UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 2, 2021
OR☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromtoCommission file number 1-10658

Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware(State or other jurisdiction of incorporation or organization)
8000 S. Federal Way, Boise, Idaho(Address of principal executive offices)
Registrant’s telephone number, including area code75-1618004(IRS Employer Identification No.)
83716-9632(Zip Code)(208) 368-4000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.10 per share

Trading Symbol
MU

Name of each exchange on which registered
Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐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),Yes ☒and (2) has been subject to such filing requirements for the past 90 days.

No ☐
No ☒
No ☐

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 theYes ☒ No ☐registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company Emerging Growth Company

☒

☐

☐

☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any☐
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒The aggregate market value of the voting and non-voting common equity held by non-affiliates was $79.9 billion based on the closing price reported on the
Nasdaq Global Select Market on March 4, 2021. Shares of common stock held by each executive officer and director and by each person who owns 5% ormore of the outstanding common stock were excluded as they may be deemed to be affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes.
The number of outstanding shares of the registrant’s common stock as of October 1, 2021 was 1,118,623,738.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the registrant’s Fiscal 2021 Annual Meeting of Shareholders to be held on January 13, 2022 are incorporated byreference into Part II and Part III of this Annual Report on Form 10-K.

MicronCorporate
ProfileFounded on October 5, 1978
Headquartered in
Boise, Idaho, USA$27.7B

FY21 annual revenue

4thLargest semiconductor company
in the world*

135

On the 2021 Fortune 500

47,500+Patents granted and growing**

17

It’s All About Data
Data is today’s new business currency, andmemory and storage are a critical foundation forthe data economy. Memory and storage
innovations will help transform society andenable significant value for all.

Who We Are
Micron designs, develops and manufactures industry-leading memoryand 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 andcommunications. Our technology and expertise are central to maximizing
value from cutting-edge computing applications and new businessmodels which disrupt and advance the industry.

Countries**

Our Vision12

As a global leader in memory and storage solutions, we are transforming
how the world uses information to enrich life for all. By advancing
technologies to collect, store and manage data with unprecedented
speed and efficiency, we lead the transformation of data to intelligence. Ina world of change, we remain nimble, delivering products that help
inspire the world to learn, communicate and advance faster than ever.

Manufacturing sites and
14 customer labs**~43,000
Team members**

Our Commitment*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, andengaging in our communities to enrich life for all.

Media Inquiries
mediarelations@micron.com
Government Inquiries
govaffairs@micron.com
Investor Inquiries
investorrelations@micron.com

Global Product Portfolio
DRAM | NAND | NOR | Solid-State Drives | Graphics and High Bandwidth
Memory (HBM) | Managed NAND and Multichip Packages

Connect with us on micron.com© 2021 Micron Technology, Inc. Micron, the Micron orbit logo, the M orbit logo, Intelligence AcceleratedTM, and other Micron trademarks are the property of Micron Technology, Inc. All othertrademarks are the property of their respective owners. Products and specifications are subject to change without notice. Rev 10/21 CCMMD-1707390403-3712

Micron’s Global Footprint

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.

Table of Contents
Introduction
PART I
Item 1.

Business3

Item 1A.

Risk Factors

17

Item 1B.

Unresolved Staff Comments

36

Item 2.

Properties

36

Item 3.

Legal Proceedings

37

Item 4.

Mine Safety Disclosures

37

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

37

Item 6.

[Reserved]

39

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

39

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

47

Item 8.

Financial Statements and Supplementary Data

48

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

85

Item 9A.

Controls and Procedures

85

Item 9B.

Other Information

85

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

85

Item 10.

Directors, Executive Officers, and Corporate Governance86

Item 11.

Executive Compensation

86

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

86

Item 13.

Certain Relationships and Related Transactions, and Director Independence

86

Item 14.

Principal Accountant Fees and Services

86

Item 15.

Exhibits and Financial Statement Schedule

87

Item 16.

Form 10-K Summary

90

PART IIPART IIIPART IV

Signatures91

1

Forward-Looking Statements
This Form 10-K contains trend information and other forward-looking statements that involve a number of risks anduncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend,""pledge," "committed," "plans," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely,""may," "will," "would," "should," "could," and variations of such words and similar expressions. However, the absenceof these words or similar expressions does not mean that a statement is not forward-looking. Specific forwardlooking statements include, but are not limited to, statements such as those made regarding the impact ofcoronavirus disease 2019 (“COVID-19”) to our business; expected bit shipments; the completion of and timing forclosing the pending sale of our Lehi facility; the sufficiency of our cash and investments; the payment of future cash
dividends; and capital spending in 2022. Our actual results could differ materially from our historical results andthose discussed in the forward-looking statements. Factors that could cause actual results to differ materially
include, but are not limited to, those identified in “Part I – Item 1A. Risk Factors.”

Definitions of Commonly Used Terms
As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and our consolidated
subsidiaries, unless the context indicates otherwise. Abbreviations, terms, or acronyms are commonly used or foundin multiple locations throughout this report and include the following:
Term

Definition

Term

2023 Notes
2024 Notes
2024 Term Loan A

LPDDR
LPDRAM
MCP

2025 Notes
2026 Notes
2027 Notes

2.497% Senior Notes due 2023
4.640% Senior Notes due 2024
Senior Term Loan A due 2024 entered into
on May 14, 2021
5.500% Senior Notes due 2025
4.975% Senior Notes due 2026
4.185% Senior Notes due 2027

2029 Notes
2030 Notes

5.327% Senior Notes due 2029
4.663% Senior Notes due 2030

OEM
PCIe

2032D Notes
DDR
EBITDA
EUV

3.125% Convertible Senior Notes due 2032
Double Data Rate DRAM
Earnings before interest, taxes, depreciation,
and amortization
Extreme ultraviolet lithography

QimondaQLC
Revolving Credit
Facility
SATA

Extinguished 2024
Term Loan A
GDDR
IC
IMFT
Inotera
Intel
LIBOR

Senior Term Loan A due 2024 repaid on May
14, 2021
Graphics Double Data Rate
Integrated Circuit
IM Flash Technologies, LLC
Inotera Memories, Inc.
Intel Corporation
London Interbank Offered Rate

SLC

Low-Power Double Data Rate DRAM
Low-Power DRAM
Multichip packaged solutions with managed
NAND and LPDRAM.
Micron Technology, Inc. (Parent Company)
Micron Technology Utah, LLC
Hardware interface for SSDs that connect via
a PCIe bus.
Original Equipment Manufacturer
High-speed motherboard connection for
peripheral devices such as storage drives.
Qimonda AG
Quad-Level Cell (four bits per cell)$2.5 billion Revolving Credit Facility due May
2026
Hardware interface for connecting to storage
devices such as hard disk drives and SSDs.
Single-Level Cell (one bit per cell)

SOFR
SSD
TI
TLC
UFS
uMCP

Secured Overnight Financing Rate
Solid State Drive
Texas Instruments Incorporated
Triple-Level Cell (three bits per cell)
Universal Flash Storage
UFS-based MCP

MicronMTU
NVMeDefinition

Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Intel and
3D XPoint are trademarks of Intel Corporation or its subsidiaries. Other product names or trademarks that are notowned by Micron are for identification purposes only and may be the trademarks of their respective owners.
All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period
ending on the Thursday closest to August 31. Fiscal 2021 contained 52 weeks, fiscal 2020 contained 53 weeks, andfiscal 2019 contained 52 weeks. Our fourth quarter of fiscal 2020 contained 14 weeks and all other fiscal quarters in
the years presented contained 13 weeks.
2 | 2021 10-K

PART IITEM 1. BUSINESS

Overview
Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory andstorage solutions transforming how the world uses information to enrich life for all. With a relentless focus on ourcustomers, 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 acrossthe client and mobile user experience.
We manufacture our products at wholly-owned facilities and also utilize subcontractors to perform certain
manufacturing processes. We make significant investments to develop proprietary product and process technology,
which are implemented in our manufacturing facilities. Advancements in product and process technology generally
increase the density per wafer and reduce manufacturing costs of each generation of product. We continue tointroduce new generations of products that offer improved performance characteristics, including higher datatransfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, andincreased memory density.
The introduction of 176-layer NAND and 1α (1-alpha) DRAM represent major technology breakthroughs for ourcompany and the first time in our history that we have achieved industry leadership across these two flagshiptechnologies. 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 toprovide 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. Our managed NAND and SSD products incorporate NAND, a controller, firmware, and in some cases, DRAM.
An increasing portion of our SSDs incorporate proprietary controllers and firmware that we have developed.
Development of advanced technologies enables us to diversify our product portfolio toward a richer mix ofdifferentiated, high-value solutions and to target high-growth markets and specific customer requirements acrossdata center, intelligent edge, client, and mobile environments.
We face intense competition in the semiconductor memory and storage markets and to remain 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 research and development (“R&D”) investments, efficientutilization 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 efficient capital spending.

Lehi, Utah Fab and 3D XPoint
In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory andstorage 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, weceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of ourfacility located in Lehi that was dedicated to 3D XPoint production. As a result, we classified the property, plant, andequipment as held for sale and ceased depreciating the assets. On June 30, 2021, we announced that we enteredinto a definitive agreement to sell our Lehi facility to TI for cash consideration of $900 million. The sale is anticipatedto close in the first quarter of 2022. Select tools and other equipment will be retained for redeployment to our othermanufacturing 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 to3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.

Impact of COVID-19 on Our Business
Events surrounding the ongoing COVID-19 pandemic initially resulted in a reduction in economic activity across theglobe, and the timing and extent of the ongoing economic recovery remains uncertain. As a result, we haveexperienced 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 theirspread.
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. These preventative protocols areintended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and toensure business continuity. Government restrictions or severe outbreaks can impact our operations at certain sites.
While all our global manufacturing 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 or our health and safety protocols. We may be required, or deem it to be in the best interestof our employees, customers, partners, suppliers, and stakeholders, to alter our business operations in order tomaintain 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 arefollowing government policies and recommendations designed to slow the spread of COVID-19 and remaincommitted to the health and safety of our team members, contractors, suppliers, customers, distributors, andcommunities.
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 thermalscanning equipment to ensure they do not have an elevated body temperature, and adhere to physicaldistancing 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 ourteam 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 andcertain 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 haveadded 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

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. We cannot predict how the steps we,
our team members, government entities, suppliers, or customers take in response to the COVID-19 pandemic will
ultimately impact our business, outlook, or results of operations.

Sales, Markets, and Products
Product Technologies
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, NOR, and othertechnologies. We sell our products into various markets through our business units in numerous forms, including
wafers, components, modules, SSDs, managed NAND, and MCP products. Our system-level solutions, including
SSDs and managed NAND, combine NAND, a controller, firmware, and in some cases DRAM.
DRAM: DRAM products are dynamic random access memory semiconductor devices with low latency that provide
high-speed data retrieval with a variety of performance characteristics. DRAM products lose content when power isturned off (“volatile”) and are most commonly used in client, cloud server, enterprise, networking, graphics,
industrial, and automotive markets. LPDRAM products, which are engineered to meet standards for performanceand power consumption, are sold into smartphone and other mobile-device markets (including client markets for
Chromebooks and notebook PCs), as well as into the automotive, industrial, and consumer markets.
NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity,
low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the enterprise and cloud,client, and consumer markets and in removable storage markets. Managed NAND is used in smartphones andother mobile devices, and in consumer, automotive, and embedded markets. Low-density NAND is ideal for
applications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.
NOR: NOR products are non-volatile re-writable semiconductor memory devices that provide fast read speeds.
NOR is most commonly used for reliable code storage (e.g., boot, application, operating system, and execute-inplace code in an embedded system) and for frequently changing small data storage and is ideal for automotive,
industrial, and consumer applications.
3D XPoint: 3D XPoint is a class of non-volatile technology between DRAM and NAND in the memory and storage
hierarchy. In 2021, we ceased development of 3D XPoint technology.

Products by Business Unit and Market
Compute and Networking Business Unit (“CNBU”)
CNBU includes memory products and solutions sold into client, cloud server, enterprise, graphics, and networking
markets. CNBU reported revenue of $12.28 billion in 2021, $9.18 billion in 2020, and $9.97 billion in 2019. CNBU
sales in 2021 consisted primarily of DRAM products produced on 1x, 1y, and 1z technology nodes. In 2021, wewere the first to introduce products built using 1α DRAM process technology, which offers major improvements in bit
density, power, and performance. Our 1α DRAM is ramping in various products across PC, server, and mobile andaccounted for a meaningful portion of our revenue by the fourth quarter of 2021.
Client: CNBU sales to the client market in 2021 consisted primarily of DDR4 and LPDDR4 DRAM products. Our
products sold to the client market support both commercial and consumer PC growth, with growth driven by the
rapid deployment of PCs to support the work-from-home and e-learning environments as the world responded to the
COVID-19 pandemic.

5

Cloud Server: CNBU sales to the cloud market in 2021 consisted primarily of our DDR4 DRAM products. The cloudserver market continued to experience healthy demand in 2021 due to work-from-home and e-learning
environments, video streaming, and significant increases in e-commerce activity around the world. The cloud servermarket has also been driven, in part, by intelligent edge devices capable of artificial intelligence and augmented
reality that store and access data in the cloud. Cloud servers supporting artificial intelligence 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 2021 consisted primarily of our DDR4 DRAM products. In 2021,
we continued to make progress on our transition to DDR5, which doubles bandwidth and reduces power
consumption, and we are on track to support customers as they begin to introduce DDR5-enabled platforms in thesecond half of calendar year 2021. The enterprise market is driven by hybrid cloud growth as part of the ongoingdigital transformation.
Graphics: CNBU sales to the graphics market in 2021 consisted primarily of GDDR6 graphics products. In late2020, we started shipping GDDR6 DRAM products for next-generation gaming consoles and also introduced our
GDDR6X graphics memory, which delivers unprecedented speed and bandwidth for high-performance graphics andcomputing. The graphics market is driven by the need for high-performance, high-bandwidth, and cost-effective
memory solutions. Our GDDR6 and 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 behindapplications such as artificial intelligence, virtual and augmented reality, 4K and 8K gaming, and professional
design. Our GDDR6X products feature innovative signal transmission technology enabling the industry’s fastest
GDDR for compute and graphics workloads.
Networking: CNBU sales to the networking market in 2021 consisted primarily of DDR4 and DDR3 DRAM products.
In 2021, demand was driven, in part, by increased 5G build-out in certain geographic locations to further support thegrowth of the advanced 5G networking infrastructure.
3D XPoint: CNBU sales of 3D XPoint memory consisted primarily of wafers sold to Intel.
Mobile Business Unit (“MBU”)
MBU includes memory products sold into smartphone and other mobile-device markets and includes discrete
NAND, DRAM, and managed NAND. MBU managed NAND includes embedded multi-media controller (“e.MMC”)
and universal flash storage (“UFS”) solutions, each of which combine high-capacity NAND with a high-speed
controller and firmware, and eMCP/uMCP products, which combine an e.MMC/UFS solution with LPDRAM. MBU
reported revenue of $7.20 billion in 2021, $5.70 billion in 2020, and $6.40 billion in 2019. In the first quarter of 2021,
we were the first to market with uMCP5, the industry’s first UFS 3.1 multichip package with LPDDR5, which
combines high-performance, high-density, and low-power memory and storage in one compact package, equipping
smartphones to handle data-intensive 5G workloads with dramatically increased speed and power efficiency. In thesecond quarter of 2021, we began shipping 1α node-based LPDDR4x DRAM, which provides power-efficiency
improvements ideal for preserving battery life in mobile phones with memory intensive use cases like smart
photography. In 2021, we also began volume shipments of our 176-layer NAND UFS 3.1 mobile solution, whichfeatures improved performance, faster downloads, and smoother application response times, enabling 5G mobile
experiences.
Smartphone: MBU sales to the smartphone market in 2021 consisted primarily of LPDDR4, LPDDR5, and managed
NAND solutions. In 2021, we achieved record MCP revenue as we benefited from the growth in 5G-enabled
smartphones. High-end smartphones incorporate higher levels of NAND and LPDRAM that enable features such aslarger 4K displays, multiple high-resolution cameras, and 4K high-dynamic range video recording. Additionally, oursmartphone products are utilized by OEMs to enable artificial intelligence, augmented reality, and life-like virtual
reality capabilities into high-end phones, including facial and voice recognition, real-time translation, fast image
search, and scene detection.
Other: MBU sales in 2021 also included products sold into the feature and disposable phone markets, mobile PC,
and tablet markets. Sales primarily consisted of LPDDR4, uMCPs, and eMCPs.

6 | 2021 10-K

Storage Business Unit (“SBU”)
SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage
markets and discrete NAND sold in component and wafer forms for usage in various markets. SBU reported
revenue of $3.97 billion in 2021, $3.77 billion in 2020, and $3.83 billion in 2019. In 2021, we began volume
shipments of the world’s first 176-layer 3D NAND flash memory. Based on our second-generation replacement-gatearchitecture, our 176-layer NAND is the industry’s most advanced node in high-volume production. In 2021, wedrove an increased mix of our QLC NAND technology. The low cost per bit of our NAND QLC technology enables
us to offer SSD products at a price point that drives accelerated replacement of hard disk drives in a number ofmarket segments. QLC SSD adoption continues to grow and the majority of our client SSD bits shipped in the fourth
quarter of 2021 included NAND with our QLC technology.
SSDs: SSD storage products incorporate NAND, a controller, and firmware and offer significant performance andfeatures over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, andlower power consumption. We offer SSD solutions utilizing our NAND technology to the enterprise and cloud, client,and consumer markets.
Enterprise and Cloud SSDs: SBU sales to the enterprise and cloud SSD markets in 2021 consisted primarily of our
5210, 5300, 7300, and 9300 series SSDs. In 2021, we enhanced our portfolio of NVMe SSDs and in the first quarterof 2022, we announced the availability of our PCIe Gen4 enterprise SSDs with Micron-designed controllers. The
enterprise and cloud storage markets are driven by the growth of applications that store, access, and analyze datain the cloud. 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 2021 consisted primarily of our 2300 and 2210 series client
SSDs. Our client SSDs, targeted for leading personal computer OEMs, have mostly replaced hard disk drives usedin notebooks, desktops, workstations, and other consumer applications, and deliver high performance, power
efficiency, security, and capacity. In 2021, we announced volume production of our first PCIe Gen4 SSDs, theMicron 2450 and 3400, built with our 176-layer NAND and available in a variety of form factors.
Consumer SSDs: SBU sales to the consumer SSD market in 2021 consisted primarily of our Crucial-branded
MX500 and BX500 SATA SSDs and our P1, P2, P5, and P5 Plus PCIe SSDs, which utilize our NAND QLC and TLC
technologies. We had record consumer SSD revenue in 2021, assisted by the growth of our QLC SSDs, and wecontinued to transition our product line of consumer SSDs from SATA to NVMe. In 2021, we began shipping 176layer NAND based consumer SSDs and announced the availability of our Crucial P5 Plus PCIe SSDs as an
expansion of our NVMe SSD portfolio to offer high-performance internal Gen4 storage options to consumers. We
also expanded our consumer portable SSD portfolio by introducing the high-capacity 4TB and value-priced 500GB
Crucial X6 external SSDs to offer consumers more options for external storage performance, capacity and value atany price point. Our consumer SSD solutions are replacing installed hard disk drives as end users and systembuilders/integrators seek the higher performance, power savings, and reliability of SSDs.
Components and Wafers: SBU sales of components in 2021 consisted primarily of our 96-layer and 176-layer TLC
and QLC NAND products.
Embedded Business Unit (“EBU”)
EBU includes memory and storage products sold into industrial, automotive, and consumer markets and includes
discrete and module DRAM, discrete NAND, managed NAND, SSDs, and NOR. EBU reported revenue of $4.21
billion in 2021, $2.76 billion in 2020, and $3.14 billion in 2019. The embedded market has traditionally beencharacterized by long life-cycle DRAM and non-volatile products manufactured on mature process technologies.
With strong trends of digitization, connectivity, and intelligence in every device, demand continues to grow for
leading-edge products from newer process technologies emerging in the embedded market. Our embedded
products enable edge devices to store, connect, and transform information in the internet of things (“IoT”) market
and are utilized in a diverse set of applications in the automotive, industrial, and consumer markets.

7

Industrial: EBU sales to the industrial market in 2021 consisted primarily of DDR4 and DDR3 DRAM, LPDDR4DRAM, SLC NAND, NAND MCPs, and NOR. Our products enable applications in the growing industrial IoT market,
including machine-to-machine communication, factory automation, transportation, surveillance, retail, and smart
infrastructure.
Automotive: EBU sales to the automotive market in 2021 consisted primarily of LPDDR4 DRAM, e.MMC managed
NAND, DDR3 DRAM, and LPDDR2 DRAM. In 2021, we began sampling the industry’s first automotive-grade
LPDDR5 that is hardware-evaluated to meet the most stringent Automotive Safety Integrity Level, ASIL D. We alsobegan sampling the industry’s first UFS 3.1 solution for automotive applications. Advancements in autonomous
driving, advanced driver-assistance systems, and in-vehicle infotainment systems continue to increase therequirements for high-performing memory and storage products, with higher reliability requirements for leading-edge
products. Automotive memory and storage products enable connected, advanced infotainment systems withincreasingly larger and higher definition displays and support improved voice and gesture control. In addition, ourproducts enable increasingly advanced vision and sensor based automated systems to support driver assistancesolutions and vehicle safety. Our comprehensive and expanding portfolio of DRAM, NAND, and NOR solutions to
the automotive market, as well as our extensive customer support network, enable us to maintain our strong
leadership position in this market.
Consumer: EBU sales to the consumer market in 2021 consisted primarily of our LPDDR4 DRAM, DDR3 DRAM,
and SLC NAND. These embedded memory and storage solutions are used in a diverse set of consumer products,
including service provider and IP set-top boxes, digital home assistants, digital still and video cameras, home
networking, ultra-high definition televisions, and many more applications. Our embedded memory and storage
solutions enable edge devices in the consumer products market to store, connect, and transform information in the
IoT.

Marketing and Customers
We seek to build collaborative relationships with our customers to understand their unique opportunities andchallenges. By engaging with our customers early in the product life-cycle to identify and design features andperformance characteristics into our products, we are able to manufacture products that anticipate and address ourcustomers’ changing needs. Collaborating with our customers on their design needs in changing end markets andmeeting their timelines for qualifying new products, allows us to differentiate our memory and storage solutions,which provides greater value to our customers.
Our semiconductor memory and storage products are offered under our Micron and Crucial brand names andthrough private labels. We market our semiconductor memory and storage products primarily through our own direct
sales force and maintain sales or representative offices to support our worldwide customer base. Our products arealso offered through independent sales representatives, distributors, and retailers. Our independent sales
representatives obtain orders, subject to final acceptance by us, and we then make shipments against these orders
directly to customers or through our distributors. Our distributors carry our products in inventory and typically sell avariety of other semiconductor products, including competitors’ products. We sell our Crucial-branded products
through a web-based customer direct sales channel as well as through channel and distribution partners. We
maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products.
Due to volatile industry conditions, our customers are generally reluctant to enter into long-term, fixed-pricepurchase contracts. We typically accept orders with acknowledgment that pricing, quantity, and other terms may be
adjusted to reflect market conditions at the time of shipment.
In each of the last three years, approximately one-half of our total revenue was from our top ten customers. For
other information regarding our concentrations and customers, see “Part II – Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Certain Concentrations.”

Competitive Conditions
We face intense competition in the semiconductor memory and storage markets from a number of companies,
including Intel; Kioxia Holdings Corporation (formerly Toshiba Memory Corporation); Samsung Electronics Co., Ltd.;SK hynix Inc.; and Western Digital Corporation. Some of our competitors are large corporations or conglomerates
that may have greater resources to invest in technology, capitalize on growth opportunities, and withstand
8 | 2021 10-K

downturns in the semiconductor markets in which we compete. Consolidation of industry competitors could put us at
a competitive disadvantage. We and our competitors generally seek to improve yields, reduce die size in productdesigns, or increase production capacity, which may result in significant increases in worldwide supply anddownward pressure on prices. Increases in worldwide supply of semiconductor memory and storage also result
from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation ofother semiconductor production to semiconductor memory and storage production. Our competitors may increase
capital expenditures resulting in future increases in worldwide supply. We, and some of our competitors, have plansto ramp, or are constructing or ramping, production at new fabrication facilities. If competitors are more successful
at developing or implementing new product or process technology, their products could have cost or performanceadvantages. Certain of our memory and storage products are manufactured to industry standard specifications and,as such, have similar performance characteristics to those of our competitors. For these products, the principal
competitive factors are generally price and performance characteristics including operating speed, power
consumption, reliability, compatibility, size, and form factor. Some of our competitors may use aggressive pricing toobtain market share or take business of our key customers.
Some governments may provide, or have provided, and may continue to provide, significant assistance, financial orotherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or
competitors. In particular, we face the threat of increasing competition as a result of significant investment in thesemiconductor industry by the Chinese government and various state-owned or affiliated entities that is intended toadvance China’s stated national policy objectives. In addition, the Chinese government may restrict us fromparticipating in the China market or may prevent us from competing effectively with Chinese companies. Some ofour competitors may benefit from policies and regulations that favor domestic companies or may not be subject tocertain regulations or restrictions to which we are subject, which may allow them access to certain sales
opportunities from which we may be restricted. In addition, our customers may redirect their business to ourcompetitors based on government policy, national preference, or other factors.

