Micron Technology (MU) 10-K risk factor changes: FY2020 vs FY2019

[removed: Volatility] [added: Volatility] in average selling prices for our semiconductor memory and storage products may adversely affect our [removed: business.][added: business.]

| | | [removed: DRAM] | [added: DRAM] | | [removed: NAND] | [added: NAND] | [added: | | | | |]

| | | [added: |] (percentage change in average selling prices) | | | | | [added: | | | |]

| 2019 from 2018 | | [removed: (30] | [removed: )%] [added: (30)] | | [removed: (44] [added: %] | [removed: )%] [added: (47)] | [added: | % | | | |]

| 2018 from 2017 | | [removed: 37] | [added: 36 | |] % | [added: (13)] | [removed: (8] | [removed: )%] [added: %] | [added: | | |]

| 2017 from 2016 | | [removed: 19] | [added: 18 | |] % | [added: (10)] | [removed: (7] | [removed: )%] [added: %] | [added: | | |]

| 2016 from 2015 | | [removed: (35] | [removed: )%] [added: (34)] | | [removed: (19] [added: %] | [removed: )%] [added: (16)] | [added: | % | | | |]

[removed: We] [added: We] may be unable to maintain or improve gross [removed: margins.][added: margins.]

Our gross margins are [removed: dependent] [added: dependent,] in [removed: part] [added: part,] upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes 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.

Factors that may limit our ability to maintain or reduce costs include, but are not limited to, strategic product diversification decisions affecting product mix, the increasing complexity of manufacturing processes, difficulties in transitioning to smaller line-width process technologies, 3D memory layers, NAND cell levels, transitioning to replacement gate technology for NAND, process [removed: complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, and new products that may require relatively larger die sizes.]

These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, [added: our ramp of emerging technologies,] declining selling prices, and changes in supply agreements.

[removed: The] [added: The] semiconductor memory and storage markets are highly [removed: competitive.][added: 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.; [added: Kioxia Holdings Corporation (formerly] Toshiba Memory [removed: Corporation;] [added: Corporation);] and Western Digital Corporation.

[added: Consolidation of industry] competitors could put us at a competitive disadvantage.

In addition, some governments [added: may provide, or] have [removed: provided,] [added: provided] and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.

[removed: We] [added: We] may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, and make adequate capital [removed: investments.][added: investments.]

[removed: To develop new product and process technology, support] future growth, achieve operating efficiencies, and maintain product quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology.

We estimate [removed: that] capital expenditures in [removed: 2020] [added: 2021] for property, plant, and equipment, net of partner contributions, will be approximately [removed: $7 billion to $8] [added: $9] billion, focused on technology transitions and product enablement.

In 2019, we suspended the security interest in the collateral under our credit facility upon achieving [added: a] specified credit [removed: ratings] [added: rating] and [removed: the prepayment of] [added: prepaying] our [removed: 2022] [added: Senior Secured] Term Loan [removed: B; however, the security interest would be automatically reinstated upon a decline] [added: B due] in [added: 2022; however, if] our corporate credit rating [added: were to decline] below a certain [removed: level.][added: level, the security interest would be automatically reinstated, which may limit the amount or increase the cost of future financings.]

There can be no assurance that we will be able to generate sufficient cash flows, [removed: use cash held by MMJ to fund its capital expenditures,] access capital [removed: markets] or [added: credit markets, or] find other sources of financing to fund our operations, make debt payments, and make adequate capital investments to remain competitive in terms of technology development and cost efficiency.

[removed: Increases] [added: Increases] in tariffs or other trade restrictions or taxes on our or our [removed: customers'] [added: customers’] products or equipment and supplies could have an adverse impact on our [removed: operations.][added: operations.]

In [removed: 2019, 89%] [added: 2020, 88%] of our revenue was from products shipped to customer locations outside the United States.

General trade tensions between the [removed: U.S.] [added: United States] and China have been escalating since 2018, with U.S. tariffs on Chinese goods and retaliatory Chinese tariffs on U.S. goods.

Additionally, the [removed: U.S.] [added: United States] has threatened to impose tariffs on goods imported from other countries, which could also impact certain of our [removed: customers'] [added: customers’] or our operations.

If the [removed: U.S.] [added: United States] were to impose current or additional tariffs on components that we or our suppliers source, our cost for such components would increase.

We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the [removed: U.S.] [added: United States] and other countries, what products may be subject to such actions, or what actions may be taken by other countries in retaliation.

[removed: U.S. trade] [added: Trade] regulations have restricted our ability to sell our products to [removed: a significant customer and] [added: several customers,] could restrict our ability to sell our products to other [removed: customers.][added: customers or in certain markets, or could otherwise restrict our ability to conduct operations.]

[removed: Due] [added: In addition, due] to the customized nature of certain of the products we manufacture, we may be unable to sell certain finished goods [removed: inventory] [added: inventories] to [removed: an] alternative [removed: customer] [added: customers] or manufacture in-process inventory to different specifications, which may result in excess and obsolescence charges in future periods.

[removed: In addition, there] [added: Trade restrictions that] may be [removed: indirect impacts to] [added: imposed by the United States, China, or other countries may impact] our business [removed: which] [added: in ways] we cannot reasonably quantify, including that some of our [removed: other customer's] [added: customers’] products which incorporate our solutions may also be [removed: impacted by these and other trade restrictions that may be imposed by the U.S., China, or other countries.][added: impacted.]

[removed: In addition, restrictions on our ability to sell and ship our products to other organizations added to the Entity List] [added: Any such changes] may have a further adverse effect on our business, results of operations, or financial condition.

[removed: Our] [added: Our] future success depends on our ability to develop and produce competitive new memory and storage [removed: technologies.][added: technologies.]

There can be no assurance [removed: of the following:][added: that:]

[removed: | • |] [added: -] that we will be successful in developing competitive new semiconductor memory and storage technologies; [removed: |]

[removed: | • |] [added: -] that we will be able to cost-effectively manufacture new products; [removed: |]

[removed: | • |] [added: -] that we will be able to successfully market these technologies; and [removed: |]

[removed: | • | that] [added: -] margins generated from sales of these products will allow us to recover costs of development efforts. [removed: |]

Unsuccessful efforts to develop new [removed: semiconductor] memory and storage technologies could have a material adverse effect on our business, results of operations, or financial condition.

[removed: A] [added: A] significant portion of our revenue is concentrated with a select number of [removed: customers.][added: customers.]

In addition, any consolidation of our customers could reduce the number of customers to whom our products [removed: could] [added: may] be sold.

The loss [removed: of] [added: of, or restrictions on our ability to sell to,] one or more of our major [removed: customers] [added: customers, such as those relating to Huawei described above,] or any significant reduction in orders from, or a shift in product mix by, [removed: these] customers could have a material adverse effect on our business, results of operations, or financial condition.

The effects of the COVID-19 outbreak could adversely affect our business, results of operations, and financial condition.

The effects of the public health crisis caused by the COVID-19 outbreak and the measures being taken to limit COVID-19’s spread are uncertain and difficult to predict, but may include, and in some cases, have included and may continue to include:

- A decrease in short-term and/or long-term demand and/or pricing for our products and a global economic recession or depression that could further reduce demand and/or pricing for our products, resulting from actions taken by governments, businesses, and/or the general public in an effort to limit exposure to and the spreading of COVID-19, such as travel restrictions, quarantines, and business shutdowns or slowdowns;

- Negative impacts to our operations, including:

◦reductions in production levels, R&D activities, product development, technology transitions, yield enhancement activities, and qualification activities with our customers, resulting from our efforts to mitigate the impact of COVID-19 through physical-distancing measures we have enacted at our locations around the world in an effort to protect our employees’ and contractors’ health and well-being, including working from home, limiting the number of meeting attendees, reducing the number of people in certain of our sites at any one time, quarantines of team members, contractors, or vendors who are at risk of contracting, or have contracted, COVID-19, and limiting employee travel;

◦increased costs resulting from our efforts to mitigate the impact of COVID-19 through physical distancing measures, working from home, upgrades to our sites, enhanced cleaning measures, and the increased use of personal protective equipment at our sites;

 14

◦increased costs for, or unavailability of, transportation, raw materials, or other inputs necessary for the operation of our business;

◦reductions in or cessation of operations at any site or in any jurisdiction resulting from government restrictions on movement and/or business operations or our failure to prevent and/or adequately mitigate spread of COVID-19 at one or more of our sites;

◦our inability to continue or resume construction projects due to delays in obtaining materials, equipment, labor, engineering services, government permits, or any other essential aspect of projects, which could impact our ability to introduce new technologies, reduce costs, or meet customer demand;

◦disruptions to our supply chain in connection with the sourcing and transportation of materials, equipment and engineering support, and services from or in geographic areas that have been impacted by COVID-19 and by efforts to contain the spread of COVID-19; and

- Deterioration of worldwide credit and financial markets that could limit our ability to obtain external financing to fund our operations and capital expenditures, result in losses on our holdings of cash and investments due to failures of financial institutions and other parties, and result in a higher rate of losses on our accounts receivables due to credit defaults.

The resumption of normal business operations after such interruptions may be delayed or constrained by lingering effects of COVID-19 on our team members, contractors, suppliers, third-party service providers, customers, or distributors.

A sustained, prolonged, or recurring outbreak could exacerbate the adverse impact of such measures.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| 2020 from 2019 | | | (34) | | % | (9) | | % | | | |

*Beginning in 2020, revenue and units for MCPs and SSDs, which contain both DRAM and NAND, are disaggregated based on the relative values of each component.

Prior periods presented in the table above have been conformed to current period presentation.*

15 | 2020 10-K

complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, and new products that may require relatively larger die sizes.

