Micron Technology (MU) 10-K risk factor changes: FY2021 vs FY2020

In addition to the factors discussed elsewhere in this Form 10-K, [removed: the following are] [added: this section discusses] important [removed: factors, the order of which is not necessarily indicative of the level of risk that each poses to us,] [added: factors] which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us.

The effects of the COVID-19 [removed: outbreak] [added: pandemic] could adversely affect our business, results of operations, and financial condition.

The effects of the public health crisis caused by the COVID-19 [removed: outbreak] [added: pandemic] 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 [removed: a] global economic [removed: recession or depression] [added: volatility] that could [removed: further] reduce demand and/or pricing for our products, resulting from [added: the spread of COVID-19 and/or the] actions taken by governments, businesses, and/or the general public in an effort to limit exposure to and the [removed: spreading] [added: spread] of COVID-19, such as travel restrictions, quarantines, and business shutdowns or slowdowns;

◦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 [removed: 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 [removed: physical distancing] [added: physical-distancing] measures, working from home, upgrades to our sites, [added: COVID-19 testing and vaccination,] enhanced cleaning measures, and the increased use of personal protective equipment at our sites;

[removed:  14][added:  17]

◦increased costs for, or unavailability of, transportation, raw materials, [added: components, electricity and/or other energy sources,] or other inputs necessary for the operation of our business;

◦reductions [removed: in] [added: in,] or cessation of operations at any site or in any jurisdiction resulting from government restrictions on movement and/or business operations or our [removed: failure] [added: measures] to prevent and/or [removed: adequately] mitigate [added: the] spread of COVID-19 at one or more of our [removed: sites;][added: sites, such as we have experienced at some of our facilities from time to time since the start of the COVID-19 pandemic;]

◦our inability to [removed: continue] [added: continue,] or [removed: resume] [added: increased costs of,] 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; [added: and]

◦disruptions to our supply chain in connection with the sourcing and transportation of materials, [added: components,] equipment and engineering support, and services from or in geographic areas that have been impacted by [removed: COVID-19 and] [added: COVID-19,] by efforts to contain the spread of [removed: COVID-19; and][added: COVID-19, or by follow-on effects on the worldwide supply chain;]

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

These effects, alone or taken together, could have a material adverse effect on our business, results of operations, [removed: legal exposure,] or financial condition.

[removed: A sustained, prolonged,] [added: The continuation of the pandemic] or [added: expanded or] recurring [removed: outbreak] [added: outbreaks] could exacerbate the adverse impact of such measures.

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

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

| 2020 from 2019 | | | (34) | | % | (9) | | % | [removed: | | |]

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

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

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

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 [removed: technologies,] [added: technologies or additional] 3D memory [removed: layers,] [added: layers or] NAND cell levels, [removed: transitioning to replacement gate technology for NAND,] process [added: complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, new products that may require relatively larger die sizes, and start-up or other costs associated with capacity expansion.]

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

As a result, lower utilization and [added: corresponding] increases in our per gigabit manufacturing costs may adversely affect our gross margins, business, results of operations, or financial condition.

[removed: As] [added: Any damage to our customer relationships as] a [removed: result, we may incur charges in connection with obsolete or excess inventories, which] [added: result of a shortage of our products] could have a material adverse effect on our business, results of operations, or financial condition.

We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Samsung Electronics Co., Ltd.; SK [removed: Hynix] [added: hynix] Inc.; Kioxia Holdings [removed: Corporation (formerly Toshiba Memory Corporation);] [added: Corporation;] and Western Digital Corporation.

[removed: Our] [added: We and our] competitors generally seek to increase wafer capacity, improve yields, and reduce die size in their product designs which may result in significant increases in worldwide supply and downward pressure on prices.

[removed: We] [added: We,] and some of our [removed: competitors] [added: competitors,] have plans to ramp, or are constructing or ramping, production at new fabrication facilities.

Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, could lead to [removed: further] declines in average selling prices for our products and could materially adversely affect our business, results of operations, or financial condition.

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

[removed:  16][added:  19]

[added: 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 capital expenditures in [removed: 2021] [added: 2022] for property, plant, and equipment, net of partner contributions, will be [added: between] approximately [removed: $9 billion, focused on technology transitions] [added: $11 billion] and [removed: product enablement.][added: $12 billion.]

Delays in completion and ramping of new production [removed: facilities] [added: facilities, or failure to optimize our investment choices,] could significantly impact our ability to realize expected returns on our capital expenditures, which could have a material adverse effect on our business, results of operations, or financial condition.

As a result of our debt levels, expected debt amortization, and general economic conditions, it may be difficult for us to obtain financing on terms acceptable to [removed: us.][added: us or at all.]

[removed: Our credit rating may also be affected by] our liquidity, financial results, economic risk, or other factors, which may increase the cost of future borrowings and make it difficult for us to obtain financing on terms acceptable to [removed: us.][added: us or at all.]

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

In [removed: 2020, 88%] [added: 2021, 89%] of our revenue was from products shipped to customer locations outside the United States.

Additionally, a significant portion of our facilities are located outside the United States, including in Taiwan, Singapore, Japan, [added: Malaysia,] and China.

Increasing [removed: protectionism and] [added: protectionism,] economic [removed: nationalism] [added: nationalism, and national security concerns] 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 [removed: trade] tensions between the United States and China have led to increased trade [removed: restrictions,] [added: restrictions] and have affected customer ordering patterns.

The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.

Risk Factor Summary

Risks Related to Our Business, Operations, and Industry

- the effects of the COVID-19 pandemic;

- volatility in average selling prices of our products;

- our ability to maintain or improve gross margins;

- the highly competitive nature of our industry;

- our ability to develop and produce new and competitive memory and storage technologies, products, and markets;

- dependency on specific customers, concentration of revenue with a select number of customers, and customers who are located internationally;

- our international operations, including geopolitical risks;

- limited availability and quality of materials, supplies, and capital equipment and dependency on third-party service providers for ourselves and our customers;

- products that fail to meet specifications, are defective, or are incompatible with end uses;

- disruptions to our manufacturing operations from natural disasters or other events;

- breaches of our security systems or those of our customers, suppliers, or business partners;

- attracting, retaining, and motivating highly skilled employees;

- achieving or maintaining certain performance obligations associated with incentives from various governments;

- future acquisitions and/or alliances;

- restructure charges;

- customer responsible sourcing requirements and related regulations; and

- a downturn in the worldwide economy.

Risks Related to Intellectual Property and Litigation

- protecting our intellectual property and retaining key employees who are knowledgeable of and develop our intellectual property;

- legal proceedings and claims;

- allegations of anticompetitive conduct;

- risks associated with our former IMFT joint venture with Intel;

- claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others or failure to obtain or renew license agreements covering such intellectual property; and

- alleged patent infringement complaints in Chinese courts.

Risks Related to Laws and Regulations

- compliance with tariffs, trade restrictions, and/or trade regulations;

- tax expense and tax laws in key jurisdictions; and

- compliance with laws, regulations, or industry standards.

Risks Related to Capitalization and Financial Markets

- our ability to generate sufficient cash flows or obtain access to external financing;

- our debt obligations;

- changes in foreign currency exchange rates;

- counterparty default risk;

- volatility in the trading price of our common stock; and

- fluctuations in the amount and timing of our common stock repurchases and payment of cash dividends and resulting impacts.

Risks Related to Our Business, Operations, and Industry

◦increased costs, business disruptions, attrition, and/or reduced employee morale resulting from our mandate that all U.S. employees and, in addition, contractors that enter our U.S. buildings and certain other locations, be fully vaccinated against COVID-19, subject to disability and religious exemptions, by November 15, 2021, as a condition of working for us;

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.

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

| 2016 from 2015 | | | (34) | | % | (16) | | % | | | |

*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.

Consolidation of industry competitors could put us at a competitive disadvantage.

To develop new product and process technology, support

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.

Downturns in the worldwide economy have harmed our business in the past and the current downturn has adversely affected our business.

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.

17 | 2020 10-K

We develop and produce advanced memory technologies, including 3D XPoint memory, a new class of non-volatile technology.

19 | 2020 10-K

customers could have a continuing negative impact on our future revenue and results of operations, and we may not be able to recover any customers or market share we lose while complying with such restrictions.

The consolidated complaint asserts claims

21 | 2020 10-K

new facilities and could increase our overall costs of a ramp.

Additionally, some of our system solutions are

23 | 2020 10-K

We and our subcontractors maintain operations and continuously

For example, in March 2020, the government of Malaysia announced measures to restrict movement in that country in an effort to suppress the number of COVID-19 cases.

Those restrictions temporarily limited our ability to fully operate our manufacturing facilities in that country.

On October 31, 2019, we purchased Intel’s noncontrolling interest in the IMFT joint venture, now known as MTU.

Our acquisition involves risks including, but not limited to, continued underutilization of the MTU facility.

As of September 3, 2020, we had debt with a carrying value of $6.64 billion.

As of September 3, 2020, the conversion value in excess of principal of our convertible notes was $486 million, based on the trading price of our common stock of $46.33 per share on such date.

25 | 2020 10-K

For example, these obligations could:

- require us to use cash and/or issue shares of our common stock to settle any conversion obligations of our convertible notes;

- continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; and

- require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.

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

27 | 2020 10-K

This increased focus on environmental protection and social responsibility initiatives led to the passage of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and its implementing SEC regulations.

The act imposes supply chain diligence and disclosure requirements for certain manufacturers of products containing specific minerals that may originate in or near the Democratic Republic of the Congo and finance or benefit local armed groups.

These conflict minerals are commonly found in materials used in the manufacture of semiconductors.

*This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended September [removed: 3, 2020.][added: 2, 2021.]

Fiscal [added: 2021 contained 52 weeks, fiscal] 2020 [removed: contains] [added: contained] 53 [removed: weeks] [added: weeks,] and [removed: our] fiscal 2019 [removed: and 2018 each contain] [added: contained] 52 weeks.

