Net income (loss) attributable to Micron (170) (215) (97) 206 Earnings (loss) per share Basic $(0.16) $(0.21) $(0.09) $0.20Diluted (0.16) (0.21) (0.09) 0.19Results of operations in the fourth quarter of 2016 included charges of $58 million related to restructure activities initiated in 2016.79Report of Independent Registered Public Accounting FirmTo the Board of Directors and Shareholders of Micron Technology, Inc.In our opinion, the consolidated financial statements listed in the index appearing under Item 8 present fairly, in all material respects, the financial position ofMicron Technology, Inc. and its subsidiaries as of August 31, 2017 and September 1, 2016, and the results of their operations and their cash flows for each of thethree years in the period ended August 31, 2017 in conformity with accounting principles generally accepted in the United States of America. In addition, in ouropinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth thereinwhen read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effectiveinternal control over financial reporting as of August 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements andfinancial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control overfinancial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to expressopinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integratedaudits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effectiveinternal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, andevaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our auditsprovide a reasonable basis for our opinions.A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financialreporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactionsand dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.As described in Management's Report on Internal Control over Financial Reporting, management has excluded Inotera Memories, Inc. ("Inotera") from itsassessment of internal control over financial reporting as of August 31, 2017, because it was acquired by the Company in a purchase business combination duringthe fiscal year ended August 31, 2017. We have also excluded Inotera from our audit of internal control over financial reporting. Inotera is a wholly-ownedsubsidiary whose total assets and total revenues excluded from management's assessment and our audit of internal control over financial reporting represent 11%and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2017./s/ PricewaterhouseCoopers LLPSan Jose, CaliforniaOctober 26, 201780ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURENone.ITEM 9A. CONTROLS AND PROCEDURESAn evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principalfinancial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principalfinancial officer concluded that those disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports thatwe file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and formsand that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allowtimely decision regarding disclosure.On December 6, 2016, we acquired the remaining 67% interest in Inotera and began consolidating Inotera. As a result, we are currently integrating Inotera'soperations into our overall internal control over financial reporting. Under the guidelines established by the Securities and Exchange Commission, companies arepermitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating theacquired company, and accordingly, we expect to exclude Inotera from the assessment of internal control over financial reporting during that time.During the fourth quarter of 2017 , there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likelyto materially affect, our internal control over financial reporting.Management's Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies andprocedures that (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on ourfinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, managementconcluded that our internal control over financial reporting was effective as of August 31, 2017 . The effectiveness of our internal control over financial reportingas of August 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which isincluded in Part II, Item 8, of this Form 10-K.Management's evaluation of the effectiveness of its internal control over financial reporting as of August 31, 2017 has excluded Inotera from its assessment ofinternal control over financial reporting as of August 31, 2017 because it was acquired by us in a business combination on December 6, 2016. Inotera is a wholly-owned subsidiary whose total assets and total revenues represent 11% and 0%, respectively, of the related consolidated financial statement amounts as of and forthe year ended August 31, 2017.81ITEM 9B. OTHER INFORMATIONNone.PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESCertain information concerning our executive officers is included under the caption, "Directors and Executive Officers of the Registrant," in Part I, Item 1 ofthis report. Other information required by Items 10, 11, 12, 13, and 14 will be contained in our Proxy Statement which will be filed with the Securities andExchange Commission within 120 days after August 31, 2017 and is incorporated herein by reference.82PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a) The following documents are filed as part of this report:1. Financial Statements: See Index to Consolidated Financial Statements under Item 8.2. Financial Statement Schedules:Schedule I – Condensed Financial Information of the RegistrantSchedule II – Valuation and Qualifying AccountsCertain Financial Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwiseincluded.3. Exhibits.83SCHEDULE ICONDENSED FINANCIAL INFORMATION OF THE REGISTRANTMICRON TECHNOLOGY, INC.(Parent Company Only)CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(in millions)For the year ended August 31, 2017 September 1, 2016 September 3, 2015Net sales $5,652 $5,529 $5,547 Costs and expenses Cost of goods sold 3,478 3,625 3,329Selling, general, and administrative 331 266 299Research and development 1,551 1,500 1,483Other operating (income) expense, net — 26 (12)Total costs and expenses 5,360 5,417 5,099 Operating income 292 112 448 Interest income (expense), net (366) (348) (273)Other non-operating income (expense), net (69) 182 (85) (143) (54) 90 Income tax (provision) benefit 22 10 38Equity in earnings (loss) of subsidiaries 5,210 (224) 2,773Equity in net loss of equity method investees — (8) (2)Net income (loss) attributable to Micron 5,089 (276) 2,899Other comprehensive income (loss) 64 (48) (43)Comprehensive income (loss) attributable to Micron $5,153 $(324) $2,856See accompanying notes to condensed financial statements.84SCHEDULE ICONDENSED FINANCIAL INFORMATION OF THE REGISTRANTMICRON TECHNOLOGY, INC.(Parent Company Only)CONDENSED BALANCE SHEETS(in millions except par value amounts)As of August 31, 2017 September 1, 2016Assets Cash and equivalents $2,197 $2,716Short-term investments 319 258Receivables 112 102Notes and accounts receivable from subsidiaries 1,470 1,159Finished goods 47 49Work in process 215 244Raw materials and supplies 89 91Other current assets 42 54Total current assets 4,491 4,673Investment in subsidiaries 18,169 12,897Long-term marketable investments 617 414Noncurrent notes receivable from and prepaid expenses to subsidiaries 616 709Property, plant, and equipment, net 2,330 2,026Other noncurrent assets 335 412Total assets $26,558 $21,131 Liabilities and equity Accounts payable and accrued expenses $929 $916Short-term debt and accounts payable to subsidiaries 700 314Current debt 530 75Other current liabilities 9 16Total current liabilities 2,168 1,321Long-term debt 5,320 7,313Other noncurrent liabilities 428 417Total liabilities 7,916 9,051 Commitments and contingencies Redeemable convertible notes 21 — Micron shareholders' equity Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094issued and 1,040 outstanding as of September 1, 2016) 112 109Other equity 18,509 11,971Total Micron shareholders' equity 18,621 12,080Total liabilities and equity $26,558 $21,131See accompanying notes to condensed financial statements.85SCHEDULE ICONDENSED FINANCIAL INFORMATION OF THE REGISTRANTMICRON TECHNOLOGY, INC.(Parent Company Only)CONDENSED STATEMENTS OF CASH FLOWS(in millions)For the year ended August 31, 2017 September 1, 2016 September 3, 2015Net cash provided by operating activities $1,073 $836 $995 Cash flows from investing activities Purchases of available-for-sale securities (1,239) (859) (1,799)Expenditures for property, plant, and equipment (694) (651) (609)Payments to settle hedging activities (279) (155) (135)Cash contributions to subsidiaries (2) (111) (151)Cash paid for acquisitions — (216) (57)Proceeds from sales of available-for-sale securities 776 1,015 1,045Proceeds from settlement of hedging activities 195 337 78Proceeds from maturities of available-for-sale securities 194 582 536(Payments) proceeds on loans to subsidiaries, net 54 (550) 65Cash distributions from subsidiaries 33 47 33Other 7 72 (7)Net cash provided by (used for) investing activities (955) (489) (1,001) Cash flows from financing activities Repayments of debt (1,711) (332) (1,645)Payments of licensing obligations (83) (83) (82)Cash paid to acquire treasury stock (35) (148) (884)Proceeds from issuance of stock to Nanya 986 — —Proceeds from issuance of stock under equity plans 142 48 74Proceeds from settlement of capped calls 125 — —Proceeds from issuance of debt — 1,993 2,050Proceeds from equipment sale-leaseback transactions — 216 —Other (69) (46) (36)Net cash provided by (used for) financing activities (645) 1,648 (523) Effect of changes in currency exchange rates on cash, cash equivalents, and restrictedcash 8 — — Net increase (decrease) in cash, cash equivalents, and restricted cash (519) 1,995 (529)Cash, cash equivalents, and restricted cash at beginning of period 2,716 721 1,250Cash, cash equivalents, and restricted cash at end of period $2,197 $2,716 $721See accompanying notes to condensed financial statements.86MICRON TECHNOLOGY, INC.SCHEDULE ICONDENSED FINANCIAL INFORMATION OF THE REGISTRANTNOTES TO CONDENSED FINANCIAL STATEMENTS(All tabular amounts in millions)Basis of PresentationMicron, a