To develop new product and process technology, support

 16

In addition, if our credit rating declines below a certain level, our credit facility will be required to become secured by certain of our assets, which may limit the amount or increase the cost of future financings.

The health crisis caused by COVID-19 has adversely affected economic conditions and caused a downturn in the worldwide economy.

As a result, demand for certain of our products used in smartphones, consumer electronics, and automotive, has declined.

If these adverse conditions persist or worsen, we could experience additional reduction in demand for our products and/or devices that incorporate our products.

Future downturns could also adversely affect our business.

In addition, to the extent our customers or distributors have elevated inventory levels, we may experience a decrease in short-term and/or long-term demand and/or pricing for our products.

17 | 2020 10-K

International trade disputes have led, and may continue to lead, to new and increasing trade barriers and other protectionist measures that can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers or markets, limit our ability to procure components or raw materials, impede or slow the movement of our goods across borders, impede our ability to perform R&D activities, or otherwise restrict our ability to conduct operations.

Increasing protectionism and economic nationalism may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets and/or customers.

Escalating trade tensions between the United States and China have led to increased trade restrictions, and have affected customer ordering patterns.

For example, over the last 18 months the BIS has enacted increasingly broad trade restrictions with respect to Huawei (which represented approximately 10% of our revenue in the fourth quarter of 2020 and 12% in 2019), culminating with restrictions that took effect on September 15, 2020 and that currently prevent us and many other companies from shipping products to Huawei.

We cannot predict the duration these restrictions will remain in place, whether the BIS will grant us or others licenses to ship products to Huawei, or whether the BIS or other U.S. or foreign government entities will enact similar restrictions with respect to other customers, markets, or products.

We may not be able to replace the lost revenue opportunities associated with such restrictions.

The United States has also imposed other restrictions on the export of U.S. regulated products and technology to certain Chinese technology companies, including certain of our customers.

These restrictions have reduced our sales, and continuing or future restrictions could adversely affect our financial results, result in reputational harm to us due to our relationship with such companies, or lead such companies to develop or adopt technologies that compete with our products.

It is difficult to predict what further trade-related actions governments may take, and we may be unable to quickly and effectively react to such actions.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 2015 from 2014 | | (11 | )% | | (15 | )% |

Consolidation of industry

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 from paying 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 creditor payments.

In addition, pursuant to an order of the Tokyo District Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to us without the consent of the Tokyo District 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 use by us in our other operations.

Furthermore, certain uses of the assets of MMJ, including certain capital expenditures of MMJ, may require consent of MMJ's trustees and/or the Tokyo District Court.

On May 16, 2019, the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce added Huawei to the BIS's Entity List, which imposes limitations on the supply of certain U.S. items and product support to Huawei.

In 2019, our sales to Huawei accounted for 12% of our total revenue.

To ensure compliance with the Entity List restrictions, we suspended shipments of all products to Huawei, effective May 16, 2019.

We are reviewing our product portfolio to determine whether our products and related support are subject to the Export Administration Regulations, and therefore within the scope of the Entity List restrictions.

We have determined that certain products Huawei purchases from us are not subject to the Export Administration Regulations and consequently can be lawfully sold and shipped to Huawei.

Accordingly, we resumed shipping certain products to Huawei in the fourth quarter of 2019.

While Huawei remains on the Entity List, and in the absence of a license from the BIS, we may be unable to work with Huawei on future product development, which may have a negative effect on our ability to sell products to Huawei in the future.

Entity List restrictions may also encourage Huawei to seek to obtain a greater supply of similar or substitute products from our competitors that are not subject to these restrictions, thereby decreasing our long-term competitiveness as a supplier to Huawei.

Moreover, although Huawei is not prohibited from paying (and we are not restricted from collecting) accounts receivable for products we sell to Huawei, the credit risks associated with these accounts may have increased as a result of the BIS's actions.

We cannot predict what additional actions the U.S. government may take with respect to Huawei, including modifications to, or interpretations of, Entity List restrictions, export restrictions, tariffs, or other trade limitations or barriers.

The Entity List trade restrictions enacted during our third quarter of 2019 had an adverse effect on our business.

We are unable to predict the duration of the export restrictions imposed with respect to Huawei, whether any licenses will be issued, or the long-term effects on our business.

Other companies may be added to the Entity List and/or subject to trade restrictions.

For example, in October 2019, the U.S. government added several additional Chinese organizations to the Entity List, effective October 9, 2019.

| | |

| --- | --- |

In addition, a substantial portion of our manufacturing operations are located outside the United States.

In particular, a significant portion of our manufacturing operations are concentrated in Singapore, Taiwan, Japan, and China.

Many of our customers, suppliers, and vendors operate internationally and are also subject to the risks described below.

We have experienced restrictions on our ability to sell products to certain foreign customers where sales of products require export licenses or are prohibited by government action.

Possible future U.S. government actions could lead to additional or enhanced controls on exports from the United States to China or other countries, bans on sales to other key customers, or other similar restrictions.

Trade-related government actions, by China or other countries, that impose barriers or restrictions that would impact our ability to sell or ship products to Huawei or other customers may have a negative impact on our financial condition and results of operations.

We cannot predict the actions government entities may take in this context and may be unable to quickly offset or

effectively react to government actions that restrict our ability to sell to certain customers or in certain jurisdictions.

Government actions that affect our customers' ability to sell products or access critical elements of their supply chains may result in a decreased demand for their products, which may consequently reduce their demand for our products.

| • | political and economic instability; |

Financial Information – Item 8.

We are unable to predict the outcome of these matters and therefore cannot estimate the range of possible loss.

end-customer's needs and preferences.

costs incurred by the end user as a result of our customers' products failing to perform as specified.

We are

We are subject to allegations of securities violations and related wrongful acts.

[removed: This] [added: *This] discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended [removed: August 29, 2019.][added: September 3, 2020.]

[removed: Our] [added: Fiscal 2020 contains 53 weeks and our] fiscal [removed: 2019, 2018,] [added: 2019] and [removed: 2017] [added: 2018] each contain 52 weeks.

All tabular dollar amounts are in millions, except per share [removed: amounts.][added: amounts.*]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

[removed: Consolidated Results][added: Consolidated Results]

| [removed: For] [added: For] the year [removed: ended] [added: ended] | | [removed: 2019] | [added: 2020] | | | | | | [removed: 2018] | | | [added: 2019] | | | | [removed: 2017] | | | | | [added: 2018] | [added: | | | | | | | |]

| Revenue | | [removed: $] | [removed: 23,406] [added: $] | [added: 21,435] | | 100 | [added: |] % | [added: $] | [added: 23,406 | | 100 | | % |] $ | 30,391 | | [removed: |] 100 | [added: |] % | | [removed: $] | [removed: 20,322] | | | [removed: 100] | [removed: %] | [added: | |]

| Cost of goods sold | | [removed: 12,704] | [added: 14,883] | | | [removed: 54] [added: 69] | [added: |] % | [added: 12,704] | [removed: 12,500] | | [added: 54] | | [added: % | 12,500 | | |] 41 | [added: |] % | | [removed: 11,886] | | | | [removed: 58] | [removed: %] | [added: | |]

| Gross margin | | [removed: 10,702] | [added: 6,552] | | | [removed: 46] [added: 31] | [added: |] % | [added: 10,702] | [removed: 17,891] | | [added: 46] | | [added: % | 17,891 | | |] 59 | [added: |] % | | [removed: 8,436] | | | | [removed: 42] | [removed: %] | [added: | |]

| Selling, general, and administrative | | [removed: 836] | [added: 881] | | | 4 | [added: |] % | [added: 836] | [removed: 813] | | [added: 4] | | [added: % | 813 | | |] 3 | [added: |] % | | [removed: 743] | | | | [removed: 4] | [removed: %] | [added: | |]

| Research and development | | [removed: 2,441] | [added: 2,600] | | | [removed: 10] [added: 12] | [added: |] % | [added: 2,441] | [removed: 2,141] | | [added: 10] | | [added: % | 2,141 | | |] 7 | [added: |] % | | [removed: 1,824] | | | | [removed: 9] | [removed: %] | [added: | |]

| Other operating (income) expense, net | | [removed: 49] | [added: 68] | | | — | [added: |] % | [added: 49] | [removed: (57] | | [removed: )] [added: —] | | [added: % | (57) | | |] — | [added: |] % | | [removed: 1] | | | | [removed: —] | [removed: %] | [added: | |]

| Operating income | | [removed: 7,376] | [added: 3,003] | | | [removed: 32] [added: 14] | [added: |] % | [added: 7,376] | [removed: 14,994] | | [added: 32] | | [added: % | 14,994 | | |] 49 | [added: |] % | | [removed: 5,868] | | | | [removed: 29] | [removed: %] | [added: | |]

| Interest income (expense), net | | [removed: 77] | [added: (80)] | | | — | [added: |] % | [added: 77] | [removed: (222] | | [removed: )] [added: —] | | [removed: (1] [added: %] | [removed: )%] [added: (222)] | | [removed: (560] | [added: (1)] | [removed: )] | [added: %] | [removed: (3] | [removed: )%] | [added: | | | | | | |]

| Other non-operating income (expense), net | | [removed: (405] | [added: 60] | [removed: )] | | [removed: (2] [added: —] | [removed: )%] | [added: %] | [removed: (465] [added: (405)] | | [removed: )] | [added: (2)] | [removed: (2] | [removed: )%] [added: %] | [added: (465)] | [removed: (112] | | [removed: )] [added: (2)] | | [removed: (1] [added: %] | [removed: )%] | [added: | | | | | | | |]

| Income tax (provision) benefit | | [removed: (693] | [added: (280)] | [removed: )] | | [removed: (3] [added: (1)] | [removed: )%] | [added: %] | [removed: (168] [added: (693)] | | [removed: )] | [added: (3)] | [removed: (1] | [removed: )%] [added: %] | [added: (168)] | [removed: (114] | | [removed: )] [added: (1)] | | [removed: (1] [added: %] | [removed: )%] | [added: | | | | | | | |]

| Equity in net income (loss) of equity method investees | | [removed: 3] | [added: 7] | | | — | [added: |] % | [added: 3] | [removed: (1] | | [removed: )] [added: —] | | [added: % | (1) | | |] — | [added: |] % | | [removed: 8] | | | | [removed: —] | [removed: %] | [added: | |]

| Net income attributable to noncontrolling interests | | [removed: (45] | [added: (23)] | [removed: )] | | — | [added: |] % | [added: (45)] | [removed: (3] | | [removed: )] [added: —] | | [added: % | (3) | | |] — | [added: |] % | | [removed: (1] | | [removed: )] | | [removed: —] | [removed: %] | [added: | |]

| Net income attributable to Micron | | [added: |] $ | [removed: 6,313] [added: 2,687] | | [added: 13] | [removed: 27] | % | [added: $] | [added: 6,313 | | 27 | | % |] $ | 14,135 | | [removed: |] 47 | [added: |] % | | [removed: $] | [removed: 5,089] | | | [removed: 25] | [removed: %] | [added: | |]