Our fourth quarter of fiscal 2020 contained 14 [removed: weeks.][added: weeks and all other fiscal quarters in the years presented contained 13 weeks*.]

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

For an overview of our [removed: business,] [added: business and certain related trends,] see “Part I – Item 1.

[removed:  34][added:  39]

| For the year ended | | | [removed: 2020 | | | | | | | | | 2019] [added: 2021] | | | | | | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | | | | | |

| Revenue | | | $ | [removed: 21,435] [added: 27,705] | | 100 | | % | $ | [removed: 23,406] [added: 21,435] | | 100 | | % | $ | [removed: 30,391] [added: 23,406] | | 100 | | % | [removed: | | | | | | | | |]

| Cost of goods sold | | | [removed: 14,883] [added: 17,282] | | | [removed: 69] [added: 62] | | % | [removed: 12,704] [added: 14,883] | | | [removed: 54] [added: 69] | | % | [removed: 12,500] [added: 12,704] | | | [removed: 41] [added: 54] | | % | [removed: | | | | | | | | |]

| Gross margin | | | [removed: 6,552] [added: 10,423] | | | [removed: 31] [added: 38] | | % | [removed: 10,702] [added: 6,552] | | | [removed: 46] [added: 31] | | % | [removed: 17,891] [added: 10,702] | | | [removed: 59] [added: 46] | | % | [removed: | | | | | | | | |]

| Research and development | | | [removed: 2,600 | | | 12 | | % | 2,441] [added: 2,663] | | | 10 | | % | [removed: 2,141] [added: 2,600] | | | [removed: 7] [added: 12] | | % | [removed: | | |] [added: 2,441] | | | [added: 10] | | [added: %] |

| Selling, general, and administrative | | | [removed: 881] [added: 894] | | | [removed: 4] [added: 3] | | % | [removed: 836] [added: 881] | | | 4 | | % | [removed: 813] [added: 836] | | | [removed: 3] [added: 4] | | % | [removed: | | | | | | | | |]

| Other operating (income) expense, net | | | [removed: 68] [added: 95] | | | — | | % | [removed: 49] [added: 8] | | | — | | % | [removed: (57)] [added: 78] | | | — | | % | [removed: | | | | | | | | |]

| Operating income | | | [removed: 3,003] [added: 6,283] | | | [removed: 14] [added: 23] | | % | [removed: 7,376] [added: 3,003] | | | [removed: 32] [added: 14] | | % | [removed: 14,994] [added: 7,376] | | | [removed: 49] [added: 32] | | % | [removed: | | | | | | | | |]

| Interest income (expense), net | | | [removed: (80)] [added: (146)] | | | [removed: —] [added: (1)] | | % | [removed: 77] [added: (80)] | | | — | | % | [removed: (222)] [added: 77] | | | [removed: (1)] [added: —] | | % | [removed: | | | | | | | | |]

| Other non-operating income (expense), net | | | [removed: 60] [added: 81] | | | — | | % | [removed: (405)] [added: 60] | | | [removed: (2)] [added: —] | | % | [removed: (465)] [added: (405)] | | | (2) | | % | [removed: | | | | | | | | |]

| Income tax (provision) benefit | | | [removed: (280)] [added: (394)] | | | (1) | | % | [removed: (693) | | | (3) | | % | (168)] [added: (280)] | | | (1) | | % | [removed: | | |] [added: (693)] | | | [added: (3)] | | [added: %] |

| Equity in net income (loss) of equity method investees | | | [removed: 7] [added: 37] | | | — | | % | [removed: 3] [added: 7] | | | — | | % | [removed: (1)] [added: 3] | | | — | | % | [removed: | | | | | | | | |]

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

| Net income attributable to Micron | | | $ | [removed: 2,687] [added: 5,861] | | [removed: 13] [added: 21] | | % | $ | [removed: 6,313] [added: 2,687] | | [removed: 27] [added: 13] | | % | $ | [removed: 14,135] [added: 6,313] | | [removed: 47] [added: 27] | | % | [removed: | | | | | | | | |]

[removed: 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 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 [removed: high-single digit] [added: high-single-digit] percent decline in average selling prices.

[removed: 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 [removed: facilities described below,] [added: facilities,] 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 [removed: $557] [added: $335] million for [removed: 2020, $384] [added: 2021, $557] million for [removed: 2019,] [added: 2020,] and [removed: $262] [added: $384] million for [removed: 2018.][added: 2019.]

[removed:  36][added:  41]

[added: Overall Gross Margin:] Our overall gross margin percentage [removed: decreased] [added: increased] to [removed: 46%] [added: 38%] for [removed: 2019] [added: 2021] from [removed: 59%] [added: 31%] for [removed: 2018] [added: 2020,] primarily due to [removed: declines] [added: the increases] in [added: DRAM] average selling prices [removed: partially offset by] [added: and] cost reductions resulting from strong execution in delivering products featuring advanced [removed: technologies and from continuous improvement initiatives to reduce production costs.][added: technologies, partially offset by the declines in NAND average selling prices.]

The revision in estimated useful lives reduced NAND manufacturing depreciation expense [removed: by approximately $565 million in 2020,] [added: and benefited cost] of [removed: which] [added: goods sold by] approximately [removed: $165] [added: $400] million [removed: remained capitalized in inventory as of the end of] [added: for] 2020.

| CNBU | | | $ | [removed: 9,184] [added: 12,280] | | [removed: 43] [added: 44] | | % | $ | [removed: 9,968] [added: 9,184] | | 43 | | % | $ | [removed: 15,252] [added: 9,968] | | [removed: 50] [added: 43] | | % | [removed: | | | | | | | | |]

| MBU | | | [removed: 5,702] [added: 7,203] | | | [removed: 27] [added: 26] | | % | [removed: 6,403] [added: 5,702] | | | 27 | | % | [removed: 6,579] [added: 6,403] | | | [removed: 22] [added: 27] | | % | [removed: | | | | | | | | |]

| SBU | | | [removed: 3,765] [added: 3,973] | | | [removed: 18] [added: 14] | | % | [removed: 3,826] [added: 3,765] | | | [removed: 16] [added: 18] | | % | [removed: 5,022] [added: 3,826] | | | [removed: 17] [added: 16] | | % | [removed: | | | | | | | | |]

| EBU | | | [removed: 2,759] [added: 4,209] | | | [removed: 13] [added: 15] | | % | [removed: 3,137] [added: 2,759] | | | 13 | | % | [removed: 3,479] [added: 3,137] | | | [removed: 11] [added: 13] | | % | [removed: | | | | | | | | |]

| All Other | | | [removed: 25] [added: 40] | | | — | | % | [removed: 72] [added: 25] | | | — | | % | [removed: 59] [added: 72] | | | — | | % | [removed: | | | | | | | | |]

| | | | $ | [removed: 21,435] [added: 27,705] | | | | | $ | [removed: 23,406] [added: 21,435] | | | | | $ | [removed: 30,391 | | | | | | | | |] [added: 23,406] | | | | |

- CNBU revenue decreased 8% primarily due to DRAM price declines driven by imbalances in supply and demand, partially offset by bit sales growth across key markets, particularly in [added: the] cloud server and graphics markets.

In addition, in the second quarter of 2020, we determined that the 3D XPoint technology and product roadmap [removed: are] [added: were] more closely aligned with our CNBU strategy than our SBU strategy and 3D XPoint became an integral part of CNBU.

SBU revenue 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 $124 [removed: million, $682 million, and $541 million,] [added: million] for [removed: 2020, 2019,] [added: 2020] and [removed: 2018, respectively.][added: $682 million for 2019.]

Changes in revenue for each business unit for [removed: 2019] [added: 2021] as compared to [removed: 2018] [added: 2020] were as follows:

- EBU revenue [removed: decreased 10%] [added: increased 53%] primarily due to [removed: lower sales to] [added: increases in bit shipments driven by strong demand growth in automotive, industrial, and] consumer markets [removed: as a result of weak demand] and [removed: pricing, partially offset by increases] [added: improved pricing] in [removed: sales to automotive and] industrial [added: and consumer] markets.

| CNBU | | | $ | [removed: 2,010] [added: 4,295] | | [removed: 22] [added: 35] | | % | $ | [removed: 4,645] [added: 2,010] | | [removed: 47] [added: 22] | | % | $ | [removed: 9,773] [added: 4,645] | | [removed: 64] [added: 47] | | % | [removed: | | | | | | | | |]

| MBU | | | [removed: 1,074] [added: 2,173] | | | [removed: 19] [added: 30] | | % | [removed: 2,606] [added: 1,074] | | | [removed: 41] [added: 19] | | % | [removed: 3,033] [added: 2,606] | | | [removed: 46] [added: 41] | | % | [removed: | | | | | | | | |]

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| Restructure and asset impairments | | | 488 | | | 2 | | % | 60 | | | — | | % | (29) | | | — | | % |

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Total Revenue: Total revenue for 2021 increased 29% as compared to 2020 primarily due to increases in DRAM and NAND sales.

Sales of DRAM products for 2021 increased 38% as compared to 2020 primarily due to growth in

bit shipments in the high-20% range and a high single-digit percent increase in average selling prices.

Sales of NAND products for 2021 increased 14% as compared to 2020 primarily due to increases in bit shipments in the high-20% range, partially offset by a low-10% range decline in average selling prices.

In the first quarter of 2022, we expect that our bit shipments may be adversely impacted as some customers are adjusting their memory and storage purchases due to shortages of non-memory components and due to constraints within our supply chain for certain IC components.

Underutilization costs at MTU declined in 2021 primarily due to the plan to sell MTU’s Lehi facility and classification of assets as held for sale at the end of the second quarter of 2021, which resulted in the cessation of depreciation on those assets (See “Item 8.

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to first-in, first-out (“FIFO”).

