Equity

Micron Shareholders' Equity

Common Stock Repurchases: Since the first quarter of 2015, our Board of Directors has authorized the repurchase of up to $1.25 billion of our outstanding common stock, $250 million of which was authorized in the first quarter of 2016. Any repurchases under the authorization may be made in open market purchases, block trades, privately-negotiated transactions, and/or derivative transactions. Repurchases are subject to market conditions and our ongoing determination of the best use of available cash. During 2015, we repurchased 42 million shares for $831 million (including commissions) through open market transactions, which were recorded as treasury stock.

Capped Calls

Issued and Outstanding Capped Calls: We have entered into capped calls, which are intended to reduce the effect of potential dilution from our convertible notes. The capped calls provide for our receipt of cash or shares, at our election, from our counterparties if the trading price of our stock is above a specified initial strike price at the expiration dates. The amounts receivable varies based on the trading price of our stock, up to specified cap prices. The dollar value of the cash or shares that we would receive from the capped calls upon their expiration date ranges from $0 if the trading price of our stock is below the initial strike price for all of the capped calls to $814 million if the trading price of our stock is at or above the cap price for all of the capped calls. We paid $57 million in 2011 to purchase the 2031 Capped Calls, $103 million in 2012 to purchase the 2032 Capped Calls and $48 million in 2013 to purchase the 2033 Capped Calls. The amounts paid were recorded as charges to additional capital.

The following table presents information related to the issued and outstanding capped calls as of September 3, 2015:



Capped Calls				Strike Price		Cap Price Range				Underlying Common Shares	Value at Expiration⁽¹⁾
Capped Calls	Expiration Dates			Strike Price		Low		High		Underlying Common Shares	Minimum		Maximum
2031	Jan 2016	–	Feb 2016	$	9.50	$	13.17	$	13.17	18	$	—	$	67
2032C	May 2016	–	Nov 2017	9.80		14.26		15.69		56	—		307
2032D	Nov 2016	–	May 2018	10.16		14.62		16.04		44	—		244
2033E	Jan 2018	–	Feb 2018	10.93		14.51		14.51		27	—		98
2033F	Jan 2020	–	Feb 2020	10.93		14.51		14.51		27	—		98
										172	$	—	$	814

⁽¹⁾

Settlement in cash on the respective expiration dates would result in us receiving an amount ranging from zero, if the market price per share of our common stock is at or below the low strike price, to the maximum amount if the market price per share of our common stock is at or above the high cap price. If share settlement were elected, the number of shares received would be determined by the value of the capped calls at the time of settlement divided by the share price on the settlement date. Settlement of the capped calls prior to the expiration dates may be for an amount less than the maximum value at expiration.

Expiration and Unwind of Capped Calls: A portion of our 2031 Capped Calls expired in the fourth quarter of 2015. We elected share settlement and received 3 million shares of our stock, equivalent to approximately $50 million based on the trading stock price at the time of expiration, which were recorded as treasury stock. In May 2014, we and the counterparties agreed to terminate and unwind a portion of our 2031 Capped Calls. We elected share settlement and received 3 million shares of our stock, equivalent to approximately $86 million based on the trading stock price at the time of the unwind. The shares received in May 2014 were retired from treasury stock in 2014.

Accumulated Other Comprehensive Income (Loss): Changes in accumulated other comprehensive income (loss) by component for the year ended September 3, 2015, were as follows:



	Cumulative Foreign Currency Translation Adjustments			Gains (Losses) on Derivative Instruments, Net			Gains (Losses) on Investments, Net			Pension Liability Adjustments			Total
Balance as of August 28, 2014	$	42		$	12		$	1		$	1		$	56
Other comprehensive income (loss) before reclassifications	(42		)	(11		)	(2		)	33			(22		)
Amount reclassified out of accumulated other comprehensive income	—			(6		)	(2		)	(2		)	(10		)
Tax effects	—			—			—			(11		)	(11		)
Other comprehensive income (loss)	(42		)	(17		)	(4		)	20			(43		)
Balance as of September 3, 2015	$	—		$	(5	)	$	(3	)	$	21		$	13

Noncontrolling Interests in Subsidiaries



As of	2015				2014
	Noncontrolling Interest Balance		Noncontrolling Interest Percentage		Noncontrolling Interest Balance		Noncontrolling Interest Percentage
IMFT⁽¹⁾	$	829	49	%	$	693	49	%
MP Mask⁽¹⁾	93		50	%	93		50	%
Other	15		Various		16		Various
	$	937			$	802

⁽¹⁾ Entity is a variable interest entity.