Manufacturing
We manufacture our products within our own facilities located in Taiwan, Singapore, Japan, the United States,
Malaysia, and China, and also utilize subcontractors to perform certain manufacturing processes. Our products are
manufactured on 300mm wafers in facilities that generally operate 24 hours per day, seven days per week.
Semiconductor manufacturing is extremely capital intensive, requiring large investments in sophisticated facilities
and equipment. Our DRAM, NAND, and NOR products share a number of common manufacturing processes,
enabling us to leverage our product and process technology and certain resources and manufacturing infrastructure
across these product lines.
Our process for manufacturing semiconductor products is complex and involves numerous precise steps, including
wafer fabrication, assembly, and test. Efficient production of semiconductor products requires utilization of advanced
semiconductor manufacturing techniques and effectively deploying those techniques across multiple facilities. The
primary determinants of manufacturing cost are process line-width, 3D non-volatile layers, NAND cell levels,
process complexity (including the number of mask layers and fabrication steps), and manufacturing yield. Other
factors include the cost and sophistication of manufacturing equipment, equipment utilization, cost of raw materials,
labor productivity, package type, cleanliness of our manufacturing environment, and utilization of subcontractors to
perform certain manufacturing processes. As we continue to increase our production of high value products andsolutions, manufacturing costs are increasingly affected by the costs of application-specific integrated circuit (ASIC)
controllers and other semiconductors, advanced and complex packaging configurations, and testing at progressively
higher performance speeds and quality levels. We continuously enhance our production processes, increase bits
per wafer, transition to higher density products, and utilize advanced testing and assembly processes.
Wafer fabrication occurs in a highly-controlled clean environment to minimize yield loss from contaminants. Despite
stringent manufacturing controls, individual circuits may be nonfunctional or wafers may be scrapped due toequipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects, or
contamination from airborne particles, among other factors. Success of our manufacturing operations depends
largely on minimizing defects and improving process margin to maximize yield of high-quality circuits. In this regard,
we employ rigorous quality controls throughout the manufacturing, screening, and testing processes. We continue

9to heighten quality control as our product offerings expand into higher-end segments that require increasing
performance targets.
Our products are manufactured and sold in both packaged form and as unpackaged bare die. Our packaged
products include packaged die, memory modules, and system-level solutions, such as SSDs, managed NAND, andMCPs. We assemble many products in-house and, in some cases, outsource assembly services for certain
packaged die, memory modules, SSDs, and MCPs. We test our products at various stages in the manufacturing
process, conduct numerous quality control inspections throughout the entire production flow, and perform hightemperature burn-in on finished products. In addition, we use our proprietary AMBYX™ line of intelligent test andburn-in systems to perform simultaneous circuit tests of semiconductor die, capturing quality and reliability data andreducing testing time and cost.
In recent years, we have produced an increasingly broad portfolio of products and system solutions, which
enhances our ability to allocate resources to our most profitable products but also increases the complexity of ourmanufacturing and supply chain operations. Although our product lines generally use similar manufacturing
processes, our costs can be affected by frequent conversions to new products; the allocation of manufacturing
capacity to more complex, smaller-volume products; and the reallocation of manufacturing capacity across various
product lines.

Resources
Supply Chain, Materials, and Third-Party Service Providers
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and theuse of third parties to provide us with components and services. We generally have multiple sources of supply forour materials and services. However, only a limited number of suppliers are capable of delivering certain materials
and services that meet our standards and, in some cases, materials, components, or services are provided by asingle or sole source. Various factors could impact the availability of materials or components such as chemicals,
silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle
glass blanks. Shortages or increases in lead times have occurred in the past, are currently occurring with respect tosome materials and components, and may occur from time to time in the future.
Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers,
analog integrated circuits, and other components used in some of our products and with outsourced semiconductor
foundries, assembly and test providers, contract manufacturers, logistic carriers, and other service providers.
Although we have certain long-term contracts with some of our suppliers, many of these contracts do not provide forlong-term capacity commitments. To the extent we do not have firm commitments from our third-party suppliers overa specific time period or for any specific capacity and/or quantity, our suppliers may allocate capacity to their othercustomers and capacity and/or materials may not be available when we need it or at reasonable prices. Inflationarypressures and shortages may increase costs for materials, supplies, and services. Regardless of contract structure,large swings in demand may exceed our contracted supply and/or our suppliers’ capacity to meet those demandchanges in the required timeframe resulting in a shortage of parts, materials, or capacity needed to manufacture our
products.
Trade disputes or other political conditions, economic conditions, or public health issues, such as COVID-19, may
limit our ability to obtain materials necessary to produce Micron products. Certain materials are primarily available ina limited number of countries, including rare earth elements, minerals, and metals available primarily from China.
Although these rare earth and other materials are generally available from multiple suppliers, China is the
predominant producer of certain of these materials. If China were to restrict or stop exporting these materials, oursuppliers’ ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or
obtain supply in a timely manner, or at a commercially reasonable cost. Constrained supply of rare earth elements,
minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or
impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficient quantitiesof these materials from China.

10 | 2021 10-K

Patents and Licenses
As of September 2, 2021, we owned approximately 15,400 active U.S. patents and 7,300 active foreign patents. In
addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms
expiring through 2041.
From time to time, we sell and/or license our technology to other parties and continue to pursue opportunities tomonetize our investments in our intellectual property through partnering and other arrangements. We have also
jointly developed memory and storage product and process technology with third parties on a limited basis.
We have a number of patent and intellectual property license agreements and have, from time to time, licensed orsold our intellectual property to third parties. Some of these license agreements require us to make one-time or
periodic payments while others have resulted in us receiving payments. We may need to obtain additional licenses
or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual
property and partnering arrangements. We are unable to predict whether these license agreements can be obtainedor renewed on terms acceptable to us.

Research and Development
Our R&D efforts are focused primarily on development of industry leading memory and storage solutions thatenable continuous improvement in performance and cost structure for our products. We are focused on developing
new fundamentally different memory structures, materials, and packages designed to facilitate our transition to next
generation products. Additional R&D efforts focus on the enablement of advanced computing, storage, and mobile
memory architectures and the investigation of new opportunities that leverage our core semiconductor expertise.
Product design and development efforts include high-density DDR4, DDR5, LPDDR4, LPDDR5, High Bandwidth
Memory, Compute Express Link (CXL) based products, and advanced graphics DRAM; 3D NAND (including TLC
and QLC technologies); mobile and storage solutions (including firmware and controllers); managed NAND; SSDs;
and other memory technologies and systems.
To compete in the semiconductor memory and storage markets, we must continue to develop technologicallyadvanced products and processes. The continued evolution of our semiconductor product offerings is necessary tomeet expected customer requirements for memory and storage products and solutions. Our process, design,
firmware, controller, package, and system development efforts occur at multiple locations across the world. Our
primary R&D centers are located in Boise, Idaho; Singapore; Japan; Taiwan; Italy; China; India; Germany; and othersites in the United States.
R&D expenses vary primarily with the number of development and pre-qualification wafers processed and endproduct solutions developed, personnel costs, and the cost of advanced equipment dedicated to new product andprocess development, such as investments in EUV lithography equipment. Because of the lead times necessary to
manufacture our products, we typically begin to process wafers before completion of performance and reliability
testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for
performance, functionality, and reliability. R&D expenses can vary significantly depending on the timing of productqualification.

11

Human Capital
We depend on a highly educated and experienced workforce to design, develop, and manufacture high-quality,
cutting-edge memory and storage solutions. As of September 2, 2021, we had approximately 43,000 employees
located in the following regions:RegionPercent

Asia
United States
Europe
Total

Percent Women

74 %
24 %
2%
100 %

34 %
19 %
21 %
30 %

As of September 2, 2021, 30% of our global workforce were women, compared to 29% as of September 3, 2020.
23% of our technical or engineering roles were held by women, as compared to 21% on September 3, 2020.
Women comprised 15% of our senior leaders as of September 2, 2021, as compared to 13% as of September 3,
2020.
In 2021, we added one female director to our Board of Directors, resulting in a Board of Directors that is comprisedof four men and four women as of September 2, 2021, compared to five men and three women as of September 3,
2020. In addition, as of September 2, 2021, based on self-identification, one member of our Board of Directors is
Asian, one member is African-American, and six members are White. One member of our Board of Directors is aveteran of the U.S. military.

Talent Acquisition, Engagement, and Retention
Finding and retaining the best and brightest people in an extremely competitive industry environment is a strategic
imperative for our business. We have partnerships with colleges and universities worldwide and through thiscollaboration, we offer curricula and mentorship programs that reinforce awareness of and engagement with Micronamong students and graduates. In addition, we use artificial intelligence to reduce or eliminate the potential for bias
from resumes, allowing us to focus on individual merit over personal characteristics.
Periodically, we invite all team members to participate in our internal engagement survey, which covers questions
that measure and provide insight into leadership and inclusive behaviors. In April 2021, 88% of our team members
participated in the survey. Management uses feedback from the survey to identify and implement continuous
improvements to our culture and workplace practices.

Compensation and Benefits
Our compensation programs are designed to support our team members’ financial and personal well-being by
providing a valuable return for their contributions to the company. Our total compensation strategy includes basesalary, annual bonuses, equity awards, a discounted stock purchase plan, and a comprehensive benefits package.

Diversity, Equality & Inclusion
We have made powerful commitments in 2021 to hold ourselves even more accountable for progress towards
diversity, equality, and inclusion (DEI), by setting six global DEI commitments:
•
•
•
•
•
•

Increase representation of underrepresented groups
Drive equitable pay and inclusive benefits
Strengthen our culture of inclusion
Advocate for racial and LGBTQ+ equality
Engage with minority-owned financial institutions for cash management
Increase representation and spend with diverse suppliers

We have a regular review of pay globally, including base pay and stock awards, to drive compensation equitability.
In 2021, we achieved comprehensive global pay equity for all employees in total compensation across base,
12 | 2021 10-K

bonuses, and stock rewards. In addition, a portion of our company-wide annual bonus program is based on theachievement of DEI-related goals.

Health, Safety, and Wellness
Proactive efforts to prevent occupational illnesses and injuries allow us to maintain a safe, healthy, and secure
workplace. Each of our sites have health and safety committees, which are designed to promote overall operations
and communications regarding safety and to help lead and implement secure and compliant work areas. Our safety
program creates a unified corporate safety culture by establishing a formal training structure and common safety
practices across our global facilities.
In addition to our proactive efforts on safety, we have increased our focus on providing enhanced services to ourteam members including free mental health and counseling support, providing critical-incident stress management
services and emotional support sessions, launching a work-from-home toolkit, and encouraging team members toearn incentives by participating in well-being challenges and measuring their personal progress.
In response to the COVID-19 pandemic, we went well beyond local, state, and federal requirements. With
COVID-19 vaccines now available, we have launched a task force to monitor vaccine availability for team members,
provided on-site vaccinations where available, provided monetary incentives, and, for U.S. team members, required
vaccinations to improve vaccination rates. See “Item 1. Business – Overview – Impact of COVID-19 on Our
Business.”
We are a member of the Responsible Business Alliance (RBA), a group of leading companies focused on promoting
responsible working conditions, ethical business practices, and environmental stewardship throughout our global
supply chain. We strive to adhere to both our Code of Business Conduct and Ethics (available on our website) and
the RBA code of conduct, which is a demonstration of our commitment to integrity and responsible practices.

Government Regulations
Our worldwide business activities are subject to various federal, state, local, and foreign laws and our products aregoverned by a number of rules and regulations. Compliance with these laws, rules, and regulations are presently
not material to our results of operations, capital expenditures, or competitive position. Nevertheless, compliancewith existing or future government laws, including, but not limited to, our operations, products, global trade, businessacquisitions, employee health and safety, and taxes could have a material adverse effect on our future results ofoperations, capital expenditures, or competitive position. See “Item 1A. Risk Factors” for a discussion of thesepotential impacts.

Environmental Compliance
We approach environmental stewardship and sustainability proactively to ensure we meet all government
regulations regarding use of raw materials, discharges, climate change and energy use, emissions, and wastes
from our manufacturing processes and address the evolving expectations of our investors, customers, teammembers, and other stakeholders. Compliance with the law and other compliance obligations is considered aminimum environmental expectation at Micron. Our wafer fabrication facilities continued to conform to therequirements of the International Organization for Standardization (“ISO”) 14001 environmental management
systems standard to ensure we are continuously improving our performance. As part of the ISO 14001 framework,
we have established a global environmental policy and meet requirements in terms of environmental aspects
evaluation and control, compliance obligations, commitment, training, communication, control of documented
information, operational control, emergency preparedness and response, and management review. While we havenot experienced any material adverse effects to our operations from environmental regulations, changes inregulations could necessitate additional capital expenditures, modification of our operations, or other complianceactions.

13

Trade Regulations
Sales of our memory and storage products, and the transfer of related technical information and know-how,including support, are subject to laws and regulations governing international trade, including, but not limited to,export control, customs, and sanctions regulations administered by U.S. government agencies such as the Bureau
of Industry and Security (“BIS”) of the U.S. Department of Commerce and the Office of Foreign Asset Control of the
U.S. Department of the Treasury. Other jurisdictions, such as the European Union or China, also maintain, or may
implement, similar laws and regulations with which we must comply. Any such laws or regulations may require that
we either obtain licenses or other authorizations to export certain of our products or sell them to certain countries,
companies, or individuals, or, in the absence of such licenses or authorizations, not export or sell the applicableproducts or transfer the related technical information and know-how to the affected countries, companies, orindividuals. In addition, increased tariffs imposed by the countries in which our products are sold can increase thecost of our product to our customers. The laws and regulations that govern international trade change frequently,
sometimes without advance notice. See “Item 1A. Risk Factors – Risks Related to Laws and Regulations – Traderegulations have restricted our ability to sell our products to several customers, could restrict our ability to sell our
products to other customers or in certain markets, or could otherwise restrict our ability to conduct operations” and “– Risks Related to Our Business, Operations, and Industry – We face geopolitical and other risks associated with
our international sales and operations that could materially adversely affect our business, results of operations, or
financial condition.”
We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, aswell as laws and regulations enacted in response to concerns regarding climate change, conflict minerals,
responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could
limit the supply of our materials and/or increase the cost. Environmental regulations could limit our ability to procure
or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines
could delay our receipt of materials. Lead times for the supply of materials have been extended in the past. Ourability to procure components to repair equipment essential for our manufacturing processes could also be
negatively impacted by various restrictions or disruptions in supply chains, among other items. The disruption of our
supply of materials, components, or services, or the extension of our lead times could have a material adverse
effect on our business, results of operations, or financial condition. Similarly, if our customers experience disruptions
to their supplies, materials, components, or services, or the extension of their lead times, they may reduce, cancel,
or alter the timing of their purchases with us, which could have a material adverse effect on our business, results ofoperations, or financial condition.

14 | 2021 10-K

Information About Our Executive Officers
Our executive officers are appointed annually by our Board of Directors and our directors are elected annually by
our shareholders. All officers serve until their successors are duly chosen or elected and qualified, except in thecase of earlier death, resignation, or removal.
The following presents information, as of September 2, 2021, about our executive officers:

Scott R. Allen
Corporate Vice President and Chief Accounting Officer
Mr. Allen, 53, joined us in September 2020 as Corporate Vice President of Accounting. Mr. Allen was named
Corporate Vice President and Chief Accounting Officer in October 2020. From August 2016 to September 2020,
Mr. Allen held several executive roles at NetApp,Inc. including Senior Vice President, Chief Accounting Officer. Mr.
Allen holds a Bachelor of Business Administration in Accounting from Siena College.

April S. Arnzen
Senior Vice President and Chief People Officer
Ms. Arnzen, 50, joined us in December 1996 and has served in various leadership positions since that time. Ms.
Arnzen was named Senior Vice President, Human Resources in June 2017 and named Senior Vice President andChief People Officer in October 2020. Ms. Arnzen holds a BS in Human Resource Management and Marketingfrom the University of Idaho and is a graduate of the Stanford Graduate School of Business Executive Program.

Manish Bhatia
Executive Vice President, Global Operations
Mr. Bhatia, 49, joined us in October 2017 as our Executive Vice President, Global Operations. From May 2016 to
October 2017, Mr. Bhatia served as the Executive Vice President of Silicon Operations at Western Digital
Corporation. From March 2010 to May 2016, Mr. Bhatia held several executive roles at SanDisk Corporation
including Executive Vice President of Worldwide Operations until it was acquired by Western Digital in May 2016.
Mr. Bhatia holds a BS and MS in Mechanical Engineering and an MBA, each from the Massachusetts Institute ofTechnology.

Michael W. Bokan
Senior Vice President, Worldwide Sales
Mr. Bokan, 60, joined us in 1996 and has served in various leadership positions since that time. Mr. Bokan wasnamed Senior Vice President, Worldwide Sales in October 2018. Mr. Bokan holds a BS in Business Administrationfrom Colorado State University.

Scott J. DeBoer
Executive Vice President, Technology & Products
Dr. DeBoer, 55, joined us in February 1995 and has served in various leadership positions since that time. Dr.
DeBoer was named Executive Vice President, Technology Development in June 2017 and named Executive Vice
President, Technology & Products in September 2019. Dr. DeBoer holds a PhD in Electrical Engineering and an
MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College.

15

Sanjay Mehrotra
President, Chief Executive Officer, and Director
Mr. Mehrotra, 63, joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra cofounded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its
President and Chief Executive Officer from January 2011 to May 2016, and as a member of its Board of Directors
from July 2010 to May 2016. Mr. Mehrotra served as a member of the Board of Directors for Cavium, Inc. from July2009 until July 2018 and for Western Digital Corp. from May 2016 to February 2017 and currently serves as amember of the Board of Directors of CDW Corporation. Mr. Mehrotra holds a BS and an MS in ElectricalEngineering and Computer Science from the University of California, Berkeley and is a graduate of the Stanford
Graduate School of Business Executive Program.

Joel L. Poppen
Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary
Mr. Poppen, 57, joined us in October 1995 and has held various leadership positions since that time. Mr. Poppen
was named Vice President, Legal Affairs, General Counsel, and Corporate Secretary in December 2013 andnamed Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary in June 2017. Mr. Poppen
holds a BS in Electrical Engineering from the University of Illinois and a JD from the Duke University School of
Law.

Sumit Sadana
Executive Vice President and Chief Business Officer
Mr. Sadana, 52, joined us in June 2017 as our Executive Vice President and Chief Business Officer. From April
2010 to May 2016, Mr. Sadana served in various roles at SanDisk Corporation, including Executive Vice President,
Chief Strategy Officer, and General Manager, Enterprise Solutions until it was acquired by Western Digital in May
2016. Mr. Sadana currently serves on the Board of Directors of Silicon Laboratories, Inc. Mr. Sadana holds a
B.Tech. in Electrical Engineering from the Indian Institute of Technology, Kharagpur, India and an MS in ElectricalEngineering from Stanford University.

David A. Zinsner
Senior Vice President and Chief Financial Officer
Mr. Zinsner, 52, joined us in February 2018 as our Senior Vice President and Chief Financial Officer. From April
2017 to February 2018, Mr. Zinsner served as the President and Chief Operating Officer of Affirmed Networks.
From January 2009 to April 2017, Mr. Zinsner served as the Senior Vice President of Finance and Chief Financial
Officer of Analog Devices. From July 2005 to January 2009, Mr. Zinsner served as the Senior Vice President andChief Financial Officer of Intersil Corporation. Mr. Zinsner holds an MBA, Finance and Accounting from Vanderbilt
University and a BS in Industrial Management from Carnegie Mellon University.
There are no family relationships between any of our directors or executive officers.

Available Information
Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number
is (208) 368-4000. Information about us is available at our website, www.micron.com. Also available on our website
are our Corporate Governance Guidelines, Governance and Sustainability Committee Charter, Compensation
Committee Charter, Audit Committee Charter, Finance Committee Charter, Security Committee Charter, and Codeof Business Conduct and Ethics. Any amendments or waivers of our Code of Business Conduct and Ethics will also
be posted on our website within four business days of the amendment or waiver. Copies of these documents areavailable to shareholders upon request. Information contained or referenced on our website is not incorporated byreference and does not form a part of this Annual Report on Form 10-K.
Investors and others should note that we announce material financial information about our business and products
through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S.
Securities and Exchange Commission (“SEC”), press releases, public conference calls, and webcasts. We use

16 | 2021 10-K

these channels to achieve broad, non-exclusionary distribution of information to the public and for complying with
our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others
interested in our company to review the information we post on such channels.
Our filings are available free of charge on our website as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC, including our annual and quarterly reports on Forms 10-K and 10-Q and current
reports on Form 8-K, our proxy statements, and any amendments to those reports or statements. The SEC’s
website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuersthat file electronically with the SEC. The content on any website referred to in this Form 10-K is not incorporated byreference in this Form 10-K unless expressly noted.

ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-K, this section discusses important factors which
could cause actual results or events to differ materially from those contained in any forward-looking statements
made by us. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
Any of these factors could have a material adverse effect on our business, results of operations, financial condition,or stock price. Our operations could also be affected by other factors that are presently unknown to us or notconsidered significant.

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, andmarkets;• dependency on specific customers, concentration of revenue with a select number of customers, andcustomers 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.

17

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 andresulting impacts.

Risks Related to Our Business, Operations, and Industry
The effects of the COVID-19 pandemic could adversely affect our business, results of operations, andfinancial condition.
The effects of the public health crisis caused by the COVID-19 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 andmay continue to include:••

A decrease in short-term and/or long-term demand and/or pricing for our products and global economic
volatility that could reduce demand and/or pricing for our products, resulting from 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 spread of COVID-19, such as travel restrictions, quarantines, and business shutdowns or
slowdowns;
Negative impacts to our operations, including:◦ reductions in production levels, R&D activities, product development, technology transitions, yieldenhancement activities, and qualification activities with our customers, resulting from our efforts tomitigate the impact of COVID-19 through measures we have enacted at our locations around theworld 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 incertain 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 physicaldistancing measures, working from home, upgrades to our sites, COVID-19 testing and vaccination,enhanced cleaning measures, and the increased use of personal protective equipment at our sites;◦ increased costs, business disruptions, attrition, and/or reduced employee morale resulting from ourmandate that all U.S. employees and, in addition, contractors that enter our U.S. buildings andcertain 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;◦ increased costs for, or unavailability of, transportation, raw materials, components, electricity and/or
other energy sources, or other inputs necessary for the operation of our business;◦ reductions in, or cessation of operations at any site or in any jurisdiction resulting from government
restrictions on movement and/or business operations or our measures to prevent and/or mitigate
the spread of COVID-19 at one or more of our sites, such as we have experienced at some of ourfacilities from time to time since the start of the COVID-19 pandemic;◦ our inability to continue, or 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, ormeet customer demand; and◦ disruptions to our supply chain in connection with the sourcing and transportation of materials,
components, equipment and engineering support, and services from or in geographic areas thathave been impacted by COVID-19, by efforts to contain the spread of COVID-19, or by follow-on
effects on the worldwide supply chain;

18 | 2021 10-K

•Deterioration of worldwide credit and financial markets that could: limit our ability to obtain externalfinancing to fund our operations and capital expenditures; result in losses on our holdings of cash andinvestments due to failures of financial institutions and other parties; or result in a higher rate of losses on
our accounts receivable due to credit defaults.

While several COVID-19 vaccines have been approved and are available for use in the United States and certain
other countries, we are unable to predict how widely utilized the vaccines ultimately will be, whether they will beeffective in preventing the symptoms and spread of COVID-19 (including its variant strains), and when or if normal
economic activity and business operations will resume.
These effects, alone or taken together, could have a material adverse effect on our business, results of operations,or financial condition. The continuation of the pandemic or expanded or recurring outbreaks could exacerbate theadverse impact of such measures.
Volatility in average selling prices for our semiconductor memory and storage products may adversely
affect our business.
We have experienced significant volatility in our average selling prices, including dramatic declines as noted in thetable below, and may continue to experience such volatility in the future. In some prior periods, average selling
prices for our products have been below our manufacturing costs and we may experience such circumstances in
the future. Average selling prices for our products that decline faster than our costs could have a material adverse
effect on our business, results of operations, or financial condition.
DRAM
NAND
(percentage change in average selling prices)
2021 from 2020
2020 from 20192019 from 20182018 from 20172017 from 2016

8%
(34)%
(30)%
36 %
18 %

(12)%
(9)%
(47)%
(13)%
(10)%

We may be unable to maintain or improve gross margins.
Our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved
through improvements in our manufacturing processes and product designs, including, but not limited to, processline-width, additional 3D memory layers, additional bits per cell (i.e., cell levels), architecture, number of mask
layers, number of fabrication steps, and yield. In future periods, we may be unable to reduce our per gigabit
manufacturing costs at sufficient levels to maintain or improve gross margins. Factors that may limit our ability tomaintain or reduce costs include, but are not limited to, strategic product diversification decisions affecting productmix, the increasing complexity of manufacturing processes, difficulties in transitioning to smaller line-width process
technologies or additional 3D memory layers or NAND cell levels, process complexity including number of mask
layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, newproducts that may require relatively larger die sizes, and start-up or other costs associated with capacity expansion.
Many factors may result in a reduction of our output or a delay in ramping production, which could lead tounderutilization of our production assets. These factors may include, among others, a weak demand environment,
industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, declining selling prices, andchanges in supply agreements. A significant portion of our manufacturing costs are fixed and do not vary
proportionally with changes in production output. As a result, lower utilization and corresponding increases in our
per gigabit manufacturing costs may adversely affect our gross margins, business, results of operations, or financial
condition.
In addition, per gigabit manufacturing costs may also be affected by a broader product portfolio, which may havesmaller production quantities and shorter product lifecycles. Our business and the markets we serve are subject torapid technological changes and material fluctuations in demand based on end-user preferences. As a result, we
may have work in process or finished goods inventories that could become obsolete or in amounts that are inexcess of our customers’ demand. Consequently, we may incur charges in connection with obsolete or excess

19inventories. In addition, due to the customized nature of certain of the products we manufacture, we may be unable
to sell certain finished goods inventories to alternative customers or manufacture in-process inventory to different
specifications, which may result in excess and obsolescence charges in future periods. Our inability to maintain or
improve gross margins could have a material adverse effect on our business, results of operations, or financial
condition.
The semiconductor memory and storage markets are highly competitive.
We face intense competition in the semiconductor memory and storage markets from a number of companies,
including Intel; Samsung Electronics Co., Ltd.; SK hynix Inc.; Kioxia Holdings Corporation; and Western Digital
Corporation. Some of our competitors are large corporations or conglomerates that may have greater resources toinvest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets inwhich we compete. Consolidation of industry competitors could put us at a competitive disadvantage as ourcompetitors may benefit from increased manufacturing scale and a stronger product portfolio. In addition, somegovernments may provide, or have provided and may continue to provide, significant assistance, financial orotherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or
competitors. In particular, we face the threat of increasing competition as a result of significant investment in thesemiconductor industry by the Chinese government and various state-owned or affiliated entities that is intended toadvance China’s stated national policy objectives. In addition, the Chinese government may restrict us fromparticipating in the China market or may prevent us from competing effectively with Chinese companies. Some ofour competitors may use aggressive pricing to obtain market share or take business of our key customers.
We and our competitors generally seek to increase wafer capacity, improve yields, and reduce die size in theirproduct designs which may result in significant increases in worldwide supply and downward pressure on prices.
Increases in worldwide supply of semiconductor memory and storage also result from fabrication capacity
expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor
production to semiconductor memory and storage production. Our competitors may increase capital expenditures
resulting in future increases in worldwide supply. We, and some of our 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 declines in average
selling prices for our products and could materially adversely affect our business, results of operations, or financial
condition. If competitors are more successful at developing or implementing new product or process technology,
their products could have cost or performance advantages.
The competitive nature of our industry could have a material adverse effect on our business, results of operations,or financial condition.
Our future success depends on our ability to develop and produce competitive new memory and storage
technologies.
Our key semiconductor memory and storage products and technologies face technological barriers to continue tomeet long-term customer needs. These barriers include potential limitations on stacking additional 3D memory
layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, and improving power
consumption and reliability. We may face technological barriers to continue to shrink our products at our current or
historical rate, which has generally reduced per-unit cost. We have invested and expect to continue to invest in R&D
for new and existing products and process technologies, such as EUV lithography, to continue to deliver advanced
product requirements. Such new technologies can add complexity and risk to our schedule and may affect our costs
and production output. We may be unable to recover our investment in R&D or otherwise realize the economic
benefits of reducing die size or increasing memory and storage densities. Our competitors are working to develop
new memory and storage technologies that may offer performance and/or cost advantages to existing technologies
and render existing technologies obsolete. Accordingly, our future success may depend on our ability to develop
and produce viable and competitive new memory and storage technologies. There can be no assurance of thefollowing:••••that we will be successful in developing competitive new semiconductor memory and storage technologies;that we will be able to cost-effectively manufacture new products;that we will be able to successfully market these technologies; andthat margins generated from sales of these products will allow us to recover costs of development efforts.