Concurrently, as of the beginning of the second quarter of 2021, we modified our inventory cost absorption processes used to estimate inventory values, which affects the timing of when costs are recognized.

These changes resulted in a one-time increase to cost of goods sold of approximately $293 million in 2021.

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- CNBU revenue increased 34% primarily due to broad-based increases in bit shipments across markets and higher average selling prices for DRAM.

- MBU revenue increased 26% primarily due to increases in bit shipments for high-value mobile MCP products.

40 | 2021 10-K

- SBU revenue increased 6% as increases in bit shipments for NAND products outpaced declines in average selling prices.

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| For the year ended | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | |

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- CNBU operating income increased primarily due to increases in bit shipments, higher average selling prices, manufacturing cost reductions, and lower MTU underutilization costs.

- SBU operating income increased primarily due to lower manufacturing costs and increases in bit shipments, partially offset by decreases in selling prices and higher R&D costs.

- EBU operating income increased primarily due to improved pricing in industrial and consumer markets, cost reductions from an increasing mix of leading edge bits, and higher bit shipments.

R&D expenses for 2021 increased 2% as compared to 2020 primarily due to increases in employee compensation and depreciation expense resulting from higher capital spending, partially offset by lower volumes of development and prequalification wafers.

Selling, General, and Administrative: SG&A expenses for 2021 were relatively unchanged as compared to 2020.

Restructure and Asset Impairments: In 2021, we ceased development of 3D XPoint technology and classified our Lehi facility assets as held for sale.

We recognized a restructure charge of $435 million to write down the assets held for sale to the expected consideration to be received under our agreement with TI.

Interest Income (Expense): Net interest expense for 2021 increased by $66 million as compared to 2020 primarily due a decrease of $77 million in interest income as a result of decreases in interest rates on our cash and investments.

Net interest expense for 2020 was $80 million, as compared to $77 million of net interest income for 2019 (a change of $157 million), primarily due to (1) a $91 million decrease in interest income as a result of decreases in interest rates, partially offset by higher average levels of cash and investment balances and (2) a $66 million increase in interest expense primarily due to an increase in our average debt outstanding and a reduction in the amount of interest expense capitalized in 2020.

| For the year ended | | | 2021 | | | 2020 | | | 2019 | | |

| Income before taxes | | | $ | 6,218 | | $ | 2,983 | | $ | 7,048 | |

| Income tax (provision) benefit | | | (394) | | | (280) | | | (693) | | |

Our effective tax rate decreased in 2021 as compared to 2020 primarily as a result of a $104 million tax benefit recorded for the discrete $435 million charge to write down the Lehi assets held for sale to the estimated consideration to be realized from the sale of these assets, less expected selling costs.

Other changes to our effective tax rate in the periods presented were primarily due to the geographic mix of our earnings.

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.

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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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.

Total revenue for 2019 decreased 23% as compared to 2018 primarily due to pricing declines resulting from the challenging memory market environment in 2019.

Sales of DRAM products for 2019 decreased 28% as compared to 2018 primarily due to declines in average selling prices of approximately 30% resulting from supply and demand imbalances, customer inventory corrections, and CPU shortages.

Sales of NAND products for 2019 decreased 12% as compared to 2018 primarily due to declines in average selling prices in the mid-40% range resulting from supply and demand imbalances, which were partially offset by significant increases in sales volumes.

In addition, demand for our NAND products was adversely affected by the transition from SATA SSDs to NVMe SSDs.

The higher NAND sales volumes in 2019 were driven by increases in sales of high-value mobile managed NAND products as well as discrete NAND products enabled by our execution in ramping 64- and 96-layer TLC 3D NAND.

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

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

Adjusting for the effect of the reduced amount of depreciation expense remaining in inventory, the revision in estimated useful lives benefited cost of goods sold by approximately $400 million for 2020.

- CNBU revenue decreased 35% due to challenging market conditions in 2019, which led to price declines.

- MBU revenue decreased 3% 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 a significant increase in shipment volumes.

- SBU revenue decreased 24% 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.

37 | 2020 10-K

- CNBU operating income decreased primarily due to declines in pricing and higher R&D costs, partially offset by manufacturing cost reductions.

- SBU operating margin declined primarily due to declines in pricing, which were partially offset by manufacturing cost reductions and increases in sales volumes.

As of September [removed: 3, 2020] [added: 2, 2021] and [removed: August 29, 2019,] [added: September 3, 2020,] we had fixed-rate debt of [removed: $4.9] [added: $3.9] billion and [removed: $5.3] [added: $4.9] billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.

We estimate that, as of September [removed: 3, 2020] [added: 2, 2021] and [removed: August 29, 2019,] [added: September 3, 2020,] a decrease in market interest rates of 1% would increase the fair value of our fixed-rate debt by [removed: nearly] [added: approximately $200 million and] $300 [removed: million.][added: million, respectively.]

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

[added: 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: $98] [added: $122] million as of September [removed: 3, 2020] [added: 2, 2021] and [removed: $149] [added: $98] million as of [removed: August 29, 2019.][added: September 3, 2020.]

[removed:  46][added:  47]

As of September 2, 2021, we had variable-rate debt of $2.09 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 $21 million.

As of August 29, 2019, we had no variable rate debt.

We generally utilize currency forward contracts in these

45 | 2020 10-K

Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage [removed: solutions.][added: solutions transforming how the world uses information to enrich life *for all*.]

[removed: We make significant investments to develop proprietary] [added: Advancements in] product and process [removed: technology, which are implemented in our manufacturing facilities, and] [added: technology] generally increase the density per wafer and reduce manufacturing costs of each generation of [removed: product through advancements in product and process technology, such as our leading-edge line-width process technology and 3D NAND architecture.][added: product.]

We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, advanced packaging [removed: solutions to meet industry standards,] [added: solutions,] lower power consumption, improved read/write reliability, and increased memory density.

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

Development of advanced technologies enables us to diversify our product portfolio toward a richer mix of differentiated, high-value solutions and to target high-growth [removed: markets.][added: markets and specific customer requirements across data center, intelligent edge, client, and mobile environments.]

We face intense competition in the semiconductor memory and storage markets [removed: and,] [added: and] to remain [removed: competitive,] [added: competitive] we must continuously develop and implement new products and technologies and decrease manufacturing costs.

Our success is largely dependent on obtaining returns on our [removed: R&D] [added: research and development (“R&D”)] investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and [removed: return-driven] [added: efficient] capital spending.

Events surrounding the ongoing COVID-19 [removed: outbreak have] [added: pandemic initially] resulted in a reduction in economic activity across the [removed: globe.][added: globe, and the timing and extent of the ongoing economic recovery remains uncertain.]

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

While all our global [added: manufacturing] sites are currently [removed: operational,] [added: 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 [removed: actions we deem to be prudent or as a result of] government [removed: mandates.][added: mandates or our health and safety protocols.]

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

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

[removed: Low-power DRAM (“LPDRAM”)] [added: LPDRAM] products, which are engineered to meet standards for performance and power consumption, are sold into smartphone and other mobile-device [removed: markets,] [added: markets (including client markets for Chromebooks and notebook PCs),] as well as into the automotive, industrial, and consumer markets.

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

CNBU reported revenue of [removed: $9.18] [added: $12.28] billion in [removed: 2020, $9.97] [added: 2021, $9.18] billion in [removed: 2019,] [added: 2020,] and [removed: $15.25] [added: $9.97] billion in [removed: 2018.][added: 2019.]

[removed:  4][added:  3]

*Client*: CNBU sales to the client market in [removed: 2020] [added: 2021] consisted primarily of [removed: 1Xnm and 1Ynm] DDR4 [added: and LPDDR4] DRAM products.

*Cloud Server*: CNBU sales to the cloud market in [removed: 2020] [added: 2021] consisted primarily of our [removed: 1Xnm, 1Ynm, and 1Znm] DDR4 DRAM products.

The cloud server market continued to experience [removed: significant growth] [added: healthy demand] in [removed: 2020] [added: 2021] due to [removed: strong demand from the] work-from-home and e-learning environments, video streaming, and significant increases in e-commerce activity around the world.

Cloud servers supporting artificial intelligence [added: and data-centric] workloads require significantly increasing quantities of DRAM and, as the number and capabilities of these intelligent edge devices increase, more data is stored, processed, and accessed in the cloud, creating a virtuous cycle between the cloud and edge devices.

*Enterprise*: CNBU sales to the enterprise market in [removed: 2020] [added: 2021] consisted primarily of our [removed: 1Xnm and 1Ynm] DDR4 DRAM products.

*Graphics*: CNBU sales to the graphics market in [removed: 2020] [added: 2021] consisted primarily of GDDR6 [removed: and GDDR5] graphics products.

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

Our GDDR6 and [removed: GDDR5] [added: GDDR6X] DRAM graphics products are incorporated into game consoles, PC graphics 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.

*Networking*: CNBU sales to the networking market in [removed: 2020] [added: 2021] consisted primarily of DDR4 and DDR3 DRAM products.

In [removed: 2020,] [added: 2021,] demand was driven, in part, by [removed: 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.

MBU reported revenue of [removed: $5.70] [added: $7.20] billion in [removed: 2020, $6.40] [added: 2021, $5.70] billion in [removed: 2019,] [added: 2020,] and [removed: $6.58] [added: $6.40] billion in [removed: 2018.][added: 2019.]

*Smartphone*: MBU sales to the smartphone market in [removed: 2020] [added: 2021] consisted primarily of [removed: our 1Xnm and 1Ynm] LPDDR4, LPDDR5, and managed NAND solutions.

[removed: end] [added: High-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.

*Other*: MBU sales in [removed: 2020] [added: 2021] also included products sold into the feature and disposable phone markets, mobile PC, and tablet markets.

Sales primarily consisted of LPDDR4, [removed: LPDDR3,] [added: uMCPs,] and eMCPs.

SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets and [removed: other] discrete [removed: storage products] [added: NAND] sold in component and wafer forms [removed: to removable storage] [added: for usage in various] markets.

SBU reported revenue of [removed: $3.77] [added: $3.97] billion in [removed: 2020, $3.83] [added: 2021, $3.77] billion in [removed: 2019,] [added: 2020,] and [removed: $5.02] [added: $3.83] billion in [removed: 2018.][added: 2019.]

The low cost per bit of our NAND QLC technology enables us to offer SSD products at a price point [removed: competitive with] [added: that drives accelerated replacement of] hard disk drives in a number of market segments.

*Enterprise and Cloud SSDs*: SBU sales to the enterprise and cloud SSD markets in [removed: 2020] [added: 2021] consisted primarily of our [added: 5210,] 5300, [removed: 5200,] [added: 7300,] and [removed: 5100] [added: 9300] series [removed: SATA] SSDs.

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

[removed: Artificial] [added: Applications such as artificial] intelligence servers require fast access to data with low latency, predictable performance, and high storage capacities.

*Client SSDs*: SBU sales to the client SSD market in [removed: 2020] [added: 2021] consisted primarily of our [removed: 2200] [added: 2300] and [removed: 1300] [added: 2210] series [removed: SATA Client SSDs with our 96- and 64-layer TLC 3D NAND.][added: client SSDs.]

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

*Consumer SSDs*: SBU sales to the consumer SSD market in [removed: 2020] [added: 2021] consisted primarily of our Crucial-branded [removed: MX500/BX500] [added: MX500 and BX500] SATA SSDs and our [removed: P1/P2] [added: P1, P2, P5, and P5 Plus] PCIe SSDs, which utilize our NAND QLC and TLC technologies.

With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands.

Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

We make significant investments to develop proprietary product and process technology, which are implemented in our manufacturing facilities.

The introduction of 176-layer NAND and 1α (1-alpha) DRAM represent major technology breakthroughs for our company and the first time in our history that we have achieved industry leadership across these two flagship technologies.

In 2021, we introduced our industry leading 1α memory node, the world’s most advanced memory node in high-volume production.

This advancement has been realized across our standard compute DRAM and LPDRAM product lines.

We are shipping these products in volume, and we have partnered with customers to provide value-added innovation, speed market adoption of our new solutions, and prepare the ecosystem for broad adoption of our offerings across markets.

We also launched 176-layer NAND based solutions into the market in 2021.

Lehi, Utah Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market.

In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale.

Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi that was dedicated to 3D XPoint production.

As a result, we classified the property, plant, and equipment as held for sale and ceased depreciating the assets.

On June 30, 2021, we announced that we entered into a definitive agreement to sell our Lehi facility to TI for cash consideration of $900 million.

The sale is anticipated to close in the first quarter of 2022.

Select tools and other equipment will be retained for redeployment to our other manufacturing sites or for resale to other buyers.

In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to

the expected consideration, net of estimated selling costs, to be realized from the sale of these assets and liabilities.

In the second quarter of 2021, we also recognized a charge of $49 million to cost of goods sold to write down 3D XPoint inventory due to our decision to cease further development of this technology.

Our 3D XPoint technology development and Lehi facility operations are primarily included in our CNBU segment results.

As a result, we have experienced volatility in the markets that our products are sold into, driven by the move to a stay-at-home economy and fluctuations in consumer and business spending, which has affected demand for certain of our products.

The ultimate extent to which COVID-19 will impact our business depends on future developments, which are highly uncertain and very difficult to predict, including the effectiveness and utilization of vaccines for COVID-19 and its variants, the severity of COVID-19 and its variants, and the effectiveness of the actions to contain or limit their spread.

From the start of the COVID-19 pandemic, we proactively implemented preventative protocols, which we continuously assess and update for changes in conditions and emerging trends.

Government restrictions or severe outbreaks can impact our operations at certain sites.

We may be required, 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, 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.

We continuously assess our efforts to respond to the COVID-19 pandemic, which have included the following:

- In locations experiencing continued community COVID-19 infections, we prohibit onsite visitors and are generally requiring team members to work from home where possible or practical.

Where work from home is not possible, all on-site team members must complete health questionnaires, pass through thermal scanning equipment to ensure they do not have an elevated body temperature, and adhere to physical distancing requirements, mask protocols, and team member separation protocols.

We have also enhanced our contact tracing, significantly decreased business travel, and where possible, made ventilation and other health and safety enhancements at our facilities, and provided COVID-19 testing and vaccinations for our team members.

- Following the U.S. Food and Drug Administration’s recent approval of the Pfizer-BioNTech COVID-19 vaccine, we mandated that all U.S. employees and, in addition, contractors that enter our U.S. buildings and certain other locations, be fully vaccinated against COVID-19, subject to disability and religious exemptions, by November 15, 2021.

- We continue to work closely with our customer base to best match our supply to changing market conditions.

- We evaluate our supply chain and communicate with our suppliers to identify supply gaps and have taken steps to provide continuity, to the extent possible, though we expect that constraints within our supply chain for certain IC components may somewhat limit our bit shipments in the near term.

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 have evaluated all our construction projects across our global manufacturing operations and enacted protocols to enhance the safety of our team members, suppliers, and contractors.

- We have developed strategies and implemented 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

4 | 2021 10-K

Through our global brands — Micron® and 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 life *for all*.

Backed by 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.

In recent years, we have increased our manufacturing scale and product diversity through strategic acquisitions, expansion, and various partnering arrangements.

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.

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

Products

We are relentlessly focused on evolving our product portfolio to a richer mix of high-value solutions and cultivating deeper relationships with customers.

Our position as a developer and manufacturer of DRAM, NAND, 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.

We continuously introduce new products on our advanced technologies, delivering performance, quality, and cost advantages to our customers.

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.

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

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.

In 2020, we also achieved significant production and sales to the client market of our DDR4 DRAM products from our 1Znm technology.

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

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

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

The networking memory market has relatively long life-cycle DRAM products and, accordingly, a significant portion of our sales consisted of products manufactured on our legacy DRAM technology.

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

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

These specifications create a significant value opportunity for 3D XPoint technology in solutions between DRAM and NAND in the memory and storage hierarchy.

Trends in machine learning, big data analytics, and artificial intelligence are driving demand for the features offered by 3D XPoint technology.

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 also began sampling the world's first LPDDR5 DRAM-based UFS MCPs, which enable longer smartphone battery life and high-performance image processing and utilize our advanced 1Ynm DRAM process technology and the world’s smallest 512Gb 96-layer 3D NAND die.

In the first quarter of 2020, we ramped our 1Znm LPDDR4 DRAM-based uMCP, which at the time had the fastest revenue ramp of any product in the history of our mobile business.

High-

5 | 2020 10-K

In 2020, we significantly increased the mix of our high-value solutions in NAND.

In 2020, we continued to transition to our NAND QLC technology, representing nearly 20% of our overall NAND sales in the fourth quarter of 2020.

A meaningful portion of our consumer SSDs shipped in the second half of 2020 included NAND with our QLC technology.

In 2020, we started volume production of our first-generation 128-layer 3D NAND using replacement gate technology and began shipping products to customers in the fourth quarter of 2020.

We continue to make progress on our second-generation replacement gate node, which we expect to broadly deploy across our product portfolio, and remain on track for replacement gate production to comprise a meaningful portion of our NAND output by the end of calendar 2020.

In 2020, we offered new capacity and features with our 5210 ION SATA SSD, continuing our leadership in QLC NAND-based SSDs and accelerating the transition from hard disk drives to QLC SSDs in data centers.

Our technology is providing cost-optimized storage solutions at a significantly lower total cost of ownership for demanding workloads.

In 2020, we launched our client 2300 NVMe SSD, which uses our 96-layer 3D NAND technology and a single-sided M.2 form factor to provide flexibility in design with industry-leading capacities of up to 2TB.

[removed: See] [added: For a discussion of legal proceedings, see] “Part II – Item 8.

Risk Factors” of this Annual Report on Form 10-K.

SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably believe that the related monetary sanctions, if any, will be less than a specified threshold.

We use a threshold of $1 million for this purpose.

Reorganization Proceedings of the MMJ Companies

In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, pursuant to the terms and conditions of an Agreement on Support for Reorganization Companies (the “Sponsor Agreement”) that we entered into in 2012 with the trustees of the MMJ 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 seek approval for such support from the Tokyo District Court and the MMJ Companies’ reorganization creditors.

31 | 2020 10-K

The reorganization provided for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen, less certain expenses.

The plan of reorganization also provided for our cash payment at closing of 60 billion yen into MMJ to fund the initial installment payment to the creditors of 60 billion yen in exchange for 100% ownership of MMJ’s equity.

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

In connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and MAI’s reorganization proceedings were closed at that time.

Because MMJ’s plan of reorganization provided for ongoing payments to creditors, the reorganization proceedings continued following the closing of the MMJ acquisition and MMJ remained subject to the oversight of the Tokyo District Court and two trustees.

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.

Risk Factors” for a discussion of other legal proceedings.

For the fiscal year ended September [removed: 3, 2020][added: 2, 2021]

[removed: ][added: ]

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

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

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

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

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

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

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

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

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

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

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

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

| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Large Accelerated Filer | | | Accelerated Filer | | | Non-Accelerated Filer | | | Smaller Reporting Company | | | Emerging Growth Company | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| 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. | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | |] ☐ | | | [removed: | | |]

| 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. | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | |] ☒ | | | [removed: | | |]

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $44.8] [added: $79.9] billion based on the closing price reported on the Nasdaq Global Select Market on [removed: February 27, 2020.][added: March 4, 2021.]

The number of outstanding shares of the registrant’s common stock as of October [removed: 9, 2020] [added: 1, 2021] was [removed: 1,113,221,799.][added: 1,118,623,738.]