Delaware corporation, was incorporated in 1978. Micron is the parent company of its consolidated subsidiaries and, together with its consolidatedsubsidiaries, is a global leader in advanced semiconductor systems. These condensed financial statements have been prepared on a parent-only basis, and as such,reflect transactions in a manner that may be different than the consolidated financial statements. Under this parent-only presentation, Micron's investments in itsconsolidated subsidiaries are presented under the equity method of accounting. In accordance with Rule 12-04 of Regulation S-X, these parent-only financialstatements do not include all of the information and footnotes required by Generally Accepted Accounting Principles (GAAP) in the United States for annualfinancial statements. Because these parent-only financial statements and notes do not include all of the information and footnotes required by GAAP in the UnitedStates for annual financial statements, they should be read in conjunction with Micron's audited Consolidated Financial Statements contained within Part II, Item 8of this Annual Report on Form 10-K for the year ended August 31, 2017 .Debt 2017 2016Instrument StatedRate Effective Rate Current Long-Term Total Current Long-Term TotalCapital lease obligations N/A 3.34% $45 $126 $171 $70 $171 $2412022 Notes 5.88% 6.14% — — — — 590 5902022 Term Loan B 3.80% 4.22% 5 725 730 5 730 7352023 Notes 5.25% 5.43% — 991 991 — 990 9902023 Secured Notes 7.50% 7.69% — 1,238 1,238 — 1,237 1,2372024 Notes 5.25% 5.38% — 546 546 — 546 5462025 Notes 5.50% 5.56% — 515 515 — 1,139 1,1392026 Notes 5.63% 5.73% — 128 128 — 446 4462032C Notes (1) 2.38% 5.95% — 211 211 — 204 2042032D Notes (1) 3.13% 6.33% — 159 159 — 154 1542033E Notes (1)(2) 1.63% 4.50% 202 — 202 — 168 1682033F Notes (1) 2.13% 4.93% 278 — 278 — 271 2712043G Notes (3) 3.00% 6.76% — 671 671 — 657 657Other notes 1.65% 1.65% — 10 10 — 10 10 $530 $5,320 $5,850 $75 $7,313 $7,388(1) Since the closing price of Micron's common stock exceeded 130% of the conversion price per share for at least 20 trading days in the 30 trading-dayperiod ended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price ofMicron's common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by theholders through December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to paycash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.(2) The net carrying amount for 2017 included $31 million of derivative debt liabilities recognized as a result of our election to settle entirely in cashconverted notes with an aggregate principal amount of $16 million . See "Convertible Senior Notes" below.(3) The 2043G Notes have an original principal amount of $820 million that accretes up to $917 million through the expected term in November 2028 and$1.03 billion at maturity in 2043.87Micron's convertible and other senior notes are unsecured obligations that rank equally in right of payment with all of Micron's other existing and futureunsecured indebtedness, and are effectively subordinated to all of its other existing and future secured indebtedness, to the extent of the value of the assets securingsuch indebtedness. As of August 31, 2017 , Micron had $3.70 billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of itsconvertible notes and the 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes, that was structurally subordinated to all liabilities of its subsidiaries, includingtrade payables. The terms of all of Micron's indebtedness generally contain cross payment and cross acceleration provisions. As of August 31, 2017 , Micron hadguaranteed $4.16 billion of certain debt obligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments (see "Commitments" below.) Micron'sguarantees of its subsidiary debt obligations are unsecured obligations ranking equally in right of payment with all of Micron's other existing and future unsecuredindebtedness.The 2022 Term Loan B and 2023 Secured Notes are collateralized by substantially all of the assets of Micron and MSP, a subsidiary of Micron, subject tocertain permitted liens on such assets. Included in Micron's balance sheet as of August 31, 2017 were $8.36 billion of assets which collateralize these notes, whichincludes $2.14 billion investment in subsidiaries. The 2022 Term Loan B Notes and 2023 Secured Notes are structurally subordinated to the indebtedness and otherliabilities of all of Micron's subsidiaries that do not guarantee these debt obligations. MSP guarantees both of these notes.Capital Lease ObligationsAs of August 31, 2017 and September 1, 2016 , Micron had production equipment with carrying values of $155 million and $226 million , respectively, undercapital leases.Convertible Senior Notes, Senior Secured Notes, and Unsecured Senior NotesFor further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."Maturities of Notes Payable and Future Minimum Lease PaymentsAs of August 31, 2017 , maturities of notes payable and future minimum lease payments under capital lease obligations were as follows: Notes Payable Capital LeaseObligations2018 $211 $512019 231 442020 305 562021 195 322022 713 —2023 and thereafter 4,365 —Unamortized discounts and interest, respectively (341) (12) $5,679 $171CommitmentsMicron has provided various financial guarantees issued in the normal course of business on behalf of its subsidiaries. These contracts include debt guaranteesand guarantees of certain banking facilities. Micron enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value ofthe transaction to the third party. Micron has entered into agreements covering certain activities of its subsidiaries, and occasionally Micron may be required toperform under such agreements on behalf of its subsidiaries.As of August 31, 2017 , the maximum potential amount of future payments Micron could have been required to make under its debt guarantees wasapproximately $4.16 billion . Substantially all of this amount relates to guarantees for debt of wholly-owned entities whereby Micron would be obligated toperform under the guarantee if a subsidiary were to default on the terms of their debt arrangements. In the event of performance under the guarantee, Micron wouldbe permitted to seek reimbursement from the subsidiary company(ies) through liquidation of the assets which were collateral under various debt instruments. Atthe88time these contracts were entered into, the collateralized assets approximated the value of the outstanding guarantees. The majority of these guarantees expire atvarious times between January 2019 and April 2022 . Micron guarantees a subsidiary credit facility that provides for up to $750 million of financing. As ofAugust 31, 2017 , there were no outstanding amounts drawn under this facility.Micron has guaranteed the obligations of Micron Semiconductor Asia Pte. Ltd. ("MSA") and Micron Semiconductor (Xi'an) Co. Ltd. ("MXA"), each wholly-owned subsidiaries of Micron, in connection with a service agreement with Powertech Technology Inc. Xi'an ("PTI Xi'an") to provide assembly services to us atour manufacturing site in Xi'an, China. Micron would be required to pay the financial obligations of MSA and/or MXA in the event MSA and/or MXA fail to payPTI Xi'an for services performed under the assembly services agreement. Micron's guarantee of MSA and of MXA extends through March 2022, the term of theassembly service agreement, but may be further extended through March 2024 if any party extends the assembly services agreement. The maximum potentialamount of future payments Micron may be required to pay under this guarantee is indeterminable because the pricing and volume under the assembly servicesagreement are variable.Micron has guaranteed the obligations of MSA under the 2021 MSAC Term Loan and the obligations of MSTW under the 2021 MSTW Term Loan. Forfurther information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt – 2021 MSACSenior Secured Term Loan and 2021 MSTW Senior Secured Term Loan."Micron has guaranteed the obligations of certain of its subsidiaries to a supplier of capital equipment through June 2019. As of August 31, 2017 , Micron hadguaranteed $65 million of such payments.Micron guarantees certain banking facilities for its wholly-owned consolidated entities. Substantially all of these guarantees relate to bank overdraftprotections or issuance of commercial letters of credit/bank guarantees. The maximum potential amount of future payments Micron could be required to makeunder these guarantees of banking facilities varies based on the extent of potential credit exposure. Micron's business processes substantially mitigate the risk ofwholly-owned subsidiaries overdrawing their bank accounts and the exposure under commercial letters of credit/bank guarantees is $35 million . The majority ofthese banking facility guarantees have no contractual expiration. ContingenciesAs is typical in the semiconductor and other high technology industries, from time to time others have asserted, and may in the future assert, that Micron andits subsidiaries' products or manufacturing processes infringe their intellectual property rights. Micron has accrued a liability and charged operations for theestimated costs of adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date. Micron is currently a party to variouslitigation regarding patent, commercial, and other matters. Micron is a party to the matters listed in the "Contingencies" note in the consolidated financialstatements. For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Contingencies." Redeemable Convertible NotesFor further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – RedeemableConvertible Notes." Related Party TransactionsSubstantially all of Micron's activities relate to manufacturing and R&D services performed for its subsidiaries and to royalties received for use of product andprocess technology. Micron's net sales to consolidated subsidiaries were $5.58 billion , $5.38 billion , and $5.42 billion for 2017 , 2016 , and 2015 , respectively.Gross margins on manufacturing activities are commensurate with market rates for such services. Transactions between Micron and its consolidated subsidiariesare eliminated in consolidation.Micron engages in various transactions