[removed: Revenue] [added: Revenue] by Business [removed: Unit][added: Unit]

| CNBU | | [removed: $] | [removed: 9,968] [added: $] | [added: 9,184] | | 43 | [added: |] % | [added: $] | [added: 9,968 | | 43 | | % |] $ | 15,252 | | [removed: |] 50 | [added: |] % | | [removed: $] | [removed: 8,624] | | | [removed: 42] | [removed: %] | [added: | |]

| MBU | | [removed: 6,403] | [added: 5,702] | | | 27 | [added: |] % | [added: 6,403] | [removed: 6,579] | | [added: 27] | | [added: % | 6,579 | | |] 22 | [added: |] % | | [removed: 4,424] | | | | [removed: 22] | [removed: %] | [added: | |]

| SBU | | [removed: 3,826] | [added: 3,765] | | | [removed: 16] [added: 18] | [added: |] % | [added: 3,826] | [removed: 5,022] | | [added: 16] | | [added: % | 5,022 | | |] 17 | [added: |] % | | [removed: 4,514] | | | | [removed: 22] | [removed: %] | [added: | |]

| EBU | | [removed: 3,137] | [added: 2,759] | | | 13 | [added: |] % | [added: 3,137] | [removed: 3,479] | | [added: 13] | | [added: % | 3,479 | | |] 11 | [added: |] % | | [removed: 2,695] | | | | [removed: 13] | [removed: %] | [added: | |]

| All Other | | [removed: 72] | [added: 25] | | | — | [added: |] % | [added: 72] | [removed: 59] | | [added: —] | | [added: % | 59 | | |] — | [added: |] % | | [removed: 65] | | | | [removed: —] | [removed: %] | [added: | |]

| | | [added: |] $ | [removed: 23,406] [added: 21,435] | | | | | [added: $] | [added: 23,406 | | | | |] $ | 30,391 | | | | | | [removed: $] | [removed: 20,322] | | | | | [added: | |]

[removed: Percentages] [added: *Percentages] of total revenue may not total 100% due to [removed: rounding.][added: rounding.*]

[added: -] CNBU revenue [removed: for 2019] decreased 35% [removed: as compared to 2018] due to challenging market conditions in 2019, which led to price declines.

[added: -] MBU revenue [removed: for 2019] decreased 3% [removed: as compared to 2018] primarily due to price declines offset by strong execution in developing and qualifying mobile managed NAND products and continued content growth in smartphones, which combined to drive [added: a] significant increase in shipment volumes.

[added: -] SBU revenue [removed: for 2019] decreased 24% [removed: as compared to 2018] primarily due to price declines, partially offset by significant growth in shipment volumes as a result of strong execution in ramping 64-layer and 96-layer TLC NAND products.

SBU revenue [removed: includes] [added: included] products manufactured and sold to Intel under a long-term supply agreement at prices approximating cost, which included 3D XPoint memory and NAND, aggregating [removed: $682] [added: $124] million, [removed: $541] [added: $682] million, and [removed: $553] [added: $541] million, for [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively.

[added: -] EBU revenue [removed: for 2019] decreased 10% [removed: as compared to 2018] primarily due to lower sales to consumer markets as a result of weak demand and pricing, partially offset by increases in sales to automotive and industrial markets.

[removed: Operating] [added: Operating] Income (Loss) by Business [removed: Unit][added: Unit]

| CNBU | | [added: |] $ | [removed: 4,645] [added: 2,010] | | [added: 22] | [removed: 47] | % | [added: $] | [added: 4,645 | | 47 | | % |] $ | 9,773 | | [removed: |] 64 | [added: |] % | | [removed: $] | [removed: 3,755] | | | [removed: 44] | [removed: %] | [added: | |]

| MBU | | [removed: 2,606] | [added: 1,074] | | | [removed: 41] [added: 19] | [added: |] % | [added: 2,606] | [removed: 3,033] | | [added: 41] | | [added: % | 3,033 | | |] 46 | [added: |] % | | [removed: 927] | | | | [removed: 21] | [removed: %] | [added: | |]

| SBU | | [removed: (386] | [added: 36] | [removed: )] | | [removed: (10] [added: 1] | [removed: )%] | [added: %] | [removed: 964] [added: (386)] | | | [added: (10)] | [added: | % | 964 | | |] 19 | [added: |] % | | [removed: 552] | | | | [removed: 12] | [removed: %] | [added: | |]

| EBU | | [removed: 923] | [added: 301] | | | [removed: 29] [added: 11] | [added: |] % | [added: 923] | [removed: 1,473] | | [added: 29] | | [added: % | 1,473 | | |] 42 | [added: |] % | | [removed: 975] | | | | [removed: 36] | [removed: %] | [added: | |]

| All Other | | [removed: 13] | [added: (2)] | | | [removed: 18] [added: (8)] | [added: |] % | [added: 13] | [removed: —] | | [added: 18] | | [added: % |] — | [added: | | — | |] % | | [removed: 23] | | | | [removed: 35] | [removed: %] | [added: | |]

| | | [added: |] $ | [removed: 7,801] [added: 3,419] | | | | | [added: $] | [added: 7,801 | | | | |] $ | 15,243 | | | | | | [removed: $] | [removed: 6,232] | | | | | [added: | |]

[removed: Percentages] [added: *Percentages] reflect operating income (loss) as a percentage of revenue for each business [removed: unit.][added: unit.*]

Our fourth quarter of fiscal 2020 contained 14 weeks.

Impact of COVID-19 on Our Business

Events surrounding the ongoing COVID-19 outbreak have resulted in a reduction in economic activity across the globe, which has affected demand for certain of our products.

While we have observed demand increases in some areas of our business that support a stay-at-home economy, such as products used in data center infrastructure, notebook computers, and similar applications, we have also observed demand decreases in other categories such as smartphones, consumer electronics, automotive, desktop PCs, and enterprise markets.

The ultimate extent to which COVID-19 will impact demand for our products depends on future developments, which are highly uncertain and very difficult to predict, including new information that may emerge concerning the severity of the coronavirus and actions to contain and treat its impacts.

 34

While all our global sites are currently operating with close to full staff and at normal capacity levels, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on government mandates.

We may be required to, or deem it to be in the best interest of our employees, customers, partners, suppliers, and stakeholders, to alter our business operations in order to maintain a healthy and safe environment.

It is not clear what potential effects any such alterations or modifications may have on our business, including effects on our customers, employees, and prospects, or on our financial results.

We are following government policies and recommendations designed to slow the spread of COVID-19 and remain committed to the health and safety of our team members, contractors, suppliers, customers, distributors, and communities.

Our efforts to respond to the COVID-19 outbreak include the following:

- We have put health screenings in place, required physical distancing, established team separation protocols, and made equipment upgrades at our facilities.

We are also prohibiting visitors, have significantly decreased business travel, and are generally requiring team members to work from home where possible.

Where work from home is not possible, all on-site team members must pass thermal scanning equipment to ensure they do not have an elevated body temperature and must wear a mask at all times.

- To respond to changing market conditions, we have shifted some supply from markets which have experienced declines in demand, such as smartphones, consumer electronics, desktop PCs, automotive, and enterprise to markets that have experienced demand increases, such as data center, cloud server, notebooks, and gaming.

- We have evaluated our supply chain and communicated with our suppliers to identify supply gaps and taken steps to ensure continuity.

In some cases, we have added alternative suppliers and increased our on-hand inventory of raw materials needed in our operations.

- We have added assembly and test capacity to provide redundant manufacturing capability through our network of captive operations and external partners.

- We are evaluating all our construction projects across our global manufacturing operations and enacting protocols to enhance the safety of our team members, suppliers, and contractors.

- We have developed strategies and are implementing measures to respond to a variety of potential economic scenarios, such as limitations on new hiring and business travel and reductions of discretionary spending.

- We are working with government authorities in the jurisdictions where we operate, and continuing to monitor our operations in an effort to ensure we follow government requirements, relevant regulations, industry standards, and best practices to help safeguard our team members, while safely continuing operations at our sites across the globe.

We believe these actions are appropriate and prudent to safeguard our team members, contractors, suppliers, customers, and communities, while allowing us to safely continue operations, but we cannot predict how the steps we, our team members, government entities, suppliers, or customers take in response to the COVID-19 outbreak will ultimately impact our business, outlook, or results of operations.