20 | 2021 10-K

We develop and produce advanced memory and storage technologies and there can be no assurance that ourefforts to develop and market new product technologies will be successful. Unsuccessful efforts to develop new
memory and storage technologies could have a material adverse effect on our business, results of operations, or
financial condition.
A significant portion of our revenue is concentrated with a select number of customers.
In each of the last three years, approximately one-half of our total revenue was from our top ten customers. A
disruption in our relationship with any of these customers could adversely affect our business. We could experiencefluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve. Our
customers’ demand for our products may fluctuate due to factors beyond our control. In addition, any consolidationof our customers could reduce the number of customers to whom our products may be sold. Our inability to meet
our customers’ requirements or to qualify our products with them could adversely impact our revenue. A meaningfulchange in the inventory strategy of our customers, particularly those in China, could impact our industry bit demand
growth outlook. The loss of, or restrictions on our ability to sell to, one or more of our major customers, such as
occurred with our former customer, Huawei Technologies, Co. Ltd. (“Huawei”), or any significant reduction in orders
from, or a shift in product mix by, customers could have a material adverse effect on our business, results ofoperations, or financial condition.
We face geopolitical and other risks associated with our international sales and operations that could
materially adversely affect our business, results of operations, or financial condition.
In 2021, 56% of our revenue was from sales to customers who have headquarters located outside the UnitedStates. We ship our products to the locations specified by our customers. Customers with global supply chains andoperations may request we deliver products to countries where they own or operate production facilities or tocountries where they utilize third-party subcontractors or warehouses. As a result, 89% of our revenue in 2021 wasfrom products shipped to customer locations outside the United States.
A substantial portion of our operations are conducted in Taiwan, Singapore, Japan, Malaysia, China, and India, andmany of our customers, suppliers, and vendors also operate internationally. Our operations, and the global supply
chain of the technology industry, are subject to a number of risks, including the effects of actions and policies ofvarious governments across our global operations and supply chain. For example, political, economic, or otheractions from China could impact Taiwan and its economy, and may adversely affect our operations in Taiwan, ourcustomers, and the technology industry supply chain. In addition, the U.S. government has in the past restricted
American firms from selling products and software to certain of our customers and may in the future impose similarbans or other restrictions on sales to one or more of our significant customers. These restrictions may not prohibit
our competitors from selling similar products to our customers, which may result in our loss of sales and market
share. Even when such restrictions are lifted, financial or other penalties or continuing export restrictions imposedwith respect to our customers could have a continuing negative impact on our future revenue and results ofoperations, and we may not be able to recover any customers or market share we lose while complying with such
restrictions.
Our international sales and operations are subject to a variety of risks, including:
•
•
•
•
•
•
•
•
•

export and import duties, changes to import and export regulations, customs regulations and processes,
and restrictions on the transfer of funds, including currency controls in China, which could negatively affectthe amount and timing of payments from certain of our customers and, as a result, our cash flows;
imposition of bans on sales of goods or services to one or more of our significant foreign customers;
public health issues (for example, an outbreak of a contagious disease such as COVID-19, Severe AcuteRespiratory Syndrome (“SARS-CoV”), avian and swine influenza, measles, or Ebola);compliance with U.S. and international laws involving international operations, including the Foreign Corrupt
Practices Act of 1977, as amended, export and import laws, and similar rules and regulations;
theft of intellectual property;
political and economic instability, including the effects of disputes between China and Taiwan;
government actions or civil unrest preventing the flow of products, including delays in shipping andobtaining products, cancellation of orders, or loss or damage of products;
problems with the transportation or delivery of products;
issues arising from cultural or language differences and labor unrest;

21

•
•
•
•
•
•

longer payment cycles and greater difficulty in collecting accounts receivable;
compliance with trade, technical standards, and other laws in a variety of jurisdictions;contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments;changes in economic policies of foreign governments; anddifficulties in staffing and managing international operations.

If we or our customers, suppliers, or vendors are impacted by any of these risks, it could have a material adverse
effect on our business, results of operations, or financial condition.
Our business, results of operations, or financial condition could be adversely affected by the limited
availability and quality of materials, supplies, and capital equipment, or dependency on third-party service
providers.
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and theuse of third parties to provide us with components and services. We generally have multiple sources of supply forour materials and services. However, only a limited number of suppliers are capable of delivering certain materials
and services that meet our standards and, in some cases, materials, components, or services are provided by asingle or sole source. Various factors could impact the availability of materials or components such as chemicals,
silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle
glass blanks. Shortages or increases in lead times have occurred in the past, are currently occurring with respect tosome materials and components, and may occur from time to time in the future. As a result, we expect that
constraints within our supply chain for certain IC components may somewhat limit our bit shipments in the nearterm, which could have a material adverse effect on our business, results of operations, or financial condition.
Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers,
analog integrated circuits, and other components used in some of our products and with outsourced semiconductor
foundries, assembly and test providers, contract manufacturers, logistic carriers, and other service providers.
Although we have certain long-term contracts with some of our suppliers, many of these contracts do not provide forlong-term capacity commitments. To the extent we do not have firm commitments from our third-party suppliers overa specific time period or for any specific capacity and/or quantity, our suppliers may allocate capacity to their othercustomers and capacity and/or materials may not be available when we need it or at reasonable prices. As
mentioned in the preceding paragraph, we are currently experiencing constraints within our supply chain for certain
IC components. Inflationary pressures and shortages, such as those the market is currently experiencing, may
increase costs for materials, supplies, and services. Regardless of contract structure, large swings in demand may
exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes resulting in a shortageof parts, materials, or capacity needed to manufacture our products.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals,
and metals available primarily from China. Trade disputes or other political conditions, economic conditions, or
public health issues, such as COVID-19, may limit our ability to obtain such materials. Although these rare earth andother materials are generally available from multiple suppliers, China is the predominant producer of certain of thesematerials. If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply may
be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at acommercially reasonable cost. Constrained supply of rare earth elements, minerals, and metals may restrict ourability to manufacture certain of our products and make it difficult or impossible to compete with othersemiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China.
We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, aswell as laws and regulations enacted in response to concerns regarding climate change, conflict minerals,
responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could
limit the supply of our materials and/or increase the cost. Environmental regulations could limit our ability to procure
or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines
could delay our receipt of materials. Lead times for the supply of materials have been extended in the past. Ourability to procure components to repair equipment essential for our manufacturing processes could also be
negatively impacted by various restrictions or disruptions in supply chains, among other items. The disruption of our
supply of materials, components, or services, or the extension of our lead times could have a material adverse
effect on our business, results of operations, or financial condition. Similarly, if our customers experience disruptions

22 | 2021 10-K

to their supplies, materials, components, or services, or the extension of their lead times, they may reduce, cancel,
or alter the timing of their purchases with us. For example, currently, some PC customers are adjusting theirmemory and storage purchases due to shortages of non-memory components that are needed to complete PC
builds. Reduction, cancellation, or alteration of the timing of customer purchases could have a material adverse
effect on our business, results of operations, or financial condition.
Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment thatenables the transition to lower cost manufacturing processes. For certain key types of equipment, including
photolithography tools, we are sometimes dependent on a single supplier. From time to time, we have experienced
difficulties in obtaining some equipment on a timely basis due to suppliers’ limited capacity. Our inability to obtainequipment on a timely basis could adversely affect our ability to transition to next generation manufacturing
processes and reduce our costs. Delays in obtaining equipment could also impede our ability to ramp production at
new facilities and could increase our overall costs of a ramp. Our inability to obtain advanced semiconductor
manufacturing equipment in a timely manner could have a material adverse effect on our business, results ofoperations, or financial condition.
Our construction projects to expand production and R&D capacity are highly dependent on available sources oflabor, materials, equipment, and services. Increasing demand, supply constraints, inflation, and other market
conditions could result in increasing shortages and higher costs for these items. Difficulties in obtaining theseresources could result in significant delays in completion of our construction projects and cost increases, which
could have a material adverse effect on our business, results of operations, or financial condition.
Our inability to source materials, supplies, capital equipment, or third-party services could affect our overall
production output and our ability to fulfill customer demand. Significant or prolonged shortages of our products could
halt customer manufacturing and damage our relationships with these customers. For example, recently several
automotive manufacturers have experienced shortages of non-memory semiconductor-based components fromother suppliers, forcing a curtailment of production lines. Any damage to our customer relationships as a result of ashortage of our products could have a material adverse effect on our business, results of operations, or financial
condition.
New product and market development may be unsuccessful.
We are developing new products, including system-level memory and storage products and solutions, which
complement our traditional products or leverage their underlying design or process technology. We have madesignificant investments in product and process technology and anticipate expending significant resources for new
semiconductor product and system-level solution development over the next several years. Additionally, we are
increasingly differentiating our products and solutions to meet the specific demands of our customers, which
increases our reliance on our customers’ ability to accurately forecast the needs and preferences of their customers.
As a result, our product demand forecasts may be impacted significantly by the strategic actions of our customers.
It is important that we deliver products in a timely manner with increasingly advanced performance characteristics at
the time our customers are designing and evaluating samples for their products. If we do not meet their productdesign schedules, our customers may exclude us from further consideration as a supplier for those products. The
process to develop new products requires us to demonstrate advanced functionality, performance, and reliability,
often well in advance of a planned ramp of production, in order to secure design wins with our customers. The
effects of the public health crisis caused by the COVID-19 pandemic and the measures being taken to limit
COVID-19’s spread has negatively impacted, and could in the future negatively impact, our ability to meet
anticipated timelines and/or expected or required quality standards with respect to the development of certain of our
products. In addition, some of our components have long lead-times, requiring us to place orders up to a year inadvance of anticipated demand. Such long lead-times increase the risk of excess inventory or loss of sales in theevent our forecasts vary substantially from actual demand. There can be no assurance that:••••our product development efforts will be successful;we will be able to cost-effectively manufacture new products;
we will be able to successfully market these products;
we will be able to establish or maintain key relationships with customers, or that we will not be prohibitedfrom working with certain customers, for specific chip set or design requirements;

23

•
•

we will be able to introduce new products into the market and qualify them with our customers on a timely
basis; ormargins generated from sales of these products will allow us to recover costs of development efforts.

Our unsuccessful efforts to develop new products and solutions could have a material adverse effect on ourbusiness, results of operations, or financial condition.
Increases in sales of system solutions may increase our dependency upon specific customers and ourcosts to develop and qualify our system solutions.
Our development of system-level memory and storage products is dependent, in part, upon successfully identifying
and meeting our customers’ specifications for those products. Developing and manufacturing system-level productswith specifications unique to a customer increases our reliance upon that customer for purchasing our products at
sufficient volumes and prices in a timely manner. If we fail to identify or develop products on a timely basis, or at all,that comply with our customers’ specifications or achieve design wins with our customers, we may experience asignificant adverse impact on our revenue and margins. Even if our products meet customer specifications, oursales of system-level solutions are dependent upon our customers choosing our products over those of ourcompetitors and purchasing our products at sufficient volumes and prices. Our competitors’ products may be lesscostly, provide better performance, or include additional features when compared to our products. Our long-term
ability to sell system-level memory and storage products is reliant upon our customers’ ability to create, market, andsell their products containing our system-level solutions at sufficient volumes and prices in a timely manner. If we failto successfully develop and market system-level products, our business, results of operations, or financial condition
may be materially adversely affected.
Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable
to generate sufficient profit if our per-unit manufacturing costs exceed our per-unit selling prices. Manufacturingsystem-level solutions to customer specifications requires a longer development cycle, as compared to discrete
products, to design, test, and qualify, which may increase our costs. Some of our system solutions are increasingly
dependent on sophisticated firmware that may require significant customization to meet customer specifications,which increases our costs and time to market. Additionally, we may need to update our controller and hardware
design as well as our firmware or develop new firmware as a result of new product introductions or changes incustomer specifications and/or industry standards, which increases our costs. System complexities and extended
warranties for system-level products could also increase our warranty costs. Our failure to cost-effectively
manufacture system-level solutions and/or controller, hardware design, and firmware in a timely manner may result
in reduced demand for our system-level products and could have a material adverse effect on our business, resultsof operations, or financial condition.
Products that fail to meet specifications, are defective, or that are otherwise incompatible with end uses
could impose significant costs on us.
Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects orthat are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely
affect our business, results of operations, or financial condition. From time to time, we experience problems with
nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, wehave further diversified and expanded our product offerings, which could potentially increase the chance that one ormore of our products could fail to meet specifications in a particular application. Our products and solutions may bedeemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shiftingof product or financial liability from our customers to us for costs incurred by the end user as a result of ourcustomers’ products failing to perform as specified. In addition, if our products and solutions perform critical
functions in our customers’ products or are used in high-risk consumer end products, such as autonomous driverassistance programs, home and enterprise security, smoke and noxious gas detectors, medical monitoring
equipment, or wearables for child and elderly safety, our potential liability may increase. We could be adversely
affected in several ways, including the following:••

we may be required or agree to compensate customers for costs incurred or damages caused by defective
or incompatible products and to replace products;
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement ofsuch costs or alleged damages; and24 | 2021 10-K•

we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our
reputation or relationships with existing or potential customers.

Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial
condition.
If our manufacturing process is disrupted by operational issues, natural disasters, or other events, ourbusiness, results of operations, or financial condition could be materially adversely affected.
We and our subcontractors manufacture products using highly complex processes that require technologicallyadvanced equipment and continuous modification to improve yields and performance. Difficulties in the
manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may
increase our per gigabit manufacturing costs. We and our subcontractors maintain operations and continuously
implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple
locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China. As aresult of the necessary interdependence within our network of manufacturing facilities, an operational disruption at
one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our
products.
From time to time, there have been disruptions in our manufacturing operations as a result of power outages,
improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures. We
have manufacturing and other operations in locations subject to natural occurrences and possible climate changes,
such as severe and variable weather and geological events, including droughts, earthquakes, tsunamis, or otheroccurrences, such as the recent Taiwan drought, that could disrupt operations, resulting in increased costs, ordisruptions to our or our suppliers’ or customers’ manufacturing operations. In addition, our suppliers and customers
also have operations in such locations. Other events, including political or public health crises, such as an outbreakof contagious diseases like COVID-19, SARS-CoV, avian and swine influenza, measles, or Ebola, may also affectour production capabilities or that of our suppliers, including as a result of quarantines, closures of production
facilities, lack of supplies, or delays caused by restrictions on travel or shipping. For example, previously inresponse to increasing positive cases of COVID-19 in Johor State, Malaysia, we reduced our workforce on-site at
our Muar facility, which reduced output levels from that facility, though it is now operating at normal levels. In
addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including
increased extreme weather events that could result in supply delays or disruptions. The events noted above haveoccurred from time to time and may occur in the future. As a result, in addition to disruptions to operations, ourinsurance premiums may increase or we may not be able to fully recover any sustained losses through insurance.
If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable tomeet our customers’ requirements and they may purchase products from other suppliers. This could result in asignificant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which
could have a material adverse effect on our business, results of operations, or financial condition.
Breaches of our security systems, or those of our customers, suppliers, or business partners, could expose
us to losses.
We maintain a system of controls over the physical security of our facilities. We also manage and store various
proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store,
and transmit large amounts of data relating to our customers and employees, including sensitive personal
information. Unauthorized persons or employees may gain access to our facilities or network systems to steal trade
secrets or other proprietary information, compromise confidential information, create system disruptions, or cause
shutdowns, including through cyberattacks. These parties may also be able to develop and deploy viruses, worms,
and other malicious software programs that disrupt our operations and create security vulnerabilities. Breaches ofour physical security, attacks on our network systems, or breaches or attacks on our customers, suppliers, orbusiness partners who have confidential or sensitive information regarding us and our customers and suppliers,
could result in significant losses and damage our reputation with customers and suppliers and may expose us tolitigation if the confidential information of our customers, suppliers, or employees is compromised. The foregoing
could have a material adverse effect on our business, results of operations, or financial condition.

25

We must attract, retain, and motivate highly skilled employees.
To remain competitive, we must attract, retain, and motivate executives and other highly skilled, diverse employees,
as well as effectively manage or plan for succession for key employees. Competition for experienced employees in
our industry continues to be intense. Hiring and retaining qualified executives, engineers, technical staff, sales
representatives, and other employees is critical to our business. If other employers are perceived as offering agreater degree of workplace flexibility or other employment benefits to employees than us, we may experience
difficulty in attracting, retaining, and motivating the employees needed for our business operations. Our inability to
attract, retain, and motivate executives and other employees or effectively manage or plan for succession of key
employees may inhibit our ability to maintain or expand our business operations. In September 2021, 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 as a conditionof working for us, which could result in increased attrition, loss of critical skills, and reduced employee morale,potentially resulting in business disruptions or increased expenses to address any disruptions. Additionally, changes
to immigration policies in the numerous countries in which we operate, including the United States, as well as
restrictions on global travel as a result of local or global public health crises requiring quarantines or otherprecautions to limit exposure to infectious diseases, may limit our ability to hire and/or retain talent in, or transfer
talent to, specific locations. If our total compensation programs and workplace culture cease to be viewed ascompetitive and inclusive, our ability to attract, retain, and motivate employees could be weakened, which could
have a material adverse effect on our business, results of operations, or financial condition.
Our incentives from various governments are conditional upon achieving or maintaining certain
performance obligations and are subject to reduction, termination, or clawback.
We have received, and may in the future continue to receive, benefits and incentives from national, state, and local
governments in various regions of the world designed to encourage us to establish, maintain, or increase
investment, workforce, or production in those regions. These incentives may take various forms, including grants,
loan subsidies, and tax arrangements, and typically require us to perform or maintain certain levels of investment,
capital spending, employment, technology deployment, or research and development activities to qualify for suchincentives. We may be unable to obtain significant future incentives to continue to fund a portion of our capital
expenditures and operating costs, without which our cost structure would be adversely impacted. We also cannot
guarantee that we will successfully achieve performance obligations required to qualify for these incentives or thatthe granting agencies will provide such funding. These incentive arrangements typically provide the granting
agencies with rights to audit our compliance with their terms and obligations. Such audits could result in
modifications to, or termination of, the applicable incentive program. The incentives we receive could be subject toreduction, termination, or clawback, and any decrease or clawback of government incentives could have a material
adverse effect on our business, results of operations, or financial condition.
We may make future acquisitions and/or alliances, which involve numerous risks.
Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements,
involve numerous risks, including the following:
•
•
•
•
•
•
•
•
•
•

integrating the operations, technologies, and products of acquired or newly formed entities into ouroperations;increasing capital expenditures to upgrade and maintain facilities;
increased debt levels;
the assumption of unknown or underestimated liabilities;
the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital,
capital expenditures, R&D expenditures, and other business activities;
diverting management’s attention from daily operations;managing larger or more complex operations and facilities and employees in separate and diverse
geographic areas;hiring and retaining key employees;
requirements imposed by government authorities in connection with the regulatory review of a transaction,
which may include, among other things, divestitures or restrictions on the conduct of our business or theacquired business;inability to realize synergies or other expected benefits;

26 | 2021 10-K•••

failure to maintain customer, vendor, and other relationships;
inadequacy or ineffectiveness of an acquired company’s internal financial controls, disclosure controls andprocedures, compliance programs, and/or environmental, health and safety, anti-corruption, humanresource, or other policies or practices; andimpairment of acquired intangible assets, goodwill, or other assets as a result of changing businessconditions, technological advancements, or worse-than-expected performance of the acquired business.

The global memory and storage industry has experienced consolidation and may continue to consolidate. We
engage, from time to time, in discussions regarding potential acquisitions and similar opportunities. To the extent weare successful in completing any such transactions, we could be subject to some or all of the risks described above,
including the risks pertaining to funding, assumption of liabilities, integration challenges, and increases in debt that
may accompany such transactions. Acquisitions of, or alliances with, technology companies are inherently risky andmay not be successful and could have a material adverse effect on our business, results of operations, or financial
condition.
We may incur restructuring charges in future periods.
From time to time, we have, and may in the future, enter into restructure initiatives in order to, among other items,
streamline our operations, respond to changes in business conditions, our markets or product offerings, or tocentralize certain key functions. We may not realize expected savings or other benefits from our restructure
activities and may incur additional restructure charges or other losses in future periods associated with otherinitiatives.
We have ceased development of 3D XPoint technology and on June 30, 2021, we announced that we have enteredinto a definitive agreement to sell our Lehi facility that was dedicated to 3D XPoint production to TI for cash
consideration of $900 million. There is no assurance that we will be able to close the sale to TI in a timely manner orat all. The net assets and liabilities of the Lehi facility were classified as held for sale and are carried at the net
consideration expected to be realized from the sale. We recognized a $435 million impairment charge in the third
quarter of 2021 and could recognize additional losses as a result of changes in the assets and liabilities prior to theclosing date of the transaction. Our inability to close the transaction in a timely manner or additional impairment
losses could adversely affect our business, results of operations, or financial condition.
In connection with any restructure initiatives, we could incur restructure charges, loss of production output, loss of
key personnel, disruptions in our operations, and difficulties in the timely delivery of products, which could have amaterial adverse effect on our business, results of operations, or financial condition.
Compliance with customer responsible sourcing requirements and any related regulations could increase
our operating costs, or limit the supply and increase the cost of certain materials, supplies, and services,
and if we fail to comply, customers may reduce purchases from us or disqualify us as a supplier.
Many of our customers have adopted responsible sourcing programs that require us to periodically report on ourenvironmental, social, and governance efforts to ensure that our performance and the materials, supplies, andservices we use and incorporate into the products we sell are consistent with their programs. Some of ourcustomers may elect to disqualify us as a supplier or reduce purchases from us if we are unable to verify that our
performance or products meet the specifications of their responsible sourcing programs. Meeting customer
requirements may increase operating requirements and costs or limit the sourcing and availability of some of thematerials, supplies, and services we use, particularly when the availability of such materials, supplies, and services
is concentrated to a limited number of suppliers. From time to time we remove suppliers based on our responsible
sourcing requirements and may be unable to replace them in a timely or cost effective manner. This may affect ourability and/or the cost to obtain sufficient quantities of materials, supplies, and services necessary for the
manufacture of our products. Our inability to comply with customers’ responsible sourcing requirements or with any
related regulations could have a material adverse effect on our business, results of operations, or financial
condition.
A downturn in the worldwide economy may harm our business.
The health crisis caused by COVID-19 has adversely affected economic conditions and caused a downturn in theworldwide economy. Downturns in the worldwide economy, including the downturn and subsequent volatility driven

27

by the COVID-19 pandemic, have adversely affected our business in the past. Adverse economic conditions affectdemand for devices that incorporate our products, such as personal computers, smartphones, automobiles, andservers. Reduced demand for these or other products could result in significant decreases in our average selling
prices and product sales. Future downturns could also adversely affect our business. In addition, to the extent ourcustomers or distributors have elevated inventory levels, we may experience a decrease in short-term and/or longterm demand and/or pricing for our products.
A deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing to fund ouroperations and capital expenditures. In addition, we may experience losses on our holdings of cash andinvestments due to failures of financial institutions and other parties. Difficult economic conditions may also result ina higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide
economy could have a material adverse effect on our business, results of operations, or financial condition.

Risks Related to Intellectual Property and Litigation
We may be unable to protect our intellectual property or retain key employees who are knowledgeable ofand develop our intellectual property.
We maintain a system of controls over our intellectual property, including U.S. and foreign patents, trademarks,
copyrights, trade secrets, licensing arrangements, confidentiality procedures, non-disclosure agreements with
employees, consultants, and vendors, and a general system of internal controls. Despite our system of controls over
our intellectual property, it may be possible for our current or future competitors to obtain, copy, use, or disclose,
illegally or otherwise, our product and process technology or other proprietary information. The laws of some foreigncountries may not protect our intellectual property to the same degree as do U.S. laws, and our confidentiality, nondisclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce.
Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop,
and retain highly skilled employees. Global competition for such skilled employees in our industry is intense. A
decline in our operating results and/or stock price may adversely affect our ability to retain key employees whose
compensation is dependent, in part, upon the market price of our common stock, achieving certain performance
metrics, levels of company profitability, or other financial or company-wide performance. If our competitors or future
entrants into our industry are successful in hiring our employees, they may directly benefit from the knowledge
these employees gained while they were under our employment.
Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our
intellectual property could have a material adverse effect on our business, results of operations, or financial
condition.
Legal proceedings and claims could have a material adverse effect on our business, results of operations,or financial condition.
From time to time we are subject to various legal proceedings and claims that arise out of the ordinary conduct ofour business or otherwise, both domestically and internationally. See “Part II – Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Contingencies.” Any claim, with or without
merit, could result in significant legal fees that could negatively impact our financial results, disrupt our operations,and require significant attention from our management. We may be associated with and subject to litigation, claims,
or arbitration disputes arising from, or as a result of:••••our relationships with vendors or customers, supply agreements, or contractual obligations with our
subcontractors or business partners;
the actions of our vendors, subcontractors, or business partners;
our indemnification obligations, including obligations to defend our customers against third-party claims
asserting infringement of certain intellectual property rights, which may include patents, trademarks,
copyrights, or trade secrets; andthe terms of our product warranties or from product liability claims.