with its equity method investees and eliminate the profits or losses on those transactions to the extent of its ownershipinterest until such time as the profits or losses are realized. For further information regarding transactions between Micron and its equity method investees, see"Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity Method Investments."89SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(in millions)MICRON TECHNOLOGY, INC. Balance atBeginning ofYear BusinessAcquisitions Charged(Credited) toIncome TaxProvision CurrencyTranslationand Chargesto OtherAccounts Balance atEnd ofYearDeferred Tax Asset Valuation Allowance Year ended August 31, 2017$2,107 $— $(64) $278 $2,321Year ended September 1, 20162,051 10 (63) 109 2,107Year ended September 3, 20152,443 — (260) (132) 2,051Amounts charged to other accounts for the year ended August 31, 2017 includes $325 million as a result of the adoption of ASU 2016-09. See "Part II – Item8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."903. Exhibits.ExhibitNumberDescription of ExhibitFiledHerewithFormPeriodEndingExhibit/AppendixFiling Date2.1*English Translation of Agreement on Support for Reorganization Companieswith Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory,Inc. and its wholly-owned subsidiary, Akita Elpida Memory, Inc. dated July 2,2012 8-K/A 2.110/31/122.2*English Translation of Agreement Amending Agreement on Support forReorganization Companies, dated October 29, 2012, by and among MicronTechnology, Inc. and Nobuaki Kobayashi and Yukio Sakamoto, the trustees ofElpida Memory, Inc. and Akita Elpida Memory, Inc. 8-K 2.310/29/122.3*English Translation of Agreement Amending Agreement on Support forReorganization Companies, dated July 31, 2013, by and among MicronTechnology, Inc. and Nobuaki Kobayashi and Yukio Sakamoto, the trustees ofElpida Memory, Inc. and Akita Elpida Memory, Inc. 8-K 2.48/6/132.4English Translation of the Reorganization Plan of Elpida Memory, Inc. 8-K 2.58/6/132.52016 Share Swap Agreement, dated February 3, 2016 by and among MicronTechnology B.V., Micron Semiconductor Taiwan Co. Ltd. and InoteraMemories, Inc. 10-Q3/3/162.64/8/163.1Restated Certificate of Incorporation of the Registrant 8-K 99.21/26/153.2Bylaws of the Registrant, Amended and Restated 8-K 99.14/15/144.1Indenture dated as of April 18, 2012, by and between Micron Technology, Inc.and U.S. Bank National Association, as Trustee for 2.375% Convertible SeniorNotes due 2032 8-K 4.14/18/124.2Indenture dated as of April 18, 2012, by and between Micron Technology, Inc.and U.S. Bank National Association, as Trustee for 3.125% Convertible SeniorNotes due 2032 8-K 4.34/18/124.3Form of 2032C Note (included in Exhibit 4.1) 8-K 4.34/18/124.4Form of 2032D Note (included in Exhibit 4.2) 8-K 4.34/18/124.5Indenture dated July 26, 2011, by and between Micron Technology, Inc. andU.S. Bank National Association, as Trustee for 1.875% Convertible SeniorNotes due 2031 8-K 4.37/26/114.6Indenture, dated as of February 12, 2013, by and between Micron Technology,Inc. and U.S. Bank National Association, as trustee 8-K 4.12/12/134.7Indenture, dated as of February 12, 2013, by and between Micron Technology,Inc. and U.S. Bank National Association, as trustee 8-K 4.32/12/134.8Form of 2033E Note (included in Exhibit 4.6) 8-K 4.12/12/134.9Form of 2033F Note (included in Exhibit 4.7) 8-K 4.32/12/134.10Indenture, dated as of November 12, 2013, by and between Micron Technology,Inc. & U.S. Bank National Association 8-K 4.111/18/134.11Form of New Note (included in Exhibit 4.10) 8-K 4.111/18/134.12Indenture dated as of December 16, 2013, by and among Micron SemiconductorAsia Pte., Ltd., Wells Fargo Bank, National Association, and Export-ImportBank of the United States 10-Q2/27/144.34/7/144.13Indenture dated as of February 10, 2014, by and between Micron Technology,Inc. and U.S. Bank National Association, as Trustee 8-K 4.12/12/144.14Form of Note (included in Exhibit 4.13) 8-K 4.12/12/1491ExhibitNumberDescription of ExhibitFiledHerewithFormPeriodEndingExhibit/AppendixFiling Date4.15Indenture, dated as of July 28, 2014, by and between Micron Technology, Inc.and U.S. Bank National Association, as Trustee 8-K 4.17/29/144.16Form of Note (included in Exhibit 4.15) 8-K 4.17/29/144.17Indenture, dated as of April 30, 2015, by and between Micron Technology, Inc.and U.S. Bank National Association, as Trustee 8-K 4.14/30/154.18Indenture, dated as of April 30, 2015, by and between Micron Technology, Inc.and U.S. Bank National Association, as Trustee 8-K 4.24/30/154.19Form of Note (included in Exhibit 4.17) 8-K 4.14/30/154.20Form of Note (included in Exhibit 4.18) 8-K 4.24/30/154.21Indenture, dated as of February 3, 2015, by and between Micron Technology,Inc. and U.S. Bank National Association, as Trustee 8-K 4.12/3/154.22Form of Note (included in Exhibit 4.21) 8-K 4.12/3/154.23Indenture, dated as of April 26, 2016, by and among Micron Technology, Inc.,the subsidiary guarantors from the time to time party thereto and U.S. BankNational Association, as trustee and collateral agent 8-K 4.14/26/164.24Form of Note (included in Exhibit 4.23) 8-K 4.14/26/164.25Section 382 Rights Agreement, dated as of July 20, 2016 by and betweenMicron Technology, Inc. and Wells Fargo Bank, National Association, as rightsagent 8-K 4.17/20/1610.1Executive Officer Performance Incentive Plan, as Amended DEF 14A C12/12/1410.21997 Nonstatutory Stock Option Plan, as Amended 10-K8/30/1210.510/29/1210.31998 Nonstatutory Stock Option Plan, as Amended 10-K8/30/1210.710/29/1210.42001 Stock Option Plan, as Amended 10-K8/30/1210.810/29/1210.52001 Stock Option Plan Form of Agreement 8-K 99.24/6/0510.62004 Equity Incentive Plan, as Amended and Restated 10-K9/1/1610.610/28/1610.72004 Equity Incentive Plan Forms of Agreement and Terms and Conditions 10-K9/1/1610.710/28/1610.8Amended and Restated 2007 Equity Incentive Plan 10-K9/1/1610.810/28/1610.92007 Equity Incentive Plan Forms of Agreement 10-K9/1/1610.910/28/1610.10Nonstatutory Stock Option Plan, as Amended 10-K9/1/1610.1010/28/1610.11Nonstatutory Stock Option Plan Form of Agreement and Terms and Conditions 10-K9/1/1610.1110/28/1610.12Numonyx Holdings B.V. Equity Incentive Plan S-8 4.16/16/1010.13Numonyx Holdings B.V. Equity Incentive Plan Forms of Agreement S-8 4.26/16/1010.14*Patent License Agreement dated September 15, 2006, by and among ToshibaCorporation, Acclaim Innovations, LLC and Micron Technology, Inc. 10-Q11/30/0610.661/16/0710.15Form of Indemnification Agreement between the Registrant and its officers anddirectors 10-Q2/27/1410.34/7/1410.16*Master Agreement dated as of November 18, 2005, between MicronTechnology, Inc. and Intel Corporation 10-Q12/1/0510.1551/10/0610.17*Supply Agreement dated as of January 6, 2006, between Intel Corporation andIM Flash Technologies, LLC 10-Q12/1/0510.1631/10/0610.18Form of Severance Agreement 8-K 99.211/1/0792ExhibitNumberDescription of ExhibitFiledHerewithFormPeriodEndingExhibit/AppendixFiling Date10.19Share Purchase Agreement by and among Micron Technology, Inc. as the BuyerParent, Micron Semiconductor B.V., as the Buyer, Qimonda Ag as the SellerParent and Qimonda Holding B.V., as the Seller Sub dated as of October 11,2008 10-Q12/4/0810.701/13/0910.20*2012 Master Agreement by and among Intel Corporation, Intel Technology AsiaPTE LTD, Micron Technology, Inc., Micron Semiconductor Asia PTE LTD, IMFlash Technologies, LLC and IM Flash Singapore, LLP dated February 27, 2012 10-Q3/1/1210.1044/9/1210.21*Second Amended and Restated Limited Liability Company OperatingAgreement of IM Flash Technologies, LLC dated April 6, 2012, between MicronTechnology, Inc. and Intel Corporation 10-Q5/31/1210.1087/9/1210.22*Amendment to the Master Agreement dated April 6, 2012, between IntelCorporation and Micron Technology, Inc. 10-Q5/31/1210.1097/9/1210.23*Amended and Restated Supply Agreement dated April 6, 2012, between IntelCorporation and IM Flash Technologies, LLC 10-Q5/31/1210.1107/9/1210.24*Amended and Restated Supply Agreement dated April 6, 2012, between MicronTechnology, Inc. and IM Flash Technologies, LLC 10-Q5/31/1210.1117/9/1210.25*Product Supply Agreement dated April 6, 2012, among Micron Technology,Inc., Intel Corporation and Micron Semiconductor Asia Pte. Ltd. 10-Q5/31/1210.1127/9/1210.26*Wafer Supply Agreement dated April 6, 2012, among Micron Technology, Inc.,Intel Corporation and Micron Semiconductor Asia Pte. Ltd. 10-Q5/31/1210.1137/9/1210.27Form of Capped Call Confirmation dated April 2012 8-K 10.14/18/1210.28*Supply Agreement, dated January 17, 2013, by and among Micron Technology,Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories, Inc. 10-Q2/28/1310.1224/8/1310.29*Joint Venture Agreement, dated January 17, 2013, by and among MicronSemiconductor B.V., Numonyx Holdings B.V., Micron Technology AsiaPacific, Inc. and Nanya Technology Corporation 10-Q2/28/1310.1234/8/1310.30*Facilitation Agreement, dated January 17, 2013, by and among MicronSemiconductor B.V., Numonyx Holdings B.V., Micron Technology AsiaPacific, Inc., Nanya Technology Corporation and Inotera Memories, Inc. 10-Q2/28/1310.1244/8/1310.31Micron Guaranty Agreement, dated January 17, 2013, by Micron Technology,Inc. in favor of Nanya Technology Corporation 10-Q2/28/1310.1254/8/1310.32*Technology Transfer and License Option Agreement for 20NM Process Node,dated January 17, 2013, by and between Micron Technology, Inc. and NanyaTechnology Corporation 10-Q/A2/28/1310.1268/7/1310.33*Omnibus IP Agreement, dated January 17, 2013, by and between NanyaTechnology Corporation and Micron Technology, Inc. 10-Q2/28/1310.1274/8/1310.34*Second Amended and Restated Technology Transfer and License Agreement for68-50NM Process Nodes, dated January 17, 2013, by and between MicronTechnology, Inc. and Nanya Technology Corporation 10-Q/A2/28/1310.1288/7/1310.35*Third Amended and Restated Technology Transfer and License Agreement,dated January 17, 2013, by and between Micron Technology, Inc. and NanyaTechnology Corporation 10-Q2/28/1310.1294/8/1310.36*Omnibus IP Agreement, dated January 17, 2013, by and between MicronTechnology, Inc. and Inotera Memories, Inc. 10-Q2/28/1310.1304/8/1393ExhibitNumberDescription of ExhibitFiledHerewithFormPeriodEndingExhibit/AppendixFiling Date10.37*English