SEC Filing | Micron Technology

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mu-20210603

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 3, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-10658

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

75-1618004

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

8000 S. Federal Way, Boise, Idaho

83716-9632

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code)

(208) 368-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.10 per share

Nasdaq Global Select Market

Indicate 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 (or for 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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant 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 such files).

Yes

☒

☐

Indicate 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

☒

☐

If 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

The number of outstanding shares of the registrant’s common stock as of June 24, 2021 was 1,125,753,560.


Micron Corporate Profile












Founded over 40 years ago on October 5, 1978 Headquartered in Boise, Idaho, USA 4th Largest semiconductor company in the world* 135 On the 2021 Fortune 500 44,000+ Patents granted and growing 17 Countries 13 Manufacturing sites and 14 customer labs ~40,000 Team members
						It’s All About Data
						Data is today’s new business currency, and memory and storage are strategic differentiators which will redefine how we extract value from data to expand the global economy and transform our society.
						Who We Are
						Micron designs, develops, and manufactures industry-leading memory and storage products. By providing foundational capability for innovations like AI and 5G across data center, the intelligent edge, and consumer devices, we unlock innovation across industries including healthcare, automotive, and communications. Our technology and expertise are central to maximizing value from cutting-edge computing applications and new business models which disrupt and advance the industry.
						Our Vision
						As a global leader in memory and storage solutions, we are transforming how the world uses information to enrich life for all. By advancing technologies to collect, store, and manage data with unprecedented speed and efficiency, we lead the transformation of data to information intelligence. In a world of change, we remain nimble, delivering products that help inspire the world to learn, communicate, and advance faster than ever.
						Our Commitment
Based on Gartner Market Share: Semiconductors by End Market, Worldwide, 2020 (April 2021), excluding IP/software revenue. *Micron data as of September 3, 2020.						The world has come to expect our delivery of innovative solutions and our customers depend on our integrity. We rededicate ourselves daily to demonstrating our environmental conscience, an inclusive team culture where all voices are heard and respected, and engaging in our communities to enrich life for all.

Media Inquiries mediarelations@micron.com Government Inquiries govaffairs@micron.com Investor Inquiries investorrelations@micron.com						Global Product Portfolio
						DRAM \| NAND \| NOR \| Solid-State Drives \| Graphics and High Bandwidth Memory (HBM) \| Managed NAND and Multichip Packages
						Connect with us on micron.com

© 2021 Micron Technology, Inc. All rights reserved. Information, products, and/or specifications are subject to change without notice. Micron, the Micron logo, and all other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners. Rev 06/21 CCMMD-1707390403-3712

Table of Contents



Introduction		2
Part I. Financial Information
Item 1.	Financial Statements:
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Balance Sheets	6
	Consolidated Statements of Changes in Equity	7
	Consolidated Statements of Cash Flows	9
	Notes to Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	Results of Operations	31
	Liquidity and Capital Resources	35
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	38
Part II. Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6.	Exhibits	58
Signatures		59

Definitions of Commonly Used Terms

As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its 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

Definition

2023 Notes

2.497% Senior Notes due 2023

IMFT

IM Flash Technologies, LLC

2024 Notes

4.640% Senior Notes due 2024

Inotera

Inotera Memories, Inc.

2024 Term Loan A

Senior Term Loan A due 2024 entered into on May 14, 2021

Intel

Intel Corporation

2025 Notes

5.500% Senior Notes due 2025

LIBOR

London Interbank Offered Rate

2026 Notes

4.975% Senior Notes due 2026

LPDRAM

Low-power DRAM

2027 Notes

4.185% Senior Notes due 2027

MCP

Multichip packaged solutions with managed NAND and LPDRAM

2029 Notes

5.327% Senior Notes due 2029

Micron

Micron Technology, Inc. (Parent Company)

2030 Notes

4.663% Senior Notes due 2030

MMJ

Micron Memory Japan, G.K.

2032D Notes

3.125% Convertible Senior Notes due 2032

Revolving Credit Facility

$2.5 billion Revolving Credit Facility due May 2026

DDR

Double Data Rate

SOFR

Secured Overnight Financing Rate

EBITDA

Earnings before interest, taxes, depreciation, and amortization

SSD

Solid State Drive

Extinguished 2024 Term Loan A

Senior Term Loan A due 2024 repaid on May 14, 2021

Texas Instruments Incorporated

GDDR

Graphics Double Data Rate

Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Intel and 3D XPoint are trademarks of Intel Corporation or its subsidiaries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.

Available Information

Investors and others should note that we announce material financial information about our business and products through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S. Securities and Exchange Commission (the “SEC”), press releases, public conference calls, and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on such channels.