28 | 2021 10-K

As we continue to focus on developing system solutions with manufacturers of consumer products, including
autonomous driving, augmented reality, and others, we may be exposed to greater potential for personal liability
claims against us as a result of consumers’ use of those products. We, our officers, or our directors could also be
subject to claims of alleged violations of securities laws. There can be no assurance that we are adequately insured
to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters.
Exposures to various legal proceedings and claims could lead to significant costs and expenses as we defend
claims, are required to pay damage awards, or enter into settlement agreements, any of which could have amaterial adverse effect on our business, results of operations, or financial condition.
We are subject to allegations of anticompetitive conduct.
On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the
Northern District of California. Subsequently, two substantially identical cases were filed in the same court. The
lawsuits purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. On September 3,
2019, the District Court granted Micron’s motion to dismiss and allowed the plaintiffs the opportunity to file a
consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated, amended complaint that
purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint
asserted claims based on alleged price-fixing of DRAM products under federal and state law during the period from
June 1, 2016 to at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees,and other injunctive and equitable relief. On December 21, 2020, the District Court dismissed the plaintiffs’ claims
and entered judgment against them. On January 19, 2021, the plaintiffs filed a notice of appeal to the U.S. Court ofAppeals for the Ninth Circuit. On May 3, 2021, several plaintiffs filed a substantially identical complaint in the U.S.
District Court for the Northern District of California purportedly on behalf of a nationwide class of indirect purchasersof DRAM products. On July 19, 2021, the District Court dismissed the May 3, 2021 complaint pursuant to anagreement between the plaintiffs and Micron providing that the plaintiffs may refile the complaint if the District
Court’s December 21, 2020 dismissal order is not affirmed on appeal.
On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the
Northern District of California. Subsequently, four substantially identical cases were filed in the same court. On
October 28, 2019, the plaintiffs filed a consolidated, amended complaint. The consolidated complaint purported to
be on behalf of a nationwide class of direct purchasers of DRAM products. The consolidated complaint asserted
claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1,2016 through at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, andother injunctive and equitable relief. On December 21, 2020, the District Court granted Micron’s motion to dismissand granted the plaintiffs permission to file a further amended complaint. On January 11, 2021, the plaintiffs filed afurther amended complaint asserting substantially the same claims and seeking the same relief. On September 3,
2021, the District Court granted Micron’s motion to dismiss the further amended complaint with prejudice.
Additionally, six cases have been filed in the following Canadian courts: Superior Court of Quebec, the Federal
Court of Canada, the Ontario Superior Court of Justice, and the Supreme Court of British Columbia. The
substantive allegations in these cases are similar to those asserted in the cases filed in the United States.
On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it wasinvestigating potential collusion and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018,
SAMR made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain informationas part of its investigation. We are cooperating with SAMR in its investigation.
We are unable to predict the outcome of these matters and therefore cannot estimate the range of possible loss.
The final resolution of these matters could result in significant liability and could have a material adverse effect on
our business, results of operations, or financial condition.
We face risks associated with our former IMFT joint venture with Intel.
We face risks from our arbitration proceeding with Intel in connection with our former IMFT joint venture, in which weand Intel have made claims against each other for damages relating to the joint venture. For information regarding
the arbitration proceeding, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes toConsolidated Financial Statements – Contingencies.” The foregoing could have a material adverse effect on ourbusiness, results of operations, or financial condition.

29

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, could
materially adversely affect our business, results of operations, or financial condition.
As is typical in the semiconductor and other high technology industries, from time to time others have asserted, andmay in the future assert, that our products or manufacturing processes infringe upon, misappropriate, misuse, orotherwise violate their intellectual property rights. We are unable to predict the outcome of these assertions madeagainst us. Any of these types of claims, regardless of the merits, could subject us to significant costs to defend or
resolve such claims and may consume a substantial portion of management’s time and attention. As a result of
these claims, we may be required to:••••

pay significant monetary damages, fines, royalties, or penalties;
enter into license or settlement agreements covering such intellectual property rights;
make material changes to or redesign our products and/or manufacturing processes; and/or
cease manufacturing, having made, selling, offering for sale, importing, marketing, or using products and/or
manufacturing processes in certain jurisdictions.

We may not be able to take any of the actions described above on commercially reasonable terms and any of theforegoing results could have a material adverse effect on our business, results of operations, or financial condition.
(See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements– Contingencies.”)
We have a number of intellectual property license agreements. Some of these license agreements require us tomake one-time or periodic payments. We may need to obtain additional licenses or renew existing license
agreements in the future. We are unable to predict whether these license agreements can be obtained or renewedon terms acceptable to us. The failure to obtain or renew licenses as necessary could have a material adverse
effect on our business, results of operations, or financial condition.
We have been served with complaints in Chinese courts alleging patent infringement.
We have been served with complaints in Chinese courts alleging that we infringe certain Chinese patents by
manufacturing and selling certain products in China. The complaints seek orders requiring us to destroy inventory of
the accused products and equipment for manufacturing the accused products in China; to stop manufacturing,using, selling, and offering for sale the accused products in China; and to pay damages plus court fees.
We are unable to predict the outcome of these assertions of infringement made against us and cannot make areasonable estimate of the potential loss or range of possible losses. A determination that our products or
manufacturing processes infringe the intellectual property rights of others or entering into a license agreement
covering such intellectual property could result in significant liability and/or require us to make material changes toour operations in China, products, and/or manufacturing processes. Any of the foregoing could have a material
adverse effect on our business, results of operations, or financial condition. (See “Part II – Item 8. Financial
Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.”)
The acquisition of our ownership interest in Inotera from Qimonda AG (“Qimonda”) has been challenged by
the administrator of the insolvency proceedings for Qimonda.
In January 2011, Dr. Michael Jaffé, administrator for Qimonda’s insolvency proceedings, filed suit against Micronand Micron Semiconductor B.V. (“Micron B.V.”), in the District Court of Munich, Civil Chamber. The complaint seeks
to void a share purchase agreement between Micron B.V. and Qimonda signed in 2008, pursuant to which Micron
B.V. purchased substantially all of Qimonda’s shares of Inotera, representing approximately 18% of Inotera’s
outstanding shares at that time, and seeks an order requiring us to re-transfer those shares to the Qimonda estate.
The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture
relationship with Inotera and to terminate a patent cross-license between us and Qimonda entered into at the sametime as the share purchase agreement. See “Part II – Item 8. Financial Statements and Supplementary Data –Notes to Consolidated Financial Statements – Contingencies” for further information regarding the matter.

30 | 2021 10-K

We are unable to predict the outcome of the matter and cannot make a reasonable estimate of the potential loss orrange of possible losses. The final resolution of this lawsuit could result in the loss of the Inotera shares or monetarydamages, unspecified damages based on the benefits derived by Micron B.V. from the ownership of the Inotera
shares, and/or the termination of the patent cross-license, which could have a material adverse effect on ourbusiness, results of operations, or financial condition.

Risks Related to Laws and Regulations
Increases in tariffs or other trade restrictions or taxes on our or our customers’ products or equipment andsupplies could have an adverse impact on our operations.
In 2021, 89% of our revenue was from products shipped to customer locations outside the United States. We alsopurchase a significant portion of equipment and supplies from suppliers outside the United States. Additionally, asignificant portion of our facilities are located outside the United States, including in Taiwan, Singapore, Japan,
Malaysia, and China.
The United States and other countries have levied tariffs and taxes on certain goods. General trade tensions
between the United States and China have been escalating since 2018, with U.S. tariffs on Chinese goods andretaliatory Chinese tariffs on U.S. goods. Some of our products are included in these tariffs. Higher duties on
existing tariffs and further rounds of tariffs have been announced or threatened by U.S. and Chinese leaders.
Additionally, the United States has threatened to impose tariffs on goods imported from other countries, which could
also impact certain of our customers’ or our operations. If the United States were to impose current or additionaltariffs on components that we or our suppliers source, our cost for such components would increase. We may also
incur increases in manufacturing costs and supply chain risks due to our efforts to mitigate the impact of tariffs on
our customers and our operations. Additionally, tariffs on our customers’ products could impact their sales of suchend products, resulting in lower demand for our products.
We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the
United States and other countries, what products may be subject to such actions, or what actions may be taken byother countries in retaliation. Further changes in trade policy, tariffs, additional taxes, restrictions on exports or othertrade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit ourability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce thecompetitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment andsupplies, which could have a material adverse effect on our business, results of operations, or financial condition.
Trade regulations have restricted our ability to sell our products to several customers, could restrict ourability to sell our products to other customers or in certain markets, or could otherwise restrict our ability to
conduct operations.
International trade disputes have led, and may continue to lead, to new and increasing trade barriers and otherprotectionist measures that can increase our manufacturing costs, make our products less competitive, reducedemand for our products, limit our ability to sell to certain customers or markets, limit our ability to procurecomponents or raw materials, impede or slow the movement of our goods across borders, impede our ability toperform R&D activities, or otherwise restrict our ability to conduct operations. Increasing protectionism, economic
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 tensions between the United States and China have led to increased trade restrictions and have affectedcustomer ordering patterns. For example, the U.S. Bureau of Industry and Security (“BIS”) has enacted increasingly
broad trade restrictions with respect to Huawei (which represented approximately 10% of our revenue in the fourth
quarter of 2020), culminating with restrictions that took effect on September 15, 2020 and that prevent us and manyother companies from shipping products to Huawei. We cannot predict the duration these restrictions will remain inplace, whether the BIS will grant us or others licenses to ship products to Huawei, or whether the BIS or other U.S.
or foreign government entities will enact similar restrictions with respect to other customers, markets, or products.
We may not be able to replace the lost revenue opportunities associated with such restrictions.

31

The United States has also imposed other restrictions on the export of U.S. regulated products and technology tocertain Chinese technology companies, including certain of our customers. These restrictions have reduced oursales, and continuing or future restrictions could adversely affect our financial results, result in reputational harm to
us due to our relationship with such companies, or lead such companies to develop or adopt technologies thatcompete with our products. It is difficult to predict what further trade-related actions governments may take, and we
may be unable to quickly and effectively react to such actions. For example, U.S. legislation has expanded thepower of the U.S. Department of Commerce to restrict the export of “emerging and foundational technologies” yet tobe identified, which could impact our current or future products.
Trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining
consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel,
or alter the timing of their purchases with us. Sustained trade tensions could lead to long-term changes in global
trade and technology supply chains, which could adversely affect our business and growth prospects. Traderestrictions that may be imposed by the United States, China, or other countries may impact our business in ways
we cannot reasonably quantify, including that some of our customers’ products which incorporate our solutions may
also be impacted. In addition, further increases in trade restrictions or barriers may negatively impact our revenue,
and any licenses we have received or could receive in the future could be rendered ineffective. Any such changes
may have an adverse effect on our business, results of operations, or financial condition.
The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our
exposure to government investigations, legal actions, and penalties. Although we have policies, controls, andprocedures designed to help ensure compliance with applicable laws, there can be no assurance that ouremployees, contractors, suppliers, or agents will not violate such laws or our policies. Violations of trade laws,
restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees;
prohibitions on the conduct of our business; and damage to our reputation.
We may incur additional tax expense or become subject to additional tax exposure.
We operate in a number of locations outside the United States, including Singapore, where we have tax incentive
arrangements that are conditional, in part, upon meeting certain business operations and employment thresholds.
Our domestic and international taxes are dependent upon the geographic mix of our earnings among thesejurisdictions. Our provision for income taxes and cash tax liabilities in the future could be adversely affected bynumerous factors, including challenges by tax authorities to our tax positions and intercompany transfer pricing
arrangements, failure to meet performance obligations with respect to tax incentive agreements, expanding ouroperations in various countries, and changes in tax laws and regulations. Additionally, we file income tax returns
with the U.S. federal government, various U.S. states, and various other jurisdictions throughout the world andcertain tax returns may remain open to examination for several years. The results of audits and examinations ofpreviously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our
provision for income taxes and cash tax liability. The foregoing items could have a material adverse effect on ourbusiness, results of operations, or financial condition.
A change in tax laws in key jurisdictions could materially increase our tax expense.
We are subject to income taxes in the United States and many foreign jurisdictions. Changes to income tax laws
and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly
increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have amaterial adverse effect on our financial condition. For example, our effective tax rate increased from 1.2% for 2018
to 9.8% for 2019 primarily as a result of tax reform by the United States. Additionally, various levels of government
are increasingly focused on tax reform and other legislative actions to increase tax revenue. The current
administration has various proposals that, if enacted, would increase U.S. federal income taxes on corporations.
Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting
project undertaken by the Organisation for Economic Co-operation and Development, which represents a coalitionof member countries and recommended changes to numerous long-standing tax principles. If implemented bytaxing authorities, such changes, as well as changes in U.S. federal and state tax laws or in taxing jurisdictions’administrative interpretations, decisions, policies, and positions, could have a material adverse effect on ourbusiness, results of operations, or financial condition.

32 | 2021 10-K

We and others are subject to a variety of laws, regulations, or industry standards, including with respect toclimate change, that may have a material adverse effect on our business, results of operations, or financial
condition.
The manufacturing of our products requires the use of facilities, equipment, and materials that are subject to abroad array of laws and regulations in numerous jurisdictions in which we operate. Additionally, we are subject to avariety of other laws and regulations relative to the construction, maintenance, and operations of our facilities. Anychanges in laws, regulations, or industry standards could cause us to incur additional direct costs, as well as
increased indirect costs related to our relationships with our customers and suppliers, and otherwise harm ouroperations and financial condition. Any failure to comply with laws, regulations, or industry standards could
adversely impact our reputation and our financial results. Additionally, we engage various third parties as sales
channel partners or to represent us or otherwise act on our behalf who are also subject to a broad array of laws,
regulations, and industry standards. Our engagement with these third parties may also expose us to risks
associated with their respective compliance with laws and regulations.
Climate change concerns and the potential resulting environmental impact may result in new environmental, health,and safety laws and regulations that may affect us, our suppliers, and our customers. Such laws or regulations
could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from ourcustomers, suppliers, or both incurring additional compliance costs that are passed on to us. These costs may
adversely impact our results of operations and financial condition.
As a result of the items detailed in this risk factor, we could experience the following:
•
•
•
•
•

suspension of production or sales of our products;
remediation costs;
alteration of our manufacturing processes;
regulatory penalties, fines, and legal liabilities; andreputational challenges.

Compliance with, or our failure, or the failure of our third-party sales channel partners or agents, to comply with,laws, regulations, or industry standards could have a material adverse effect on our business, results of operations,or financial condition.

Risks Related to Capitalization and Financial Markets
We may be unable to generate sufficient cash flows or obtain access to external financing necessary tofund our operations, make scheduled debt payments, pay our dividend, and make adequate capital
investments.
Our cash flows from operations depend primarily on the volume of semiconductor memory and storage products
sold, average selling prices, and manufacturing costs. 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 2022 for property, plant, and equipment, net of partner contributions, will be
between approximately $11 billion and $12 billion. Investments in capital expenditures may not generate expected
returns or cash flows. In addition, we invest our capital in areas that we believe best align with our business strategy
and will yield future profitability. Significant judgment is required to determine which capital investments will result in
optimal returns, and we could invest in projects that are ultimately less profitable than those projects we do notselect. Delays in completion and ramping of new production facilities, or failure to optimize our investment choices,
could significantly impact our ability to realize expected returns on our capital expenditures, which could have amaterial adverse effect on our business, results of operations, or financial condition.
In the past we have utilized external sources of financing when needed. 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 tous or at all. We have experienced volatility in our cash flows and operating results and may continue to experiencesuch volatility in the future, which may negatively affect our credit rating. Our credit rating may also be affected by33

our liquidity, financial results, economic risk, or other factors, which may increase the cost of future borrowings andmake it difficult for us to obtain financing on terms acceptable to 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 fundour operations, make debt payments, pay our quarterly dividend, and make adequate capital investments to remaincompetitive in terms of technology development and cost efficiency. Our inability to do any of the foregoing could
have a material adverse effect on our business, results of operations, or financial condition.
Debt obligations could adversely affect our financial condition.
We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, businessacquisitions, and restructure of our capital structure. As of September 2, 2021 we had debt with a carrying value of$6.78 billion and $2.50 billion of our Revolving Credit Facility was available to us. Our debt obligations could
adversely impact us as follows:
•
•
•
•
•
•
•

require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce theamount of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures,
payment of dividends, and other business activities;
result in certain of our debt instruments being accelerated to be immediately due and payable or being
deemed to be in default if certain terms of default are triggered, such as applicable cross payment default
and/or cross-acceleration provisions;adversely impact our credit rating, which could increase future borrowing costs;
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities,
R&D, and other general corporate requirements;
restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into saleleaseback financing transactions;increase our vulnerability to adverse economic and semiconductor memory and storage industry conditions;andincrease our exposure to interest rate risk from variable rate indebtedness.

Our ability to meet our payment obligations under our debt instruments depends on our ability to generatesignificant cash flows or obtain external financing in the future. This, to some extent, is subject to market, economic,
financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. Therecan be no assurance that our business will generate cash flow from operations, or that additional capital will beavailable to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity
needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicabledraw-down conditions and utilize our Revolving Credit Facility. If we are unable to generate sufficient cash flows toservice our debt payment obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay
capital investments, or seek to raise additional capital. If we are unable to implement one or more of thesealternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effecton our business, results of operations, or financial condition.
Changes in foreign currency exchange rates could materially adversely affect our business, results ofoperations, or financial condition.
Across our global operations, significant transactions and balances are denominated in currencies other than the
U.S. dollar (our reporting currency), primarily the euro, Malaysian ringgit, Singapore dollar, New Taiwan dollar, andyen. In addition, a significant portion of our manufacturing costs are denominated in foreign currencies. Exchange
rates for some of these currencies against the U.S. dollar have been volatile and may be volatile in future periods. If
these currencies strengthen against the U.S. dollar, our manufacturing costs could significantly increase. Exchange
rates for the U.S. dollar that adversely change against our foreign currency exposures could have a material
adverse effect on our business, results of operations, or financial condition.
We are subject to counterparty default risks.
We have numerous arrangements with financial institutions that subject us to counterparty default risks, including
cash deposits, investments, and derivative instruments. Additionally, we are subject to counterparty default risk fromour customers for amounts receivable from them. As a result, we are subject to the risk that the counterparty will
default on its performance obligations. A counterparty may not comply with its contractual commitments which could

34 | 2021 10-Kthen lead to its defaulting on its obligations with little or no notice to us, which could limit our ability to mitigate our
exposure. Additionally, our ability to mitigate our exposures may be constrained by the terms of our contractual
arrangements or because market conditions prevent us from taking effective action. If one of our counterparties
becomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of that counterparty’s
default may be limited by the liquidity of the counterparty or the applicable laws governing the bankruptcy
proceedings. In the event of such default, we could incur significant losses, which could have a material adverse
effect on our business, results of operations, or financial condition.
The trading price of our common stock has been and may continue to be volatile.
Our common stock has experienced substantial price volatility in the past and may continue to do so in the future.
Additionally, we, the technology industry, and the stock market as a whole have on occasion experienced extreme
stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to thespecific operating performance of individual companies. The trading price of our common stock may fluctuate widely
due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition andoperating results, changes in financial estimates by us or financial or other market estimates and ratings by
securities and other analysts, changes in our capital structure, including issuance of additional debt or equity to the
public, interest rate changes, regulatory changes, news regarding our products or products of our competitors, andbroad market and industry fluctuations.
Our operating results have fluctuated in the past and will continue to do so, sometimes materially. Many of thematters discussed in this Risk Factors section could impact our operating results in any fiscal quarter or year. If ouroperating results fall below our forecasts and the expectations of public market analysts and investors, the trading
price of our common stock may decline.
For these reasons, investors should not rely on recent or historical trends to predict future trading prices of ourcommon stock, financial condition, results of operations, or cash flows. Investors in our common stock may notrealize any return on their investment in us and may lose some or all of their investment. Volatility in the trading
price of our common stock could also result in the filing of securities class action litigation matters, which could
result in substantial costs and the diversion of management time and resources.
The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will
fully consummate our share repurchase authorization, or that it will enhance long-term shareholder value.
Share repurchases could also increase the volatility of the trading price of our stock and will diminish our
cash reserves.
The amount, timing, and execution of our share repurchases pursuant to our share repurchase authorization may
fluctuate based on our operating results, cash flows, and priorities for the use of cash for other purposes. For
example, we repurchased 66.4 million shares for $2.66 billion in 2019, 3.6 million shares for $176 million in 2020,
and 15.6 million shares for $1.20 billion in 2021.These other purposes include, but are not limited to, operational
spending, capital spending, acquisitions, and repayment of debt. Other factors, including changes in tax laws, could
also impact our share repurchases. Although our Board of Directors has authorized share repurchases of up to $10
billion of our outstanding common stock, the authorization does not obligate us to repurchase any common stock.
We cannot guarantee that our share repurchase authorization will be fully consummated or that it will enhance longterm shareholder value. The repurchase authorization could affect the trading price of our stock and increase
volatility, and any announcement of a pause in, or termination of, this program may result in a decrease in the
trading price of our stock. In addition, this program will diminish our cash reserves.
There can be no assurance that we will continue to declare cash dividends in any particular amounts or atall.
Our Board of Directors has adopted a dividend policy pursuant to which we currently pay a cash dividend on ourcommon shares on a quarterly basis. The declaration and payment of any dividend is subject to the approval of our
Board of Directors and our dividend may be discontinued or reduced at any time. There can be no assurance that
we will declare cash dividends in the future in any particular amounts, or at all.

35

Future dividends, if any, and their timing and amount, may be affected by, among other factors: 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. A reduction in or elimination of our dividend payments could have a negative effect on
the trading price of our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2. PROPERTIES
Our corporate headquarters are located in Boise, Idaho. In addition to our principal facilities described below, we
own or lease numerous other facilities in locations throughout the world used for design, R&D, and sales andmarketing activities. The following is a summary of our principal facilities as of September 2, 2021:

Location

Principal Operations

TaiwanSingaporeJapan
United States
Malaysia
China

R&D, wafer fabrication, component assembly and test, module assembly and test
R&D, wafer fabrication, component assembly and test, module assembly and test
R&D, wafer fabrication
R&D, wafer fabrication, reticle manufacturing
Component assembly and test, module assembly and test
Component assembly and test, module assembly and test

We generally utilize all of our manufacturing capacity; however, a portion of our MTU facility was underutilized for
2021, 2020, and 2019 and was classified as held for sale as of September 2, 2021. We believe that our existing
facilities are suitable and adequate for our present purposes. We do not identify or allocate assets by operating
segment, other than goodwill. (See “Part II – Item 8. Financial Statements and Supplementary Data – Notes toConsolidated Financial Statements – Lehi, Utah Fab and 3D XPoint” and “ – Geographic Information.”)36 | 2021 10-K

ITEM 3. LEGAL PROCEEDINGSFor a discussion of legal proceedings, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes
to Consolidated Financial Statements – Contingencies” and “Item 1A. 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.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESMarket Information
Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “MU.”

Holders of Record
As of October 1, 2021, there were 1,844 shareholders of record of our common stock.

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 overtime. However, the declaration and payment of any future cash dividends are at the discretion and subject to theapproval of our Board of Directors. Our Board of Directors' decisions regarding the amount and payment ofdividends 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.

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

37

Issuer Purchase of Equity Securities
Common Stock Repurchase Authorization
In May 2018, we announced that our Board of Directors authorized the discretionary repurchase of up to $10 billionof our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions,derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no
expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and ourongoing determination of the best use of available cash.
Total number of shares
Approximate dollar value of shares
Total number Averagepurchased as part ofthat may yet be purchased underof shares price paid publicly announced
publicly announced plans or programs
Periodpurchased per shareplans or programs(in millions)
June 4, 2021 – July 8, 2021
July 9, 2021
– August 5, 2021
August 6, 2021 – September 2, 2021

1,872,825 $
7,735,146
4,242,303
13,850,274 $

80.48
76.63
72.29
75.82

1,872,825
7,735,146
4,242,303
13,850,274$5,962

Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with thevesting or exercise of equity awards are also treated as common stock repurchases. Those withheld shares ofcommon stock are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded
from the amounts in the table above.

Performance Graph
The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P
500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, 2016, through August 31,
2021. We operate on a 52 or 53 week fiscal year which ends on the Thursday closest to August 31. Accordingly, thelast day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein,
we have calculated our stock performance graph assuming an August 31 year end.
500
400
300
200
100
0
2016

2017

2018

Micron Technology, Inc
Philadelphia Semiconductor Index (SOX)

2019

2020

2021

S&P 500 Composite Index

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

38 | 2021 10-K

The performance graph above assumes $100 was invested on August 31, 2016 in common stock of Micron
Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX). Any dividends
paid during the period presented were assumed to be reinvested. The performance was plotted using the following
data:
2016
Micron Technology, Inc.
S&P 500 Composite Index
Philadelphia Semiconductor Index (SOX)

$

100 $
100
100

2017

2018

194 $
116
141

318 $
139
181

2019

2020

275 $
143
198

2021

276 $
174
303

447
229
464

ITEM 6. [RESERVED]ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONSThis discussion should be read in conjunction with the consolidated financial statements and accompanying notes
for the year ended September 2, 2021. All period references are to our fiscal periods unless otherwise indicated.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2021 contained 52
weeks, fiscal 2020 contained 53 weeks, and fiscal 2019 contained 52 weeks. Our fourth quarter of fiscal 2020
contained 14 weeks and all other fiscal quarters in the years presented contained 13 weeks. All tabular dollar
amounts are in millions, except per share amounts.
For an overview of our business and certain related trends, see “Part I – Item 1. Business – Overview.”