Portions of the Proxy Statement for the registrant’s Fiscal [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be held on January [removed: 14, 2021] [added: 13, 2022] are incorporated by reference into Part [added: II and Part] III of this Annual Report on Form 10-K.

| Micron [removed: Company] [added: Corporate] Profile | | | [removed: | | |  |] [added: ] | | | | | | | |

| Founded [removed: over 40 years ago] on October 5, 1978 Headquartered in Boise, Idaho, USA [added: $27.7B FY21 annual revenue] 4th Largest semiconductor company in the [removed: world, excluding IP/software revenue* 134] [added: world* 135] On the [removed: 2020] [added: 2021] Fortune 500 [removed: 44,000] [added: 47,500+] Patents granted and growing 17 Countries [removed: 13] [added: 12] Manufacturing sites and 14 customer labs [removed: 40,000] [added: ~43,000] Team members | | | | | | [removed: It’s All About Data] | | | | | [removed: | | | |]

| | | | [removed: | | |] Who We Are | | | | | | | | [removed: |]

| | | | [removed: | | |] Our Vision | | | | | | | | [removed: |]

| | | | [removed: | | |] As a global leader in memory and storage solutions, we are transforming how the world uses information to enrich life *for [removed: all* by enabling] [added: all*. By advancing] technologies to collect, [removed: store,] [added: store] and manage data with unprecedented speed and [removed: efficiency. We are accelerating] [added: efficiency, we lead] the transformation of [removed: information into intelligence – inspiring] [added: data to intelligence. In a world of change, we remain nimble, delivering products that help inspire] the world to learn, [removed: communicate,] [added: communicate] and advance faster than ever. | | | | | | | | [removed: |]

| | | | [removed: | | |] Our Commitment | | | | | | | | [removed: |]

| Media Inquiries mediarelations@micron.com Government Inquiries govaffairs@micron.com Investor Inquiries investorrelations@micron.com | | | | | | Global Product Portfolio | | | | | [removed: | | | |]

| | | | [removed: | | |] DRAM \| NAND \| [removed: 3D XPointTM Memory \|] NOR \| Solid-State Drives [added: \| Graphics and] High Bandwidth Memory (HBM) \| [added: Managed NAND and] Multichip Packages [removed: \| Advanced Solutions] | | |

| [removed: | | | | | |] Connect with us on micron.com | | | | | | | | | [added: | |]

[added: |] © [removed: 2020] [added: 2021] Micron Technology, Inc. Micron, the Micron [added: orbit] 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. [added: Products and specifications are subject to change without notice. Rev 10/21 CCMMD-1707390403-3712 | | | | | | | | | | |]

[removed: ][added: ]

[removed: ][added: ]

| Introduction | | | | | | | | | [removed: | | |]

| PART I | | | | | | | | | [removed: | | |]

| Item 1. | | | Business | | | [removed: [3](#i2d4857714cc4412a8b9929ddac3b95d2_19) | | |] [added: [3](#ibb04aeac5c964733b6740723e78b0936_22)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [14](#i2d4857714cc4412a8b9929ddac3b95d2_67) | | |] [added: [17](#ibb04aeac5c964733b6740723e78b0936_70)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [30](#i2d4857714cc4412a8b9929ddac3b95d2_70) | | |] [added: [36](#ibb04aeac5c964733b6740723e78b0936_73)] | | |

| Item 2. | | | Properties | | | [removed: [31](#i2d4857714cc4412a8b9929ddac3b95d2_2950) | | |] [added: [36](#ibb04aeac5c964733b6740723e78b0936_76)] | | |

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| | | | It’s All About Data | | | | | | | |

| | | | Data is today’s new business currency, and memory and storage are a critical foundation for the data economy. Memory and storage innovations will help transform society and enable significant value for all. | | | | | | | |

| | | | Micron designs, develops and manufactures industry-leading memory and storage products. By providing foundational capability for AI and 5G across data center, the intelligent edge, and consumer devices, we unlock innovation across industries including healthcare, automotive and communications. Our technology and expertise are central to maximizing value from cutting-edge computing applications and new business models which disrupt and advance the industry. | | | | | | | |

| *Based on Gartner Market Share: Semiconductors by End Market, Worldwide, 2020 (April 2021), excluding IP/software revenue. Micron data as of September 2, 2021. | | | | | | Our customers depend on our innovative solutions every day. We dedicate ourselves to demonstrating our environmental conscience, an inclusive team culture where all voices are heard and respected, and engaging in our communities to enrich life *for all*. | | | | |

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Micron’s global footprint map highlights locations that include our manufacturing sites, centers of excellence, customer labs, and large offices.

Not all Micron locations are represented on this map.

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| Item 6. | | | \[Reserved\] | | | [39](#ibb04aeac5c964733b6740723e78b0936_91) | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [85](#ibb04aeac5c964733b6740723e78b0936_2768) | | |

| Signatures | | | | | | [91](#ibb04aeac5c964733b6740723e78b0936_280) | | |

However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

| 2023 Notes | | | 2.497% Senior Notes due 2023 | | | | | | LPDDR | | | Low-Power Double Data Rate DRAM | | |

| 2024 Notes | | | 4.640% Senior Notes due 2024 | | | | | | LPDRAM | | | Low-Power DRAM | | |

| 2024 Term Loan A | | | Senior Term Loan A due 2024 entered into on May 14, 2021 | | | | | | MCP | | | Multichip packaged solutions with managed NAND and LPDRAM. | | |

| 2029 Notes | | | 5.327% Senior Notes due 2029 | | | | | | OEM | | | Original Equipment Manufacturer | | |

| EBITDA | | | Earnings before interest, taxes, depreciation, and amortization | | | | | | Revolving Credit Facility | | | $2.5 billion Revolving Credit Facility due May 2026 | | |

| Extinguished 2024 Term Loan A | | | Senior Term Loan A due 2024 repaid on May 14, 2021 | | | | | | SLC | | | Single-Level Cell (one bit per cell) | | |

| GDDR | | | Graphics Double Data Rate | | | | | | SOFR | | | Secured Overnight Financing Rate | | |

| IC | | | Integrated Circuit | | | | | | SSD | | | Solid State Drive | | |

| IMFT | | | IM Flash Technologies, LLC | | | | | | TI | | | Texas Instruments Incorporated | | |

| LIBOR | | | London Interbank Offered Rate | | | | | | uMCP | | | UFS-based MCP | | |

Our fourth quarter of fiscal 2020 contained 14 weeks and all other fiscal quarters in the years presented contained 13 weeks.

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| | | | | | | 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. | | | | | | | | |

| | | | | | | 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 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. | | | | | | | | | | | | | | |

Products and specifications are subject to change without notice.

Rev 09/20

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| Item 6. | | | Selected Financial Data | | | [34](#i2d4857714cc4412a8b9929ddac3b95d2_88) | | | | | |

| Signatures | | | | | | [93](#i2d4857714cc4412a8b9929ddac3b95d2_301) | | | | | |

1 | 2020 10-K

| 2023 Notes | | | 2.497% Senior Notes due 2023 | | | | | | MMJ | | | Micron Memory Japan, G.K. | | |

| 2024 Notes | | | 4.640% Senior Notes due 2024 | | | | | | MMJ Companies | | | MAI and MMJ | | |

| 2024 Term Loan A | | | Senior Term Loan A due 2024 | | | | | | MMJ Group | | | MMJ and its subsidiaries | | |

| 2027 Notes | | | 4.185% Senior Notes due 2027 | | | | | | MTTW | | | Micron Technology Taiwan, Inc. | | |

| 2029 Notes | | | 5.327% Senior Notes due 2029 | | | | | | MTU | | | Micron Technology Utah, LLC | | |

| DDR | | | Double Data Rate | | | | | | Qimonda | | | Qimonda AG | | |

| IMFT | | | IM Flash Technologies, LLC | | | | | | Revolving Credit Facility | | | $2.5 billion Revolving Credit Facility due July 2023 | | |

| Intel | | | Intel Corporation | | | | | | SLC | | | Single-Level Cell (one bit per cell) | | |

| LPDDR | | | Low Power Double Data Rate | | | | | | SSD | | | Solid State Drive | | |

| Micron | | | Micron Technology, Inc. (Parent Company) | | | | | | uMCP | | | UFS-based MCP | | |

 30

The following is a summary of our principal facilities as of September [removed: 3, 2020:][added: 2, 2021:]

[removed: ][added: ]

We generally utilize all of our manufacturing capacity; however, a portion of our MTU facility was underutilized for [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019 and was classified as held for sale as of September 2, 2021.]

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – [added: Lehi, Utah Fab and 3D XPoint” and “ –] Geographic Information.”)

36 | 2021 10-K

As of October [removed: 9, 2020,] [added: 1, 2021,] there were [removed: 1,942] [added: 1,844] shareholders of record of our common stock.

The information required by this item is incorporated by reference from the information to be included in our [removed: 2020] [added: 2021] Proxy Statement under the section entitled “Equity Compensation Plan Information,” which will be filed with the SEC within 120 days after September [removed: 3, 2020.][added: 2, 2021.]

[removed:  32][added:  37]

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

Those withheld shares of common stock are not [removed: considered common stock repurchases] [added: required to be disclosed] under [removed: an authorized common stock repurchase plan] [added: Item 703 of Regulation S-K] and accordingly are excluded from the amounts in the table above.

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: 2015,] [added: 2016,] through August 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

The performance graph above assumes $100 was invested on August 31, [removed: 2015] [added: 2016] in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).

| | | | [removed: 2015 | | |] 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | [added: 2021 | | |]

| Micron Technology, Inc. | | | $ | 100 | | $ | [removed: 100] [added: 194] | | $ | [removed: 195] [added: 318] | | $ | [removed: 320] [added: 275] | | $ | 276 | | $ | [removed: 277] [added: 447] | |

Market Information

Dividends

On August 2, 2021, we announced that our Board of Directors had declared a quarterly dividend of $0.10 per share, payable in cash on October 18, 2021, to shareholders of record as of the close of business on October 1, 2021.