2 | 2021 Q3 10-Q

Forward-Looking Statements

This Form 10-Q contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," "plans," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words and similar expressions. Specific forward-looking statements include, but are not limited to, statements such as those made regarding the impact of coronavirus disease 2019 (“COVID-19”) to our business; the completion of and timing for closing the pending sale of our Lehi facility; the sufficiency of our cash and investments; and capital spending in 2021. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in “Part II. Other Information – Item 1A. Risk Factors.”

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Micron Technology, Inc.

Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)


	Quarter ended				Nine months ended
	June 3, 2021		May 28, 2020		June 3, 2021		May 28, 2020

Revenue	$	7,422	$	5,438	$	19,431	$	15,379
Cost of goods sold	4,296		3,675		12,920		10,895
Gross margin	3,126		1,763		6,511		4,484

Research and development	670		649		1,958		1,970
Selling, general, and administrative	230		216		658		650
Restructure and asset impairments	453		4		466		10
Other operating (income) expense, net	(26)		6		101		8
Operating income	1,799		888		3,328		1,846

Interest income	8		23		28		101
Interest expense	(46)		(51)		(136)		(144)
Other non-operating income (expense), net	45		10		62		55
	1,806		870		3,282		1,858

Income tax (provision) benefit	(65)		(68)		(164)		(144)
Equity in net income (loss) of equity method investees	(6)		3		23		6
Net income	1,735		805		3,141		1,720

Net income attributable to noncontrolling interests	—		(2)		—		(21)
Net income attributable to Micron	$	1,735	$	803	$	3,141	$	1,699

Earnings per share
Basic	$	1.55	$	0.72	$	2.81	$	1.53
Diluted	1.52		0.71		2.75		1.50

Number of shares used in per share calculations
Basic	1,121		1,111		1,119		1,110
Diluted	1,145		1,129		1,141		1,131

See accompanying notes to consolidated financial statements.

4 | 2021 Q3 10-Q

Micron Technology, Inc.

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Quarter ended				Nine months ended
	June 3, 2021		May 28, 2020		June 3, 2021		May 28, 2020

Net income	$	1,735	$	805	$	3,141	$	1,720

Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments	(32)		(3)		(20)		(18)
Gains (losses) on investments	(2)		2		(6)		—
Pension liability adjustments	—		(1)		1		(2)
Cumulative translation adjustments	—		—		1		—
Other comprehensive income (loss)	(34)		(2)		(24)		(20)
Total comprehensive income	1,701		803		3,117		1,700
Comprehensive income attributable to noncontrolling interests	—		(2)		—		(21)
Comprehensive income attributable to Micron	$	1,701	$	801	$	3,117	$	1,679

See accompanying notes to consolidated financial statements.

Micron Technology, Inc.

Consolidated Balance Sheets

(In millions, except par value amounts)

(Unaudited)


As of	June 3, 2021		September 3, 2020

Assets
Cash and equivalents	$	7,759	$	7,624
Short-term investments	590		518
Receivables	4,231		3,912
Inventories	4,537		5,373
Assets held for sale	966		—
Other current assets	478		538
Total current assets	18,561		17,965
Long-term marketable investments	1,399		1,048
Property, plant, and equipment	32,209		31,031
Operating lease right-of-use assets	558		584
Intangible assets	350		334
Deferred tax assets	822		707
Goodwill	1,228		1,228
Other noncurrent assets	816		781
Total assets	$	55,943	$	53,678

Liabilities and equity
Accounts payable and accrued expenses	$	4,427	$	5,817
Current debt	297		270
Other current liabilities	738		548
Total current liabilities	5,462		6,635
Long-term debt	6,418		6,373
Noncurrent operating lease liabilities	513		533
Noncurrent unearned government incentives	722		643
Other noncurrent liabilities	569		498
Total liabilities	13,684		14,682

Commitments and contingencies

Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,203 shares issued and 1,120 outstanding (1,194 shares issued and 1,113 outstanding as of September 3, 2020)	120		119
Additional capital	9,285		8,917
Retained earnings	36,452		33,384
Treasury stock, 83 shares held (81 shares held as of September 3, 2020)	(3,645)		(3,495)
Accumulated other comprehensive income (loss)	47		71
Total equity	42,259		38,996
Total liabilities and equity	$	55,943	$	53,678

See accompanying notes to consolidated financial statements.