Results of Operations
Consolidated Results
For the year ended
Revenue
Cost of goods sold
Gross margin
Research and development
Selling, general, and administrative
Restructure and asset impairments
Other operating (income) expense, net
Operating income
Interest income (expense), net
Other non-operating income (expense), net
Income tax (provision) benefit
Equity in net income (loss) of equity method investees
Net income attributable to noncontrolling interests
Net income attributable to Micron

2021$ 27,705
17,282
10,423
2,663
894
488
95
6,283
(146)
81
(394)
37
—
$ 5,861

2020

2019

100 % $ 21,435
62 % 14,883
38 %
6,552

100 % $ 23,406
69 % 12,704
31 % 10,702

100 %
54 %
46 %

10 %
3%
2%
—%
23 %

12 %
4%
—%
—%
14 %

2,441
836
(29)
78
7,376

10 %
4%
—%
—%
32 %

—%
77
—%
(405)
(1)%
(693)
—%
3
—%
(45)
13 % $ 6,313

—%
(2)%
(3)%
—%
—%
27 %

2,600
881
60
8
3,003

(1)%
(80)
—%
60
(1)%
(280)
—%
7
—%
(23)
21 % $ 2,687

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 in39

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 thehigh-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 andstorage purchases due to shortages of non-memory components and due to constraints within our supply chain forcertain IC components.
Total revenue for 2020 decreased 8% as compared to 2019 primarily due to a decline in DRAM sales partially offset
by an increase in NAND sales. Sales of DRAM products for 2020 decreased 14% as compared to 2019 as average
selling prices declined in the mid-30% range due to challenging market conditions, partially offset by growth in bit
shipments in the low-30% range driven by cloud server, enterprise server, and mobile markets. Sales of NAND
products for 2020 increased 14% as compared to 2019 primarily due to increases in bit shipments in the mid-20%
range driven by sales of SSDs to data center customers and sales of managed NAND products, partially offset by ahigh-single-digit percent decline in average selling prices.
Overall Gross Margin: Our overall gross margin percentage increased to 38% for 2021 from 31% for 2020,
primarily due to the increases in DRAM average selling prices and cost reductions resulting from strong execution indelivering products featuring advanced technologies, partially offset by the declines in NAND average selling prices.
Our gross margins included the impact of underutilization costs at MTU of $335 million for 2021, $557 million for
2020, and $384 million for 2019. 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. Financial Statements and Supplementary
Data – Notes to Consolidated Financial Statements – Lehi, Utah Fab and 3D XPoint”). Effective as of the beginningof 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.
Our overall gross margin percentage decreased to 31% for 2020 from 46% for 2019, primarily due to declines inaverage selling prices, partially offset by the effect of decreases in non-cash depreciation expense from the revisionin estimated useful lives of equipment in our NAND wafer fabrication facilities, cost reductions resulting from strong
execution in delivering products featuring advanced technologies, and continuous improvement initiatives to reduce
production costs. Based on our assessment of planned technology node transitions, capital spending, and re-use
rates, we revised the estimated useful lives of the existing equipment in our NAND wafer fabrication facilities andour research and development facilities from five years to seven years as of the beginning of the first quarter of2020. The revision in estimated useful lives reduced NAND manufacturing depreciation expense and benefited costof goods sold by approximately $400 million for 2020.

Revenue by Business Unit
For the year ended
CNBU
MBU
SBU
EBU
All Other2021$ 12,280
7,203
3,973
4,209
40
$ 27,705

2020
44 % $ 9,184
26 %
5,702
14 %
3,765
15 %
2,759
—%
25
$ 21,435

2019
43 % $ 9,968
27 %
6,403
18 %
3,826
13 %
3,137
—%
72
$ 23,406

43 %
27 %
16 %
13 %
—%

Percentages of total revenue may not total 100% due to rounding.
Changes in revenue for each business unit for 2021 as compared to 2020 were as follows:••

CNBU revenue increased 34% primarily due to broad-based increases in bit shipments across markets andhigher 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.
EBU revenue increased 53% primarily due to increases in bit shipments driven by strong demand growth inautomotive, industrial, and consumer markets and improved pricing in industrial and consumer markets.

Changes in revenue for each business unit for 2020 as compared to 2019 were as follows:
•

•
•

•

CNBU revenue decreased 8% primarily due to DRAM price declines driven by imbalances in supply anddemand, partially offset by bit sales growth across key markets, particularly in the cloud server and graphics
markets. In addition, in the second quarter of 2020, we determined that the 3D XPoint technology andproduct roadmap were more closely aligned with our CNBU strategy than our SBU strategy and 3D XPoint
became an integral part of CNBU. Accordingly, we began to report all 3D XPoint activities within CNBU fromthat date.
MBU revenue decreased 11% primarily due to price declines, partially offset by bit sales growth for highvalue mobile MCP products.
SBU revenue decreased 2% primarily due to the decline in 3D XPoint revenue in SBU after the first quarterof 2020 as noted above and NAND selling price declines, partially offset by bit sales growth for SSDs. 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 million for 2020 and$682 million for 2019.
EBU revenue decreased 12% primarily due to price declines resulting from the impact of the global
COVID-19 pandemic on automotive, industrial, and consumer segments partially offset by bit sales growthfrom transitions to an increasing mix of high-density DRAM and NAND products.

Operating Income (Loss) by Business Unit
For the year ended
CNBU
MBU
SBU
EBU
All Other2021$ 4,295
2,173
173
1,006
20
$ 7,6672020
35 % $ 2,010
30 %
1,074
4%
36
24 %
301
50 %
(2)
$ 3,4192019
22 % $ 4,645
19 %
2,606
1%
(386)
11 %
923
(8)%
13
$ 7,801

47 %
41 %
(10)%
29 %
18 %

Percentages reflect operating income (loss) as a percentage of revenue for each business unit.
Changes in operating income or loss for each business unit for 2021 as compared to 2020 were as follows:••••

CNBU operating income increased primarily due to increases in bit shipments, higher average selling
prices, manufacturing cost reductions, and lower MTU underutilization costs.
MBU operating income increased primarily due to increases in sales of high-value MCP products,
manufacturing cost reductions for low-power DRAM, and increases in DRAM bit shipments.
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.

Changes in operating income or loss for each business unit for 2020 as compared to 2019 were as follows:•••

CNBU operating income decreased primarily due to declines in DRAM pricing and MTU underutilization
costs in 2020 related to 3D XPoint.
MBU operating income decreased primarily due to declines in low-power DRAM and NAND pricing, partially
offset by increases in sales of high-value MCP products and manufacturing cost reductions.
SBU operating margin improved primarily due to lower 3D XPoint underutilization costs, manufacturing cost
reductions, increases in sales volumes, and improved product mix, partially offset by declines in selling
prices.

41•

EBU operating income decreased as a result of declines in pricing, partially offset by increases in sales
volumes to the automotive and industrial markets.

Operating Expenses and Other
Research and Development: R&D expenses vary primarily with the number of development and pre-qualification
wafers processed, the cost of advanced equipment dedicated to new product and process development, andpersonnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process
wafers before completion of performance and reliability testing. Development of a product is deemed complete
when it is qualified through internal reviews and tests for performance and reliability. R&D expenses can varysignificantly depending on the timing of product qualification.
R&D expenses for 2021 increased 2% as compared to 2020 primarily due to increases in employee compensationand depreciation expense resulting from higher capital spending, partially offset by lower volumes of development
and prequalification wafers. R&D expenses for 2020 were 7% higher as compared to 2019 primarily due toincreases in volumes of development and pre-qualification wafers, a reduction of R&D reimbursements from ourpartners, increases in employee compensation, and increases in subcontractor expense, partially offset by lower
depreciation expense from the revision of the estimated useful lives of equipment.
Selling, General, and Administrative: SG&A expenses for 2021 were relatively unchanged as compared to 2020.
SG&A expenses for 2020 were 5% higher as compared to 2019 due to increases in employee compensation andlegal costs, partially offset by a reduction in consulting fees.
Restructure and Asset Impairments: In 2021, we ceased development of 3D XPoint technology and classified ourLehi 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. For further discussion see“Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Lehi, Utah
Fab and 3D XPoint.”
Other Operating and Non-Operating Income (Expense): See “Item 8. Financial Statements and Supplementary
Data – Notes to Consolidated Financial Statements – Other Operating (Income) Expense, Net” and “ – Other NonOperating Income (Expense), Net.”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 andinvestments. Net interest expense for 2020 was $80 million, as compared to $77 million of net interest income for2019 (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 $66
million increase in interest expense primarily due to an increase in our average debt outstanding and a reduction in
the amount of interest expense capitalized in 2020.
Income Taxes: Our income tax (provision) benefit consisted of the following:
For the year ended
Income before taxes
Income tax (provision) benefit
Effective tax rate2021$

6,218 $
(394)
6.3 %

2020
2,983 $
(280)
9.4 %

2019
7,048
(693)
9.8 %

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 estimatedconsideration to be realized from the sale of these assets, less expected selling costs. Other changes to oureffective tax rate in the periods presented were primarily due to the geographic mix of our earnings. Our income tax
provision decreased in 2020 as compared to 2019 primarily as a result of reductions in our profit before tax.
We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive
arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, inpart, upon meeting certain business operations and employment thresholds. The effect of tax incentive
42 | 2021 10-K

arrangements reduced our tax provision by $758 million (benefiting our diluted earnings per share by $0.66) for
2021, by $215 million ($0.19 per diluted share) for 2020, and by $756 million ($0.66 per diluted share) for 2019.
See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Income Taxes.”

Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets
and financial institutions. Cash generated from operations is highly dependent on selling prices for our products,
which can vary significantly from period to period. We are continuously evaluating alternatives for efficiently funding
our capital expenditures and ongoing operations. We expect, from time to time, to engage in a variety of financing
transactions for such purposes, including the issuance of securities. As of September 2, 2021, $2.50 billion wasavailable to draw under our Revolving Credit Facility. We expect to receive $900 million of proceeds from the sale of
our Lehi facility to TI in the first quarter of 2022.
Cash and marketable investments totaled $10.40 billion as of September 2, 2021 and $9.19 billion as of
September 3, 2020. Our investments consist primarily of bank deposits, money market funds, and liquid investmentgrade, fixed-income securities, which are diversified among industries and individual issuers. To mitigate credit risk,
we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit
exposure by restricting the amount of investments with any single obligor. As of September 2, 2021, $3.69 billion of
our cash and marketable investments was held by our foreign subsidiaries.
To develop new product and process technology, support future growth, achieve operating efficiencies, and maintainproduct quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We
estimate capital expenditures in 2022 for property, plant, and equipment, net of partner contributions, to be between$11 billion and $12 billion, and we expect the timing of our capital expenditures to be weighted more toward the firsthalf of 2022. Capital expenditures for 2022 are driven by our continued 176-layer NAND transition, pilot line
enablement for next generation NAND and DRAM, and continued infrastructure and prepayments to support the
introduction of EUV lithography. Actual amounts for 2022 will vary depending on market conditions. As of
September 2, 2021, we had purchase obligations of approximately $2.87 billion for the acquisition of property, plant,
and equipment, of which approximately $2.56 billion is expected to be paid within one year.
For a description of contractual obligations, such as debt, leases, and purchase obligations, see “Item 8. Financial
Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt,” “ – Leases,” and “ –Commitments.”
Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common
stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading plan. The repurchase authorization has no expiration date, does not obligate
us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best useof available cash. Through September 2, 2021, we have repurchased an aggregate of $4.04 billion of the authorizedamount. See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements– Equity.”
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. The
declaration and payment of any future cash dividends are at the discretion and subject to the approval of our Boardof Directors. Our Board of Directors' decisions regarding the amount and payment of dividends will depend on manyfactors, 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 factorsthat our Board of Directors may deem relevant.
We expect that our cash and investments, cash flows from operations, and available financing will be sufficient tomeet our requirements at least through the next 12 months and thereafter for the foreseeable future.

43

Cash Flows:
For the year ended
Net cash provided by operating activities
Net cash provided by (used for) investing activities
Net cash provided by (used for) financing activities
Effect of changes in currency exchange rates on cash, cash equivalents, andrestricted cash
Net increase in cash, cash equivalents, and restricted cash

2021
$

$

2020

2019

12,468 $(10,589)(1,781)

8,306 $
(7,589)(317)

13,189(10,085)(2,438)

41
139 $

11
411 $

26
692

Operating Activities: Cash provided by operating activities reflects net income adjusted for certain non-cash items,
including depreciation expense, amortization of intangible assets, asset impairments, and stock-based
compensation, and the effects of changes in operating assets and liabilities. The increase in cash provided byoperating activities for 2021 as compared to 2020 was primarily due to higher net income adjusted for non-cash
items compared with the prior period and the effect of lower inventories, partially offset by an increase in receivables
due to a higher level of sales. The decrease in cash provided by operating activities for 2020 compared with 2019
was primarily due to lower net income and changes in working capital.
Investing Activities: For 2021, net cash used for investing activities consisted primarily of $10.03 billion of
expenditures for property, plant, and equipment, partially offset by inflows of $502 million of partner contributions forcapital expenditures, and $1.06 billion of net outflows from purchases, sales, and maturities of available-for-salesecurities.
For 2020, net cash used for investing activities consisted primarily of $8.22 billion of expenditures for property, plant,
and equipment, partially offset by inflows of $272 million of partner contributions for capital expenditures, and $415
million of net inflows from purchases, sales, and maturities of available-for-sale securities.
For 2019, net cash used for investing activities consisted primarily of $9.78 billion of expenditures for property, plant,
and equipment, partially offset by inflows of $754 million of partner contributions for capital expenditures. Net cashused for investing activities also included $1.17 billion of net outflows from purchases, sales, and maturities ofavailable-for-sale securities.
Financing Activities: For 2021, net cash used for financing activities consisted primarily of $1.20 billion for theacquisition of 15.6 million shares of our common stock under our $10 billion share repurchase authorization, $295
million of payments on equipment purchase contracts, $185 million of cash payments to settle conversions of our2032D Notes, and $147 million of repayments of finance leases and other debt. In addition, we received proceeds
of $1.19 billion under an unsecured 2024 Term Loan A and used the proceeds to repay the $1.19 billion
Extinguished 2024 Term Loan A.
For 2020, net cash used for financing activities consisted primarily of $4.37 billion of cash payments to reduce ourdebt, including $2.50 billion to pay down borrowings under our Revolving Credit Facility, $621 million for repaymentsof IMFT’s debt obligations to Intel, $534 million to prepay our 2025 Notes, $266 million to settle conversions ofnotes, and $248 million for scheduled repayment of finance leases; $744 million for the acquisition of Intel’s
noncontrolling interest in IMFT; and $176 million for the acquisition of 3.6 million shares of our common stock under
our share repurchase authorization. Cash used for financing activities was partially offset by proceeds of $2.50
billion from our Revolving Credit Facility, $1.25 billion from the 2023 Notes, and $1.25 billion from the Extinguished2024 Term Loan A.
For 2019, net cash used for financing activities consisted primarily of $2.66 billion for the acquisition of 67 million
shares of treasury stock under our share repurchase authorization and cash payments to reduce our debt, including$1.65 billion to settle conversions of notes, $728 million to prepay the 2022 Term Loan B, $316 million for
repayments of IMFT’s debt obligations to Intel, and $643 million for scheduled repayment of other notes and capitalleases. Cash used for financing activities was partially offset by net proceeds of $3.53 billion from the aggregate
issuance of the 2024 Notes, 2026 Notes, 2027 Notes, 2029 Notes, and 2030 Notes.
See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.”

44 | 2021 10-K

Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, andrelated disclosures. Estimates and judgments are based on historical experience, forecasted events, and various
other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary
under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our
management believes the accounting policies below are critical in the portrayal of our financial condition and resultsof operations and require management’s most difficult, subjective, or complex judgments.
Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment isnecessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is madewhen it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can bereasonably estimated. In accounting for the resolution of contingencies, significant judgment may be necessary toestimate amounts pertaining to periods prior to the resolution that are charged to operations in the period ofresolution and amounts related to future periods.
Goodwill: We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an
impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill
is less than its carrying value. For reporting units for which this assessment concludes that it is more likely than notthat the fair value is more than its carrying value, goodwill is considered not impaired and we are not required toperform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market
considerations, overall financial performance, and other relevant events and factors affecting the fair value of thereporting unit. For reporting units for which this assessment concludes that it is more likely than not that the fairvalue is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting
unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of thereporting unit exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting
unit exceeds its fair value, we would record an impairment loss up to the difference between the carrying value andimplied fair value. For 2021, our qualitative assessment indicated that the fair value for all of our reporting units
substantially exceeded their carrying value and that a quantitative assessment was unnecessary.
Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and thefair value of the reporting unit requires significant judgment and involves the use of significant estimates andassumptions. These estimates and assumptions include revenue growth rates, forecasted manufacturing costs, andother expenses and are developed as part of our long-range planning process. The same estimates are used inbusiness planning, forecasting, and capital budgeting as part of our long-term manufacturing capacity analysis. We
test the reasonableness of the output of our long-range planning process by calculating an implied value per shareand comparing that to current stock prices, analysts’ consensus pricing, and management’s expectations. Theseestimates and assumptions are used to calculate projected future cash flows for the reporting unit, which arediscounted using a risk-adjusted rate to estimate a fair value. The discount rate requires determination of
appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable butthat are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
Income taxes: We are required to estimate our provision for income taxes and amounts ultimately payable orrecoverable in numerous tax jurisdictions around the world. These estimates involve significant judgment andinterpretations of regulations and are inherently complex. Resolution of income tax treatments in individual
jurisdictions may not be known for many years after completion of the applicable year. We are also required toevaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which
requires the assessment of our performance and other relevant factors. Realization of deferred tax assets isdependent on our ability to generate future taxable income. Our income tax provision or benefit is dependent, inpart, on our ability to forecast future taxable income in Japan, the United States, and other jurisdictions. Such
forecasts are inherently difficult and involve significant judgments including, among others, projecting future average
selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and other factorsthat significantly impact our analyses of the amount of net deferred tax assets that are more likely than not to berealized.
Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on a
FIFO basis. Effective as of the beginning of the second quarter of 2021, we changed our method of inventory

45

costing from average cost to FIFO. Cost includes depreciation, labor, material, and overhead costs, including
product and process technology costs. Determining net realizable value of inventories involves significant
judgments, including projecting future average selling prices and future sales volumes. To project average selling
prices and sales volumes, we review recent sales volumes, existing customer orders, current contract prices,
industry analyses of supply and demand, seasonal factors, general economic trends, and other information. Actual
selling prices and volumes may vary significantly from projected prices and volumes due to the volatile nature of thesemiconductor memory and storage markets. When these analyses reflect estimated net realizable values below
our manufacturing costs, we record a charge to cost of goods sold in advance of when inventories are actually sold.
As a result, the timing of when product costs are charged to costs of goods sold can vary significantly. Differences inforecasted average selling prices used in calculating lower of cost or net realizable value adjustments can result insignificant changes in the estimated net realizable value of product inventories and accordingly the amount of writedown recorded. For example, a 5% variance in the estimated selling prices would have changed the estimated net
realizable value of our inventory by approximately $301 million as of September 2, 2021. Due to the volatile natureof the semiconductor memory and storage markets, actual selling prices and volumes often vary significantly fromprojected prices and volumes; as a result, the timing of when product costs are charged to operations can varysignificantly.
U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizablevalues. The amount of any inventory write-down can vary significantly depending on the determination of inventory
categories. We review the major characteristics of product type and markets in determining the unit of account for
which we perform the lower of average cost or net realizable value analysis and categorize all inventories (including
DRAM, NAND, and other memory) as a single group.
Property, plant, and equipment: We periodically assess the estimated useful lives of our property, plant, andequipment based on technology node transitions, capital spending, and equipment re-use rates. We also review thecarrying value of property, plant, and equipment for impairment when events and circumstances indicate that thecarrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected
to result from its use and/or disposition. In cases where undiscounted expected future cash flows are less than the
carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds theestimated fair value of the assets. The estimate of future cash flows involves numerous assumptions which requiresignificant judgment by us, including, but not limited to, future use of the assets for our operations versus sale ordisposal of the assets, future selling prices for our products, and future production and sales volumes. In addition,
significant judgment is required in determining the groups of assets for which impairment tests are separately
performed.
Revenue recognition: Revenue is primarily recognized at a point in time when control of the promised goods istransferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange forthose goods. Contracts with our customers are generally short-term in duration at fixed, negotiated prices withpayment generally due shortly after delivery. We estimate a liability for returns using the expected value method
based on historical returns. In addition, we generally offer price protection to our distributors, which is a form ofvariable consideration that decreases the transaction price. We use the expected value method, based on historicalprice adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to
distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue.

Recently Adopted Accounting Standards
See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Recently Adopted Accounting Standards.”

Recently Issued Accounting Standards
No material items.

46 | 2021 10-K

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInterest Rate Risk
We are exposed to interest rate risk related to our indebtedness and our investment portfolio. As of September 2,2021 and September 3, 2020, we had fixed-rate debt of $3.9 billion and $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 2,2021 and September 3, 2020, a decrease in market interest rates of 1% would increase the fair value of our fixedrate debt by approximately $200 million and $300 million, respectively. As of September 2, 2021, we had variablerate 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 September 3, 2020, we had variable-rate
debt of $1.25 billion and, therefore, a 1% increase in the interest rates of our variable-rate debt would result in an
increase in annual interest expense of approximately $13 million.

Foreign Currency Exchange Rate Risk
The information in this section should be read in conjunction with the information related to changes in the currency
exchange rates in “Part I – Item 1A. Risk Factors.” Changes in currency exchange rates could materially adversely
affect our results of operations or financial condition.
The functional currency for all of our operations is the U.S. dollar. The substantial majority of our sales aretransacted in the U.S. dollar; however, significant amounts of our operating expenditures and capital purchases, andcertain assets and liabilities, are incurred in or exposed to other currencies, primarily the euro, Malaysian ringgit,
New Taiwan dollar, Singapore dollar, and yen. We have established currency risk management programs for ourmonetary assets and liabilities denominated in foreign currencies to hedge against fluctuations in the fair value andvolatility of future cash flows caused by changes in currency exchange rates. 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. We do not use derivative financial instruments for trading or speculative purposes.
Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a 10% adversechange in exchange rates versus the U.S. dollar would result in losses of approximately $122 million as of
September 2, 2021 and $98 million as of September 3, 2020. We hedge our exposure to changes in currency
exchange rates by utilizing a rolling hedge strategy for our primary currency exposures with currency forward
contracts that generally mature within three months. The effectiveness of our hedges is dependent, among otherfactors, upon our ability to accurately measure exposures on a timely basis. To hedge the exposure of changes incash flows from changes in currency exchange rates for certain capital expenditures and manufacturing costs, we
may utilize currency forward contracts that generally mature within two years. (See “Item 8. Financial Statements
and Supplementary Data – Notes to Consolidated Financial Statements – Derivative Instruments.”)

47

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Micron Technology, Inc.
Consolidated Statements of Operations(in millions, except per share amounts)
September 2,
2021

For the year ended
Revenue
Cost of goods sold
Gross margin$

September 3,
2020

August 29,
201927,705 $17,282
10,423

21,435 $14,883
6,552

23,406
12,704
10,702

Research and development
Selling, general, and administrative
Restructure and asset impairments
Other operating (income) expense, net
Operating income

2,663
894
488
95
6,283

2,600
881
60
8
3,003

2,441
836
(29)
78
7,376

Interest income
Interest expense
Other non-operating income (expense), net

37
(183)
81
6,218

114
(194)
60
2,983

205
(128)
(405)
7,048

Income tax (provision) benefit
Equity in net income (loss) of equity method investees
Net income

(394)
37
5,861

(280)
7
2,710

(693)
3
6,358

Net income attributable to noncontrolling interests
Net income attributable to Micron—
5,861 $

(23)
2,687 $

(45)
6,313

5.23 $
5.14

2.42 $
2.37

5.67
5.51

1,120
1,141

1,110
1,131

1,114
1,143

Earnings per share
Basic
Diluted$$Number of shares used in per share calculations
Basic
DilutedSee accompanying notes to consolidated financial statements.

48 | 2021 10-K

Micron Technology, Inc.
Consolidated Statements of Comprehensive Income(in millions)
For the year ended

September 2,
2021

Net income$

5,861 $

2,710 $

6,358

$

(67)
(7)
3
2
(69)
5,792
—
5,792 $

46
1
15
—
62
2,772
(23)
2,749 $

(3)
9
(6)
(1)
(1)
6,357
(45)
6,312

Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments
Gains (losses) on investments
Pension liability adjustments
Foreign currency translation adjustments
Other comprehensive income (loss)
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Micron

September 3,
2020

August 29,
2019

See accompanying notes to consolidated financial statements.

49

Micron Technology, Inc.
Consolidated Balance Sheets(in millions, except par value amounts)
September 2,
2021

As of
AssetsCash and equivalents
Short-term investments
Receivables
Inventories
Assets held for sale
Other current assets
Total current assets
Long-term marketable investments
Property, plant, and equipment
Operating lease right-of-use assets
Intangible assets
Deferred tax assets
Goodwill
Other noncurrent assets
Total assets
Liabilities and equity
Accounts payable and accrued expenses
Current debt
Other current liabilities
Total current liabilities
Long-term debt
Noncurrent operating lease liabilities
Noncurrent unearned government incentives
Other noncurrent liabilities
Total liabilities

$

$

$

September 3,
2020

7,763 $
870
5,311
4,487
974
502
19,907
1,765
33,213
551
349
782
1,228
1,054
58,849 $

7,624
518
3,912
5,373
—
538
17,965
1,048
31,031
584
334
707
1,228
781
53,6785,325 $
155
944
6,424
6,621
504
808
559
14,916

5,817
270
548
6,635
6,373
533
643
498
14,682

122
9,453
39,051(4,695)2
43,93358,849 $119
8,917
33,384(3,495)71
38,99653,678Commitments and contingencies
Micron shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,216 shares issued and 1,119 outstanding(1,194 shares issued and 1,113 outstanding as of September 3, 2020)
Additional capital
Retained earnings
Treasury stock, 97 shares held (81 shares as of September 3, 2020)
Accumulated other comprehensive income (loss)
Total equity
Total liabilities and equity$

See accompanying notes to consolidated financial statements.