We currently expect quarterly dividends to continue in future periods and aim to grow our dividend payments over time.

However, the declaration and payment of any future cash dividends are at the discretion and subject to the approval of our Board of Directors.

Our Board of Directors' decisions regarding the amount and payment of dividends will depend on many factors, such as our financial condition, results of operations, capital requirements, business conditions, debt service obligations, contractual restrictions, industry practice, legal requirements, regulatory constraints, and other factors that our Board of Directors may deem relevant.

We cannot guarantee that we will continue to pay a dividend in any future period.

| June 4, 2021 | | | – | | | July 8, 2021 | | | 1,872,825 | | | $ | 80.48 | | 1,872,825 | | | | | |

| July 9, 2021 | | | – | | | August 5, 2021 | | | 7,735,146 | | | 76.63 | | | 7,735,146 | | | | | |

| August 6, 2021 | | | – | | | September 2, 2021 | | | 4,242,303 | | | 72.29 | | | 4,242,303 | | | | | |

| | | | | | | | | | 13,850,274 | | | $ | 75.82 | | 13,850,274 | | | $5,962 | | |

38 | 2021 10-K

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| S&P 500 Composite Index | | | 100 | | | 116 | | | 139 | | | 143 | | | 174 | | | 229 | | |

| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 141 | | | 181 | | | 198 | | | 303 | | | 464 | | |

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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 | | | | | | | | |

| S&P 500 Composite Index | | | 100 | | | 113 | | | 131 | | | 157 | | | 161 | | | 196 | | |

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

33 | 2020 10-K

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| | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | | | | | | | | | | | | |

| | | | (in millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 21,435 | | $ | 23,406 | | $ | 30,391 | | $ | 20,322 | | $ | 12,399 | | | | | | | | | | | | | |

| Gross margin | | | 6,552 | | | 10,702 | | | 17,891 | | | 8,436 | | | 2,505 | | | | | | | | | | | | | | |

| Operating income | | | 3,003 | | | 7,376 | | | 14,994 | | | 5,868 | | | 168 | | | | | | | | | | | | | | |

| Net income (loss) | | | 2,710 | | | 6,358 | | | 14,138 | | | 5,090 | | | (275) | | | | | | | | | | | | | | |

| Net income (loss) attributable to Micron | | | 2,687 | | | 6,313 | | | 14,135 | | | 5,089 | | | (276) | | | | | | | | | | | | | | |

| Diluted earnings (loss) per share | | | 2.37 | | | 5.51 | | | 11.51 | | | 4.41 | | | (0.27) | | | | | | | | | | | | | | |

| Cash and short-term investments | | | 8,142 | | | 7,955 | | | 6,802 | | | 5,428 | | | 4,398 | | | | | | | | | | | | | | |

| Total current assets | | | 17,965 | | | 16,503 | | | 16,039 | | | 12,457 | | | 9,495 | | | | | | | | | | | | | | |

| Property, plant, and equipment | | | 31,031 | | | 28,240 | | | 23,672 | | | 19,431 | | | 14,686 | | | | | | | | | | | | | | |

| Total assets | | | 53,678 | | | 48,887 | | | 43,376 | | | 35,336 | | | 27,540 | | | | | | | | | | | | | | |

| Total current liabilities | | | 6,635 | | | 6,390 | | | 5,754 | | | 5,334 | | | 4,835 | | | | | | | | | | | | | | |

| Long-term debt | | | 6,373 | | | 4,541 | | | 3,777 | | | 9,872 | | | 9,154 | | | | | | | | | | | | | | |

| Total Micron shareholders’ equity | | | 38,996 | | | 35,881 | | | 32,294 | | | 18,621 | | | 12,080 | | | | | | | | | | | | | | |

| Noncontrolling interests in subsidiaries | | | — | | | 889 | | | 870 | | | 849 | | | 848 | | | | | | | | | | | | | | |

| Total equity | | | 38,996 | | | 36,770 | | | 33,164 | | | 19,470 | | | 12,928 | | | | | | | | | | | | | | |

On October 31, 2019, we purchased Intel’s noncontrolling interest in IMFT, now known as MTU, and IMFT Member Debt for $1.25 billion.

See “Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt” and “– Equity.”

In December 2016, we acquired the 67% remaining interest in Inotera and began consolidating Inotera's operating results.

In the periods presented above through December 2016, Inotera sold DRAM products exclusively to us through supply agreements.

The cash paid for the Inotera Acquisition was funded, in part, with a term loan of 80 billion New Taiwan dollars and $986 million from the sale of 58 million shares of our common stock.

| For the year ended | | | September [added: 2, 2021 | | | September] 3, 2020 | | | August 29, 2019 | | | [removed: August 30, 2018 | | |]

| Revenue | | | $ | [removed: 21,435] [added: 27,705] | | $ | [removed: 23,406] [added: 21,435] | | $ | [removed: 30,391] [added: 23,406] | |

| Cost of goods sold | | | [removed: 14,883] [added: 17,282] | | | [removed: 12,704] [added: 14,883] | | | [removed: 12,500] [added: 12,704] | | |

| Gross margin | | | [removed: 6,552] [added: 10,423] | | | [removed: 10,702] [added: 6,552] | | | [removed: 17,891] [added: 10,702] | | |

| Research and development | | | [removed: 2,600] [added: 2,663] | | | [removed: 2,441] [added: 2,600] | | | [removed: 2,141] [added: 2,441] | | |

| Selling, general, and administrative | | | [removed: 881] [added: 894] | | | [removed: 836] [added: 881] | | | [removed: 813] [added: 836] | | |

| Other operating (income) expense, net | | | [removed: 68] [added: 95] | | | [removed: 49] [added: 8] | | | [removed: (57)] [added: 78] | | |

| Operating income | | | [removed: 3,003] [added: 6,283] | | | [removed: 7,376] [added: 3,003] | | | [removed: 14,994] [added: 7,376] | | |

| Interest income | | | [removed: 114] [added: 37] | | | [removed: 205] [added: 114] | | | [removed: 120] [added: 205] | | |

| Interest expense | | | [removed: (194)] [added: (183)] | | | [removed: (128)] [added: (194)] | | | [removed: (342)] [added: (128)] | | |

| Other non-operating income (expense), net | | | [removed: 60] [added: 81] | | | [removed: (405)] [added: 60] | | | [removed: (465)] [added: (405)] | | |

| | | | [removed: 2,983] [added: 6,218] | | | [removed: 7,048] [added: 2,983] | | | [removed: 14,307] [added: 7,048] | | |

| Income tax (provision) benefit | | | [removed: (280)] [added: (394)] | | | [removed: (693)] [added: (280)] | | | [removed: (168)] [added: (693)] | | |

| Equity in net income (loss) of equity method investees | | | [removed: 7] [added: 37] | | | [removed: 3] [added: 7] | | | [removed: (1)] [added: 3] | | |

| Net income | | | [removed: 2,710] [added: 5,861] | | | [removed: 6,358] [added: 2,710] | | | [removed: 14,138] [added: 6,358] | | |

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

| Net income attributable to Micron | | | $ | [removed: 2,687] [added: 5,861] | | $ | [removed: 6,313] [added: 2,687] | | $ | [removed: 14,135] [added: 6,313] | |

| Basic | | | $ | [removed: 2.42] [added: 5.23] | | $ | [removed: 5.67] [added: 2.42] | | $ | [removed: 12.27] [added: 5.67] | |

| Diluted | | | [removed: 2.37] [added: 5.14] | | | [removed: 5.51] [added: 2.37] | | | [removed: 11.51] [added: 5.51] | | |

| Basic | | | [removed: 1,110] [added: 1,120] | | | [removed: 1,114] [added: 1,110] | | | [removed: 1,152] [added: 1,114] | | |

| Diluted | | | [removed: 1,131] [added: 1,141] | | | [removed: 1,143] [added: 1,131] | | | [removed: 1,229] [added: 1,143] | | |

[removed: 47 | 2020 10-K][added: | | | | 2021 | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | |]

| Net income | | | $ | [removed: 2,710] [added: 5,861] | | $ | [removed: 6,358] [added: 2,710] | | $ | [removed: 14,138] [added: 6,358] | |

| Gains (losses) on derivative instruments | | | [removed: 46] [added: (67)] | | | [removed: (3)] [added: 46] | | | [removed: (15)] [added: (3)] | | |

| Pension liability adjustments | | | [removed: 15] [added: 3] | | | [removed: (6)] [added: 15] | | | [removed: (3)] [added: (6)] | | |

| Gains (losses) on investments | | | [removed: 1] [added: (7)] | | | [removed: 9] [added: 1] | | | [removed: (2)] [added: 9] | | |

| Foreign currency translation adjustments | | | [removed: —] [added: 2] | | | [removed: (1)] [added: —] | | | [removed: 1] [added: (1)] | | |

| Other comprehensive income (loss) | | | [removed: 62] [added: (69)] | | | [removed: (1)] [added: 62] | | | [removed: (19)] [added: (1)] | | |

| Total comprehensive income | | | [removed: 2,772] [added: 5,792] | | | [removed: 6,357] [added: 2,772] | | | [removed: 14,119] [added: 6,357] | | |

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

| Comprehensive income attributable to Micron | | | $ | [removed: 2,749] [added: 5,792] | | $ | [removed: 6,312] [added: 2,749] | | $ | [removed: 14,116] [added: 6,312] | |