6 | 2021 Q3 10-Q

Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions)

(Unaudited)


	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Number of Shares	Amount

Balance at September 3, 2020	1,194	$	119	$	8,917	$	33,384	$	(3,495)	$	71	$	38,996
Net income	—	—		—		803		—		—		803
Other comprehensive income (loss), net	—	—		—		—		—		39		39
Stock issued under stock plans	5	1		33		—		—		—		34
Stock-based compensation expense	—	—		92		—		—		—		92
Repurchase of stock	(1)	—		(8)		(49)		—		—		(57)
Balance at December 3, 2020	1,198	$	120	$	9,034	$	34,138	$	(3,495)	$	110	$	39,907
Net income	—	—		—		603		—		—		603
Other comprehensive income (loss), net	—	—		—		—		—		(29)		(29)
Stock issued under stock plans	4	—		105		—		—		—		105
Stock-based compensation expense	—	—		97		—		—		—		97
Repurchase of stock	—	—		(2)		(18)		—		—		(20)
Balance at March 4, 2021	1,202	$	120	$	9,234	$	34,723	$	(3,495)	$	81	$	40,663
Net income	—	—		—		1,735		—		—		1,735
Other comprehensive income (loss), net	—	—		—		—		—		(34)		(34)
Stock issued under stock plans	1	—		8		—		—		—		8
Stock-based compensation expense	—	—		96		—		—		—		96
Repurchase of stock	—	—		(1)		(6)		(150)		—		(157)
Cash settlement of convertible notes	—	—		(52)		—		—		—		(52)
Balance at June 3, 2021	1,203	$	120	$	9,285	$	36,452	$	(3,645)	$	47	$	42,259

See accompanying notes to consolidated financial statements.

Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions)

(Unaudited)


	Micron Shareholders
	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Micron Shareholders’ Equity		Noncontrolling Interest in Subsidiary		Total Equity
	Number of Shares	Amount

Balance at August 29, 2019	1,182	$	118	$	8,214	$	30,761	$	(3,221)	$	9	$	35,881	$	889	$	36,770
Net income	—	—		—		491		—		—		491		15		506
Other comprehensive income (loss), net	—	—		—		—		—		(3)		(3)		—		(3)
Stock issued under stock plans	3	1		31		—		—		—		32		—		32
Stock-based compensation expense	—	—		72		—		—		—		72		—		72
Repurchase of stock	—	—		(6)		(34)		(50)		—		(90)		—		(90)
Acquisition of noncontrolling interest	—	—		123		—		—		—		123		(904)		(781)
Cash settlement of convertible notes	—	—		(6)		—		—		—		(6)		—		(6)
Balance at November 28, 2019	1,185	$	119	$	8,428	$	31,218	$	(3,271)	$	6	$	36,500	$	—	$	36,500
Net income	—	—		—		405		—		—		405		—		405
Other comprehensive income (loss), net	—	—		—		—		—		(15)		(15)		—		(15)
Stock issued under stock plans	7	—		121		—		—		—		121		—		121
Stock-based compensation expense	—	—		85		—		—		—		85		—		85
Repurchase of stock	(1)	—		(4)		(21)		(45)		—		(70)		—		(70)
Settlement of capped calls	—	—		98		—		(98)		—		—		—		—
Cash settlement of convertible notes	—	—		(3)		—		—		—		(3)		—		(3)
Balance at February 27, 2020	1,191	$	119	$	8,725	$	31,602	$	(3,414)	$	(9)	$	37,023	$	—	$	37,023
Net income	—	—		—		803		—		—		803		—		803
Other comprehensive income (loss), net	—	—		—		—		—		(2)		(2)		—		(2)
Stock issued under stock plans	1	—		4		—		—		—		4		—		4
Stock-based compensation expense	—	—		82		—		—		—		82		—		82
Repurchase of stock	—	—		—		(3)		(40)		—		(43)		—		(43)
Cash settlement of convertible notes	—	—		(47)		—		—		—		(47)		—		(47)
Balance at May 28, 2020	1,192	$	119	$	8,764	$	32,402	$	(3,454)	$	(11)	$	37,820	$	—	$	37,820

See accompanying notes to consolidated financial statements.

8 | 2021 Q3 10-Q

Micron Technology, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


Nine months ended	June 3, 2021		May 28, 2020

Cash flows from operating activities
Net income	$	3,141	$	1,720
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets	4,593		4,083
Amortization of debt discount and other costs	22		20
Restructure and asset impairments	446		(7)
Stock-based compensation	285		239
(Gain) loss on debt prepayments, repurchases, and conversions	1		(40)
Change in operating assets and liabilities
Receivables	(340)		(461)
Inventories	814		(248)
Accounts payable and accrued expenses	(309)		700
Deferred income taxes, net	(94)		26
Other	25		3
Net cash provided by operating activities	8,584		6,035

Cash flows from investing activities
Expenditures for property, plant, and equipment	(8,015)		(5,943)
Purchases of available-for-sale securities	(1,919)		(793)
Proceeds from maturities of available-for-sale securities	1,024		636
Proceeds from sales of available-for-sale securities	473		1,157
Proceeds from government incentives	335		140
Other	47		(48)
Net cash provided by (used for) investing activities	(8,055)		(4,851)

Cash flows from financing activities
Repayments of debt	(1,344)		(4,286)
Payments on equipment purchase contracts	(139)		(49)
Acquisition of noncontrolling interest in IMFT	—		(744)
Proceeds from issuance of debt	1,188		5,000
Other	(142)		(56)
Net cash provided by (used for) financing activities	(437)		(135)

Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash	44		(8)

Net increase (decrease) in cash, cash equivalents, and restricted cash	136		1,041
Cash, cash equivalents, and restricted cash at beginning of period	7,690		7,279
Cash, cash equivalents, and restricted cash at end of period	$	7,826	$	8,320

See accompanying notes to consolidated financial statements.

