(3) On October 27, 2016, the company amended its 2022 Term Loan B to reduce the margins added to the base rate from 5.00% to 2.75% and to the adjusted LIBOR rate from 6.00% to 3.75%.
On November 18, 2016, the company entered into a five-year variable-rate facility agreement to obtain up to $800 million of financing, collateralized by certain production equipment, which may be utilized in multiple draws until June 10, 2017. Interest is payable quarterly at a rate equal to the three-month LIBOR plus 2.4% per annum. Principal is payable in 16 equal quarterly installments beginning in March 2018. The facility agreement contains covenants which are customary for financings of this type, including negative covenants that limit or restrict the company’s ability to create liens or dispose of the equipment securing the facility agreement. The facility also contains a covenant that the ratio of the outstanding loan to the fair value of the equipment collateralizing the loan not exceed 0.8. If such ratio is exceeded, the company is required to grant a security interest in additional equipment and/or prepay the loan in an amount sufficient to reduce such ratio to 0.8 or less. The facility agreement also contains customary events of default which could result in the acceleration of all amounts and cancellation of all commitments under the facility agreement. On December 2, 2016, subsequent to the first quarter of 2017, the company drew $450 million under this facility.
In connection with the company’s acquisition of Inotera, on December 6, 2016, the company drew $2.5 billion under a collateralized, five-year term loan that bears interest at a variable rate equal to the three-month or six-month TAIBOR, at the company's option, plus a margin of 2.05% per annum, payable monthly in arrears (the "2021 Term Loan"). Principal under the 2021 Term Loan is payable in six equal semi-annual installments, commencing in June 2019. The 2021 Term Loan is denominated in New Taiwan dollars.
(4) In connection with the company's acquisition of Inotera, on December 2, 2016, the company sold 58 million shares of its common stock to Nanya for $981 million (the "Micron Shares"), of which 54 million were issued from treasury stock. The sale of the Micron Shares was exempt from the registration requirements of the Securities Act of 1933, as amended, and the Micron Shares are subject to certain restrictions on transfers.
| MICRON TECHNOLOGY, INC. | ||||||||||||
| RECONCILIATION OF GAAP TO NON-GAAP RESULTS | ||||||||||||
| (in millions except per share amounts) | ||||||||||||
| 1st Qtr. | 4th Qtr. | 1st Qtr. | ||||||||||
|
December 1,
2016 |
September 1,
2016 |
December 3,
2015 | ||||||||||
| GAAP net income (loss) attributable to Micron | $ | 180 | $ | (170 | ) | $ | 206 | |||||
| Non-GAAP adjustments: | ||||||||||||
| Stock-based compensation | 46 | 43 | 46 | |||||||||
| Restructure and asset impairments | 45 | 51 | 15 | |||||||||
| Amortization of debt discount and other costs | 32 | 32 | 33 | |||||||||
| (Gain) loss from changes in currency exchange rates | 12 | 11 | 3 | |||||||||
| Other | 6 | 4 | 6 | |||||||||
| Estimated tax effects of above items | (1 | ) | — | 1 | ||||||||
| Non-cash changes in net deferred income taxes | 15 | 20 | 30 | |||||||||
| Non-cash taxes from business acquisition activities | — | — | (41 | ) | ||||||||
| Total non-GAAP adjustments | 155 | 161 | 93 | |||||||||
| Non-GAAP net income (loss) attributable to Micron | $ | 335 | $ | (9 | ) | $ | 299 | |||||
| Number of shares used in diluted per share calculations: | ||||||||||||
| GAAP | 1,091 | 1,037 | 1,085 | |||||||||
| Effect of capped calls and other adjustments | (29 | ) | — | (38 | ) | |||||||
| Non-GAAP | 1,062 | 1,037 | 1,047 | |||||||||
| Diluted earnings (loss) per share: | ||||||||||||
| GAAP | $ | 0.16 | $ | (0.16 | ) | $ | 0.19 | |||||
| Effects of above | 0.16 | 0.15 | 0.10 | |||||||||
| Non-GAAP | $ | 0.32 | $ | (0.01 | ) | $ | 0.29 | |||||