50 | 2021 10-K

Micron Technology, Inc.
Consolidated Statements of Changes in Equity(in millions, except per share amounts)
Micron Shareholders
Common Stock
Accumulated
Number
Other
Total Micron Noncontrollingof
Additional Retained Treasury Comprehensive Shareholders’ Interests in
Total
Shares Amount Capital Earnings Stock
Income (Loss)
EquitySubsidiaries Equity
Balance at August 30, 2018
Cumulative effect from adoption of new
accounting standards
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Acquisitions of noncontrolling interest
Reclassification of redeemable convertible
notes, net
Cash settlement of convertible notes
Balance at August 29, 2019
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Settlement of capped calls
Acquisitions of noncontrolling interest
Cash settlement of convertible notes
Balance at September 3, 2020
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock
Stock issued for convertible notes
Cash settlement of convertible notes
Cash dividends declared ($0.10 per share)
Balance at September 2, 2021

1,170 $

117 $8,201 $ 24,395 $ (429) $10 $32,294 $870 $33,164

—
—
—
14
—
(2)
—

—
—
—
1
—
—
—

—
—
—
178
243
103
1

—
—
(1)
—
—
—
—

92
6,313
(1)
179
243
(2,728)1—
92
36 6,349
—
(1)
—
179
—
243
— (2,728)
(17)
(16)

—
—
1,182 $
—
—
14
—
(2)
—
—
—
1,194 $
—
—
13
—
(2)
11
—
—
1,216 $

—
—
118 $
—
—
1
—
—
—
—
—
119 $
—
—
2
—
—
1
—
—
122 $

3
—
—
(515)
—
—
8,214 $ 30,761 $ (3,221) $
—
2,687
—
—
—
—
224
—
—
328
—
—
(11)
(64)
(176)
98
—
(98)
120
—
—
(56)
—
—
8,917 $ 33,384 $ (3,495) $
—
5,861
—
—
—
—
223
—
—
378
—
—
(12)
(82) (1,200)
(1)
—
—
(52)
—
—
—
(112)
—
9,453 $ 39,051 $ (4,695) $

—
—
9 $
—
62
—
—
—
—
—
—
71 $
—
(69)
—
—
—
—
—
—
2 $

3
(515)
35,881 $
2,687
62
225
328
(251)
—
120
(56)
38,996 $
5,861
(69)
225
378
(1,294)
—
(52)
(112)
43,933 $

—
3
—
(515)
889 $36,770
15 2,702
—
62
—
225
—
328
—
(251)
—
—
(904) (784)—(56)— $38,996— 5,861
—
(69)
—
225
—
378
— (1,294)
—
—
—
(52)
—
(112)
— $43,933

92
6,313
—
—
—
(39)
—

—
—
—
—
—
(2,792)—

See accompanying notes to consolidated financial statements.

51

Micron Technology, Inc.
Consolidated Statements of Cash Flows(in millions)
September 2,
2021

For the year ended
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets
Amortization of debt discount and other costs
Restructure and asset impairments
Stock-based compensation(Gains) losses on debt prepayments, repurchases, and conversions
Change in operating assets and liabilities
Receivables
Inventories
Accounts payable and accrued expenses
Deferred income taxes, net
OtherNet cash provided by operating activities$

September 3,
2020

August 29,
2019

5,861 $

2,710 $

6,358

6,214
30
454
378
1

5,650
26
40
328
(40)

5,424
49
(97)
243
396

(1,446)
866
210
(50)
(50)
12,468

(723)
(435)
725
79
(54)
8,306

2,431
(1,489)
(174)
150
(102)
13,189Cash flows from investing activities
Expenditures for property, plant, and equipment
Purchases of available-for-sale securities
Proceeds from maturities of available-for-sale securities
Proceeds from sales of available-for-sale securities
Proceeds from government incentives
Other
Net cash provided by (used for) investing activities(10,030)(3,163)
1,250
856
495
3
(10,589)(8,223)(1,857)
814
1,458
262
(43)
(7,589)(9,780)(4,218)
1,541
1,504
748
120
(10,085)

Cash flows from financing activities
Repayments of debt
Payments to acquire treasury stock
Payments on equipment purchase contracts
Acquisition of noncontrolling interest in IMFT
Proceeds from issuance of debt
Other
Net cash provided by (used for) financing activities(1,520)(1,294)
(295)
—
1,188
140
(1,781)(4,366)
(251)
(63)
(744)
5,000
107
(317)

(3,340)(2,729)
(75)
—
3,550
156
(2,438)

41

11

26

139
7,690
7,829 $

411
7,279
7,690 $

692
6,587
7,279

(361) $
(171)684(167) $
(165)
278

(524)
(53)
119

Effect of changes in currency exchange rates on cash, cash equivalents, andrestricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Supplemental disclosures
Income taxes paid, net
Interest paid, net of amounts capitalized
Noncash equipment acquisitions on contracts payable and finance leases$$

See accompanying notes to consolidated financial statements.
52 | 2021 10-K

Micron Technology, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(All tabular amounts in millions, except per share amounts)

Significant Accounting Policies
Basis of Presentation
Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory andstorage solutions transforming how the world uses information to enrich life for all. With a relentless focus on ourcustomers, 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 acrossthe client and mobile user experience.
The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and ourconsolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in
the United States of America. Intercompany balances and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior period amounts to conform to current period presentation. See“Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional
information.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2021 contained 52
weeks, fiscal 2020 contained 53 weeks, and fiscal 2019 contained 52 weeks. Our fourth quarter of fiscal 2020
contained 14 weeks and all other fiscal quarters in the years presented contained 13 weeks. All period references
are to our fiscal periods unless otherwise indicated.

Derivative and Hedging Instruments
We use derivative instruments to manage our exposure to changes in currency exchange rates from (1) ourmonetary assets and liabilities denominated in currencies other than the U.S. dollar and (2) forecasted cash flows
for certain capital expenditures and manufacturing costs. 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. Derivative instruments
are measured at their fair values and recognized as either assets or liabilities.
The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative
and the resulting designation. For derivative instruments that are not designated for hedge accounting, gains orlosses from changes in fair values are recognized in other non-operating income (expense). For derivative
instruments designated as cash flow hedges, gains or losses are included as a component of accumulated othercomprehensive income and reclassified into earnings in the same line items and in the same periods in which theunderlying transactions affect earnings. 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 inearnings. 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 inearnings.
We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedgetransactions. These master netting arrangements allow us and our counterparties to net settle amounts owed toeach other. Derivative assets and liabilities that can be net settled with each counterparty have been presented inour consolidated balance sheet on a net basis.

53

Financial Instruments
Cash equivalents include highly liquid short-term investments with original maturities to us of three months or lessthat are readily convertible to known amounts of cash. Other investments with remaining maturities of less than one
year are included in short-term investments. Investments with remaining maturities greater than one year are
included in long-term marketable investments. The carrying value of investment securities sold is determined using
the specific identification method.

Functional Currency
The U.S. dollar is the functional currency for us and all of our consolidated subsidiaries.

Goodwill
We perform an annual impairment assessment for goodwill in our fourth quarter each year.

Government Incentives
We receive incentives from governmental entities related to expenses, assets, and other activities. Our government
incentives may require that we meet or maintain specified spending levels and other operational metrics and may
be subject to reimbursement if such conditions are not met or maintained. Government incentives are recorded in
the financial statements in accordance with their purpose: as a reduction of expenses, a reduction of asset costs, orother income. Incentives related to specific operating activities are offset against the related expense in the period
the expense is incurred. Incentives related to the acquisition or construction of fixed assets are recognized as a
reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of theassets. Other incentives are recognized as other operating income. Government incentives received prior to being
earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior tobeing received are recognized in current or noncurrent receivables. Cash received from government incentives
related to operating expenses is included as an operating activity in the statement of cash flows, whereas cash
received from incentives related to the acquisition of property, plant, and equipment is included as an investing
activity.

Inventories
Effective as of the beginning of the second quarter of 2021, we changed the method of inventory costing fromaverage 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.
Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis. Cost
includes depreciation, labor, material, and overhead costs, including product and process technology costs. Whennet realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete
products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down
inventories to their estimated net realizable value in advance of when inventories are actually sold. We review the
major characteristics of product type and markets in determining the unit of account for which we perform the lowerof cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory)
as a single group. We remove amounts from inventory and charge such amounts to cost of goods sold on a FIFO
basis.

54 | 2021 10-K

Leases
We adopted ASC 842 in the first quarter of 2020 under the modified retrospective method and elected to not recastprior periods. 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-ofuse assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to
make lease payments. We do not separate lease and non-lease components for real-estate and gas plant leases.
Sublease income is presented within lease expense.

Product and Process Technology
Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) maintain patenttechnology, are capitalized and amortized on a straight-line basis over periods ranging up to 12.5 years. We
capitalize a portion of costs incurred to patent technology based on historical data of patents issued as a percent ofpatents we file. Product and process technology costs are amortized over the shorter of (1) the estimated useful lifeof the technology, (2) the patent term, or (3) the term of the technology agreement. Fully-amortized assets are
removed from product and process technology and accumulated amortization.

Product Warranty
We generally provide a limited warranty that our products are in compliance with applicable specifications existing at
the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during astated warranty period is usually limited to repair or replacement of defective items or return of, or a credit withrespect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty
coverage than that provided under our standard terms and conditions. Our warranty obligations are not material.

Property, Plant, and Equipment
Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimateduseful lives of generally 10 to 30 years for buildings, 5 to 7 years for equipment, and 3 to 5 years for software.
Assets held for sale are carried at the lower of estimated fair value or carrying value and are included in current
assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and we
recognize any gain or loss in results of operations.
We capitalize interest on borrowings during the period of time we carry out the activities necessary to bring assets
to the condition of their intended use and location. Capitalized interest becomes part of the cost of assets.

Research and Development
Costs related to the conceptual formulation and design of products and processes are charged to R&D expense as
incurred. Development of a product is deemed complete when it is qualified through reviews and tests for
performance and reliability. Subsequent to product qualification, product costs are included in cost of goods
sold. Amounts from cost-sharing arrangements are reflected as a reduction of R&D expense.

Revenue Recognition
Revenue is primarily recognized at a point in time when control of the promised goods is transferred to ourcustomers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.
Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally
due shortly after delivery. We estimate a liability for returns using the expected value method based on historicalreturns. In addition, we generally offer price protection to our distributors, which is a form of variable considerationthat decreases the transaction price. We use the expected value method, based on historical price adjustments andcurrent pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between
the estimated and actual amounts are recognized as adjustments to revenue.

55

Stock-based Compensation
Stock-based compensation is measured at the grant date, based on the fair value of the award, and recognized as
expense under the straight-line attribution method over the requisite service period. We account for forfeitures as
they occur. We issue new shares upon the exercise of stock options or conversion of share units.

Treasury Stock
Treasury stock is carried at cost. When we retire our treasury stock, any excess of the repurchase price paid overpar value is allocated between additional capital and retained earnings.

Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally
accepted in the United States of America requires our management to make estimates and judgments that affectthe reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments
are based on historical experience, forecasted events, and various other assumptions that we believe to bereasonable under the circumstances. Estimates and judgments may differ under different assumptions orconditions. We evaluate our estimates and judgments on an ongoing basis. Actual results could differ fromestimates.

Recently Adopted Accounting Standards
In November 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-18 – Collaborative
Arrangements, which clarifies that certain transactions between collaborative arrangement participants should be
accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit ofaccount and precludes recognizing as revenue consideration received from a collaborative arrangement participant
if the participant is not a customer. We adopted ASU 2018-18 in the first quarter of 2021 under the retrospective
adoption method to the date we adopted ASC 606, which was August 31, 2018. The adoption of this ASU did nothave a significant impact on our financial statements.
In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments, which
requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented
at the net amount expected to be collected. This ASU requires that the income statement reflect the measurementof credit losses for newly recognized financial assets as well as the increases or decreases of expected credit
losses that have taken place during the period. This ASU requires that credit losses of debt securities designated asavailable-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount bywhich fair value is below amortized cost. We adopted ASU 2016-13 in the first quarter of 2021 under the modified
retrospective adoption method. The adoption of this ASU did not have a significant impact on our financial
statements.

Lehi, Utah Fab and 3D XPoint
In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory andstorage 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, weceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of ourfacility located in Lehi that was dedicated to 3D XPoint production. As a result, we classified the property, plant, andequipment 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 thefirst 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 tothe 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 ofassets included in the sale, which were derived from the agreement with TI. In the second quarter of 2021, we also
recognized a charge of $49 million to cost of goods sold to write down 3D XPoint inventory due to our decision tocease further development of this technology.
As of September 2, 2021, the significant balances of assets held for sale in connection with our Lehi facility were as
follows:
September 2,
As of
2021
Property, plant, and equipment
Other current assets
Impairment
Lehi assets held for sale

$

$

1,334
50
(435)
949

As of September 2, 2021, we also had a $50 million finance lease obligation included in the current portion of longterm debt and $11 million of other liabilities that we expect to transfer with the sale. The expected cash
consideration, net of estimated selling expenses, approximates the carrying value of the net assets and liabilities
expected to transfer in the sale, after giving effect to the impairment charge discussed above.

Variable Interest Entities
We have interests in entities that are variable interest entities (“VIEs”). If we are the primary beneficiary of a VIE, we
are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have thepower to direct the activities that most significantly impact the VIE’s economic performance and the obligation toabsorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Ourevaluation includes identification of significant activities and an assessment of our ability to direct those activities
based on governance provisions and arrangements to provide or receive product and process technology, productsupply, operations services, equity funding, financing, and other applicable agreements and circumstances. Ourassessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.
Through October 31, 2019, IMFT was a VIE because all of its costs were passed to us and its other member, Intel,
through product purchase agreements and because IMFT was dependent upon us or Intel for additional cash
requirements. The primary activities of IMFT were driven by the constant introduction of product and process
technology. Because we performed a significant majority of the technology development, we had the power to direct
its key activities. We consolidated IMFT due to this power and our obligation to absorb losses and the right toreceive benefits from IMFT that could have been potentially significant to it.
On October 31, 2019, we paid $1.25 billion to acquire Intel’s noncontrolling interest in IMFT and settle IMFT’s debt
obligations to Intel, at which time IMFT (now known as MTU) became a wholly-owned subsidiary. In connection
therewith, we recognized a $160 million adjustment to equity for the difference between the $744 million of cash
consideration allocated to Intel’s noncontrolling interest and its $904 million carrying value.
IMFT manufactured semiconductor products exclusively for its members under a long-term supply agreement at
prices approximating cost. In 2018, IMFT discontinued production of NAND and subsequent to that time
manufactured 3D XPoint memory. IMFT sales to Intel were $158 million through the date of our purchase of Intel’s
noncontrolling interest in 2020, and $731 million in 2019.

57

Cash and Investments
Substantially all of our marketable debt and equity investments were classified as available-for-sale as of the dates
noted below. Cash and equivalents and the fair values of our available-for-sale investments, which approximatedamortized costs, were as follows:
2021
As of

2020

Long-term
Cash and Short-termMarketable
Equivalents Investments Investments(1)

Total
Fair
Value

Long-term
Cash and Short-term Marketable
Equivalents Investments Investments(1)

Total
Fair
Value

Cash
$
(2)
Level 1
Money market funds
Level 2(3)Certificates of deposits
Corporate bonds
Asset-backed securities

5,796 $

— $— $ 5,796 $

3,996 $

— $— $ 3,996

38

—

—

38

1,828

—

—

1,828

1,907
9
8

69
429
95

—
1,134
509

1,976
1,572
612

1,740
3
1

10
266
31

2
592
211

1,752
861
243

Government securities
Commercial paper

147,763 $
66

190
87
870 $

122
313
—
91
1,765 $ 10,398

6
50
7,624 $
66

115
96
518 $

243
364
—
146
1,048 $ 9,190

Restricted cash(4)Cash, cash equivalents,
$
7,829
$
7,690
and restricted cash
(1)
The maturities of long-term marketable securities range from one to four years.
(2)
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3)
The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain
quoted market prices for similar instruments, non-binding market consensus prices that are corroborated byobservable market data, or various other methodologies, to determine the appropriate value at the measurement
date. We perform supplemental analysis to validate information obtained from these pricing services. No
adjustments were made to the fair values indicated by such pricing information as of September 2, 2021 or
September 3, 2020.
(4)
Restricted cash is included in other noncurrent assets and primarily relates to certain government incentives
received prior to being earned and for which restrictions lapse upon achieving certain performance conditions.
Gross realized gains and losses from sales of available-for-sale securities were not significant for any period
presented.
In addition to the amounts included in the table above, we had $153 million and $92 million of non-marketable
equity investments without a readily determinable fair value that were included in other noncurrent assets as of
September 2, 2021 and September 3, 2020, respectively. We recognized gains in other non-operating income onthese non-marketable investments of $70 million and $13 million for 2021 and 2020, respectively. These gains
primarily resulted from adjustments of these investments to the value indicated by transactions in the same orsimilar investments.

Receivables
As of
Trade receivables
Income and other taxes
Other

2021
$

$

58 | 2021 10-K

4,920 $
264
127
5,311 $

2020
3,494
232
186
3,912

Inventories
As ofFinished goods
Work in process
Raw materials and supplies

2021
$

2020

513 $
3,469
505
4,487 $

$

1,001
3,854
518
5,373

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing fromaverage cost to FIFO. This change in accounting principle is preferable because in an environment with
continuously changing production costs FIFO more closely matches the actual cost of goods sold with the revenues
from sales of those specific units, better represents the actual cost of inventories remaining on hand at any periodend, and improves comparability with our semiconductor industry peers. The change to FIFO was not material toany prior periods, nor was the cumulative effect of $133 million material to the second quarter of 2021. As such,prior periods were not retrospectively adjusted, and the cumulative effect was reported as an increase to cost of
goods sold for the second quarter of 2021 of $133 million, with an offsetting reduction to beginning inventories. Thischarge resulted in a corresponding reduction to operating income, a $128 million reduction to net income, and an$0.11 reduction to diluted earnings per share for both the second quarter and the year ended 2021.
Beginning in the second quarter of 2021, we changed the classification of spare parts for equipment to better alignwith the manner in which they are used in operations. As a result, we now present spare parts as other current
assets and no longer as a component of raw materials inventories. This reclassification was applied on aretrospective basis. As a result, $254 million of spare parts were presented in other current assets as of
September 2, 2021, and we reclassified $234 million of spare parts from inventories to other current assets in theaccompanying balance sheet as of September 3, 2020.

Property, Plant, and Equipment
As of
Land
Buildings
Equipment(1)Construction in progress(2)Software2021$

Accumulated depreciation$

280 $14,77651,902
1,517
987
69,462(36,249)
33,213 $2020
352
13,981
48,5251,600
873
65,331(34,300)
31,031(1)

Includes costs related to equipment not placed into service of $1.99 billion as of September 2, 2021 and$1.63 billion as of September 3, 2020.
(2)
Includes building-related construction, tool installation, and software costs for assets not placed into service.
Depreciation expense was $6.13 billion, $5.57 billion, and $5.34 billion for 2021, 2020, and 2019, respectively.
Interest capitalized as part of the cost of property, plant, and equipment was $66 million, $77 million, and $103
million for 2021, 2020, and 2019, respectively.
We periodically assess the estimated useful lives of our property, plant, and equipment. Based on our assessmentof planned technology node transitions, capital spending, and re-use rates, we revised the estimated useful lives ofthe existing equipment in our NAND wafer fabrication facilities and our research and development (“R&D”) facilities
from five years to seven years as of the beginning of the first quarter of 2020. This revision reduced our aggregate
depreciation expense by approximately $675 million in 2020, of which approximately $165 million remained
capitalized in inventory as of the end of 2020. After adjusting for the effect of the reduced amount of depreciation

59

expense remaining in inventory, the revision in estimated useful lives benefited both operating income and net
income by approximately $510 million and diluted earnings per share by approximately $0.45 for 2020.

Intangible Assets and Goodwill
Gross
Amount

As of
Product and process technology
Goodwill$

2021
Accumulated
Amortization

633 $
1,228

Gross
Amount(284) $

2020
Accumulated
Amortization

616 $
1,228

(282)

In 2021, 2020, and 2019, we capitalized $106 million, $73 million, and $91 million, respectively, for product andprocess technology with weighted-average useful lives of 9 years, 10 years, and 8 years, respectively. Amortization
expense was $82 million, $78 million, and $82 million for 2021, 2020, and 2019, respectively. Expected amortization
expense is $72 million for 2022, $61 million for 2023, $55 million for 2024, $34 million for 2025, and $26 million for2026.

LeasesWe have finance and operating leases through which we obtain the right to use equipment and facilities in our
manufacturing operations and R&D activities as well as office space and other facilities used in our SG&A functions.
Our finance leases consist primarily of gas or other supply agreements that are deemed to contain embedded
leases in which we effectively control the underlying gas plants or other assets used to fulfill the supply agreements.
Our operating leases consist primarily of offices, other facilities, and land used in SG&A, R&D, and certain of ourmanufacturing operations. Certain of our operating leases include one or more options to extend the lease term forperiods from one year to 10 years for real estate and one year to 30 years for land.
Certain supply or service agreements require us to exercise significant judgment to determine whether theagreement contains a lease of a right-of-use asset. Our assessment includes determining whether we or the
supplier control the assets used to fulfill the supply or service agreement by identifying whether we or the supplier
have the right to change the type, quantity, timing, or location of the output of the assets. Our gas supply
arrangements generally are deemed to contain a lease because we have the right to substantially all of the output of
the assets used to produce the supply and we have the right to change the quantity and timing of the output of
those assets. In determining the lease term, we assess whether we are reasonably certain to exercise options torenew or terminate a lease, and when or whether we would exercise an option to purchase the right-of-use asset.
Measuring the present value of the initial lease liability requires judgment to determine the discount rate, which webase on interest rates for borrowings with similar terms and collateral issued by entities with credit ratings similar toours.
Operating lease costs include short-term and variable lease expenses. Short-term, variable leases, and sublease
income are not material for the periods presented. The components of lease expense are presented below:
2021

For the year ended

2020

Finance lease cost
Amortization of right-of-use asset

$

69 $

140

Interest on lease liability

20

22

Operating lease cost

108

102

197 $

264

$

Operating lease expense under the previous ASC 840 lease accounting guidance was $93 million for 2019.

60 | 2021 10-K

Supplemental cash flow information related to leases was as follows:
For the year ended
Cash flows used for operating activities
Finance leases
Operating leases(1)Cash flows used for financing activities from financing leases
Noncash acquisitions of right-of-use assets
Finance leases
Operating leases
(1)

2021
$

2020
21 $
106
85

24
39
248

395
27

107
11

Includes $48 million of reimbursements received for tenant improvements for 2020.

Supplemental balance sheet information related to leases was as follows:
As ofFinance lease right-of-use assets (included in property, plant, and equipment and assets held for sale)
Current operating lease liabilities (included in accounts payable and accrued expenses)

2021$

Weighted-average remaining lease term (in years)
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases

2020
766 $
55

426
54

5
7

5
7

3.14 %
2.63 %

4.51 %
2.67 %

Maturities of lease liabilities existing as of September 2, 2021 were as follows:
Finance
LeasesFor the year ending
2022
2023
2024
2025
2026
2027 and thereafterLess imputed interest

$

$

127 $
115
89
74
74
454
(130)
803 $

Operating
Leases
68
69
61
50
47
372
(108)
559

The table above excludes any lease liabilities for leases that have been executed but have not yet commenced. As
of September 2, 2021, we had such lease liabilities relating to (1) operating lease payment obligations of $147
million for the initial 10-year lease term for a building, which may, at our election, be terminated after 3 years or
extended for an additional 10 years, and (2) finance lease obligations of $553 million over a weighted-average
period of 15 years for gas supply arrangements deemed to contain embedded leases. We will recognize right-of-use
assets and associated lease liabilities at the time such assets become available for our use.

61

Accounts Payable and Accrued Expenses
As of

2021

Accounts payable
Property, plant, and equipment
Salaries, wages, and benefits
Income and other taxes
Other

$

$

2020

1,744 $
1,887
984
364
346
5,325 $

2,191
2,374
849
237
166
5,817

Debt
2021

2020
Net Carrying Amount
LongPrincipal Current
Term
Total

As of

Net Carrying AmountStated Effective
LongRate
Rate Principal Current
Term
Total

Finance lease obligations
2023 Notes
2024 Notes

N/A
2.497 %
4.640 %

3.14 % $2.64 %
4.76 %

803 $
1,250
600

154 $
—
—

649 $
1,247
598

803 $
1,247
598

486 $
1,250
600

76 $
—
—

410 $
1,245
598

486
1,245
598

2024 Term Loan A
2026 Notes
2027 Notes(1)2029 Notes
2030 Notes
2032D Notes
Extinguished 2024 Term
Loan A
Other

0.975 %
4.975 %
4.185 %
5.327 %
4.663 %
N/A

1.01 %
5.07 %
4.27 %
5.40 %
4.73 %
N/A

1,188
500
900
700
850
—

—
—
—
—
—
—

1,186
498
901
696
846
—

1,186
498
901
696
846
—

—
500
900
700
850
134

—
—
—
—
—
131

—
498
895
696
845
—

—
498
895
696
845
131

N/A
N/A

N/A
N/A

—
1
6,792 $

—
1
155 $

—
—
6,621 $—
1
6,776 $

1,250
1
6,671 $

62
1
270 $

1,186
—
6,373 $

1,248
1
6,643

$
(1)

In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million
notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rateequal to SOFR plus approximately 3.33%. The fixed-to-floating interest rate swaps are accounted for as fair value
hedges, as a result, the carrying value of our 2027 Notes reflects adjustments in fair value.

As of September 2, 2021, all of our debt, other than our finance leases, are unsecured obligations that rank equallyin right of payment with all of our other existing and future unsecured indebtedness and are effectively subordinatedto all of our other existing and future secured indebtedness, to the extent of the value of the assets securing suchindebtedness. As of September 2, 2021, Micron had $5.97 billion of unsecured debt (net of unamortized discountand debt issuance costs) that was structurally subordinated to all liabilities of its subsidiaries, including trade
payables. The terms of our indebtedness generally contain cross payment default and cross acceleration
provisions. Micron’s guarantees of its subsidiary debt obligations are unsecured obligations ranking equally in rightof payment with all of Micron’s other existing and future unsecured indebtedness.