Translation of Front-End Manufacturing Supply Agreement, dated July31, 2013, by and between Micron Semiconductor Asia Pte. Ltd. and ElpidaMemory, Inc. 8-K/A 10.13910/2/1310.38*English Translation of Research and Development Engineering ServicesAgreement, dated July 31, 2013, by and between Micron Technology, Inc. andElpida Memory, Inc. 8-K 10.1408/6/1310.39*English Translation of General Services Agreement, dated July 31, 2013, by andbetween Micron Semiconductor Asia Pte. Ltd. and Elpida Memory, Inc. 8-K/A 10.14110/2/1310.40Form of Capped Call Confirmation dated February 2013 8-K 10.12/12/1310.41Purchase Agreement, dated as of February 5, 2014, by and among MicronTechnology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. andCredit Suisse Securities (USA) LLC, as representatives of the initial purchasers 8-K 10.12/7/1410.42Registration Rights Agreement, dated as of February 10, 2014, by and amongMicron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs &Co. and Credit Suisse Securities (USA) LLC, as representatives of the initialpurchasers 8-K 10.12/12/1410.43Purchase Agreement, dated as of July 23, 2014, by and among MicronTechnology, Inc. and Morgan Stanley & Co LLC, Goldman, Sachs & Co. andCredit Suisse Securities (USA) LLC, as representatives of the initial purchasers 8-K 10.17/24/1410.44Registration Rights Agreement dated as of July 28, 2014, by and among MicronTechnology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. andCredit Suisse Securities (USA) LLC, as representatives of the initial purchasers 8-K 10.17/29/1410.45Credit Agreement dated as of December 2, 2014 among Micron Technology,Inc. and Micron Semiconductor Products, Inc., as Borrowers, HSBC Bank USA,N.A., as Administrative Agent, Co-Collateral Agent, Joint Lead Arranger andJoint Book Runner, and certain other financial institutions party thereto asadditional agents and/or lenders 8-K 99.112/8/1410.46Facility Agreement, dated February 12, 2015, among Micron SemiconductorAsia Pte. Ltd., as borrower, certain financial institutions party thereto, and TheHongkong and Shanghai Banking Corporation Limited, as facility agent,security agent and account bank 10-Q3/5/1510.884/10/1510.47*2015 Supply Agreement, dated February 10, 2015, by and among MicronTechnology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories,Inc. 10-Q3/5/1510.904/10/1510.48*2016 Supply Agreement, dated February 10, 2015, by and among MicronTechnology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories,Inc. 10-Q3/5/1510.914/10/1510.49*Second Amended and Restated Supply Agreement, dated February 10, 2017, byand among Micron Technology, Inc., Intel Corporation and MicronSemiconductor Asia Pte. Ltd. 10-Q3/2/1710.493/28/1710.50*Amended and Restated Supplemental Wafer Supply Agreement, dated February10, 2017, by and among Micron Technology, Inc., Intel Corporation and MicronSemiconductor Asia Pte. Ltd. 10-Q3/2/1710.503/28/1710.51*Amended and Restated Wafer Supply Agreement No. 3 dated, February 10,2017, by and among Micron Technology, Intel Corporation and MicronSemiconductor Asia Pte. Ltd. 10-Q3/2/1710.513/28/1710.52*First Amendment to the Wafer Supply Agreement, dated September 1, 2015, byand among Micron Technology, Inc., Intel Corporation and MicronSemiconductor Asia Pte. Ltd. 10-K9/3/1510.5410/27/1594ExhibitNumberDescription of ExhibitFiledHerewithFormPeriodEndingExhibit/AppendixFiling Date10.53Purchase Agreement, dated as of April 27, 2015, by and among MicronTechnology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. andCredit Suisse Securities (USA) LLC, as representatives of the initial purchasers 8-K 10.14/30/1510.54*2016 Technology Transfer and License Option Agreement for 1X Process Nodedated as of February 3, 2016 by and between Micron Technology, Inc. andNanya Technology Corporation 10-Q/A3/3/1610.569/8/1610.55*2016 Technology Transfer and License Option Agreement for 1Y Process Nodedated as of February 3, 2016 by and between Micron Technology, Inc. andNanya Technology Corporation 10-Q/A3/3/1610.579/8/1610.56Form of Voting and Support Agreement by and among Micron TechnologyB.V., Micron Semiconductor Taiwan Co. Ltd., and Nanya TechnologyCorporation and certain of its affiliates 10-Q3/3/1610.584/8/1610.572016 First Amendment to the Second Amended and Restated OperatingAgreement dated January 5, 2016 by and among Micron Technology, Inc. andIntel Corporation 10-Q3/3/1610.594/8/1610.58*Amendment to Technology Transfer and License Option Agreement for 1XProcess Node dated as of May 17, 2016 by and between Micron Technology Inc.and Nanya Technology Corporation 10-Q6/2/1610.607/6/1610.59*Amendment to Technology Transfer and License Option Agreement for 1YProcess Node dated as of May 17, 2016 by and between Micron Technology Inc.and Nanya Technology Corporation 10-Q6/2/1610.617/6/1610.60Security Agreement, dated as of April 26, 2016 made by Micron Technology,Inc. and certain subsidiaries in favor of U.S. Bank National Association, ascollateral agent 8-K 10.14/26/1610.61Credit Agreement, dated as of April 26, 2016, by and among MicronTechnology, Inc., as borrower, Morgan Stanley Senior Funding, Inc. asadministrative agent and collateral agent, and the other agents party thereto andeach financial institution party from time to time thereto 8-K 10.24/26/1610.62Guarantee and Collateral Agreement, dated as of April 26, 2016, made byMicron Technology, Inc. and certain of its subsidiaries in favor of MorganStanley Senior Funding, Inc., as collateral agent 8-K 10.34/26/1610.63English translation of Syndicated Loan Agreement dated October 11, 2016, asAmended on November 23, 2016 by and among Inotera Memories, Inc., MicronSemiconductor Taiwan Co., Ltd., certain financial institutions party thereto andBank of Taiwan, as Facility Agent and Mega International Commercial BankCo., Ltd., as Collateral Agent 10-Q12/1/1610.631/9/1710.64Deferred Compensation Plan 10-Q3/2/1710.643/28/1710.65First Amendment to the Credit Agreement, dated April 26, 2016, by and amongMicron Technology, Inc., as borrower, Morgan Stanley Senior Funding, Inc. asadministrative agent and collateral agent, and the other agents party thereto andeach financial institution party from time to time thereto 10-Q12/16/1610.651/9/1710.66English translation of Facility Agreement dated November 18, 2016, by andamong Micron Semiconductor Asia Capital II Pte. Ltd., certain financialinstitutions party thereto and DBS Bank Ltd., as Facility Agent, Security Agentand Account Bank 10-Q12/16/1610.661/9/1710.67Executive Agreement dated April 26, 2017 by and between Micron Technology,Inc. and Sanjay Mehrotra 10-Q6/1/1710.676/30/1795ExhibitNumberDescription of ExhibitFiledHerewithFormPeriodEndingExhibit/AppendixFiling Date10.68Second Amendment to the Credit Agreement, dated April 26, 2017, by andamong Micron Technology, Inc., as borrower, Morgan Stanley Senior Funding,Inc. as administrative agent and collateral agent, and the other agents partythereto and each financial institution party from time to time thereto 10-Q6/1/1710.686/30/1710.69English translation of the Second Amendment to the Syndicated LoanAgreement, dated as of July 14, 2017 by and among Micron TechnologyTaiwan, Inc., Micron Semiconductor Taiwan, Co., Ltd., certain financialinstitutions party thereto and Bank of Taiwan, as Facility Agent and MegaInternational Commercial Bank Co., Ltd., as Collateral AgentX 10.70Executive Covenant Agreement dated June 23, 2017 by and between MicronTechnology, Inc. and Sumit SadanaX 10.71Second Amendment to the Amended and Restated Severance Agreementeffective July 24, 2017 by and between Micron Technology, Inc. and D. MarkDurcanX 21.1Subsidiaries of the RegistrantX 23.1Consent of Independent Registered Public Accounting FirmX 31.1Rule 13a-14(a) Certification of Chief Executive OfficerX 31.2Rule 13a-14(a) Certification of Chief Financial OfficerX 32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350X 32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350X 101.INSXBRL Instance DocumentX 101.SCHXBRL Taxonomy Extension Schema DocumentX 101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX 101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX 101.LABXBRL Taxonomy Extension Label Linkbase DocumentX 101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX * Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.ITEM 16. 10-K SUMMARYNone.96SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on the 26 th day of October 2017 . Micron Technology, Inc. By:/s/ Ernest E. Maddock Ernest E. MaddockSenior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated.SignatureTitleDate /s/ Sanjay MehrotraPresident andOctober 26, 2017(Sanjay Mehrotra)Chief Executive Officer and Director (Principal Executive Officer) /s/ Ernest E. MaddockSenior Vice President andOctober 26, 2017(Ernest E. Maddock)Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Robert L. BaileyDirectorOctober 26, 2017(Robert L. Bailey) /s/ Richard M. BeyerDirectorOctober 26, 2017(Richard M. Beyer) /s/ Patrick J. ByrneDirectorOctober 26, 2017(Patrick J. Byrne) /s/ Mercedes JohnsonDirectorOctober 26, 2017(Mercedes Johnson) /s/ Lawrence N. MondryDirectorOctober 26, 2017(Lawrence N. Mondry) /s/ Robert E. SwitzChairman of the BoardOctober 26, 2017(Robert E. Switz)Director 97EXHIBIT 10.69[Translation]NT$80 Billion Syndicated LoanSECOND AMENDMENT TO THE SYNDICATEDLOAN AGREEMENTMicron Technology Taiwan, Inc.Micron Semiconductor Taiwan Co., Ltd.(Co-Borrowers)Bank of TaiwanMega International Commercial Bank Co., Ltd.Taiwan Business BankTaiwan Cooperative BankChang Hwa Commercial BankCredit Agricole Corporate and Investment Bank, Taipei BranchCTBC Bank Co., Ltd.Hua Nan Commercial BankYuanta Commercial BankLand Bank of Taiwan(Mandated Lead Arrangers)First Commercial BankAgricultural Bank of TaiwanJih Sun International BankThe Shanghai Commercial & Savings Bank, Ltd.EnTie Commercial BankKGI BankTa Chong Bank, Ltd.E.SUN Commercial Bank, Ltd.Taichung Commercial Bank Co., Ltd.Taiwan Shin Kong Commercial Bank Company Ltd.Taishin International BankDBS Bank (Taiwan) Ltd.Bank of KaohsiungTaipeifubon Commercial Bank Co., Ltd.Far Eastern International BankBank SinoPac Co. Ltd.(Lenders)Bank of Taiwan(Facility Agent)Mega International Commercial Bank Co., Ltd.