35 | 2020 10-K

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Total Revenue: Total revenue for 2020 decreased 8% as compared to 2019 primarily due to a decline in DRAM sales partially offset by an increase in NAND sales.

Sales of DRAM products for 2020 decreased 14% as compared to 2019 as average selling prices declined in the mid-30% range due to challenging market conditions, partially offset by growth in bit shipments in the low-30% range driven by cloud server, enterprise server, and mobile markets.

Sales of NAND products for 2020 increased 14% as compared to 2019 primarily due to increases in bit shipments in the mid-20% range driven by sales of SSDs to data center customers and sales of managed NAND products, partially offset by a high-single digit percent decline in average selling prices.

The U.S. Bureau of Industry and Security (“BIS”) enacted broad trade restrictions with respect to Huawei (which represented approximately 10% of our revenue in the fourth quarter of 2020 and 12% in 2019) that took effect on September 15, 2020 and currently prevent us from shipping products to Huawei.

We cannot predict the duration these restrictions will remain in place and whether the BIS will grant us licenses to ship products to Huawei.

We may not be able to replace the lost revenue opportunities associated with such restrictions.

Overall Gross Margin: Our overall gross margin percentage decreased to 31% for 2020 from 46% for 2019, primarily due to declines in average selling prices, partially offset by the effect of decreases in non-cash depreciation expense from the revision in estimated useful lives of equipment in our NAND wafer fabrication facilities described below, cost reductions resulting from strong execution in delivering products featuring advanced technologies, and continuous improvement initiatives to reduce production costs.

Our gross margins included the impact of underutilization costs at MTU of $557 million for 2020, $384 million for 2019, and $262 million for 2018.

We expect underutilization costs at MTU to gradually decline through 2021 as we redeploy equipment and continue to right-size our capacity.

 36

We periodically assess the estimated useful lives of our property, plant, and equipment.

Based on our assessment of planned technology node transitions, capital spending, and re-use rates, we revised the estimated useful lives of the existing equipment in our NAND wafer fabrication facilities and our research and development facilities from five years to seven years as of the beginning of the first quarter of 2020.

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Total Revenue

Total revenue for 2018 increased 50% as compared to 2017.

Higher revenue in 2018 for both DRAM and NAND as compared to 2017 were driven by strong execution in delivering high-value products featuring our 1Xnm DRAM and 64-layer 3D NAND technologies combined with strong demand for products across our primary markets.

Sales of DRAM products for 2018 increased 64% from 2017 primarily due to an increase in average selling prices of approximately 35% and an increase in sales volumes of approximately 20% as a result of strong market conditions, particularly for cloud, enterprise, mobile, and graphics markets, combined with increased sales into high-value markets.

Sales of NAND products for 2018 increased 20% from 2017 despite declines in average selling prices primarily due to an increase in sales volumes of approximately 30% driven by increases in sales of high-value SSD and mobile managed NAND products enabled by strong demand and our execution in delivering 3D NAND products.

Overall Gross Margin

Underutilization of IMFT assets adversely impacted our gross margin by a per-quarter average of approximately $100 million in 2019 and $65 million in 2018, and we anticipate the adverse impact of underutilization at IMFT to increase to approximately $150 million per quarter beginning in the first quarter of 2020.

We continue to evaluate planned technology node transitions, capital spending and re-use rates for NAND equipment.

Based on our preliminary assessment, we anticipate changing the depreciable life of our NAND equipment from five to seven years beginning in the first quarter of 2020.

We anticipate this change will reduce our depreciation expense included in cost of goods sold for the first quarter of 2020 by approximately $80 million, increasing to approximately $100 to $150 million per quarter for the remainder of 2020.

Our overall gross margin percentage increased to 59% for 2018 from 42% for 2017 primarily due to favorable market conditions across key markets combined with strong execution in delivering products featuring advanced technologies, including 1Xnm DRAM and 64-layer 3D NAND, enabling manufacturing cost reductions.

For 2018 as compared to 2017, pricing for DRAM products increased while manufacturing costs declined and, for NAND products, manufacturing cost reductions outpaced declines in average selling prices.

CNBU revenue for 2018 increased 77% as compared to 2017 due to strong market conditions and demand in key markets, including cloud server, client, enterprise server, and graphics, which drove increases in pricing and sales volumes.

Sales into cloud and graphics markets more than doubled in 2018 as compared to 2017.

MBU revenue for 2018 increased 49% as compared to 2017 primarily due to customer qualifications for LPDRAM and managed NAND products, which combined with higher memory content in smartphones to drive improvements in DRAM pricing and increases in sales volumes.

SBU revenue for 2018 from all other sales of NAND products (excluding sales to Intel at prices approximating cost) increased 13% as compared to 2017 driven by higher sales of SSD storage products, which increased by 72%, partially offset by declines in SBU NAND component sales from a strategic reallocation of supply from component sales to SSD and mobile managed NAND products.

Increases in SBU sales volumes for 2018 resulting from strong demand for cloud and enterprise SSD markets more than offset declines in selling prices.

EBU revenue for 2018 increased 29% as compared to 2017 primarily due to strong demand across EBU's primary markets including consumer, industrial multimarkets, and automotive.

CNBU operating income for 2018 improved from 2017 primarily due to improved pricing and higher sales volumes resulting from strong demand for our products combined with manufacturing cost reductions.

SBU operating income for 2018 improved from 2017 primarily due to manufacturing cost reductions enabled by our execution in transitioning to 64-layer TLC 3D NAND products and improvements in product mix.

SBU operating income for 2018 was adversely impacted by higher costs associated with IMFT's production of 3D XPoint memory products at less than full capacity.

EBU operating income for 2018 increased as compared to 2017 as a result of increases in average selling prices, manufacturing cost reductions, and increases in sales volumes, partially offset by higher R&D costs.

Selling, General, and Administrative

SG&A expenses for 2018 were 9% higher than 2017 primarily due to increases in legal costs, consulting fees, and employee compensation.

The decrease in R&D reimbursements for 2019 was primarily due to reductions in our joint development activities with Intel for 3D NAND and 3D XPoint technologies.

In 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND and we substantially completed this cost-sharing agreement in the third quarter of 2019.

In 2018, we announced that we and Intel will no longer jointly develop 3D XPoint technology beyond the second generation and we substantially completed this cost-sharing agreement in the first quarter of 2020.

Income Taxes

In connection with the provisions of the Tax Act, we made an accounting policy election to treat the Foreign Minimum Tax provision as a period cost in the period the tax is incurred.

SEC Staff Accounting Bulletin No. 118 ("SAB 118") allowed the use of provisional amounts (reasonable estimates) if the analyses of the impacts of the Tax Act had not been completed when financial statements were issued.

During

2019, we finalized the computations of the income tax effects of the Tax Act.

As such, in accordance with SAB 118, our accounting for the effects of the Tax Act is complete.

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As a result of the Tax Act, we reevaluated our indefinite reinvestment assertion in 2018 and deemed a portion of our accumulated foreign earnings to be no longer indefinitely reinvested.

Although these earnings have been subject to U.S. federal income tax under the Repatriation Tax, the repatriation to the United States of all or a portion of these earnings would potentially be subject to foreign withholding and state income tax.

As of August 29, 2019, we had a deferred tax liability of $10 million associated with our undistributed earnings.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

As of [removed: August 29, 2019] [added: September 3, 2020] and August [removed: 30, 2018,] [added: 29, 2019,] we had fixed-rate debt of [removed: $5.3] [added: $4.9] billion and [removed: $3.1] [added: $5.3] billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.

We estimate that, as of [removed: August 29, 2019] [added: September 3, 2020] and August [removed: 30, 2018,] [added: 29, 2019,] a decrease in market interest rates of 1% would increase the fair value of our fixed-rate debt by [removed: approximately $290 million and $79 million, respectively.][added: nearly $300 million.]

As of August 29, 2019, we had no [removed: variable-rate] [added: variable rate] debt.

As of [removed: August 30, 2018,] [added: September 3, 2020, we had variable-rate debt of $1.25 billion and, therefore,] a 1% increase in the interest rates of our variable-rate debt would result in an increase in annual interest expense of approximately [removed: $7] [added: $13] million.

[removed: Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk][added: Risk]

The substantial majority of our sales are transacted in the U.S. dollar; however, significant amounts of our [removed: debt,] operating [removed: expenditures,] [added: expenditures] and capital [removed: purchases] [added: purchases, and certain assets and liabilities,] are incurred in or exposed to other currencies, primarily the euro, New Taiwan dollar, Singapore dollar, and yen.

[removed: We generally utilize currency forward contracts in these] hedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements.

Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately [removed: $149] [added: $98] million as of [removed: August 29, 2019] [added: September 3, 2020] and [removed: $78] [added: $149] million as of August [removed: 30, 2018.][added: 29, 2019.]

The effectiveness of our hedges is dependent, among other factors, upon our ability to accurately [removed: forecast our monetary assets and liabilities.][added: measure exposures on a timely basis.]

To hedge the exposure of changes in cash flows from changes in currency exchange rates for certain capital [removed: expenditures,] [added: expenditures and manufacturing costs,] we may utilize currency forward contracts that generally mature within [removed: 12 months.][added: two years.]

We generally utilize currency forward contracts in these

45 | 2020 10-K

 46

As of August 30, 2018, we had variable-rate debt of $725 million.

[removed: Overview][added: Overview]

Through our global brands [removed: – Micron®, Crucial®,] [added: — Micron®] and [removed: Ballistix® –] [added: Crucial® —] our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, 3D XPointTM memory, and NOR, is transforming how the world uses information to enrich [removed: life.][added: life *for all*.]