Senior Unsecured Notes
Our 2023 Notes, 2024 Notes, 2026 Notes, 2027 Notes, 2029 Notes, and 2030 Notes (the “Senior Unsecured
Notes”) each contain covenants that, among other things, limit, in certain circumstances, our ability and/or the abilityof our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting
stock and which own principal property, as defined in the indenture governing such notes) to (1) create or incur
certain liens; (2) enter into certain sale and lease-back transactions; and (3) consolidate with or merge with or into,or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants

62 | 2021 10-K

are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as
defined in the indentures governing our senior unsecured notes, we will be required to offer to purchase such
notes at 101% of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Revolving Credit Facility
On May 14, 2021, we terminated our existing undrawn credit facility and entered into a new five-year unsecured
Revolving Credit Facility. Under the Revolving Credit Facility, we can draw up to $2.50 billion which would generally
bear interest at a rate equal to LIBOR plus 1.00% to 1.75%, depending on our corporate credit ratings. Any amounts
outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid
without penalty. As of September 2, 2021, no amounts were outstanding under the Revolving Credit Facility and$2.50 billion was available to us.
Under the terms of the Revolving Credit Facility, we must maintain a leverage ratio, calculated as of the last day ofeach fiscal quarter, of total indebtedness to adjusted EBITDA not to exceed 3.25 to 1.00. The Revolving Credit
Facility contains other covenants that, among other things, limit, in certain circumstances, our ability and/or theability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-backtransactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured
indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease,or otherwise dispose of all or substantially all of our assets, to another entity. These covenants are subject to anumber of limitations, exceptions, and qualifications.

2024 Term Loans
On May 14, 2021, we drew $1.19 billion under an unsecured 2024 Term Loan A and used the proceeds to repay the$1.19 billion Extinguished 2024 Term Loan A. The 2024 Term Loan A bears interest at a rate equal to LIBOR plus
0.625% to 1.375% based on our current corporate credit ratings. The principal amount is due October 2024 andmay be prepaid without penalty. The 2024 Term Loan A contains the same leverage ratio and substantially the sameother covenants as the Revolving Credit Facility.

Debt Activity
The table below presents the effects of issuances, prepayments, and settlements of debt conversions in 2021.
Increase
Increase
Increase(Decrease) in (Decrease) in (Decrease) in
Decrease in
Principal
Carrying Value
Cash
EquityGain (Loss)
Issuance of 2024 Term Loan A
Prepayment of Extinguished 2024 Term Loan A
Settlement of Conversions of 2032D Notes(1)

$

$
(1)

1,188 $
(1,188)(134)(134) $

1,186 $
(1,186)(134)(134) $

1,186 $
(1,188)(185)(187) $— $—(52)(52) $

—
(2)
1
(1)

In 2021, substantially all holders of our 2032D Notes converted their notes. We settled these conversions and all
remaining 2032D Notes with $185 million in cash and 11.1 million shares of our stock.

In 2020, we recognized aggregate non-operating gains of $40 million in connection with debt prepayments andconversions of $3.77 billion of principal amount of notes (carrying value of $3.90 billion) for an aggregate of $3.92
billion in cash.
In 2019, we recognized aggregate non-operating losses of $396 million in connection with debt prepayments,
repurchases, and conversions of $1.80 billion of principal amount of notes (carrying value of $1.60 billion) for an
aggregate of $2.38 billion in cash.

63

Maturities of Notes Payable
As of September 2, 2021, maturities of notes payable were as follows:
2022
2023
2024
2025
2026
2027 and thereafter
Unamortized discounts

$

$

1
1,250
600
1,188
500
2,450
(21)
5,968

Commitments
As of September 2, 2021, we had commitments of approximately $6.5 billion for purchase obligations, of whichapproximately $5.0 billion will be due within one year. Purchase obligations include payments for the acquisition ofproperty, plant, and equipment, and other goods or services of either a fixed or minimum quantity and exclude anylease payments for leases that have been executed but have not yet commenced.

Contingencies
We are currently a party to legal actions other than those described below arising from the normal course ofbusiness, none of which are expected to have a material adverse effect on our business, results of operations, or
financial condition.

Patent Matters
As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may
in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights.
On August 12, 2014, MLC Intellectual Property, LLC filed a patent infringement action against Micron in the U.S.
District Court for the Northern District of California. The complaint alleges that Micron infringes a single U.S. patentand seeks damages, attorneys’ fees, and costs.
On November 21, 2014, Elm 3DS Innovations, LLC (“Elm”) filed a patent infringement action against Micron; Micron
Semiconductor Products, Inc.; and Micron Consumer Products Group, Inc. in the U.S. District Court for the Districtof Delaware. On March 27, 2015, Elm filed an amended complaint against the same entities. The amended
complaint alleges that unspecified semiconductor products of ours that incorporate multiple stacked die infringe 13
U.S. patents and seeks damages, attorneys’ fees, and costs. On July 14, 2021, the action was dismissed withprejudice pursuant to a stipulation of dismissal filed by the parties.
On December 15, 2014, Innovative Memory Solutions, Inc. filed a patent infringement action against Micron in the
U.S. District Court for the District of Delaware. The complaint alleges that a variety of our NAND products infringe
eight U.S. patents and seeks damages, attorneys’ fees, and costs. Subsequently, six patents were invalidated orwithdrawn, leaving two asserted patents in the District Court.
On March 19, 2018, Micron Semiconductor (Xi’an) Co., Ltd. (“MXA”) was served with a patent infringement
complaint filed by Fujian Jinhua Integrated Circuit Co., Ltd. (“Jinhua”) in the Fuzhou Intermediate People’s Court inFujian Province, China (the “Fuzhou Court”). On April 3, 2018, Micron Semiconductor (Shanghai) Co. Ltd. (“MSS”)
was served with the same complaint. The complaint alleges that MXA and MSS infringe a Chinese patent by
manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring MXA andMSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China;
64 | 2021 10-K

to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages of
98 million Chinese yuan plus court fees incurred.
On March 21, 2018, MXA was served with a patent infringement complaint filed by United Microelectronics
Corporation (“UMC”) in the Fuzhou Court. On April 3, 2018, MSS was served with the same complaint. The
complaint alleges that MXA and MSS infringe a Chinese patent by manufacturing and selling certain Crucial DDR4
DRAM modules. The complaint seeks an order requiring MXA and MSS to destroy inventory of the accused
products and equipment for manufacturing the accused products in China; to stop manufacturing, using, selling, andoffering for sale the accused products in China; and to pay damages of 90 million Chinese yuan plus court fees
incurred.
On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and an additional
complaint filed by UMC in the Fuzhou Court. The additional complaints allege that MSS infringes two Chinese
patents by manufacturing and selling certain Crucial MX300 SSDs. The complaint filed by UMC seeks an order
requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products
in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay
damages of 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order
requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products
in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay
damages of 98 million Chinese yuan plus court fees incurred.
On July 5, 2018, MXA and MSS were notified that the Fuzhou Court granted a preliminary injunction against thoseentities that enjoins them from manufacturing, selling, or importing certain Crucial and Ballistix-branded DRAM
modules and solid-state drives in China. The affected products made up slightly more than 1% of our annualized
revenue in 2018. We are complying with the ruling and have requested the Fuzhou Court to reconsider or stay its
decision.
On May 4, 2020, Flash-Control, LLC filed a patent infringement action against Micron in the U.S. District Court for
the Western District of Texas. The complaint alleges that four U.S. patents are infringed by unspecified DDR4
SDRAM, NVRDIMM, NVDIMM, 3D XPoint, and/or SSD products that incorporate memory controllers and flash
memory. The complaint seeks damages, attorneys’ fees, and costs. On July 21, 2020, in a separate matter, theDistrict Court ruled that two of the four asserted patents are invalid, and on July 14, 2021, the U.S. Court of Appeals
for the Federal Circuit affirmed the ruling of invalidity.
On April 28, 2021, Netlist, Inc. filed two patent infringement actions against Micron, Micron Semiconductor Products,
Inc. and Micron Technology Texas, LLC in the U.S. District Court for the Western District of Texas. The firstcomplaint alleges that a single U.S. patent is infringed by certain of our non-volatile dual in-line memory modules.
The second complaint alleges that three U.S. patents are infringed by certain of our load-reduced dual in-line
memory modules. Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs.
On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, Micron Semiconductor Products,
Inc., and Micron Technology Texas, LLC in the U.S. District Court for the Western District of Texas. The complaint
alleges that four U.S. patents are infringed by certain SSD products. The complaint seeks injunctive relief,damages, attorneys’ fees, and costs.
Among other things, the above lawsuits pertain to substantially all of our DRAM, NAND, and other memory andstorage products we manufacture, which account for substantially all of our revenue.

QimondaOn January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda’s insolvency proceedings, filed suit against
Micron and Micron Semiconductor B.V. (“Micron B.V.”), in the District Court of Munich, Civil Chamber. The complaintseeks to void, under Section 133 of the German Insolvency Act, a share purchase agreement between Micron B.V.
and Qimonda signed in fall 2008, pursuant to which Micron B.V. purchased substantially all of Qimonda’s shares of
Inotera (the “Inotera Shares”), representing approximately 18% of Inotera’s outstanding shares at that time, andseeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among
other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate,65

under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda
entered into at the same time as the share purchase agreement.
Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March
13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain
Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain
information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose thebenefits derived by it from ownership of the Inotera Shares, including in particular, any profits distributed on the
Inotera Shares and all other benefits; (4) denying Qimonda’s claims against Micron for any damages relating to thejoint venture relationship with Inotera; and (5) determining that Qimonda’s obligations under the patent cross-license
agreement are canceled. In addition, the court issued interlocutory judgments ordering, among other things: (1) that
Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda
estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron
B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. fromownership of the Inotera Shares. The interlocutory judgments had no immediate, enforceable effect and Micron,accordingly, has been able to continue to operate with full control of the Inotera Shares subject to further
developments in the case. On April 17, 2014, Micron and Micron B.V. filed a notice of appeal with the German
Appeals Court challenging the District Court’s decision. After opening briefs, the Appeals Court held a hearing on
the matter on July 9, 2015, and thereafter appointed an independent expert to perform an evaluation of Dr. Jaffé’s
claims that the amount Micron paid for Qimonda was less than fair market value. On January 25, 2018, the courtappointed expert issued a report concluding that the amount paid by Micron was within an acceptable fair-value
range. The Appeals Court held a subsequent hearing on April 30, 2019, and on May 28, 2019, the Appeals Court
remanded the case to the expert for supplemental expert opinion. On March 31, 2020, the expert presented arevised opinion to the Appeals Court which reaffirmed the earlier view that the amount paid by Micron was still within
an acceptable range of fair value. On March 4, 2021, the Appeals Court issued an order setting forth a new legal
view that whether the 2008 sale of Inotera Shares is voidable depends on the question whether, in October 2008,
Qimonda had a restructuring plan in place, and whether Micron was aware of and reasonably relied on that
restructuring plan sufficient to form a belief that Qimonda was not imminently illiquid.

Antitrust Matters
On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the
Northern District of California. Subsequently, two substantially identical cases were filed in the same court. The
lawsuits purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. On September 3,
2019, the District Court granted Micron’s motion to dismiss and allowed the plaintiffs the opportunity to file a
consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated, amended complaint that
purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint
asserted claims based on alleged price-fixing of DRAM products under federal and state law during the period from
June 1, 2016 to at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees,and other injunctive and equitable relief. On December 21, 2020, the District Court dismissed the plaintiffs’ claims
and entered judgment against them. On January 19, 2021, the plaintiffs filed a notice of appeal to the U.S. Court ofAppeals for the Ninth Circuit. On May 3, 2021, several plaintiffs filed a substantially identical complaint in the U.S.
District Court for the Northern District of California purportedly on behalf of a nationwide class of indirect purchasersof DRAM products. On July 19, 2021, the District Court dismissed the May 3, 2021 complaint pursuant to anagreement between the plaintiffs and Micron providing that the plaintiffs may refile the complaint if the District
Court’s December 21, 2020 dismissal order is not affirmed on appeal.
On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the
Northern District of California. Subsequently, four substantially identical cases were filed in the same court. On
October 28, 2019, the plaintiffs filed a consolidated, amended complaint. The consolidated complaint purported to
be on behalf of a nationwide class of direct purchasers of DRAM products. The consolidated complaint asserted
claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1,2016 through at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, andother injunctive and equitable relief. On December 21, 2020, the District Court granted Micron’s motion to dismissand granted the plaintiffs permission to file a further amended complaint. On January 11, 2021, the plaintiffs filed afurther amended complaint asserting substantially the same claims and seeking the same relief. On September 3,
2021, the District Court granted Micron’s motion to dismiss the further amended complaint with prejudice.

66 | 2021 10-K

Additionally, six cases have been filed in the following Canadian courts: Superior Court of Quebec, the Federal
Court of Canada, the Ontario Superior Court of Justice, and the Supreme Court of British Columbia. The
substantive allegations in these cases are similar to those asserted in the cases filed in the United States.
On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it wasinvestigating potential collusion and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018,
SAMR made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain informationas part of its investigation. We are cooperating with SAMR in its investigation.

Securities Matters
On March 5, 2019, a derivative complaint was filed by a shareholder against certain current and former officers anddirectors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District ofDelaware alleging securities fraud, breaches of fiduciary duties, and other violations of law involving
misrepresentations about purported anticompetitive behavior in the DRAM industry. The complaint seeks damages,
fees, interest, costs, and other appropriate relief.
On February 9, 2021, a derivative complaint was filed by a shareholder against Sanjay Mehrotra and other current
and former directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for theDistrict of Delaware alleging violations of securities laws, breaches of fiduciary duties, and other violations of law
involving allegedly false and misleading statements about Micron’s commitment to diversity and progress indiversifying its workforce, executive leadership, and Board of Directors. The complaint seeks damages, fees,
interest, costs, and an order requiring Micron to take various actions to allegedly improve its corporate governanceand internal procedures.

Other
On December 5, 2017, Micron filed a complaint against UMC and Jinhua in the U.S. District Court for the Northern
District of California. The complaint alleges that UMC and Jinhua violated the Defend Trade Secrets Act, the civil
provisions of the Racketeer Influenced and Corrupt Organizations Act, and California’s Uniform Trade Secrets Act
by misappropriating Micron’s trade secrets and other misconduct. Micron’s complaint seeks damages, restitution,
disgorgement of profits, injunctive relief, and other appropriate relief.
On June 13, 2019, current Micron employee, Chris Manning, filed a putative class action lawsuit on behalf of Micron
employees subject to the Idaho Wage Claim Act who earned a performance-based bonus after the conclusion of2018 whose performance rating was calculated based upon a mandatory percentage distribution range ofperformance ratings. On July 12, 2019, Manning and three other Company employees filed an amended complaint
as putative class action representatives. On behalf of themselves and the putative class, Manning and the threeother plaintiffs assert claims for violation of the Idaho Wage Claim Act, breach of contract, breach of the covenant ofgood faith and fair dealing, and fraud. On June 24, 2020, the court entered judgment in favor of Micron based on thestatute of limitations, and the plaintiffs filed a notice of appeal on July 23, 2020.
On July 31, 2020, Micron and Intel entered into a binding arbitration agreement under which the parties agreed topresent to an arbitral panel various financial disputes related to the IMFT joint venture between Micron and Intel,
which ended October 31, 2019, and to other agreements relating to the joint development, production, and sale ofnon-volatile memory products. Each party alleges that the other owes damages relating to allegations of breach of
one or more agreements.
On July 13, 2015, Allied Telesis, Inc. and Allied Telesis International (Asia) Pte Ltd. filed a complaint against Micronin the Superior Court of California in Santa Clara alleging breach of implied and express warranties and fraudulent
inducement to contract arising from plaintiffs’ purchase of certain allegedly defective DDR1 products between 2008
and 2010. Through subsequent amendments to the complaint, the plaintiffs substituted Allied Telesis K.K. as
plaintiff, withdrew the warranty claims, and added claims of fraudulent concealment, negligent misrepresentation,
negligence, and strict products liability. The plaintiff’s amended complaint seeks an unspecified award of damages,
including punitive damages and lost profits. On September 3, 2020, the Superior Court granted summary judgment
dismissing the claims for negligence and strict products liability and denied summary judgment as to the claims fornegligent misrepresentation, fraudulent concealment, and fraudulent inducement to contract. A trial is scheduled to
begin on January 10, 2022.
67

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligatedto indemnify another party. It is not possible to predict the maximum potential amount of future payments underthese types of agreements due to the conditional nature of our obligations and the unique facts and circumstances
involved in each particular agreement. Historically, our payments under these types of agreements have not had amaterial adverse effect on our business, results of operations, or financial condition.
We are unable to predict the outcome of the patent matters, Qimonda matter, antitrust matters, securities matters,binding arbitration with Intel, or any other matters noted above, and cannot make a reasonable estimate of thepotential loss or range of possible losses. A determination that our products or manufacturing processes infringe theintellectual property rights of others or entering into a license agreement covering such intellectual property could
result in significant liability and/or require us to make material changes to our products and/or manufacturing
processes. Any of the foregoing, as well as the resolution of any other legal matter noted above, could have amaterial adverse effect on our business, results of operations, or financial condition.
We are currently a party to legal actions other than those described in this note arising from the normal course ofbusiness, none of which are expected to have a material adverse effect on our business, results of operations, or
financial condition.

EquityMicron Shareholders’ Equity
Common Stock Repurchases: Our Board of Directors has authorized the discretionary repurchase of up to$10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiatedtransactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization
has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions andour ongoing determination of the best use of available cash. We repurchased 15.6 million shares of our common
stock for $1.20 billion in 2021 and 3.6 million shares for $176 million in 2020. Through September 2, 2021, we had
repurchased an aggregate of $4.04 billion under the authorization. Amounts repurchased are included in treasury
stock.
Dividends: On August 2, 2021, we announced that our Board of Directors had declared a quarterly dividend of$0.10 per share, payable in cash on October 18, 2021, to shareholders of record as of the close of business on
October 1, 2021.
Accumulated Other Comprehensive Income: Changes in accumulated other comprehensive income bycomponent for the year ended September 2, 2021 were as follows:
Gains(Losses) on
Derivative
Instruments
As of September 3, 2020$
Other comprehensive income before reclassifications
Amount reclassified out of accumulated othercomprehensive income
Tax effects
Other comprehensive income (loss)
As of September 2, 2021$

68 | 2021 10-K

PensionLiability
Adjustments

Unrealized
Gains(Losses) on
Investments

Cumulative
Foreign
Currency
Translation
Adjustment

Total

45 $
(52)

19 $
8

8 $
(6)

(1) $
2

71
(48)

(41)
26
(67)
(22) $

(1)
(4)
3
22 $

(3)
2
(7)
1 $

—
—
2
1 $

(45)
24
(69)
2

Fair Value Measurements
The estimated fair values and carrying values of our outstanding debt instruments (excluding the carrying value ofequity components of our convertible notes) were as follows:
2021
Fair
Value

As of
Notes
Convertible notes$

2020
Carrying
Value

6,584 $
—

Fair
Value

5,973 $—

Carrying
Value

6,710 $
634

6,026
131

The fair values of our convertible notes were determined based on Level 2 inputs, including the trading price of ourconvertible notes when available, our stock price, and interest rates based on similar debt issued by parties withcredit ratings similar to ours. The fair values of our other debt instruments were estimated based on Level 2 inputs,
including the trading price of our notes when available, discounted cash flows, and interest rates based on similar
debt issued by parties with credit ratings similar to ours.
Assets classified as held for sale are carried at the lower of estimated fair value or carrying value. Significant
judgments and assumptions are required to estimate their fair values. Actual selling prices could vary significantly
from our estimated fair value and we could recognize additional losses in the event that the sales prices of assets
classified as held for sale are lower than their carrying values.

Derivative Instruments
Notional orContractual
AmountAs of September 2, 2021
Derivative instruments with hedge accounting designation
Cash flow currency hedges
Cash flow commodity hedges
Fair value interest rate hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges

As of September 3, 2020
Derivative instruments with hedge accounting designation
Cash flow currency hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges

Fair Value ofAssets(1)3,601 $
45
900

10 $
2
5

(66)
—
—

996
$

3
20 $

(2)
(68)

1,845 $

41 $

(2)

1,587

4
45 $

(1)
(3)

$
(1)
(2)

Liabilities(2)Included in receivables – other and other noncurrent assets.
Included in accounts payable and accrued expenses – other and other noncurrent liabilities.

Derivative Instruments with Hedge Accounting Designation
Cash Flow Hedges: We utilize forward and swap contracts that generally mature within two years designated as
cash flow hedges for our exposure to changes in currency exchange rates or commodity prices for certain capital
expenditures and manufacturing costs. Forward and swap contracts are measured at fair value based on market69

based observable inputs including market spot and forward rates, interest rates, and credit-risk spreads (Level 2).
We do not use derivative instruments for speculative purposes. We recognized losses of $52 million and gains of$51 million for 2021 and 2020, respectively, in accumulated other comprehensive income from cash flow hedges.
The amounts recognized in 2019 were not significant. We recognized losses of $14 million in 2021 in cost of goods
sold related to the amounts excluded from hedge effectiveness testing. The amounts recognized in 2020 and 2019were not significant. We reclassified $41 million of gains in 2021 from accumulated other comprehensive income toearnings, primarily to cost of goods sold. The reclassifications were not significant in 2020 or 2019. As of
September 2, 2021, we expect to reclassify $12 million of pre-tax losses related to cash flow hedges fromaccumulated other comprehensive income into earnings in the next 12 months. Substantially all of the cash flow
hedging relates to foreign currency contracts for all periods presented, and the commodity hedges had animmaterial impact.
Fair Value Hedges: We utilize fixed-to-floating interest rate swaps designated as fair value hedges to minimize
certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest
rates. Interest rate swaps are measured at fair value based on market-based observable inputs including interest
rates and credit-risk spreads (Level 2). The changes in the fair values of derivatives designated as fair value hedges
and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings. Whena derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, theremaining unamortized difference between the carrying value of the hedged item at that time and the face value ofthe hedged item is amortized to earnings over the remaining life of the hedged item, or immediately if the hedged
item has matured or been extinguished. The effects of fair value hedges on our consolidated statements ofoperations, recognized in interest expense, were not significant for the periods presented.

Derivative Instruments without Hedge Accounting Designation
Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature
within three months to hedge our exposures of monetary assets and liabilities from changes in currency exchange
rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the
U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked tomarket. Currency forward contracts are valued at fair values based on the middle of bid and ask prices of dealers or
exchange quotations (Level 2). Realized and unrealized gains and losses on derivative instruments without hedge
accounting designation as well as the changes in the underlying monetary assets and liabilities from changes incurrency exchange rates are included in other non-operating income (expense), net. For derivative instruments
without hedge accounting designation, we recognized gains of $21 million and losses of $32 million for 2020 and
2019, respectively. The amounts recognized in 2021 were not significant.
Convertible Notes Settlement Obligations: For settlement obligations associated with our convertible notes
subject to mark-to-market accounting treatment, the fair values of the underlying derivative settlement obligations
were initially determined using the Black-Scholes option valuation model (Level 2), which requires inputs of stock
price, expected stock-price volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent
measurement amounts were based on the volume-weighted-average trading price of our common stock (Level 2).
(See “Debt.”) We recognized losses $14 million and $58 million for 2020 and 2019, respectively, in other nonoperating income (expense), net for the changes in fair value of the derivative settlement obligations. The amounts
recognized in 2021 were not significant.

Derivative Counterparty Credit Risk and Master Netting Arrangements
Our derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms ofthe contracts. Our maximum exposure to loss due to credit risk if counterparties fail completely to perform according
to the terms of the contracts would generally equal the fair value of assets for these contracts as listed in the tables
above. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreadingrisk across multiple financial institutions. As of September 2, 2021 and September 3, 2020, amounts netted under
our master netting arrangements were not significant.

70 | 2021 10-K

Equity Plans
As of September 2, 2021, 104 million shares of our common stock were available for future awards under our equity
plans, including 23 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)
As of September 2, 2021, there were 20 million shares of Restricted Stock Awards outstanding, 17 million of whichcontained only service conditions. For service-based Restricted Stock Awards, restrictions generally lapse in onefourth or one-third increments during each year of employment after the grant date. Restrictions generally lapse on
Restricted Stock with performance or market conditions as conditions are met over a 3-year period. At the end of
the performance period, the number of actual shares to be awarded will vary between 0% and 200% of target
amounts, depending upon the achievement level. Restricted Stock Awards activity for 2021 is summarized asfollows:
WeightedAverage Grant
Date Fair Value
Per Share

Number of
SharesOutstanding as of September 3, 2020
GrantedRestrictions lapsed
Canceled
Outstanding as of September 2, 2021

17 $
11
(6)
(2)
20

For the year ended
Restricted stock award shares granted
Weighted-average grant-date fair value per share
Aggregate vesting-date fair value of shares vested

2021

2020
11
53.58 $
385 $

$
$

42.13
53.58
38.99
41.54
49.39
2019

8
46.44 $
294 $

9
41.11
248

Employee Stock Purchase Plan (“ESPP”)
Our ESPP was offered to substantially all employees beginning in August 2018 and permitted eligible employees topurchase shares of our common stock through payroll deductions of up to 10% of their eligible compensation,subject to certain limitations prior to August 2021. Beginning in August 2021, employees are permitted to deduct up
to 15% of their eligible compensation to purchase shares under the ESPP. The purchase price of the shares under
the ESPP equals 85% of the lower of the fair market value of our common stock on either the first or last day ofeach six-month offering period. Compensation expense is calculated as of the beginning of the offering period as
the fair value of the employees’ purchase rights utilizing the Black-Scholes option valuation model and is recognizedover the offering period. Grant-date fair value and assumptions used in the Black-Scholes option valuation model
were as follows:
For the year ended
Weighted-average grant-date fair value per share
Average expected life in years
Weighted-average expected volatility
Weighted-average risk-free interest rate
Expected dividend yield

2021
$

2020
20.71 $
0.5
41 %
0.1 %
0.3 %

2019
14.24 $
0.5
45 %
0.8 %
0.0 %

11.60
0.5
45 %
2.2 %
0.0 %

Under the ESPP, employees purchased 3 million shares of common stock for $140 million in 2021 and 3 million
shares for $118 million in 2020.