(Collateral Agent)Taiwan Business Bank(Document Management Agent)July 14, 2017Baker & McKenzie15/F, No. 168, Dunhua North Road, Taipei CitySECOND AMENDMENT TO THE SYNDICATED LOAN AGREEMENTThis Second Amendment to the Syndicated Loan Agreement (this " Second Amendment ") is entered into by among the following parties on July 14, 2017:(1)Micron Technology Taiwan, Inc. (formerly known as Inotera Memories, Inc.), a company limited by shares organized and existing under the laws of theRepublic of China (" ROC " or " Taiwan ") , with its registered office at No.667, Fuxing 3 rd Rd., Wenhua Vil., Guishan Dist., Taoyuan City 333, Taiwan(" MTTW "); andMicron Semiconductor Taiwan Co., Ltd., a company limited by shares organized and existing under the laws of the ROC, with its registered office at25F., No.333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City 110, Taiwan (" MST ", together with MTTW, the " Co-Borrowers ", each a " Co-Borrower");and(2)Bank of Taiwan, Mega International Commercial Bank Co., Ltd., Taiwan Business Bank, Chang Hwa Commercial Bank, Ltd., Land Bank of Taiwan,Taiwan Cooperative Bank, Credit Agricole Corporate and Investment Bank, Taipei Branch, CTBC Bank Co., Ltd., Hua Nan Commercial Bank, Ltd. andYuanta Commercial Bank, as the mandated lead arrangers (collectively, the " Mandated Lead Arrangers ") of this Transaction (as defined below);and(3)the banks and financial institutions listed in Schedule 1 to the Existing Agreement (as defined below) (each a " Lender ", together the " Lenders ");and(4)Bank of Taiwan , the facility agent (" Facility Agent ") of this Transaction;and(5)Mega International Commercial Bank Co., Ltd. , the collateral agent (" Collateral Agent ") of this Transaction;and(6)Taiwan Business Bank , the document management agent (" Document Management Agent ", together with the Facility Agent and the CollateralAgent, the " Agent Banks ", each an " Agent Bank ") of this Transaction.WHEREAS, the parties above have entered into that certain Syndicated Loan Agreement (the " Existing Agreement ") for an aggregate facility amount of EightyBillion New Taiwan Dollars (this " Transaction "), as amended by the First Amendment to the Syndicated Loan Agreement dated November 23, 2016 (the " FirstAmendment "). As requested by the Co-Borrowers and after obtaining the Lenders' consent through the Facility Agent, the parties hereby agree to enter into thisSecond Amendment.1.Unless otherwise provided in this Second Amendment, the terms used in the Existing Agreement shall have the same meanings when used herein.Further, pursuant to Article 16 of the Existing Agreement, the proposed amendments specified in Articles 2 to 8 of this Second Amendment shall obtainthe Majority Banks' written consent. The Facility Agent has obtained the Majority Banks' written consent and the Lenders have agreed to authorize theFacility Agent and the Collateral Agent to execute this Second Amendment on behalf of the Mandated Lead Arrangers, the Lenders, and the DocumentManagement Agent in accordance with the Lenders' written consent.2.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that Section 10.1(4)(a) of the Existing Agreement shall bereplaced with the following:"(a)Ensure MST will maintain the following financial ratios and requirement:(i)Leverage ratio (total liabilities/EBITDA): not higher than 5.50x in 2017 and 2018; and not higher than 4.50x through 2019 to 2021.(ii)Tangible net worth (i.e., net worth minus intangible asset): not less than NT$4 billion in 2017 and 2018; not less than NT$6.5 billion in2019 and 2020; and not less than NT$12 billion from 2021.The financial ratios and standards above shall be reviewed each half-year based on the semi-annual and annual consolidated financial reports ofMST provided in accordance with Section 10.1(3)(a) and the definition of EBITDA described below (based on the measurement period of themost recently completed four fiscal quarters of MST ending on the balance sheet date of the relevant financial reports) provided that for thepurpose of this provision (including the definition of EBITDA described below), about eighteen per cent (18%) of the shares of MTTW held byMicron B.V. shall be deemed as being held by MST. When MST provides its financial reports to the Document Management Agent inaccordance with Section 10.1(3)(a), it shall also provide a certificate certifying that there is no violation of the financial covenants (in the form ofAppendix 10) issued by the CFO or the CPA of MST. Such certificate shall also specify the calculation method and result of the above financialratios and standards.If MST fails to meet any of the above-stated financial ratio and requirements but has improved to meet such financial ratio and requirementsbefore the next reviewing date, it would not be deemed as an Event of Default. However, the interest rate for the Outstanding Principal Amountapplicable to the Co-Borrowers under this Agreement shall be 0.25% over the agreed applicable interest rate during the period from the day thefinancial certificate submitted by MST indicates that the agreed financial covenants are not complied to the day of the issuance of the nextcertificate (which indicates that all financial covenants have been complied). But if MST fails to improve to meet above-stated financial ratio andrequirements as of such next reviewing date, it would be deemed as an Event of Default."3.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that Section 10.1(4)(b) of the Existing Agreement shall bereplaced with the following:"(b)To ensure that MTI will maintain the following financial ratios and requirement:(i)Leverage ratio (total liabilities/EBITDA): not higher than 4.50x in 2016; not higher than 3.50x in 2017; not higher than 3.00x in 2018 and2019; and not higher than 2.50x in 2020 and 2021.(ii)Tangible net worth (i.e., net worth minus intangible asset): not less than US$9 billion in 2016 and 2017; not less than US$12.5 billion in2018 and 2019; and not less than US$16.5 billion in 2020 and 2021.The financial ratios and requirements shall be reviewed each half-year quarterly consolidated financial reports and annual consolidated financial reports ofMTI provided in accordance with Section 10.1(3)(b) and the definition of EBITDA described below (based on the measurement period of the mostrecently completed four fiscal quarters of MTI ending on the balance sheet date of the relevant financial reports). When the Co-Borrowers provides thefinancial reports of MTI to the Document Management Agent in accordance with Section 10.1(3)(b), the Co-Borrowers shall also provide a certificatecertifying that there is no violation of the financial covenants (in the form of Appendix 1 of Guarantee (Schedule 1)) issued by the CFO or the CPA ofMTI. Such certificate shall also specify the calculation method and result of the above financial ratios and standards.If MTI fails to meet any of the above-stated financial ratio and requirements, it would not be deemed as an Event of Default. However, the interest rate forthe Outstanding Principal Amount applicable to the Co-Borrowers under this Agreement shall be 0.25% over the agreed applicable interest rate during theperiod from the day the financial certificate submitted by MTI indicates that the agreed financial covenants are not complied to the day of the issuance ofthe next certificate (which indicates that all financial covenants have been complied).For avoidance of doubt, if MST and MTI both fail to meet the financial covenants and thus the interest rate shall be increased in accordance with theabove, the required interest margin shall not be double counted. In other worlds, the interest rate under such circumstance shall be the applicable interestrate for the Outstanding Principal Amount agreed under this Agreement plus 0.25% per annum."4.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "EBITDA" set forth in Section 10.1(4)(c)of the Existing Agreement shall be replaced with the following:"" EBITDA " means, with respect to any Person for any measurement period, the sum of the amounts for such period,taken as a single accounting period, of (1) Consolidated Net Income; excluding (to the extent deducted or otherwise excluded in calculating ConsolidatedNet Income in such measurement period), the following amount stipulated in item (2) to (7) (or, to the extent attributable to a non-wholly ownedconsolidated entity, a portion of the following amounts stipulated in item (2) to (7) proportionate to such Person’s allocable interest in such entity): (2)Consolidated Non-cash Charges; (3) Consolidated Interest Expense; (4) Consolidated Income Tax Expense; (5) restructuring expenses and charges; (6)any expenses or charges related to any equity offering, investment, recapitalization or incurrence of indebtedness not prohibited under this Agreement(whether or not successful) or related to the issuance of negotiable instruments; and (7) any charges, expenses or costs incurred in connection orassociated with mergers, acquisitions or divestitures after the execution of this Agreement.For the purpose of calculating EBITDA, it shall be calculated after giving effect on a pro forma basis for the applicable measurement period to any assetsales or other dispositions or acquisitions, investment, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) bysuch Person and its Subsidiaries (1) that have occurred during such measurement period or at any time subsequent to the last day of such measurementperiod and on or prior to the date of the transaction in respect of which Consolidated EBITDA is being determined and (2) that MST determines in goodfaith are outside the ordinary course of business, in each case as if such asset sale or other disposition or acquisition, investment, merger, consolidation ordisposed operation occurred on the first day of such measurement period."5.