Backed by [added: more than] 40 years of technology leadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, 5G, machine learning, and autonomous vehicles, in key market segments like mobile, data center, client, consumer, industrial, graphics, automotive, and networking.

We manufacture our products at wholly-owned [removed: and joint venture] facilities and also utilize subcontractors to perform certain manufacturing processes.

We make significant investments to develop proprietary product and process technology, which are implemented in our manufacturing [removed: facilities.][added: facilities, and generally 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.]

[removed: Our] [added: A significant portion of our revenues are from sales of] managed NAND and SSD [removed: storage] products, which incorporate NAND, a controller, and [removed: firmware, constitute a significant portion of our revenues.][added: firmware.]

[removed: Products][added: Products]

Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms [removed: are] [added: is] based on our high-performance semiconductor memory and storage technologies, including DRAM, NAND, [removed: NOR,] 3D XPoint memory, [added: NOR,] and other technologies.

We sell our products into various markets through our [removed: four] business units in [removed: various] [added: numerous] forms, including wafers, components, modules, SSDs, [added: managed NAND,] and MCP products.

Our position as a developer and manufacturer of DRAM, NAND, [added: 3D XPoint memory,] NOR, and other emerging memory technologies uniquely enables us to collaborate with our customers to ensure our technology and engineering roadmaps deliver critical features.

[removed: Compute] [added: Compute] and Networking Business Unit [added: (“CNBU”)]

CNBU reported revenue of [removed: $9.97] [added: $9.18] billion in [removed: 2019, $15.25] [added: 2020, $9.97] billion in [removed: 2018,] [added: 2019,] and [removed: $8.62] [added: $15.25] billion in [removed: 2017.][added: 2018.]

[removed: Client: The] [added: *Client*: CNBU sales to the] client market [removed: was CNBU's largest revenue segment] in [removed: 2019 and] [added: 2020] consisted [removed: predominantly] [added: primarily] of [removed: our] [added: 1Xnm and 1Ynm] DDR4 DRAM products.

In [removed: 2019,] [added: 2020,] we [added: also] achieved significant production and sales to the client market [added: of our DDR4 DRAM products] from our [removed: 1Xnm and 1Ynm] [added: 1Znm] technology.

Our products sold to the client market support both commercial and consumer PC [removed: unit] growth, with [removed: commercial] growth driven [removed: primarily] by [removed: replacement cycles from upgraded operating systems.][added: the rapid deployment of PCs to support the work-from-home and e-learning environments as the world responded to the COVID-19 pandemic.]

[removed: Cloud Server:] [added: *Cloud Server*:] CNBU sales to the cloud market in [removed: 2019] [added: 2020] consisted [removed: predominantly] [added: primarily] of our [removed: second-generation 1Xnm] [added: 1Xnm, 1Ynm, and 1Znm] DDR4 [removed: DRAM.][added: DRAM products.]

The cloud server market has [added: also] been driven, in part, by intelligent edge devices capable of artificial intelligence and augmented reality that store and access data in the cloud.

[removed: Enterprise:] [added: *Enterprise*:] CNBU sales [removed: in 2019 into] [added: to] the enterprise market [added: in 2020] consisted [removed: predominantly] [added: primarily] of our [removed: second-generation] 1Xnm [added: and 1Ynm] DDR4 DRAM products.

The enterprise market is experiencing demand from intelligent edge devices requiring rapid data analysis and storage to enable machine learning, training, and [removed: inferencing.][added: inference.]

[removed: Graphics:] The graphics market is driven by the need for high-performance, high-bandwidth, and cost-effective memory solutions.

Our GDDR6 and GDDR5 DRAM graphics products are incorporated into game consoles, PC graphics [removed: cards] [added: cards,] and graphics processing unit-based data center solutions, which are the driving force behind applications such as artificial intelligence, virtual and augmented reality, 4K and 8K gaming, and professional design.

[removed: Networking:] The networking memory market [removed: is characterized by] [added: has relatively] long life-cycle DRAM [removed: products, and] [added: products and,] accordingly, a significant portion of our sales consisted of products manufactured on our legacy [removed: 25nm and 20nm-series] DRAM technology.

[removed: Mobile] [added: Mobile] Business Unit [added: (“MBU”)]

MBU includes memory products sold into smartphone and other mobile-device markets and includes discrete [removed: DRAM, discrete] NAND, [added: DRAM,] and managed NAND.

MBU managed NAND includes [removed: e.MMC] [added: embedded multi-media controller (“e.MMC”)] and universal flash storage [removed: ("UFS")] [added: (“UFS”)] solutions, each of which combine high-capacity NAND with a high-speed controller and [removed: firmware in a small ball-grid array,] [added: firmware,] and [removed: eMCP] [added: eMCP/uMCP] products, which combine an e.MMC/UFS solution with LPDRAM.

MBU reported revenue of [removed: $6.40] [added: $5.70] billion in [removed: 2019, $6.58] [added: 2020, $6.40] billion in [removed: 2018,] [added: 2019,] and [removed: $4.42] [added: $6.58] billion in [removed: 2017.][added: 2018.]

[removed: Smartphone:] [added: *Smartphone*:] MBU sales to the smartphone market in [removed: 2019] [added: 2020] consisted primarily of our 1Xnm [removed: LPDDR4] and [added: 1Ynm LPDDR4, LPDDR5, and] managed NAND solutions.

[removed: High-end] [added: end] smartphones incorporate higher levels of NAND and LPDRAM that enable features such as larger 4K displays, multiple high-resolution cameras, and 4K high-dynamic range video recording.

[removed: Other:] [added: *Other*:] MBU sales [added: in 2020] also [removed: include] [added: included] products sold into the feature [removed: phone,] [added: and disposable phone markets,] mobile PC, and tablet markets.

Sales primarily [removed: consist] [added: consisted] of LPDDR4, LPDDR3, and [removed: TLC NAND.][added: eMCPs.]

[removed: Storage] [added: Storage] Business Unit [added: (“SBU”)]

SBU reported revenue of [removed: $3.83] [added: $3.77] billion in [removed: 2019, $5.02] [added: 2020, $3.83] billion in [removed: 2018,] [added: 2019,] and [removed: $4.51] [added: $5.02] billion in [removed: 2017.][added: 2018.]

[removed: SSDs:] [added: *SSDs*:] SSD storage products incorporate NAND, a controller, and firmware and offer significant performance and features over [removed: HDDs,] [added: hard disk drives,] including [removed: a] smaller form [removed: factor,] [added: factors,] faster read and write speeds, [removed: solid-state architecture,] [added: higher] reliability, and lower power consumption.

[removed: Enterprise] [added: *Enterprise] and Cloud [removed: SSDs:] [added: SSDs*:] SBU sales to the enterprise and cloud SSD markets in [removed: 2019] [added: 2020] consisted primarily of our [removed: flagship SATA 5200] [added: 5300, 5200,] and 5100 series [added: SATA] SSDs.

Similar to trends in the memory market, the enterprise and cloud storage markets have been driven by [removed: intelligent] [added: advanced] edge devices capable of artificial intelligence, augmented reality, and other features that store, access, and analyze data in the cloud.

[removed: Artificial intelligence servers require significantly higher SSD capacity and our 64-layer QLC NAND] [added: Our] technology [removed: provides] [added: is providing] cost-optimized storage solutions [removed: with] [added: at a] significantly lower total cost of ownership for [removed: read-intensive cloud] [added: demanding] workloads.

Our client SSDs, [added: targeted for leading personal computer OEMs as a replacement to hard disk drives, are] used in notebooks, desktops, workstations, and other consumer applications, [added: and] deliver high performance, power efficiency, security, and [removed: capacity to our customers.][added: capacity.]

[removed: Consumer SSDs:] [added: *Consumer SSDs*:] SBU sales to the consumer SSD market in [removed: 2019] [added: 2020] consisted primarily of our Crucial-branded [removed: MX500] [added: MX500/BX500] SATA [removed: SSD, utilizing] [added: SSDs and] our [removed: 64-layer] [added: P1/P2 PCIe SSDs, which utilize our NAND QLC and] TLC [removed: 3D NAND.][added: technologies.]

Similar to the client SSD market, our consumer SSD solutions are replacing [removed: HDDs] [added: hard disk drives] as [removed: end-users] [added: end users] seek the higher performance, power savings, and reliability of [removed: our] SSDs.

[added: The X100 NVMe SSD is the first product in a new family of high-performance memory solutions based on] 3D XPoint [removed: technology] [added: technology, which] has higher chip density than DRAM, up to 1,000 times lower latency, and exponentially greater endurance than NAND.

An increasing portion of our SSDs incorporate proprietary controllers and firmware that we have developed.

Impact of COVID-19 on Our Business

Events surrounding the ongoing COVID-19 outbreak have resulted in a reduction in economic activity across the globe.

The ultimate severity and duration of these economic repercussions, including any resulting impact on our business, remain largely unknown and will depend on many factors, including the speed and effectiveness of the containment efforts and economic intervention throughout the world.

From the start of the COVID-19 outbreak, we proactively implemented preventative protocols intended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and to ensure business continuity in the event government restrictions or severe outbreaks impact our operations at certain sites.

While all our global sites are currently operational, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on actions we deem to be prudent or as a result of government mandates.

We remain committed to providing a healthy and safe environment and continue to actively monitor the situation.

We may take further actions to alter our business operations to ensure the health and safety of all our stakeholders, or as required by government authorities.

3 | 2020 10-K

Across our entire portfolio of products, we continue to focus on product differentiation and portfolio expansion to grow our share of industry profits while maintaining stable bit share.