[removed:  48][added:  49]

| As [removed: of] [added: of September 3, 2020] | | | [removed: September 3, 2020] [added: $] | [added: 45] | | [removed: August 29, 2019] [added: $] | [added: 19] | | [added: $ | 8 | | $ | (1) | | $ | 71 | |]

| Cash and equivalents | | | $ | [removed: 7,624] [added: 7,763] | | $ | [removed: 7,152] [added: 7,624] | |

| Short-term investments | | | [removed: 518] [added: 870] | | | [removed: 803] [added: 518] | | |

| Receivables | | | [removed: 3,912] [added: 5,311] | | | [removed: 3,195] [added: 3,912] | | |

| Other current assets | | | [removed: 304 | | | 235] [added: 50] | | |

| Total current assets | | | [removed: 17,965] [added: 19,907] | | | [removed: 16,503] [added: 17,965] | | |

| Long-term marketable investments | | | [removed: 1,048] [added: 1,765] | | | [removed: 1,164] [added: 1,048] | | |

| Property, plant, and equipment | | | [removed: 31,031] [added: 33,213] | | | [removed: 28,240] [added: 31,031] | | |

| For the year ended | | | September 2, 2021 | | | September 3, 2020 | | | August 29, 2019 | | |

| Inventories | | | 4,487 | | | 5,373 | | |

| Assets held for sale | | | 974 | | | — | | |

| Other current assets | | | 502 | | | 538 | | |

| Repurchase of stock | | | (2) | | | — | | | (12) | | | (82) | | | (1,200) | | | — | | | (1,294) | | | — | | | (1,294) | | |

| Stock issued for convertible notes | | | 11 | | | 1 | | | (1) | | | — | | | — | | | — | | | — | | | — | | | — | | |

| Cash dividends declared ($0.10 per share) | | | — | | | — | | | — | | | (112) | | | — | | | — | | | (112) | | | — | | | (112) | | |

| Balance at September 2, 2021 | | | 1,216 | | | $ | 122 | | $ | 9,453 | | $ | 39,051 | | $ | (4,695) | | $ | 2 | | $ | 43,933 | | $ | — | | $ | 43,933 | |

| For the year ended | | | September 2, 2021 | | | September 3, 2020 | | | August 29, 2019 | | |

| Net income | | | $ | 5,861 | | $ | 2,710 | | $ | 6,358 | |

| Restructure and asset impairments | | | 454 | | | 40 | | | (97) | | |

| Inventories | | | 866 | | | (435) | | | (1,489) | | |

| Other | | | 140 | | | 107 | | | 156 | | |

With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands.

Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

See

“Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional

information.

We also use derivative instruments to manage our exposure to changes in commodity prices for manufacturing supplies and to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates.

For derivative instruments designated as cash flow hedges, time value is excluded from the assessment of effectiveness and the gains and losses attributable to time value are recognized in earnings.

For derivative instruments designated as fair value hedges, changes in the fair values of the derivative instruments and the offsetting changes in the fair values of the underlying hedged items are both recognized in earnings.

Goodwill

Effective as of the beginning of the second quarter of 2021, we changed the method of inventory costing from average cost to FIFO.

The difference between average cost and FIFO was not material to any previously reported financial statements.

Therefore, we have recognized the cumulative effect of the change as a reduction of inventories and a charge to cost of goods sold of $133 million as of the beginning of the second quarter of 2021.

54 | 2021 10-K

We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date.

We recognize right-of-use assets and lease liabilities for operating and finance leases with terms greater than 12 months.

Right-of-use assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments.

We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method.

Lehi, Utah Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market.

In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale.

Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi that was dedicated to 3D XPoint production.

As a result, we classified the property, plant, and equipment as held for sale and ceased depreciating the assets.

On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI for cash consideration of $900 million.

The sale is anticipated to close in the first quarter of 2022.

56 | 2021 10-K

In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs, to be realized from the sale of these assets and liabilities.

The impairment charge was based on Level 3 inputs including expected consideration and the composition of assets included in the sale, which were derived from the agreement with TI.

(in millions)

| Inventories | | | 5,607 | | | 5,118 | | |

| Noncontrolling interest in subsidiary | | | — | | | 889 | | |

| Total equity | | | 38,996 | | | 36,770 | | |

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

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

| Balance at August 31, 2017 | | | 1,116 | | | $ | 112 | | $ | 8,287 | | $ | 10,260 | | $ | (67) | | $ | 29 | | $ | 18,621 | | $ | 849 | | $ | 19,470 | | | | | | | | | | | | | | | | | | | |

| Stock issued in public offering | | | 34 | | | 3 | | | 1,363 | | | — | | | — | | | — | | | 1,366 | | | — | | | 1,366 | | | | | | | | | | | | | | | | | | | | |

| Contributions from noncontrolling interest | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 18 | | | 18 | | | | | | | | | | | | | | | | | | | | |

| Reclassification of redeemable convertible notes, net | | | — | | | — | | | 3 | | | — | | | — | | | — | | | 3 | | | — | | | 3 | | | | | | | | | | | | | | | | | | | | |

| Repurchase of stock | | | (2) | | | — | | | (11) | | | (64) | | | (176) | | | — | | | (251) | | | — | | | (251) | | | | | | | | | | | | | | | | | | | | |

| Settlement of capped calls | | | — | | | — | | | 98 | | | — | | | (98) | | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | | | | |

| Acquisitions of noncontrolling interests | | | — | | | — | | | 120 | | | — | | | — | | | — | | | 120 | | | (904) | | | (784) | | | | | | | | | | | | | | | | | | | | |

| Inventories | | | (489) | | | (1,528) | | | (472) | | |

| Other | | | 40 | | | (160) | | | (378) | | |

| Proceeds from issuance of stock | | | 225 | | | 179 | | | 1,655 | | |

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

Backed by 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.

See “Recently Adopted Accounting Standards.”

Goodwill and Non-Amortizing Intangible Assets

In the first quarter of 2020, we elected new accounting policies in connection with the adoption of ASC 842 – *Leases*.

We do not recognize a right-of-use asset or a lease liability for leases with a term of 12 months or less.

respect to, amounts paid for such items.

Unconsolidated VIE

PTI Xi’an: Powertech Technology Inc. Xi’an (“PTI Xi’an”) is a wholly-owned subsidiary of Powertech Technology Inc. (“PTI”) and was created to provide assembly services to us at our manufacturing site in Xi’an, China.

We do not have an equity interest in PTI Xi’an.

PTI Xi’an is a VIE because of the terms of its service agreement with us and its dependency on PTI to finance its operations.

We do not have the power to direct the activities of PTI Xi’an that most significantly impact its economic performance, primarily because we do not have governance rights.

Therefore, we do not consolidate PTI Xi’an.

Our agreement for PTI to provide assembly services to us is deemed to contain an embedded lease for accounting purposes.

As a result, as of September 3, 2020 and August 29, 2019, the accompanying consolidated balance sheets included net property, plant, and equipment of $38 million and $50 million, respectively, and finance lease obligations of $35 million and $47 million, respectively, in connection with this agreement.

Consolidated VIE

(See “Equity – Noncontrolling Interest in Subsidiary.”)

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 – *Leases* (as amended, “ASC 842”), which amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of lease payments.

We elected the practical expedients available under the transition guidance, including but not limited to, not reassessing past lease accounting or using hindsight to evaluate lease term.

In addition, we elected to not separate lease and non-lease components for real estate or gas plant leases.

As a result of adopting ASC 842, we recognized $567 million for operating lease liabilities and right-of-use assets and reclassified an additional $66 million of other balances to right-of-use assets to conform to the new presentation requirements of ASC 842.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06 – *Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity*, which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract.

This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.

During the fourth quarter of [removed: 2020,] [added: 2021,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September [removed: 3, 2020.][added: 2, 2021.]

The effectiveness of our internal control over financial reporting as of September [removed: 3, 2020] [added: 2, 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Form 10-K.

 86

PART III

Not applicable.

 85

PART III

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our [removed: 2020] [added: 2021] Proxy Statement which will be filed with the SEC within 120 days after September [removed: 3, 2020] [added: 2, 2021] and is incorporated herein by reference.

86 | 2021 10-K

87 | 2020 10-K

[removed:  88][added:  87]

| Year ended September 3, 2020 | | | [removed: $ |] 277 | | [removed: $] | 20 | | [removed: $] | (3) | | [removed: $] | 294 | | [added: |]

| 3.2 | | | [Bylaws of the Registrant, Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/723125/000110465920090285/tm2026510d1_ex99-2.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/723125/000072312521000018/exhibit31-amendedandrestat.htm)] | | | | | | 8-K | | | | | | [removed: 99.2] [added: 3.1] | | | [removed: 8/4/20] [added: 2/16/21] | | |

| 4.1 | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: April 18, 2012,] [added: February 6, 2019,] by and between Micron Technology, Inc. and U.S. Bank National Association, as [removed: Trustee for 3.125% Convertible Senior Notes due 2032](https://www.sec.gov/Archives/edgar/data/723125/000110465912026222/a12-9302_3ex4d3.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d1.htm)] | | | | | | 8-K | | | | | | [removed: 4.3] [added: 4.1] | | | [removed: 4/18/12] [added: 2/6/19] | | |

| [removed: 4.3] [added: 4.2] | | | [removed: [Indenture, dated](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d1.htm) [as of](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d1.htm) [February] [added: [First Supplemental Indenture, dated as of February] 6, 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d1.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] | | | | | | 8-K | | | | | | [removed: 4.1] [added: 4.2] | | | 2/6/19 | | |

| [removed: 4.4] [added: 4.6] | | | [removed: [First](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Supplemental] [added: [Second Supplemental] Indenture, [removed: dated](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [as of](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [February 6,] [added: dated as of July 12,] 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.2 | | | [removed: 2/6/19] [added: 7/12/19] | | |

| [removed: 4.5] [added: 4.3] | | | [Form of Note for Micron Technology, Inc.’s [removed: 4.640%](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Senior](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Notes] [added: 4.640% Senior Notes] due 2024 (included in [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [4.4)](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] [added: Exhibit 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)[2](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.3 | | | 2/6/19 | | |