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Income Tax Expense" setforth in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:"" Consolidated Income Tax Expense " means, with respect to any Person for any period, the provision for (or benefit of) federal, state, local andforeign income taxes of such Person and its Subsidiaries for such period as determined on a consolidated basis in accordance with applicable laws andregulations and applicable accounting standards provided by the relevant competent authority, including any penalties and interest related to such taxes orarising from any tax examinations, to the extent the same were deducted (or added back, in the case of income tax benefit) in computing Consolidated NetIncome."6.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Income Tax Expense" setforth in Section 10.1(4)(c) of the Existing Agreement shall be replaced with the following:"" Consolidated Interest Expense " means, with respect to any Person for any period, without duplication, the total net interest expense of such Personand its Subsidiaries for such period as determined on a consolidated basis in accordance with applicable laws and regulations and applicable accountingstandards provided by the relevant competent authority to the extent deducted in calculating Consolidated Net Income, of such Person and itsSubsidiaries."7.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Net Income" set forth inSection 10.1(4)(c) of the Existing Agreement shall be replaced with the following:"" Consolidated Net Income " means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and itsSubsidiaries, after deduction of net income (or loss) attributable to non-controlling interests, for such period as determined in accordance with applicablelaws and regulations and applicable accounting standards provided by the relevant competent authority, adjusted, to the extent included in calculatingsuch net income, by excluding, without duplication, the following (or, to the extent attributable to a non-wholly owned consolidated entity, a portion ofthe following amounts proportionate to such Person’s allocable interest in such entity): (1) all extraordinary, unusual or nonrecurring gains or losses (netof fees and expense relating to the transaction giving rise thereto); (2) charges or losses as a result of judgments and settlements in connection withlitigation or threatened litigation, up to a maximum in any measurement period of NT$31,500,000,000; (3) gains or losses in respect of any assetimpairments, write-offs or sales (net of expenses and charges relating to the transaction giving rise thereto); (4) any expenses, losses or charges incurredrelated to lower of cost or market write-downs (or net realizable value) for work in process or finished goods inventories; (5) any expenses, losses orcharges incurred related to excess or obsolete inventories; (6) (a) the net income (loss) from any disposed or discontinued operations or (b) any net gainsor losses on disposed or discontinued operations: (7) any gain or loss realized as a result of the cumulative effect of a change in accounting standards; (8)any net gains or losses attributable to the early extinguishment or conversion of financial indebtedness, derivative instruments, embedded derivatives orother similar obligations; (9) equity in net income (loss) of equity method investees; (10) gains, losses, income and expenses resulting from theapplication of fair value accounting to derivative instruments; and (11) gains orlosses resulting from currency fluctuations. In addition, to the extent not already included in Consolidated Net Income of such Person and its Subsidiaries,the calculation shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses or charges thatare covered by indemnification or other reimbursement provisions in connection with any investment or sale, conveyance, transfer or disposition of assetsnot prohibited under this Agreement."8.The Co-Borrowers, the Lenders, the Mandated Lead Arrangers and the Agent Banks agree that the definition of "Consolidated Net Income" in Section10.1(4)(c) of the Existing Agreement shall be replaced with the following:"" Consolidated Non-cash Charges " means, with respect to any Person for any period determined on a consolidated basis in accordance with applicablelaws and regulations and applicable accounting standards provided by the relevant competent authority, the aggregate depreciation; amortization(including amortization of goodwill, other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses); non-cashcompensation expense incurred in connection with the issuance of Equity Interests to any director, officer, employee or consultant of such Person or anySubsidiary; and other non-cash expenses of such Person and its Subsidiaries reducing Consolidated Net Income of such Person and its Subsidiaries forsuch period, (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period)."9.Except as otherwise amended in Articles 2 to 8 of this Second Amendment, other provisions of the Existing Agreement shall remain in full force andeffect. This Second Amendment shall take effect when duly executed by the parties hereto and shall be deemed a part of the Existing Agreement providedthat in the event of any discrepancy between the provisions of the Existing Agreement or the First Amendment and the provisions of this SecondAmendment, the provisions of this Second Amendment shall prevail.10.This Second Amendment shall be governed by the laws of the ROC. Any matter not set forth in this Second Amendment shall be dealt with in accordancewith the Existing Agreement or applicable laws and regulations.11.Each party hereto agrees that Taiwan Taipei District Court shall be the court of first instance to settle any disputes arising from this Second Amendment,unless there is special provision of exclusive jurisdiction under the laws.12.This Second Amendment shall be executed in thirty one (31) original copies, and each of the Co-Borrowers, the Lenders and the Agent Banks shall keepone (1) original copy as evidence.This Second Amendment is duly executed by each party hereto as of the date first above written.[Remainder of page intentionally left blank; signature page to follow ]Co-BorrowerMicron Technology Taiwan, Inc. Authorized Signatory:/s/ Yap Lin Kiat (personal chop and corporate chop)Co-BorrowerMicron Semiconductor Taiwan Co., Ltd. Authorized Signatory:/s/ Stephen Ray Drake (personal chop and corporate chop)Mandated Lead Arrangers and Lenders:Bank of TaiwanMega International Commercial Bank Co., Ltd.Taiwan Business BankTaiwan Cooperative BankChang Hwa Commercial BankCredit Agricole Corporate and Investment Bank, Taipei BranchCTBC Bank Co., Ltd.Hua Nan Commercial BankYuanta Commercial BankLand Bank of TaiwanLenders:First Commercial BankAgricultural Bank of TaiwanJih Sun International BankThe Shanghai Commercial & Savings Bank, Ltd.EnTie Commercial BankKGI BankTa Chong Bank, Ltd.E.SUN Commercial Bank, Ltd.Taichung Commercial Bank Co., Ltd.Taiwan Shin Kong Commercial Bank Company Ltd.Taishin International BankDBS Bank (Taiwan) Ltd.Bank of KaohsiungTaipeifubon Commercial Bank Co., Ltd.Far Eastern International BankBank SinoPac Co. Ltd.Document Management AgentTaiwan Business BankRepresentative of the Mandated Lead Arrangers, the Lenders, and the Document Management Agent aboveFacility AgentBank of Taiwan Authorized Signatory:(corporate chop)Collateral AgentMega International Commercial Bank Co., Ltd. Authorized Signatory:(corporate chop)EXHIBIT 10.70EXECUTIVE COVENANT AGREEMENTThis EXECUTIVE COVENANT AGREEMENT (“ Agreement ”) is made and entered into by and between Micron Technology, Inc., a Delawarecorporation (“ Micron ”), and Sumit Sadana, an individual and Officer of the Company, (“ Officer ”).RECITALSA. Officer has contemporaneously herewith executed an Executive Offer Letter pursuant to which Officer accepted the position of Executive VicePresident and Chief Business Officer and certain levels of remuneration from Micron.B. Micron is currently engaged in a highly competitive world-wide business of designing, developing, manufacturing, and marketing discrete andembedded semiconductor products in die, wafer, and packaged form, and related products including without limitation: (i) DRAM, NAND, and NOR flashmemory as well as other memory technologies, (ii) packaging solutions; (iii) a variety of semiconductor systems; (iv) storage devices (including without limitationsolid state drives, USB storage and flash cards); (v) automata processors; (vi) hybrid memory cubes; (vii) software, hardware, testing tools and other items, devicesand documentation related to any of the foregoing; and (viii) may enter into new lines of business during officer’s employment with Micron (collectively, the “Business ”).C. Officer’s position with Micron is a position of trust and confidence which allows Officer access to the highest level of confidential, proprietary andother information provided to Officer solely for use in a manner consistent with the best interests of Micron and consistent with Officer’s duty of loyalty. Forexample, and not by way of limitation, Officer has access to Micron’s confidential and proprietary information, including but not limited to manufacturingoperations, assets, information systems, intellectual property, contracts, customers, personnel, compensation, business, marketing and strategic plans, prospects,research and development, know-how, trade secrets, technologies (both process and product), engineering, design and performance information, data andcapabilities, and financial data (“ Micron’s Proprietary Information ”).AGREEMENTIn consideration of the foregoing, the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency whichare hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:1. Confidential Information and Intellectual Property.Concurrent with execution of this Agreement, Officer shall also execute a Confidentiality and Intellectual Property Agreement protecting Micron’sProprietary Information from disclosure during and after Officer’s employment with Micron (the “ Confidentiality Agreement ”).2. Noncompetition and Non-Solicitation.2.1 Acknowledgments . Officer understands that the nature of the Officer’s position gives Officer access to and knowledge of Micron’s ProprietaryInformation and places the Officer in a position of trust and confidence with Micron. Officer understands and acknowledges that the services the Officer providesto Micron are unique. Officer further understands and acknowledges that Micron’s ability to reserve Micron’s Proprietary