Our system-level solutions, including SSDs, managed NAND, and MCPs, typically include a controller and firmware and in some cases combine DRAM, NAND, and/or NOR.

Product Technologies

DRAM: DRAM products are dynamic random access memory semiconductor devices with low latency that provide high-speed data retrieval with a variety of performance characteristics.

DRAM products lose content when power is turned off (“volatile”) and are most commonly used in client, cloud server, enterprise, networking, graphics, industrial, and automotive markets.

Low-power DRAM (“LPDRAM”) products, which are engineered to meet standards for performance and power consumption, are sold into smartphone and other mobile-device markets, as well as into the automotive, industrial, and consumer markets.

NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics.

NAND is used in SSDs for the enterprise and cloud, client, and consumer markets and in removable storage markets.

Managed NAND is used in smartphones and other mobile devices, and in consumer, automotive, and embedded markets.

Low-density NAND is ideal for applications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.

3D XPoint: 3D XPoint is a new class of non-volatile technology between DRAM and NAND in the memory and storage hierarchy, offering higher capacity and non-volatility over DRAM along with lower latency and higher endurance as compared to NAND.

3D XPoint technology is ideal for data center and other markets requiring high-bandwidth storage and low-latency performance.

NOR: NOR products are non-volatile re-writable semiconductor memory devices that provide fast read speeds.

NOR is most commonly used for reliable code storage (e.g., boot, application, operating system, and execute-in-place code in an embedded system) and for frequently changing small data storage and is ideal for automotive, industrial, and consumer applications.

Products by Business Unit and Market

In late 2019, we were the first to introduce volume production of 1Znm DRAM which, at the time, was the industry's most advanced node.

In 2020, we began ramping our 1Znm technology and achieved bit production crossover in the second half of 2020 with the aggregate of our 1Ynm and 1Znm nodes comprising more than 50% of our DRAM bit production.

We began sampling 1Znm DDR5 modules and are on track to introduce high bandwidth memory in calendar 2020.

We continue to make meaningful progress on our 1-alpha nm node, which we expect to introduce in 2021.

During 2020, we began sampling our first high-bandwidth DRAM memory product, which is competitive with the industry's most advanced products, to enable expansion of our AI data center opportunities.

 4

The cloud server market continued to experience significant growth in 2020 due to strong demand from the work-from-home and e-learning environments, video streaming, and significant increases in e-commerce activity around the world.

In 2020, we started providing early engineering samples of 1Znm DDR5 products for enterprise applications.

*Graphics*: CNBU sales to the graphics market in 2020 consisted primarily of GDDR6 and GDDR5 graphics products.

In addition, in 2020, we started shipping GDDR6 DRAM products for next-generation gaming consoles and also introduced our leading-edge GDDR6X graphics memory, which delivers unprecedented speed, power, and bandwidth for high-performance graphics and computing.

Our GDDR6X products feature innovative signal transmission technology enabling over 1-terabyte of memory bandwidth to deliver an immersive, real-life gaming experience.

*Networking*: CNBU sales to the networking market in 2020 consisted primarily of DDR4 and DDR3 DRAM products.

In 2020, demand was driven, in part, by rapid work-from-home infrastructure deployment, as well as increased 5G build-out in certain geographic locations to further support the growth of the advanced 5G networking infrastructure.

*3D XPoint*: CNBU sales of 3D XPoint memory consisted primarily of wafers sold to Intel.

In 2020, we introduced our X100 NVMe SSD, the fastest storage device in the world.

In 2020, we were the first company to deliver LPDDR5 mobile DRAM products to customers, including our LPDDR5 products in select 5G-capable smartphones, in capacities up to 12GB.

We generally 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 develop firmware and, in 2019, introduced our proprietary controllers into our SSDs.

We market our products through our internal sales force, independent sales representatives, and distributors primarily to original equipment manufacturers and retailers located around the world.

MCP products combine DRAM, NAND, and/or NOR and in some cases also include a controller and firmware.

We achieved bit shipment crossover to 1Xnm DRAM products in 2019 and began shipments of our 1Ynm DRAM.

In 2019, we began enablement of our 1Znm products, designed to meet the need for better performance, higher density, and reduced power consumption in data center and other applications, and became the first memory company to begin mass production of 16Gb DDR4 memory products using 1Znm technology.

Our 1Znm 16Gb DDR4 product delivers substantially higher bit density as well as significant

performance enhancements and lower cost compared to the previous generation 1Ynm node and reduces power consumption by approximately 40% compared to previous generations of 8Gb DDR4-based products.

We also offer LPDDR4/4X and LPDDR3 products that are incorporated into ultra-thin notebooks with low power features.

Growth was primarily driven by increases in memory content per unit.

In 2019, we qualified RDIMM products incorporating our 1Ynm DRAM with key cloud server customers.

The cloud server market continues to experience significant growth, offering improved costs, security, stability, and flexibility.

In 2019, we qualified our 64GB DDR4 modules incorporating our 1Ynm DRAM with key enterprise customers for use in servers.

Our enterprise RDIMM DRAM memory modules provide the high performance, quality, and reliability required for these applications.

In 2018, we started volume production of our 8Gb GDDR6 DRAM and, in 2019, expanded our customer base and introduced our high-performance 16Gb GDDR6 DRAM.

In 2019, we accelerated sales of 4Gb and 8Gb DDR4 DRAM into emerging 5G applications and supported further build-out of advanced networking infrastructure to our large corporate and cloud data center customers.

In 2019, we introduced our 1Ynm 12Gb LPDDR5 mobile DRAM, which offers the highest performance and density available for the mobile market.

We also started volume shipments of our 1Znm 16Gb LPDDR4 mobile DRAM in discrete and MCP packages, which is the world's first 16Gb monolithic LPDRAM, enabling higher densities for the mobile market at a more competitive cost structure.

In 2019, we launched our second-generation UFS product with best-in-class endurance.

Our managed NAND bit shipments in 2019 more than tripled year-on-year, driven by growth of MCP and discrete NAND e.MMC and UFS products.

In the fourth quarter of 2019, we started volume shipments of a new leading-edge UFS-based MCP ("uMCP") that uses our 1Z LPDRAM.

This new UFS MCP enables flagship-like performance and densities to mid and high-end smartphones.

Our LPDRAM solutions are engineered to meet the demanding performance and power specifications of industry-leading smartphone manufacturers.

In 2019, we continued to ramp our 96-layer 3D NAND, enabling cost reductions as compared to our 64-layer 3D NAND.

Our 3D NAND technologies utilize CMOS under the array ("CuA") technology to reduce die sizes and deliver improved performance when compared to competitive approaches.

In 2019, we continued to make progress on our 128-layer 3D NAND, which uses replacement gate technology.

Our first replacement gate node will be based on our 128-layer 3D NAND, but is expected to be used across a select set of products.

With the high initial capital requirements of transitioning from floating gate to replacement gate technology, we don't expect meaningful cost reductions until 2021, when our second-generation replacement gate node is broadly deployed.

We believe our replacement gate architecture will allow us to deliver performance improvements and provide an efficient path towards scaling multiple future generations of 3D NAND.

Given a more limited initial deployment of our first node of replacement gate technology, we expect that our NAND bit supply growth in calendar 2020 will be below industry demand levels and plan to utilize our cost-effective floating gate inventory to meet growth in customer demand.

In 2019, we continued offering our 5200 series SATA SSDs, which deliver best-in-class performance and capacity and achieved revenue crossover from our 5100 series SSDs.

In 2019, we launched our 9300 Datacenter NVMe SSDs for enterprise and cloud markets.

These 9300 NVMe SSDs feature industry-leading sequential write performance and latency, increased capacities, and nearly a 30% reduction in power consumption over the previous generation.

By leveraging our advanced CuA NAND in enterprise and cloud SSDs, we deliver low-cost, high-density, high-performance storage solutions.

Client SSDs: SBU sales to the client SSD market in 2019 consisted primarily of our 1100 series 3D NAND SATA Client SSDs, which are targeted for leading personal computer OEMs as a replacement to HDDs.

In 2019, we introduced our next-generation 1300 series SATA SSD, which is one of the industry's first 96-layer TLC 3D NAND-based SSDs.

Our 1300 series SATA SSD offers fast storage, device-level security, thermal management, and extended battery life for mobile, desktop, and workstation PCs.

We also introduced our 2200 series PCIe NVMe SSD portfolio, which supports the NVM Express™ protocol, bringing increased bandwidth and reduced latency to client computing markets.

The 2200 PCIe NVMe SSD is a vertically integrated solution that includes our 3D TLC NAND, internally designed ASIC, and firmware in an M.2 form factor.

In 2019, we began shipments to large PC OEMs of our new 2200 PCIe NVMe SSD and we continue to achieve qualification with more customers.

[removed: Reorganization] [added: Reorganization] Proceedings of the MMJ [removed: Companies][added: Companies]

In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, [removed: a Japanese corporation,] pursuant to the terms and conditions of an Agreement on Support for Reorganization Companies [removed: (as amended, the "Sponsor Agreement")] [added: (the “Sponsor Agreement”)] that we entered into in 2012 with the trustees of the MMJ [removed: Companies'] [added: Companies’] pending corporate reorganization proceedings under the Corporate Reorganization Act of Japan.

Under the Sponsor Agreement, we agreed to provide certain support for the reorganization of the MMJ Companies and the trustees agreed to [removed: prepare and] seek approval [added: for such support] from the Tokyo District Court and the MMJ [removed: Companies' creditors of plan of] [added: Companies’] reorganization [removed: consistent with such support.][added: creditors.]

The [removed: plan of] reorganization [removed: provides] [added: provided] for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen, less certain [removed: expenses of the reorganization proceedings and certain other items.][added: expenses.]