| [removed: 4.6] [added: 4.4] | | | [Form of Note for Micron Technology, Inc.’s [removed: 4.975%](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Senior](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Notes] [added: 4.975% Senior Notes] due 2026 (included in [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [4.4)](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] [added: Exhibit 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)[2](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.4 | | | 2/6/19 | | |

| [removed: 4.7] [added: 4.5] | | | [Form of Note for Micron Technology, Inc.’s [removed: 5.327%](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Senior](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [Notes] [added: 5.327% Senior Notes] due 2029 (included in [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm) [4.4)](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] [added: Exhibit 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)[2](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.5 | | | 2/6/19 | | |

| [removed: 4.8] [added: 4.9] | | | [removed: [Second] [added: [Third] Supplemental Indenture, [removed: dated](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] [added: dated](http://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm)] [as [removed: of](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm) [July 12, 2019,] [added: of](http://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm) [April 24, 2020,] by and between Micron Technology, Inc. and U.S. Bank National Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm)] | | | | | | 8-K | | | | | | 4.2 | | | [removed: 7/12/19] [added: 4/24/20] | | |

| [removed: 4.9] [added: 4.7] | | | [Form of Note for Micron Technology, Inc.’s [removed: 4.185%](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm) [Senior](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm) [Notes] [added: 4.185% Senior Notes] due 2027 (included in Exhibit [removed: 4.8)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[6](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.3 | | | 7/12/19 | | |

| [removed: 4.10] [added: 4.8] | | | [Form of Note for Micron Technology, Inc.’s [removed: 4.663%](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm) [Senior](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm) [Notes] [added: 4.663% Senior Notes] due 2030 (included in Exhibit [removed: 4.8)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[6](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.4 | | | 7/12/19 | | |

| [removed: 4.12] [added: 4.10] | | | [Form of Note for Micron Technology, Inc.’s 2.497% Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm) [(included] [added: 2023 (included] in Exhibit [removed: 4.11)](https://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm)[9](http://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm)[)](http://www.sec.gov/Archives/edgar/data/723125/000110465920050965/tm2016033d4_ex4-2.htm)] | | | | | | 8-K | | | | | | 4.3 | | | 4/24/20 | | |

| [removed: 4.13] [added: 4.11] | | | [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/723125/000072312520000082/a202010-kxdescriptiono.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 9/3/20] | | | [added: 4.13] | | | [added: 10/19/20] | | |

| 10.2 | | | [Amended and Restated [removed: 2](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1062004equityince.htm)[004] [added: 2004] Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1062004equityince.htm) | | | | | | 10-K | | | 9/1/16 | | | 10.6 | | | 10/28/16 | | |

| 10.4 | | | [Amended and Restated 2007 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1082007equityince.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312520000091/a2020definitiveproxy.htm#i9efa54f8cda348dca7e1a84d2a2067d2_917)] | | | | | | [removed: 10-K] [added: DEF 14A] | | | [removed: 9/1/16] | | | [removed: 10.8] [added: A] | | | [removed: 10/28/16] [added: 12/1/20] | | |

| 10.5 | | | [2007 Equity Incentive Plan Forms of [removed: Agreement](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1092007termsandco.htm) [and] [added: Agreement and] Terms and Conditions](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1092007termsandco.htm) | | | | | | 10-K | | | 9/1/16 | | | 10.9 | | | 10/28/16 | | |

| 10.8* | | | [Patent License [removed: Agreement](https://www.sec.gov/Archives/edgar/data/723125/000110465907002662/a07-1385_1ex10d66.htm)[,](https://www.sec.gov/Archives/edgar/data/723125/000110465907002662/a07-1385_1ex10d66.htm) [dated] [added: Agreement, dated] September 15, 2006, by and among Toshiba Corporation, Acclaim Innovations, [removed: LLC and] [added: LLC](https://www.sec.gov/Archives/edgar/data/723125/000110465907002662/a07-1385_1ex10d66.htm)[,](https://www.sec.gov/Archives/edgar/data/723125/000110465907002662/a07-1385_1ex10d66.htm) [and] Micron Technology, Inc.](https://www.sec.gov/Archives/edgar/data/723125/000110465907002662/a07-1385_1ex10d66.htm) | | | | | | 10-Q | | | 11/30/06 | | | 10.66 | | | 1/16/07 | | |

| 10.11* | | | [Technology Transfer and License Option Agreement for 20NM Process Node, [removed: dated](https://www.sec.gov/Archives/edgar/data/723125/000072312513000138/a2013q3a2ex10-126.htm) [as](https://www.sec.gov/Archives/edgar/data/723125/000072312513000138/a2013q3a2ex10-126.htm) [of](https://www.sec.gov/Archives/edgar/data/723125/000072312513000138/a2013q3a2ex10-126.htm) [January] [added: dated as of January] 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation](https://www.sec.gov/Archives/edgar/data/723125/000072312513000138/a2013q3a2ex10-126.htm) | | | | | | 10-Q/A | | | 2/28/13 | | | 10.126 | | | 8/7/13 | | |

[removed:  90][added:  89]

| [removed: 10.15] [added: 10.12] | | | [Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312518000065/a2018q3ex10-64xdeferredcomp.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312521000032/exhibit1015-deferredcompen.htm)[, as amended](https://www.sec.gov/Archives/edgar/data/723125/000072312521000032/exhibit1015-deferredcompen.htm)] | | | | | | 10-Q | | | [removed: 5/31/18] [added: 3/4/21] | | | [removed: 10.64] [added: 10.15] | | | [removed: 6/22/18] [added: 4/1/21] | | |

| [removed: 10.16] [added: 10.13] | | | [Executive [removed: Agreement](https://www.sec.gov/Archives/edgar/data/723125/000072312517000085/a2017q3ex10-67executiveagr.htm)[,](https://www.sec.gov/Archives/edgar/data/723125/000072312517000085/a2017q3ex10-67executiveagr.htm) [dated] [added: Agreement, dated] April 26, [removed: 2017](https://www.sec.gov/Archives/edgar/data/723125/000072312517000085/a2017q3ex10-67executiveagr.htm)[,](https://www.sec.gov/Archives/edgar/data/723125/000072312517000085/a2017q3ex10-67executiveagr.htm) [by] [added: 2017, by] and between Micron Technology, Inc. and Sanjay Mehrotra](https://www.sec.gov/Archives/edgar/data/723125/000072312517000085/a2017q3ex10-67executiveagr.htm) | | | | | | 10-Q | | | 6/1/17 | | | 10.67 | | | 6/30/17 | | |

| [removed: 10.17] [added: 10.14] | | | [Severance Benefits for Sumit Sadana](https://www.sec.gov/Archives/edgar/data/723125/000072312517000166/a2018q1ex10-70xssseverance.htm) | | | | | | 10-Q | | | 11/30/17 | | | 10.70 | | | 12/20/17 | | |

| [removed: 10.18] [added: 10.15] | | | [Form of Amendment to Executive/Severance Agreement](https://www.sec.gov/Archives/edgar/data/723125/000072312517000148/exhibit991formofamendmentt.htm) | | | | | | 8-K | | | | | | 99.1 | | | 11/13/17 | | |

| [removed: 10.19] [added: 10.16] | | | [Severance Benefits for Manish Bhatia](https://www.sec.gov/Archives/edgar/data/723125/000072312517000166/a2018q1ex10-74xmbseverance.htm) | | | | | | 10-Q | | | 11/30/17 | | | 10.74 | | | 12/20/17 | | |

| [removed: 10.20] [added: 10.17] | | | [Micron Technology, Inc. Employee Stock Purchase [removed: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312517000155/a2017definitiveproxy.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312521000065/a2021q4ex1017-employeestoc.htm)] | | | [added: X] | | | [removed: DEF 14A] | | | | | | [removed: A] | | | [removed: 12/7/17] | | |

| [removed: 10.21] [added: 10.18] | | | [Severance Benefits for David A. Zinsner](https://www.sec.gov/Archives/edgar/data/723125/000072312518000036/a2018q2ex10-76.htm) | | | | | | 10-Q | | | 3/1/18 | | | 10.76 | | | 3/23/18 | | |

| [removed: 10.22] [added: 10.19] | | | [Credit Agreement, dated as of [removed: July 3, 2018,] [added: May 14, 2021,] by and among Micron Technology, Inc., as borrower, [removed: JPMorgan Chase Bank, N.A.,] [added: HSBC Bank USA, National Association,] as administrative [removed: agent and collateral] agent, [removed: and] the other agents party [removed: thereto] [added: thereto,] and each financial institution party from time to time [removed: thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312518000092/a2018q4e1068-creditagreeme.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312521000052/revolvingcreditagreementmi.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | [removed: 8/30/18] [added: 6/3/21] | | | [removed: 10.68] [added: 10.22] | | | [removed: 10/15/18] [added: 7/1/21] | | |

| [removed: 10.24] [added: 10.20] | | | [removed: [Incremental Amendment No. 1 to] [added: [Term Loan] Credit [removed: Agreement dated](https://www.sec.gov/Archives/edgar/data/723125/000072312518000156/a2019q1ex10-70xamendmentto.htm) [as of](https://www.sec.gov/Archives/edgar/data/723125/000072312518000156/a2019q1ex10-70xamendmentto.htm) [July 3, 2018,] [added: Agreement, dated as of May 14, 2021,] by and among Micron Technology, Inc., as borrower, [removed: JPMorgan Chase] [added: Wells Fargo] Bank, [removed: N.A.,] [added: National Association,] as administrative [removed: agent and collateral] agent, [removed: and] the other agents party [removed: thereto] [added: thereto,] and each financial institution party from time to time [removed: thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312518000156/a2019q1ex10-70xamendmentto.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312521000052/termloancreditagreementmic.htm)] | | | | | | 10-Q | | | [removed: 11/29/18] [added: 6/3/21] | | | [removed: 10.70] [added: 10.23] | | | [removed: 12/19/18] [added: 7/1/21] | | |