Information for the exclusive knowledgeand use of Micron is of great competitive importance and commercial value to Micron, and that improper use or disclosure by the Officer is likely to result inunfair or unlawful competitive activity.2.2 Non-Competition/Duty of Loyalty. Officer acknowledges that, during employment with Micron, by virtue of his position and his access toMicron’s Proprietary information including trade secret information belonging to Micron, he owes a duty of loyalty to Micron. Accordingly, during the Officer’semployment with Micron, the Officer shall not, acting in the Officer’s own capacity or as an owner, stockholder, member, partner, employee, consultant, or agentof any other person or entity, directly or indirectly: (a) own, manage, operate, acquire, invest in or otherwise engage in any business that is a Competitive Business(as defined below); or (b) provide Prohibited Services (as defined below) for a Competitive Business. For purposes of this Section, (i) “Prohibited Services” areany activities in which the Officer contributes the Officer’s knowledge, directly or indirectly, in whole or in part, in any capacity whatsoever that is similar in anyway to the manner in which the Officer provided services and contributed the Officer’s knowledge to Micron; (ii) “Competitive Business” includes or participationin the Business or other silicon- orsemiconductor-based integrated circuit products, the design, development, manufacture and marketing of which could reasonably be expected to utilize Micron’sProprietary Information or any other silicon- or semiconductor-based integrated circuit business. Notwithstanding any other language in this Agreement to thecontrary, nothing in this Agreement shall be interpreted or construed to prevent Officer from purchasing, selling or holding for investment less than 3% ofoutstanding capital stock of any Competitive Business with a class of equity securities which are regularly traded either on a national securities exchange or in theover-the-counter market.2.3 Non-Solicitation of Customers.(a) During Employment . Officer agrees that, while Officer remains employed with Micron, he shall not solicit any customer of Micron or its Affiliatesto stop, reduce, change, or negatively alter their existing relationship with Micron or the Affiliates. The Officer further acknowledges that such solicitation duringemployment would violate the Officer’s duty of loyalty to Micron.(b) Post-Employment . Officer agrees that, after his employment with Micron terminates, he will not use trade secrets belonging to Micron to solicitany customer of Micron or its Affiliates to stop, reduce, change, or negatively alter their existing relationship with Micron or the Affiliates.For purposes of this Agreement, “Affiliate” means with respect to any person or entity, a person or entity that directly, or indirectly through one or moreintermediaries, controls or is controlled by, or is under common control with, the person or entity specified.2.4 Non-Solicitation of Employees . The Officer agrees that, while the Officer remains employed with Micron and for 12 months after Officer’semployment terminates (for any reason), Officer shall not solicit any employees of Micron or a Micron Affiliate to leave Micron or the Affiliate.2.5 Reasonableness of the Restrictive Covenants.Officer agrees that the restrictions in this Agreement are reasonable, necessary, and supported by valuable consideration. In the event that any restrictionor covenant in this Agreement is held to be unreasonable and that such provision is to that extent unenforceable under applicable law, the parties agree that suchprovision shall remain in full force and effect having the maximum enforceable scope under applicable law.3. Conflicting Obligations . Officer agrees that, during the Officer’s employment with Micron, Officer will not engage in any other employment, occupation, consulting or otherbusiness activity directly related to the business in which Micron is now engaged or becomes involved during the term of Officer’s employment, nor will Officerengage in any other activities that conflict with Officer’s obligations and duties to Micron.4. Accounting for Profits . Officer covenants and agrees that in the event Officer violates any of Officer’s restrictions or obligations under this Agreement Micron shall be entitled toan accounting and payment of all profits, compensation, commissions, remunerations or other benefits which Officer directly or indirectly has received and/or mayreceive as a result of, growing out of or in connection with the violation of any such restrictions or obligations. Officer and Micron acknowledge and agree thatsuch remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which Micron is or may be entitled at law, in equityor under this Agreement.5. Entitlement to Equitable Relief . Micron and Officer acknowledge and agree that the breach by Officer of any restriction or obligation under this Agreement will cause Micron substantial,immediate and irreparable harm, that the extent of damages will be difficult to measure, and, consequently, there is no adequate remedy at law in the event of suchbreach. Accordingly, Micron and Officer agree that Micron shall be entitled to obtain immediate injunctive relief (without necessity of posting a bond), withoutprejudice to any other right Micron may have in law or in equity under this Agreement, by bringing an appropriate action for such remedy in any court ofcompetent jurisdiction which Micron, in its sole discretion, deems appropriate.6. General Provisions . 6.1 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho applicable to contractsentered into and to be performed entirely within such State.6.2 Jurisdiction and Venue . Micron and Officer acknowledge the personal jurisdiction of, and consent to venue in, the state courts of Ada County,State of Idaho or the United States District Court for the District of Idaho, for any action arising out of or in any way related to the interpretation and enforcementof this Agreement. Officer waives the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.6.3 Representation by Counsel . Officer acknowledges that he has been represented by independent counsel in the negotiation and execution of thisAgreement, specifically including but not limited to its choice of law, jurisdiction, and venue provisions.6.4 Entire Agreement . Except as otherwise specifically provided herein, this Agreement sets forth the entire agreement and understanding betweenMicron and Officer relating to the subject matter hereof and supersedes all prior understandings and agreements with respect thereto. No modification of oramendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless contained in a writing signed by both of the partieshereto. Any subsequent change or changes in Officer’s duties, salary or compensation will not affect the validity or scope of this Agreement. This Agreement is inaddition to, and does not supersede or modify in any fashion, the provisions of the Executive Offer Letter or Confidentiality Agreement (collectively, “ AdditionalAgreements ”) (and all documents and forms referenced therein), all of which are being executed at or about the same time. The obligations contained in theAdditional Agreements shall continue independent of the obligations of one another and of this Agreement.6.5 Severability . If one or more of the provisions of this Agreement are deemed void by law, these provisions shall be severed from the Agreement,and the remaining provisions shall continue in full force and effect.6.6 Termination of Employment . Nothing in this Agreement shall be construed to give to Officer any right to employment for any specific period oftime, or to affect in any manner whatsoever the right or power of Micron to terminate Officer’s employment, for any reason or no reason, with or without cause.6.7 Legal Fees . In any action to interpret or enforce the terms of this Agreement, whether in law or in equity, the prevailing party shall be entitled torecover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with such action in addition to any other relief it may beawarded.6.8 Successors and Assigns . This Agreement shall be binding upon Officer’s heirs, executors, administrators and other legal representatives andshall inure to the benefit of Micron, its successors and assigns.6.9 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which shall bedeemed one and the same instrument.6.10 Notification . Officer agrees to notify and Officer also authorizes Micron to notify any subsequent employers about Officer’s rights andobligations under this Agreement.IN WITNESS WHEREOF , the parties have executed this Agreement, effective as of the later signature below. MICRON TECHNOLOGY, INC. a Delaware corporation OFFICER /s/ April Arnzen /s/ Sumit SadanaBy: April Arnzen Name: Sumit SadanaTitle: SVP, Human Resources Title: EVP and Cheif Business Officer June 22, 2017 June 23, 2017Date DateEXHIBIT 10.71AMENDMENT #2 TO AMENDED AND RESTATED SEVERANCE AGREEMENTThis Amendment #2 to the Amended and Restated Severance Agreement is entered into by and between Micron Technology, Inc., a Delaware corporation(the “ Company ”), and D. Mark Durcan, an individual and Employee of the Company, (the “ Employee ”), and is effective as of July 24, 2017.WHEREAS, the Employee and the Company entered into a Severance Agreement effective July 8, 1996, which was restated on November 25, 1996,November 15, 2002 and November 15, 2007, as further amended from time-to-time (the “Amended and Restated Severance Agreement”);WHEREAS, the Employee and the Company further entered into a Non-Competition Agreement dated November 25, 1996 (“Noncompete Agreement”);andWHEREAS, the parties now wish to amend the Amended and Restated Severance Agreement as provided herein to: (i) incorporate and consolidatechanges made to the Amended and Restated Severance Agreement from time-to-time, (ii) address certain additional advisory services to be provided to theCompany, (iii) incorporate the updated Noncompete Agreement that will be executed contemporaneously with this amendment to the Amended and RestatedSeverance Agreement, (iv) fully address the scope of the Employees’ release of the Company; and (v) provide the Employee with additional benefits asconsideration for his advisory services, entering into the updated Noncompete Agreement, and executing a release.NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties agree as follows:1. To incorporate the changes set forth in Amendment #1 to the Amended and Restated Severance Agreement, Exhibit 5(a)(i) of the Amended andRestated Severance Agreement is hereby amended in its entirety and restated as follows:“(i) Base salary as of the date of the Officer’s Separation from Service paid biweekly on the Company’s normal payroll cycle as if the Officerhad worked during the Transition Period, provided, however:(A) if the Officer or the Company terminated the Officer’s status as an officer ofthe Company but not as an employee prior to the date of the Officer’s Separation from Service, then the base salary payable pursuant to thissubsection during the Transition Period shall be the greater of (1) the Officer’s base salary in effect immediately prior to the Officer’s loss ofofficer status or (2) the Officer’s base salary as of the date of the Officer’s Separation from Service; and(B) if as of the date of the Separation from Service the Officer’s base salary is subject to a temporary reduction in an effort to save costs, then thebase salary payable pursuant to this subsection during the Transition Period shall be the Officer’s base salary immediately prior to suchreduction.”2. Exhibit 5(a)(iv) of the Amended and Restated Severance Agreement is hereby amended in its entirety and restated as follows:“(iv) With respect to restricted stock awards, the lapse of any “time-based” and/or “performance-based” restrictions at the same time and in thesame amounts such restrictions would have lapsed, if at all, in accordance with the terms of the applicable stock plan if the Officer’semployment as an officer had continued during the Transition Period, provided, however, and for purposes of clarification, the parties agree thatthe Officer shall be entitled to the lapse of “performance based” restrictions hereunder if and only if the specified performance goal was achievedprior to or during the Transition Period and any required goal achievement certification for such performance goal has been made by the boardof directors or a committee thereof.Notwithstanding the foregoing, with respect to the “performance-based” requirements of the Officers’ performance unit awards issued for fiscalyears 2016 and 2017, the number of performance units that shall become vested and converted to shares shall be determined by multiplying: (i)the number of units that would have been converted to shares based on the actual level of achievement of the specified performance goals for theperformance period (as certified by the Company in accordance with the terms of the applicable award); by (ii) a fraction, the numerator ofwhich is the number of days in the performance period preceding the dateof the Officer’s Separation from Service and the denominator of which is the total number of days in the performance period; provided that if aChange in Control (as defined in the applicable award) occurs prior to the last day of a performance period and as result of the Change in Controlthe performance unit awards are paid out at target in connection with such Change in Control, the pro ration described herein will be multipliedby the Target Award (as defined in the applicable award). For purposes of clarity, in the event of the Officer’s death or Disability (as defined inthe applicable award) after his Separation from Service, the pro ration provisions of this Agreement shall control the amount payable to theOfficer with respect to the performance unit awards issued to the Officer for the 2016 and 2017 fiscal years.”3. Section 7 of the Amended and Restated Severance Agreement is hereby amended in its entirety and restated as follows:“7. RELEASE. No amount shall be payable to the Officer under Section 5(a) of this Agreement until the Officer signs, and does not revoke, arelease of claims in favor of the Company, its affiliates and their respective officers and directors in the form attached hereto as Appendix A (the“Release”) during the Release Execution Period. For purposes of this Severance Agreement, the “Release Execution Period” shall be the 28-day periodcommencing on the date of the Officer’s Separation from Service. Further, upon the conclusion of the services contemplated under Section 10 of thisAgreement, the Officer shall be required to reaffirm his release of the Company in order to receive the amounts contemplated under Section 5(a) of thisAgreement payable after December 31, 2017. In the event that the Release Execution Period begins in one tax year and ends in the next tax year, anyamount payable under this Agreement that constitutes non-qualified deferred compensation (within the meaning of Section 409A) will be paid on the laterof (i) the last day of the Release Execution Period, (ii) if applicable, the delayed payment date described in Section 9, or (iii) the payment date otherwiseset forth under this Agreement.”4. Section 10 is hereby added to the Amended and Restated Severance Agreement as follows:“10. CONTINUING SERVICES. In consideration of the benefits provided herein, the Officer agrees to continue to provide services to Micronfrom the date of the Officer’s Separation of Service through December 31, 2017. These services include but are not limited to acting as an advisor to theCompany at industry association meetings, acting as a special advisor to the Company Board and current CEO, and further assisting the Company asdeemed appropriate by the current CEO to facilitate organizational and strategic transitions as needed. Officer agrees during this advisory period to makehimself available for up to 50 hours of services upon reasonable notice provided by the Company.These services will be performed in the capacity of an independent contractor (and not as an employee). The Officer shall cease to be eligible toparticipate in the Company’s benefit programs as of the date of his Separation from Service in accordance with the terms of these benefit programs,notwithstanding the Officers continued services provided under this Section 10.”5. All references to Noncompete Agreement made in the Amended and Restated Severance Agreement shall mean that Executive Covenant Agreementthat Employee will execute contemporaneously with this Amendment #2 to the Amended and Restated Severance Agreement, which form is attached hereto asAppendix B.6. In all other respects, the parties hereby ratify and reaffirm all other provisions of the Amended and Restated Severance Agreement.Executed this 29 day of September, 2017./s/ D. Mark DurcanEmployeeExecuted this 29 day of September, 2017. /s/ April ArnzenMicron Technology, Inc.EXHIBIT 21.1MICRON TECHNOLOGY, INC.SUBSIDIARIES OF THE REGISTRANT * Name State (or Jurisdiction) in whichOrganizedIM Flash Technologies, LLC DelawareMicron Asia Pacific B.V. NetherlandsMicron Consumer Products Group, Ltd. DelawareMicron Europe Limited (1) United KingdomMicron International B.V. NetherlandsMicron Memory B.V. NetherlandsMicron Memory Finance B.V. NetherlandsMicron Memory Japan, Inc. JapanMicron Memory Taiwan Co., Ltd. TaiwanMicron Semiconductor Asia, LLC DelawareMicron Semiconductor Asia Pte. Ltd. (1) SingaporeMicron Semiconductor B.V. NetherlandsMicron Semiconductor Products, Inc. (1) IdahoMicron Semiconductor Taiwan Co. TaiwanMicron Semiconductor (Xi’an) Co., Ltd. ChinaMicron Technology B.V. NetherlandsMicron Technology Finance B.V. NetherlandsMicron Technology Taiwan, Inc. TaiwanNumonyx Holdings B.V. Netherlands (1) Also does business as Micron Consumer Products Group * The above list of subsidiaries of Micron Technology, Inc. omitted subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute asignificant subsidiary as of the end of the year covered by this report.EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-220882) and S-8 (File Nos. 333-17073, 333-50353,333-99271, 333-103341, 333-120620, 333-133667, 333-140091, 333-148357, 333-159711, 333-167536, 333-167536a, 333-171717, 333-179592, 333-190010,333-196293, 333-203467, 333-217314) of Micron Technology, Inc. of our report dated October 26, 2017 relating to the financial statements, financial statementschedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K./s/ PricewaterhouseCoopers LLPSan Jose, CaliforniaOctober 26, 2017EXHIBIT 31.1RULE 13a-14(a) CERTIFICATION OFCHIEF EXECUTIVE OFFICERI, Sanjay Mehrotra, certify that:1.I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize, and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.Date:October 26, 2017/s/ Sanjay Mehrotra Sanjay Mehrotra President and Chief Executive Officer and DirectorEXHIBIT 31.2RULE 13a-14(a) CERTIFICATION OFCHIEF FINANCIAL OFFICERI, Ernest E. Maddock, certify that:1.I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize, and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.Date:October 26, 2017/s/ Ernest E. Maddock Ernest E. MaddockSenior Vice President and Chief Financial OfficerEXHIBIT 32.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. 1350I, Sanjay Mehrotra, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report ofMicron Technology, Inc. on Form 10-K for the period ended August 31, 2017 , fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934 and that information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial condition andresults of operations of Micron Technology, Inc.Date:October 26, 2017/s/ Sanjay Mehrotra Sanjay MehrotraPresident and Chief Executive Officer and DirectorEXHIBIT 32.2CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO 18 U.S.C. 1350I, Ernest E. Maddock, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report ofMicron Technology, Inc. on Form 10-K for the period ended August 31, 2017 , fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934 and that information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial condition andresults of operations of Micron Technology, Inc.Date:October 26, 2017/s/ Ernest E. Maddock Ernest E. MaddockSenior Vice President and Chief Financial Officer

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