The plan of reorganization also provided for [removed: the investment by us pursuant to the Sponsor Agreement] [added: our cash payment at closing] of 60 billion yen [removed: paid at closing in cash] into MMJ [removed: in exchange for 100% ownership of MMJ's equity and the use of such investment] to fund the initial installment payment [removed: by the MMJ Companies] to [removed: their] [added: the] creditors of 60 billion [removed: yen, subject to reduction for certain items specified] [added: yen] in [removed: the Sponsor Agreement and plan] [added: exchange for 100% ownership] of [removed: reorganization.][added: MMJ’s equity.]

Under [removed: MMJ's] [added: MMJ’s] plan of reorganization, secured creditors [removed: will recover] [added: recovered] 100% of the amount of their fixed claims [added: on or before the sixth annual installment payment,] and unsecured creditors [removed: will recover] [added: recovered] at least 17.4% of the amount of their fixed [removed: claims.][added: claims in seven annual installments.]

[removed: The unsecured creditors of MAI were scheduled to be paid in seven installments; however, in] [added: In] connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and [removed: MAI's] [added: MAI’s] reorganization proceedings were [removed: closed.][added: closed at that time.]

Because [removed: MMJ's] [added: MMJ’s] plan of reorganization [removed: provides] [added: provided] for ongoing payments to [removed: creditors] [added: creditors, the reorganization proceedings continued] following the closing of the MMJ [removed: acquisition, the reorganization proceedings in Japan are continuing] [added: acquisition] and MMJ [removed: remains] [added: remained] subject to the oversight of the Tokyo District Court and [removed: of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the Tokyo District Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings.][added: two trustees.]

See [removed: "Part] [added: “Part] II – [removed: Financial Information –] Item 8.

31 | 2020 10-K

The final creditor payment under MMJ’s plan of reorganization occurred in December 2019 and, on July 22, 2020, the Tokyo District Court issued a termination order formally closing the reorganization proceedings and ending the oversight of MMJ’s operations by the Tokyo District Court and trustees.

The actual recovery of unsecured creditors will be higher, however, based in part on events and circumstances occurring following the plan approval.

The remaining portion of the unsecured claims will be discharged, without payment, over the period that payments are made pursuant to the plan of reorganization.

The secured creditors were paid in full on or before the sixth installment payment date, while the unsecured creditors will be paid in seven installments.

The business trustee is responsible for overseeing the operation of the businesses of the MMJ Companies, other than oversight in relation to acts that need to be carried out in connection with the Japan Proceedings, which are the responsibility of the legal trustee.

The final creditor payment under MMJ's plan of reorganization is scheduled to occur in December 2019.

MMJ's reorganization proceedings in Japan and oversight of the Tokyo District Court will terminate following the distribution of the final creditor payment and the Tokyo District Court's approval and issuance of an order concluding the reorganization proceedings.

During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to the Tokyo District Court and may be required to obtain the consent of the Tokyo District Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements.

The consent 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 material assets, 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 cause MMJ to take certain actions that we deem advisable for its businesses could be adversely affected if the Tokyo District Court or the legal trustee is unwilling to consent to various actions that we may wish to take with respect to MMJ.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: (Mark One)] [added: (Mark One)] | | [added: | | | |]

| [removed: x] [added: ☒] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF [removed: THE SECURITIES] [added: THE SECURITIES] EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended [removed: August 29, 2019][added: September 3, 2020]

| [removed: o] [added: ☐] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file number [removed: 1-10658][added: 1-10658]

[removed: ][added: ]

[removed: Micron] [added: Micron] Technology, [removed: Inc.][added: Inc.]

| [removed: Delaware] [added: Delaware] | | | | [removed: 75-1618004] | [added: | | | | | | | 75-1618004 | | | | | | | | | | | | | | |]

| (State or other jurisdiction of incorporation or organization) | | | | [added: | | | | | | | |] (IRS Employer Identification No.) | [added: | | | | | | | | | | | | | |]

| [removed: 8000] [added: 8000] S. Federal Way, Boise, [removed: Idaho] [added: Idaho] | | | | [removed: 83716-9632] | [added: | | | | | | | 83716-9632 | | | | | | | | | | | | | | |]

| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip Code) | [added: | | | | | | | | | | | | | |]

| [removed: Registrant's] [added: Registrant’s] telephone number, including area code | | | | [added: | | | | | | | |] (208) 368-4000 | [added: | | | | | | | | | | | | | |]

| Securities registered pursuant to Section 12(b) of the Act: | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol] | | [removed: Name] [added: | | Trading Symbol | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | | | | | | | | | | | | | |]

| Common Stock, par value $0.10 per share | | [added: | | | |] MU | | [removed: NASDAQ] [added: | | | | Nasdaq] Global Select Market | [added: | | | | | | | | | | | | | |]

Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

[added: |] Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | | ☒ | | | No | | | ☐ | | | | | | | | | | | | | | |]

[added: |] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | | ☐ | | | No | | | ☒ | | | | | | | | | | | | | | |]

[added: |] 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. [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | | ☒ | | | No | | | ☐ | | | | | | | | | | | | | | |]

[added: |] 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). [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | | ☒ | | | No | | | ☐ | | | | | | | | | | | | | | |]

[added: |] 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. [added: See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.][added: | Large Accelerated Filer | | | Accelerated Filer | | | Non-Accelerated Filer | | | Smaller Reporting Company | | | Emerging Growth Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[added: |] 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. [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ☐ | | | | | |]

[added: |] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | | ☐ | | | No | | | ☒ | | | | | | | | | | | | | | |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $36.2] [added: $44.8] billion based on the closing price reported on the [removed: NASDAQ] [added: Nasdaq] Global Select Market on February [removed: 28, 2019.][added: 27, 2020.]

The number of outstanding shares of the [removed: registrant's] [added: registrant’s] common stock as of October [removed: 10, 2019] [added: 9, 2020] was [removed: 1,107,050,823.][added: 1,113,221,799.]

[removed: DOCUMENTS INCORPORATED BY REFERENCE:] Portions of the Proxy Statement for the [removed: registrant's] [added: registrant’s] Fiscal [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be held on January [removed: 16, 2020] [added: 14, 2021] are incorporated by reference into Part [removed: II and Part] III of this Annual Report on Form 10-K.

[removed: ][added: ]

[removed: ][added: ]

[removed: Forward-Looking Statements][added: Forward-Looking Statements]

[removed: Risk Factors."] All period references are to our fiscal periods unless otherwise indicated.

[removed: Definitions] [added: Definitions] of Commonly Used [removed: Terms][added: Terms]

| [removed: Term] [added: Term] | | [removed: Definition] | [added: Definition] | [removed: Term] | | [removed: Definition] | [added: | | Term | | | Definition | | |]

| [removed: 2024] [added: 2023] Notes | | [removed: 5.25%] [added: | 2.497%] Senior Notes due [removed: 2024] [added: 2023] | | [added: | | | |] MMJ | | [added: |] Micron Memory Japan, [removed: Inc.] [added: G.K.] | [added: | |]

| [removed: 2025] [added: 2024] Notes | | [removed: 5.50%] [added: | 4.640%] Senior Notes due [removed: 2025] [added: 2024] | | [added: | | | |] MMJ Companies | | [added: |] MAI and MMJ | [added: | |]

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| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ☒ | | | | | |

DOCUMENTS INCORPORATED BY REFERENCE

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| Micron Company Profile | | | | | |  | | | | | | | | |

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| Founded over 40 years ago on October 5, 1978 Headquartered in Boise, Idaho, USA 4th Largest semiconductor company in the world, excluding IP/software revenue* 134 On the 2020 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 emerging as strategic differentiators that will redefine how we extract value from data to learn, explore, communicate, and experience. | | | | | | | | |

| | | | | | | Who We Are | | | | | | | | |

| | | | | | | Micron designs and manufactures the industry’s broadest portfolio of memory and storage products for the latest applications, including artificial intelligence, 5G, machine learning and autonomous vehicles, in key market segments like mobile, data center, client, consumer, industrial, graphics, automotive, and networking. Our technology and expertise are central to breakthrough computing applications and new business models that are disrupting entire industries. | | | | | | | | |

| | | | | | | 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 enabling technologies to collect, store, and manage data with unprecedented speed and efficiency. We are accelerating the transformation of information into intelligence – inspiring the world to learn, communicate, and advance faster than ever. | | | | | | | | |

| | | | | | | Our Commitment | | | | | | | | |

| | | | | | | Our day-to-day operations wouldn’t be possible without our team members’ commitment to business integrity and environmental sustainability. Whether it’s adhering to our professional values or valuing the communities we work in, for us, doing business better means doing business right. | | | | | | | | |

| *Gartner Market Share: Semiconductors by End Market, Worldwide, 2019 (April 2020) Micron data as of September 3, 2020. | | | | | | | | | | | | | | |

| Media Inquiries mediarelations@micron.com Government Inquiries govaffairs@micron.com Investor Inquiries investorrelations@micron.com | | | | | | Global Product Portfolio | | | | | | | | |

| | | | | | | DRAM \| NAND \| 3D XPointTM Memory \| NOR \| Solid-State Drives High Bandwidth Memory (HBM) \| Multichip Packages \| Advanced Solutions | | |

| | | | | | | Connect with us on micron.com | | | | | | | | |

© 2020 Micron Technology, Inc. Micron, the Micron logo, the M orbit logo, Intelligence AcceleratedTM, and other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners.