Micron Technology, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tabular amounts in millions, except per share amounts)

(Unaudited)

Significant Accounting Policies

For a discussion of our significant accounting policies, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended September 3, 2020. Except for the significant accounting policy associated with inventories as discussed below, there have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended September 3, 2020.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Micron and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended September 3, 2020, except for changes in accounting and presentation of inventories. See “Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional information.

In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2021 contains 52 weeks and our fiscal 2020 contained 53 weeks. The first three quarters of fiscal 2021 and 2020 each contained 13 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended September 3, 2020.

Through October 31, 2019, IMFT was a consolidated variable interest entity. We acquired Intel’s noncontrolling interest in IMFT on October 31, 2019, at which time IMFT became a wholly-owned subsidiary.

Inventories

Effective as of the beginning of the second quarter of 2021, we changed the method of inventory costing from average cost to first-in, first-out (“FIFO”). The difference between average cost and FIFO was not material to any previously reported financial statements. Therefore, we have recognized the cumulative effect of the change as a reduction of inventories and a charge to cost of goods sold of $133 million as of the beginning of the second quarter of 2021.

Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. We review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory) as a single group. We remove amounts from inventory and charge such amounts to cost of goods sold on a FIFO basis.

10 | 2021 Q3 10-Q

Recently Adopted Accounting Standards

In November 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-18 – Collaborative Arrangements, which clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. We adopted ASU 2018-18 in the first quarter of 2021 under the retrospective adoption method to the date we adopted ASC 606, which was August 31, 2018. The adoption of this ASU did not have a significant impact on our financial statements.

In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments, which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the increases or decreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method. The adoption of this ASU did not have a significant impact on our financial statements.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts in Entity’s Own Equity, which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This ASU requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU will be effective for us in the first quarter of 2023, with early adoption permitted beginning in the first quarter of 2022, and permits the use of either the modified retrospective or fully retrospective method of transition. We are evaluating the timing and effects of our adoption of this ASU on our financial statements.

Lehi, Utah Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPointTM at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi that was dedicated to 3D XPoint production. As a result, we classified the property, plant, and equipment as held for sale and ceased depreciating the assets. On June 30, 2021, we announced that we have entered into a definitive agreement to sell our Lehi facility to Texas Instruments for cash consideration of $900 million. The sale is anticipated to close later this calendar year.

In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs, to be realized from the sale of these assets and liabilities. The impairment charge was based on Level 3 inputs including expected consideration and the composition of assets included in the sale, which were derived from the agreement with TI. In the second quarter of 2021, we also recognized a charge of $49 million to cost of goods sold to write down 3D XPoint inventory due to our decision to cease further development of this technology.

As of June 3, 2021, the significant balances of assets held for sale in connection with our Lehi facility were as follows:


As of	June 3, 2021

Property, plant, and equipment	$	1,343
Other current assets	52
Impairment	(435)
Lehi assets held for sale	$	960

As of June 3, 2021, we also had a $51 million finance lease obligation included in the current portion of long-term debt and $12 million of other liabilities that we expect to transfer with the sale. The expected cash consideration, net of estimated selling expenses, approximates the carrying value of the net assets and liabilities expected to transfer in the sale, after giving effect to the impairment charge discussed above.

Cash and Investments

Substantially all of our marketable debt and equity investments were classified as available-for-sale as of the dates noted below. Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:


	June 3, 2021								September 3, 2020
As of	Cash and Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value		Cash and Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value

Cash	$	5,153	$	—	$	—	$	5,153	$	3,996	$	—	$	—	$	3,996
Level 1(2)
Money market funds	822		—		—		822		1,828		—		—		1,828
Level 2(3)
Certificates of deposit	1,763		44		—		1,807		1,740		10		2		1,752
Corporate bonds	—		285		893		1,178		3		266		592		861
Government securities	—		113		124		237		6		115		243		364
Asset-backed securities	—		73		382		455		1		31		211		243
Commercial paper	21		75		—		96		50		96		—		146
	7,759		$	590	$	1,399	$	9,748	7,624		$	518	$	1,048	$	9,190
Restricted cash(4)	67								66
Cash, cash equivalents, and restricted cash	$	7,826							$	7,690

(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)