IMFT: Since inception in 2006, we have owned 51% of IMFT, a joint venture between us and Intel to manufacture NAND Flash and 3D XPoint memory products for the exclusive use of the members. IMFT is governed by a Board of Managers, for which the number of managers appointed by each member varies based on the members' respective ownership interests. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. Commencing in January 2015, Intel can put to us, and commencing in January 2018, we can call from Intel, Intel's interest in IMFT, in either case, for an amount equal to the noncontrolling interest balance attributable to Intel at that time. If Intel elects to sell to us, we can elect to set 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 from Intel for one to two years from the closing date.

IMFT manufactures memory products using designs and technology we develop with Intel. We generally share with Intel the costs of product design and process development activities for NAND Flash memory and 3D XPoint memory. Our R&D expenses were reduced by reimbursements from Intel of $224 million, $137 million, and $127 million for 2015, 2014, and 2013, respectively.

We sell a portion of our products to Intel through our IMFT joint venture at long-term negotiated prices approximating cost. Sales of products to Intel under this arrangement were $420 million, $423 million, and $387 million for 2015, 2014, and 2013, respectively. Receivables from Intel as of September 3, 2015 and August 28, 2014, were $67 million and $66 million, respectively, for these sales.

The following table presents the assets and liabilities of IMFT included in our consolidated balance sheets:



As of	2015		2014
Assets
Cash and equivalents	$	134	$	84
Receivables	79		73
Inventories	65		48
Other current assets	7		5
Total current assets	285		210
Property, plant and equipment, net	1,768		1,545
Other noncurrent assets	49		47
Total assets	$	2,102	$	1,802

Liabilities
Accounts payable and accrued expenses	$	182	$	106
Deferred income	9		8
Current debt	22		21
Total current liabilities	213		135
Long-term debt	49		71
Other noncurrent liabilities	100		110
Total liabilities	$	362	$	316

Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.

Creditors of IMFT have recourse only to IMFT's assets and do not have recourse to any other of our assets.

The following table presents IMFT's distributions to and contributions from its shareholders:



For the year ended	2015		2014		2013
IMFT distributions to Micron	$	6	$	10	$	38
IMFT distributions to Intel	6		10		37
Micron contributions to IMFT	148		106		12
Intel contributions to IMFT	142		102		11

MP Mask: In 2006, we formed a joint venture with Photronics to produce photomasks for leading-edge and advanced next generation semiconductors. On March 24, 2015, we notified Photronics of our election to terminate MP Mask effective in May 2016. Upon termination, we have the right to acquire Photronics' interest in MP Mask for an amount equal to the noncontrolling interest balance. Since its inception, we and Photronics have each owned approximately 50% of MP Mask. We purchase a substantial majority of the photomasks produced by MP Mask pursuant to a supply arrangement.

The assets and liabilities of MP Mask included in our consolidated balance sheets were as follows:



As of	2015		2014
Current assets	$	21	$	24
Noncurrent assets (primarily property, plant and equipment)	180		203
Current liabilities	21		28
Noncurrent liabilities	—		14

Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.

Creditors of MP Mask have recourse only to MP Mask's assets and do not have recourse to any other of our assets.

MMT: As of August 29, 2013, noncontrolling interests in MMT were 11%. In 2014, we purchased additional interests in MMT for an aggregate of $146 million, and as of August 28, 2014, noncontrolling interests in MMT were less than 1%. Substantially all of the MMT shares purchased in 2014 were financed with a short-term loan from a seller. As a result of the purchases of MMT shares in 2014, in aggregate, noncontrolling interests decreased by $180 million and additional capital increased by $34 million.

Restrictions on Net Assets

As a result of the reorganization proceedings of the MMJ Companies initiated on March 23, 2012, and for so long as such proceedings continue, the MMJ Group is subject to certain restrictions on dividends, loans, and advances. In addition, our ability to access IMFT's cash and other assets through dividends, loans, or advances, including to finance our other operations, is subject to agreement by Intel. As a result, our total restricted net assets (net assets less intercompany balances and noncontrolling interests) as of September 3, 2015 were $3.35 billion for the MMJ Group and $911 million for IMFT, which included cash and equivalents of $748 million for the MMJ Group and $134 million for IMFT. (See "Micron Memory Japan, Inc." note and "IMFT" above.)

As of September 3, 2015, our retained earnings included undistributed earnings from our equity method investees of $232 million.