10-K 1 a2019q4.htm 10-K 2019

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Yes x No ¨

Yes ¨ No x

| Large Accelerated Filer x | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company o | Emerging Growth Company o |

Yes o No x

Forward-looking statements include, but are not limited to, statements such as those made regarding the timing and effects of our conversion to replacement gate technology, timing of bit crossover of our 96-layer 3D NAND, timing of our production of 128-layer 3D NAND, timing of and purchase price for Intel's interest in IMFT; debt incurred to finance our capital investments and noncontrolling interest in IMFT; the sufficiency of our cash and investments; capital spending in 2020; increase in underutilization of IMFT manufacturing capacity; anticipated change to the depreciable life of our NAND equipment and resulting change in depreciation expense; and the effects of adopting the new lease accounting standard in 2020.

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| 2022 Term Loan B | | Senior Secured Term Loan B due 2022 | | Micron | | Micron Technology, Inc. (Parent Company) |

| 2030 Notes | | 4.66% Senior Notes due 2027 | | MSTW | | Micron Semiconductor Taiwan Co., Ltd. |

| 2033F Notes | | 2.13% Convertible Senior Notes due 2033 | | NAND | | Not And |

| 2043G Notes | | 3.00% Convertible Senior Notes due 2043 | | Nanya | | Nanya Technology Corporation |

| ASIC | | Application-Specific Integrated Circuit | | NOR | | Not Or |

| CuA | | CMOS Under the Array | | NVMe | | Non-Volatile Memory Express |

| DRAM | | Dynamic Random Access Memory | | PCIe | | Peripheral Component Interconnect Express |

| e.MMC | | Embedded Multi-Media Controller | | Qimonda | | Qimonda AG |

| eMCP | | An e.MMC or UFS solution with LPDRAM in the same package | | QLC | | Quad-Level Cell (four bits per cell) |

| GDDR | | Graphics Double Data Rate | | RDIMM | | Registered Dual In-line Memory Module |

| HDD | | Hard Disk Drive | | SATA | | Serial AT Attachment |

| Inotera | | Inotera Memories, Inc. | | SSD | | Solid State Drive |

| MCP | | Multi-Chip Package | | VIE | | Variable Interest Entity |

3D XPoint is a trademark of Intel in the United States and/or other countries in the United States and/or other countries.

 30

The following is a summary of our principal facilities as of [removed: August 29, 2019:][added: September 3, 2020:]

| [removed: Location] [added: Location] | | [removed: Principal Operations] | [added: Principal Operations | | |]

| Taiwan | | [added: |] R&D, wafer fabrication, component assembly and test, module assembly and test | [added: | |]

| Singapore | | [added: |] R&D, wafer fabrication, component assembly and test, module assembly and test | [added: | |]

| Japan | | [added: |] R&D, wafer fabrication | [added: | |]

| United States | | [added: |] R&D, wafer fabrication, reticle manufacturing | [added: | |]

| China | | [added: |] Component assembly and test, module assembly and test | [added: | |]

| Malaysia | | [added: |] Component assembly and test, module assembly and test | [added: | |]

[removed: We] [added: In addition to our principal facilities described below, we] own or lease numerous other facilities in locations throughout the world used for design, R&D, and sales and marketing activities.

We generally utilize all of our manufacturing capacity; however, a portion of our [removed: IMFT] [added: MTU] facility was underutilized for [removed: 2019] [added: 2020, 2019,] and 2018.


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[removed: PART II][added: PART II]

[removed: Holders] [added: Holders] of [removed: Record][added: Record]

As of October [removed: 10, 2019,] [added: 9, 2020,] there were [removed: 2,009] [added: 1,942] shareholders of record of our common stock.

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

The information required by this item is incorporated by reference from the information to be included in our [removed: 2019] [added: 2020] Proxy Statement under the section entitled [removed: "Equity] [added: “Equity] Compensation Plan [removed: Information,"] [added: Information,”] which will be filed with the [removed: Securities and Exchange Commission] [added: SEC] within 120 days after [removed: August 29, 2019.][added: September 3, 2020.]

[removed: Issuer] [added: Issuer] Purchase of Equity [removed: Securities][added: Securities]

[removed: We may purchase shares on a] [added: In May 2018, we announced that our Board of Directors authorized the] discretionary [removed: basis] [added: repurchase of up to $10 billion of our outstanding common stock] through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading [removed: plans, subject to market conditions and our ongoing determination of the best use of available cash.][added: plans.]

| [removed: Period] [added: Period] | | | | [removed: (a) Total] [added: | | | | | | | | | | | Total] number of shares [removed: purchased] [added: purchased] | | | [removed: (b) Average] [added: Average] price paid per [removed: share |] [added: share] | | | [removed: (c) Total] [added: Total] number of shares [removed: (or units)] purchased as part of publicly announced plans or [removed: programs] [added: programs] | | | [removed: (d) Maximum] [added: Maximum] number (or approximate dollar value) of shares [removed: (or units)] that may yet be purchased under publicly announced plans or [removed: programs] [added: programs] | | |

[removed: Performance Graph][added: Performance Graph]

The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, [removed: 2014,] [added: 2015,] through August 31, [removed: 2019.][added: 2020.]

[removed: ][added:  32]

[removed: Note:] [added: *Note:] Management cautions that the stock price performance information shown in the graph above may not be indicative of current stock price levels or future stock price [removed: performance.][added: performance.*]

The performance graph above assumes $100 was invested on August 31, [removed: 2014] [added: 2015] in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).

| | | [removed: 2014] | [removed: | | | 2015 |] [added: 2015] | | | [removed: 2016] [added: 2016] | | | [added: 2017] | [removed: 2017] | | [added: 2018] | | [removed: 2018] | [added: 2019] | | | [removed: 2019] [added: 2020] | | |

| Micron Technology, Inc. | | [added: |] $ | 100 | | [removed: |] $ | [removed: 50 |] [added: 100] | | $ | [removed: 51 |] [added: 195] | | $ | [removed: 98 |] [added: 320] | | $ | [removed: 161 |] [added: 276] | | $ | [removed: 139] [added: 277] | |

| S&P 500 Composite Index | | [removed: 100] | [removed: | | |] 100 | | | [removed: |] 113 | | | [removed: |] 131 | | | [removed: |] 157 | | | [added: 161] | [removed: 162] | | [added: 196] | [added: | |]

Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “MU.”

Common Stock Repurchase Authorization

The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash.

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| May 29, 2020 | | | – | | | July 2, 2020 | | | 824,339 | | | $ | 49.91 | | 824,339 | | | | | | | | | | | |

| July 3, 2020 | | | – | | | July 30, 2020 | | | — | | | — | | | — | | | | | | | | | | | |

| July 31, 2020 | | | – | | | September 3, 2020 | | | — | | | — | | | — | | | | | | | | | | | |

| | | | | | | | | | 824,339 | | | $ | 49.91 | | 824,339 | | | $7,162,264,784 | | | | | | | | |


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| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 134 | | | 189 | | | 242 | | | 265 | | | 405 | | |

33 | 2020 10-K

Common Stock Repurchase Authorization: Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock beginning in fiscal 2019.

The repurchase authorization does not obligate us to acquire any common stock.

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| May 31, 2019 | – | July 4, 2019 | | — | | | $ | — | | | — | | | | | |

| July 5, 2019 | – | August 1, 2019 | | — | | | — | | | | — | | | | | |

| August 2, 2019 | – | August 29, 2019 | | — | | | — | | | | — | | | | | |

| | | | | — | | | | | | | | | | $ | 7,337,838,234 | |

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| Philadelphia Semiconductor Index (SOX) | | 100 | | | | 97 | | | | 130 | | | | 184 | | | | 235 | | | | 257 | | |

| | | [removed: 2019] | [added: 2020] | | | [removed: 2018] [added: 2019] | | | [added: 2018] | [removed: 2017] | | [added: 2017] | | [removed: 2016] | [added: 2016] | | | [removed: 2015] | | | [added: | | | | | | | | |]

| | | [added: |] (in millions, except per share amounts) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Revenue | | [added: |] $ | [removed: 23,406] [added: 21,435] | | [added: $] | [added: 23,406 | |] $ | 30,391 | | [removed: |] $ | 20,322 | | [removed: |] $ | 12,399 | | | [removed: $] | [removed: 16,192] | | [added: | | | | | | | |]

| Gross margin | | [removed: 10,702] | [added: 6,552] | | | [removed: 17,891] [added: 10,702] | | | [added: 17,891] | [removed: 8,436] | | [added: 8,436] | | [added: |] 2,505 | | | | [removed: 5,215] | | | [added: | | | | | | | |]

| Operating income | | [removed: 7,376] | [added: 3,003] | | | [removed: 14,994] [added: 7,376] | | | [added: 14,994] | [removed: 5,868] | | [added: 5,868] | | [added: |] 168 | | | | [removed: 2,998] | | | [added: | | | | | | | |]

| Net income (loss) | | [removed: 6,358] | [added: 2,710] | | | [removed: 14,138] [added: 6,358] | | | [added: 14,138] | [added: | |] 5,090 | | | [added: (275)] | [removed: (275] | | [removed: )] | | [removed: 2,899] | | | [added: | | | | | | |]

| Net income (loss) attributable to Micron | | [removed: 6,313] | [added: 2,687] | | | [removed: 14,135] [added: 6,313] | | | [added: 14,135] | [added: | |] 5,089 | | | [added: (276)] | [removed: (276] | | [removed: )] | | [removed: 2,899] | | | [added: | | | | | | |]

| Diluted earnings (loss) per share | | [removed: 5.51] | [added: 2.37] | | | [removed: 11.51] [added: 5.51] | | | [added: 11.51] | [added: | |] 4.41 | | | [added: (0.27)] | [removed: (0.27] | | [removed: )] | | [removed: 2.47] | | | [added: | | | | | | |]