71

Stock Options
As of September 2, 2021, stock options of 4 million shares were outstanding, which are generally exercisable inincrements of either one-fourth or one-third per year beginning one year from the date of grant. Stock options expire
8 years from the date of grant. We did not grant any stock options in 2021 or 2020 and options granted in 2019were not material. Stock options of 3 million shares were exercised in 2021. The total intrinsic value for options
exercised was $143 million, $130 million, and $108 million in 2021, 2020, and 2019, respectively.

Stock-based Compensation Expense
For the year ended
Stock-based compensation expense by caption
Cost of goods soldResearch and development
Selling, general, and administrative

2021
$

$
Stock-based compensation expense by type of award
Restricted stock awards
ESPP
Stock options

$

$

2020

2019

186 $
110
99
395 $

139 $
86
103
328 $

102
68
73
243

333 $
52
10
395 $

272 $
39
17
328 $

178
32
33
243

Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlementof the related share-based awards. Income tax benefits for share-based awards were $83 million, $72 million, and$66 million for 2021, 2020, and 2019, respectively. Stock-based compensation expense of $30 million and $42
million was capitalized and remained in inventory as of September 2, 2021 and September 3, 2020, respectively. As
of September 2, 2021, $691 million of total unrecognized compensation costs for unvested awards, before the effectof any future forfeitures, was expected to be recognized through the fourth quarter of 2025, resulting in a weightedaverage period of 1.2 years.

Employee Benefit Plans
We have employee retirement plans at our U.S. and international sites. Details of significant plans are as follows:

Employee Savings Plan for U.S. Employees
We have a 401(k) retirement plan under which U.S. employees may contribute up to 75% of their eligible pay,
subject to Internal Revenue Service annual contribution limits, to various savings alternatives, none of which include
direct investment in our stock. We match in cash eligible contributions from employees up to 5% of the employee’s
annual eligible earnings. Contribution expense for the 401(k) plan was $77 million, $66 million, and $67 million in
2021, 2020, and 2019, respectively.

Retirement Plans
We have pension plans available to employees at various foreign sites. As of September 2, 2021, the projected
benefit obligations of our plans were $222 million and plan assets were $256 million. As of September 3, 2020, theprojected benefit obligations of our plans were $202 million and plan assets were $222 million. Pension expense
was not material for 2021, 2020, or 2019.

72 | 2021 10-K

Revenue and Customer Contract Liabilities
Revenue by Technology
Revenue by technology is presented in the table below:
For the year ended
DRAM
NAND
Other (primarily 3D XPoint memory and NOR)

2021
$

$

2020

20,039 $
7,007
659
27,705 $2019

14,510 $
6,131
794
21,435 $16,841
5,355
1,210
23,406

Beginning in 2020, revenues for MCPs and SSDs, which contain both DRAM and NAND, are disaggregated into
DRAM and NAND based on the relative values of each component. The amounts for 2019 in the table above havebeen conformed to the current period presentation.
See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

Customer Contract Liabilities
Our contract liabilities from customer advances are for advance payments received from customers to secure
product in future periods. Other contract liabilities consist of amounts received in advance of satisfying performanceobligations. These balances are reported within other current liabilities and other noncurrent liabilities. Revenue
recognized during 2021 from the ending balance of 2020 included $64 million from meeting performance obligationsof other contract liabilities and shipments against customer advances. The following table presents contract
liabilities:
As ofContract liabilities from customer advances
Other contract liabilities

2021
$
$

2020
74 $
—
74 $

40
25
65

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to ourcustomers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.
Substantially all contracts with our customers are short-term in duration at fixed, negotiated prices with payment
generally due shortly after delivery. From time to time, we have contracts with initial terms that include performanceobligations that extend beyond one year. As of September 2, 2021, our future performance obligations were$117 million, substantially all of which are expected to be recognized as revenue within one year.
As of September 2, 2021 and September 3, 2020, other current liabilities included $846 million and $466 million for
estimates of consideration payable to customers, respectively, including estimates for pricing adjustments andreturns.

73

Restructure and Asset Impairments
For the year ended
Restructure and asset impairments

2021
$

2020
488 $

2019
60 $

(29)

Restructure and asset impairments for 2021 are primarily due to the planned sale of our Lehi, Utah facility. (See“Lehi, Utah Fab and 3D XPoint.”) Restructure and asset impairments for 2020 primarily related to asset impairments
and employee relocation and severance costs related to right-sizing our Lehi, Utah facility. In 2019, we finalized thesale of our 200mm fabrication facility in Singapore and recognized restructure gains of $128 million. Other
restructure and asset impairments for 2019 primarily related to our continued emphasis to centralize certain key
functions.

Other Operating (Income) Expense, Net
For the year ended
Patent license charges(Gain) loss on disposition of property, plant, and equipment
Other

2021
$

2020
128 $
(24)
(9)
95 $

$

2019
— $
(3)
11
8 $

—
43
35
78

Other Non-Operating Income (Expense), Net
For the year ended
Gain (loss) on investments
Gain (loss) on debt prepayments, repurchases, and conversions
Other

2021
$

$

74 | 2021 10-K

2020
82 $
(1)
—
81 $

2019
22 $
40
(2)
60 $

(4)
(396)
(5)
(405)

Income Taxes
Our income tax (provision) benefit consisted of the following:
For the year ended

2021

Income (loss) before income taxes, net income (loss) attributable to noncontrollinginterests, and equity in net income (loss) of equity method investees
U.S.
Foreign$$

Income tax (provision) benefit
Current
U.S. federal
State
Foreign$

Deferred
U.S. federal
State
Foreign

Income tax (provision) benefit

$

2020

2019

(211) $
6,429
6,218 $

308 $
2,675
2,983 $

(67)
7,115
7,048

(42) $
(1)
(370)
(413)

(20) $
(2)
(148)
(170)

(36)
(2)
(319)
(357)

(9)
28
—
19

39
23
(172)
(110)

(146)
91
(281)
(336)

(394) $

(280) $

(693)

The table below reconciles our tax (provision) benefit based on the U.S. federal statutory rate to our effective rate:
For the year ended
U.S. federal income tax (provision) benefit at statutory rate
Change in unrecognized tax benefits
U.S. tax on foreign operations
Foreign tax rate differential
Debt premium deductions
Research and development tax credits
Change in valuation allowance
State taxes, net of federal benefit
Foreign derived intangible income deduction
Other
Income tax (provision) benefit2021$ (1,306)
(238)
(226)
951
130
123
54
59
18
41
$
(394)

2020
21.0 % $
3.8 %
3.6 %
(15.3)%(2.1)%(2.0)%(0.9)%(0.9)%(0.3)%(0.6)%
6.3 % $

(626)
(33)
(14)
253
—
62
(20)
23
67
8
(280)

2019
21.0 % $ (1,480)
1.1 %
(59)
0.5 %
(327)
(8.5)%
993—%—(2.1)%
92
0.7 %
(40)
(0.8)%
102(2.2)%—(0.3)%
26
9.4 % $
(693)

21.0 %
0.8 %4.6 %(14.1)%—%(1.3)%
0.6 %(1.4)%—%(0.4)%
9.8 %We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive
arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, inpart, upon meeting certain business operations and employment thresholds. The effect of tax incentive
arrangements reduced our tax provision by $758 million (benefiting our diluted earnings per share by $0.66) for
2021, by $215 million ($0.19 per diluted share) for 2020, and by $756 million ($0.66 per diluted share) for 2019.
As of September 2, 2021, certain non-U.S. subsidiaries had cumulative undistributed earnings of $3.53 billion thatwere deemed to be indefinitely reinvested. A provision has not been recognized to the extent that distributions fromsuch subsidiaries are subject to additional foreign withholding or state income tax. Determination of the amount of
unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.

75

Pursuant to SEC Staff Accounting Bulletin No. 118, measurement period adjustments in 2019 related to the Tax
Cuts and Jobs Act included $47 million of benefit for the repatriation tax, net of adjustments related to uncertain tax
positions. We recognize the foreign minimum tax in the period the tax is incurred.
Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities
for financial reporting and income tax purposes as well as carryforwards. Deferred tax assets and liabilities consistof the following:
As of

2021

Deferred tax assets
Net operating loss and tax credit carryforwards
Accrued salaries, wages, and benefits
Operating lease liabilities
Property, plant, and equipment
Other
Gross deferred tax assets
Less valuation allowance
Deferred tax assets, net of valuation allowance

$

783 $
206
109
37
115
1,250
(233)
1,017

912
176
114
—
91
1,293
(294)
999

(90)
(12)
—
(143)
(245)

(95)
(57)
(50)
(99)
(301)

$

772 $

698

$

782 $
(10)
772 $

707
(9)
698

Deferred tax liabilities
Right-of-use assets
Product and process technology
Property, plant, and equipment
Other
Deferred tax liabilities
Net deferred tax assets
Reported as
Deferred tax assets
Deferred tax liabilities (included in other noncurrent liabilities)
Net deferred tax assets

2020

$

We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not thatexisting deferred tax assets will be realized. As of September 2, 2021, and September 3, 2020, we had a valuation
allowance of $233 million and $294 million, respectively, against our net deferred tax assets, primarily related tocarryforwards in Malaysia and Japan. Changes in 2021 in the valuation allowance were due to loss expirations
during the year, offset by adjustments based on management’s assessment of tax credits, allowances and net
operating losses that are more likely than not to be realized.
As of September 2, 2021, our net operating loss carryforward amounts and expiration periods, as reported to tax
authorities, were as follows:Year of Expiration
2022 - 2026
2027 - 2031
2032 - 2036
2037 - 2041
Indefinite

State
$

$

76 | 2021 10-K

49 $
537
355
61
1
1,003 $Japan

Malaysia
617 $
—
—
—
—
617 $

— $
—
—
—
606
606 $

Singapore
— $
—
—
—
477
477 $

Other

Total
1 $
—
—
—
7
8 $

667
537
355
61
1,091
2,711

As of September 2, 2021, our federal and state tax credit carryforward amounts and expiration periods, as reported
to tax authorities, were as follows:Year of Tax Credit Expiration
2022 - 2026
2027 - 2031
2032 - 2036
2037 - 2041
Indefinite

U.S. Federal
$

State

— $
—
32
364
—
396 $

$

Total
45 $
84
132
5
104
370 $

45
84
164
369
104
766

Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:
For the year ended
Beginning unrecognized tax benefits
Increases related to tax positions from prior years
Increases related to tax positions taken in current year
Decreases related to tax positions from prior years
Ending unrecognized tax benefits

2021
$

2020
411 $
2
260
(13)
660 $

$

2019
383 $
14
27
(13)
411 $

261
124
44
(46)
383

As of September 2, 2021, gross unrecognized tax benefits were $660 million, substantially all of which would affectour effective tax rate in the future, if recognized. Increases to unrecognized tax benefits were primarily due to tax
return positions taken during 2021. Amounts accrued for interest and penalties related to uncertain tax positions
were not significant for any period presented. The resolution of tax audits or expiration of statute of limitations could
also reduce our unrecognized tax benefits. Although the timing of final resolution is uncertain, the estimatedpotential reduction in our unrecognized tax benefits in the next 12 months would not be significant.
We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various
foreign jurisdictions throughout the world. We regularly engage in discussions and negotiations with tax authorities
regarding tax matters, including transfer pricing, and we continue to defend any and all such claims presented. Our
U.S. federal and state tax returns remain open to examination for 2017 through 2021. We are currently under audit
by the Internal Revenue Service for our 2018 and 2019 tax years. In addition, tax returns that remain open to
examination in Singapore, Taiwan and Japan range from the years 2015 to 2021. We believe that adequate
amounts of taxes and related interest and penalties have been provided, and any adjustments as a result of
examinations are not expected to materially adversely affect our business, results of operations, or financial
condition.

Earnings Per Share
For the year ended
Net income attributable to Micron – Basic
Assumed conversion of debt
Net income attributable to Micron – Diluted

2021
$
$

Weighted-average common shares outstanding – Basic
Dilutive effect of equity plans and convertible notes
Weighted-average common shares outstanding – Diluted
Earnings per share
Basic
Diluted

$

2020

2019

5,861 $—
5,861 $

2,687 $
(4)2,683 $

6,313
(12)
6,301

1,120
21
1,141

1,110
21
1,131

1,114
29
1,143

5.23 $
5.14

2.42 $
2.37

5.67
5.51

77

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilutebasic earnings per share in the future, were as follows at the end of the periods shown:
For the year ended
Equity plans

2021

2020
2

2019
5

8

Segment and Other Information
Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating
decision maker. We have the following four business units, which are our reportable segments:
Compute and Networking Business Unit (“CNBU”): Includes memory products sold into client, cloud server,
enterprise, graphics, and networking markets.
Mobile Business Unit (“MBU”): Includes memory and storage products sold into smartphone and other mobiledevice markets.
Storage Business Unit (“SBU”): Includes SSDs and component-level solutions sold into enterprise and cloud,client, and consumer storage markets, and other discrete storage products sold in component and wafer form.
Embedded Business Unit (“EBU”): Includes memory and storage products sold into automotive, industrial, andconsumer markets.
Certain operating expenses directly associated with the activities of a specific segment are charged to that segment.
Other indirect operating income and expenses are generally allocated to segments based on their respective
percentage of cost of goods sold or forecasted wafer production. We do not identify or report internally our assets(other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method
investments, interest, other non-operating income or expense items, or taxes to segments. As of September 2, 2021
and September 3, 2020, CNBU, MBU, SBU, and EBU had goodwill of $832 million, $198 million, $101 million, and$97 million, respectively.

78 | 2021 10-K

For the year ended
Revenue
CNBU
MBU
SBU
EBU
All Other

2021
$

$
Operating income (loss)
CNBU
MBU
SBU
EBU
All Other$

Unallocated
Stock-based compensation
Inventory accounting policy change to FIFO
Change in inventory cost absorption
3D XPoint inventory write-downRestructure and asset impairments
Patent license charges
Employee severance
Other

Operating income

$

2020

2019

12,280 $
7,203
3,973
4,209
40
27,705 $9,184 $
5,702
3,765
2,759
25
21,435 $

9,968
6,403
3,826
3,137
72
23,406

4,295 $
2,173
173
1,006
20
7,667

2,010 $
1,074
36
301
(2)
3,419

4,645
2,606
(386)
923
13
7,801

(395)
(133)
(160)
(49)
(488)
(128)
—
(31)
(1,384)

(328)
—
—
—
(60)
—
—
(28)
(416)

(243)
—
—
—
32
—
(116)
(98)
(425)

6,283 $

3,003 $

7,376

Depreciation and amortization expense included in operating income was as follows:
For the year ended
CNBU
MBU
SBU
EBU
All Other
Unallocated

2021
$

$

2,497 $
1,101
1,028
1,553
8
27
6,214 $

2020
2,318 $
1,436
1,115
741
12
28
5,650 $

2019
1,833
1,235
1,555
748
27
26
5,424

79

Certain Concentrations
Revenue by market segment as an approximate percent of total revenue is presented in the table below:
For the year ended

2021

MobileClient and graphics
Enterprise and cloud server
SSDs and other storage
Automotive, industrial, and consumer

2020
25 %
20 %
20 %
15 %
15 %

2019
25 %
20 %
20 %
20 %
15 %

25 %
20 %
20 %
15 %
15 %

Revenue from WPG Holdings Limited was 13% of total revenue in 2021. Revenue from Kingston Technology
Company, Inc. was 11% of total revenue for 2020 and 2019. Revenue from Huawei Technologies Co. Ltd. was 12%of total revenue for 2019. Our sales to WPG were included in our MBU, CNBU, EBU, and SBU segments; our sales
to Kingston were included in our CNBU, MBU, and SBU segments; and our sales to Huawei were included in our
MBU, CNBU, SBU, and EBU segments.
We generally have multiple sources of supply for our raw materials and production equipment; however, only alimited number of suppliers are capable of delivering certain raw materials and production equipment that meet ourstandards and, in some cases, materials or production equipment are provided by a single supplier.
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money
market accounts, certificates of deposit, fixed-rate debt securities, trade receivables, share repurchase, andderivative contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit theconcentration of credit exposure by restricting investments with any single obligor and monitoring credit risk of bankcounterparties on an ongoing basis. A concentration of credit risk may exist with respect to receivables of certain
customers. We perform ongoing credit evaluations of customers worldwide and generally do not require collateralfrom our customers. Historically, we have not experienced material losses on receivables. A concentration of risk
may also exist with respect to our foreign currency hedges as the number of counterparties to our hedges is limited
and the notional amounts are relatively large. We seek to mitigate such risk by limiting our counterparties to major
financial institutions and through entering into master netting arrangements.

Geographic Information
Revenue based on the geographic location of our customers’ headquarters was as follows:
For the year ended
United States
TaiwanMainland China (excluding Hong Kong)
Hong KongJapan
Other Asia Pacific
Other

2021
$

$

80 | 2021 10-K

12,155 $
6,606
2,456
2,582
1,652
1,420
834
27,705 $2020
10,381 $
3,657
2,337
1,792
1,387
1,157
724
21,435 $2019
12,451
2,703
3,595
1,614
958
1,032
1,053
23,406

Long-lived assets by geographic area consisted of property, plant, and equipment and right-of-use assets and wereas follows:
As of
TaiwanSingaporeJapan
United States(1)Malaysia
China
Other

2021
$

$
(1)

11,457 $
9,411
7,222
5,205
757
436
175
34,663 $2020
10,516
8,161
6,478
5,434
385
478
163
31,615

Included $899 million (net of impairment) as of September 2, 2021 of property, plant, and equipment for our
Lehi facility that was classified as held for sale and presented in other current assets.

81

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Micron Technology, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Micron Technology, Inc. and its subsidiaries(the “Company”) as of September 2, 2021 and September 3, 2020, and the related consolidated statements ofoperations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the
period ended September 2, 2021, including the related notes and schedule of valuation and qualifying accounts foreach of the three years in the period ended September 2, 2021 appearing under Item 15 (collectively referred to as
the “consolidated financial statements”). We also have audited the Company’s internal control over financial
reporting as of September 2, 2021, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of the Company as of September 2, 2021 and September 3, 2020, and the results of its operations
and its cash flows for each of the three years in the period ended September 2, 2021 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in allmaterial respects, effective internal control over financial reporting as of September 2, 2021, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the COSO.
Changes in Accounting Principle
As discussed in the Significant Accounting Policies and Inventories notes to the consolidated financial statements,
the Company changed the manner in which it accounts for inventory costing from the average cost inventory
accounting method to the first-in, first-out inventory accounting method and the manner in which it classifies spareparts for equipment from raw materials inventories to other current assets in 2021, and the manner in which it
accounts for leases in 2020.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent withrespect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulationsof the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we planand perform the audits to obtain reasonable assurance about whether the consolidated financial statements are freeof material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing proceduresthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.

82 | 2021 10-K

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (iii) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved ourespecially challenging, subjective, or complex judgments. The communication of critical audit matters does not alterin any way our opinion on the consolidated financial statements, taken as a whole, and we are not, bycommunicating the critical audit matter below, providing a separate opinion on the critical audit matter or on theaccounts or disclosures to which it relates.
Valuation of Inventories (Finished goods and Work in process)As described in the Significant Accounting Policies and Inventories notes to the consolidated financial statements,
as of September 2, 2021, the Company had a net inventory balance for finished goods and work in process
inventory totaling approximately $4 billion. As disclosed by management, determining the net realizable value of theCompany's net inventories involves significant judgments, including projecting future average selling prices andfuture sales volumes.
The principal considerations for our determination that performing procedures relating to the valuation of finishedgoods and work in process inventories is a critical audit matter are the significant judgment by management indetermining the net realizable value of inventories, which in turn led to significant auditor judgment, subjectivity andeffort in performing procedures over the reasonableness of the significant assumptions related to future average
selling prices and future sales volumes, used to estimate the net realizable value of finished goods and work inprocess inventories.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming ouroverall opinion on the consolidated financial statements. These procedures included testing the effectiveness ofcontrols relating to management’s estimate of the net realizable value of finished goods and work in process
inventories, significant assumptions, and data used to value the inventories. These procedures also included,
among others, testing management's process for developing the net realizable value estimate of finished goods andwork in process inventories; evaluating the appropriateness of management’s estimated net realizable value
methodology; testing the completeness, accuracy, and relevance of underlying data used in the estimate of net
realizable value of finished goods and work in process inventories; and evaluating the reasonableness ofmanagement's assumptions related to future average selling prices and future sales volumes. Evaluating
management's assumptions related to future average selling prices and future sales volumes involved evaluating
whether the assumptions used by management were reasonable considering (i) current and past results, including
recent sales, (ii) the consistency with external market, industry data and current contract prices, (iii) a comparison of
the prior year estimates to actual results in the current year, and (iv) whether these assumptions were consistent
with evidence obtained in other areas of the audit.

83

/s/ PricewaterhouseCoopers LLP
San Jose, California
October 8, 2021
We have served as the Company’s auditor since 1984.

84 | 2021 10-K

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation of our management, including ourprincipal executive officer and principal financial officer, of the effectiveness of the design and operation of ourdisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the principal executive
officer and principal financial officer concluded that those disclosure controls and procedures were effective toensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act
are recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules andforms and that such information is accumulated and communicated to our management, including the principal
executive officer and principal financial officer, to allow timely decisions regarding disclosure.
During the fourth quarter of 2021, there were no changes in our internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance withaccounting principles generally accepted in the United States of America. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonabledetail accurately reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance withauthorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal
control over financial reporting was effective as of September 2, 2021. The effectiveness of our internal control overfinancial reporting as of September 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.

ITEM 9B. OTHER INFORMATION
None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS
Not applicable.

85

PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Certain information concerning our executive officers is included under the caption, “Information About Our
Executive Officers” in Part I, Item 1 of this report. Other information required by Items 10, 11, 12, 13, and 14 will becontained in our 2021 Proxy Statement which will be filed with the SEC within 120 days after September 2, 2021
and is incorporated herein by reference.

86 | 2021 10-K

PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE(a) The following documents are filed as part of this report:
1
2

Financial Statements: See our consolidated financial statements under Item 8.
Financial Statement Schedule:
See “Schedule II – Valuation and Qualifying Accounts” within Item 15 below.
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable,or the information is otherwise included.

3

Exhibits. See “Index to Exhibits” within Item 15 below.

87

SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(in millions)

Balance at
Beginning ofYear
Deferred Tax Asset Valuation AllowanceYear ended September 2, 2021
Year ended September 3, 2020
Year ended August 29, 201988 | 2021 10-K$

Charged(Credited) toIncome Tax
Provision

294 $
277
228

Currency
Translation
and Charges
to OtherAccounts(54) $
20
40

(7) $
(3)
9

Balance at
End of
Year
233
294
277

Index to Exhibits
Exhibit
NumberDescription of Exhibit
3.1
Restated Certificate of Incorporation of the Registrant
3.2
Bylaws of the Registrant, Amended and Restated
4.1
Indenture, dated as of February 6, 2019, by and between Micron
Technology, Inc. and U.S. Bank National Association, as Trustee
4.2First Supplemental Indenture, dated as of February 6, 2019, by andbetween Micron Technology, Inc. and U.S. Bank National
Association, as Trustee
4.3
Form of Note for Micron Technology, Inc.’s 4.640% Senior Notes
due 2024 (included in Exhibit 4.2)
4.4
Form of Note for Micron Technology, Inc.’s 4.975% Senior Notes
due 2026 (included in Exhibit 4.2)
4.5
Form of Note for Micron Technology, Inc.’s 5.327% Senior Notes
due 2029 (included in Exhibit 4.2)
4.6
Second Supplemental Indenture, dated as of July 12, 2019, by andbetween Micron Technology, Inc. and U.S. Bank National
Association, as Trustee
4.7
Form of Note for Micron Technology, Inc.’s 4.185% Senior Notes
due 2027 (included in Exhibit 4.6)
4.8
Form of Note for Micron Technology, Inc.’s 4.663% Senior Notes
due 2030 (included in Exhibit 4.6)
4.9
Third Supplemental Indenture, dated as of April 24, 2020, by andbetween Micron Technology, Inc. and U.S. Bank National
Association, as Trustee
4.10
Form of Note for Micron Technology, Inc.’s 2.497% Senior Notes
due 2023 (included in Exhibit 4.9)
4.11
Description of Registrant’s Securities
10.1**
Micron Technology, Inc. Executive Officer Performance IncentivePlan
10.2**
Amended and Restated 2004 Equity Incentive Plan
10.3**
2004 Equity Incentive Plan Forms of Agreement and Terms andConditions
10.4**
Amended and Restated 2007 Equity Incentive Plan
10.5**
10.6**
10.7**
10.8*
10.9**
10.10**
10.11*
10.12**
10.13**
10.14**
10.15**

2007 Equity Incentive Plan Forms of Agreement and Terms andConditions
Nonstatutory Stock Option Plan, as Amended
Nonstatutory Stock Option Plan Form of Agreement and Terms andConditions
Patent License Agreement, dated September 15, 2006, by andamong Toshiba Corporation, Acclaim Innovations, LLC, and Micron
Technology, Inc.
Form of Indemnification Agreement between the Registrant and its
officers and directors
Form of Severance Agreement
Technology Transfer and License Option Agreement for 20NM
Process Node, dated as of January 17, 2013, by and between
Micron Technology, Inc. and Nanya Technology Corporation
Deferred Compensation Plan, as amended
Executive Agreement, dated April 26, 2017, by and between Micron
Technology, Inc. and Sanjay Mehrotra
Severance Benefits for Sumit Sadana
Form of Amendment to Executive/Severance Agreement

Filed
Herewith

Form
8-K
8-K
8-K

PeriodEndingExhibit/FilingAppendixDate
99.2
1/26/15
3.1
2/16/214.1
2/6/198-K

4.2

2/6/198-K

4.3

2/6/198-K

4.4

2/6/198-K

4.5

2/6/198-K

4.2

7/12/19

8-K

4.3

7/12/19

8-K

4.4

7/12/19

8-K

4.2

4/24/20

8-K

4.3

4/24/20

9/3/204.13
B

10/19/20
12/7/17

9/1/16
9/1/1610.6
10.7

10/28/16
10/28/16

A

12/1/20

10-K
DEF
14A
10-K
10-K
DEF
14A
10-K

9/1/16

10.9

10/28/16

10-K
10-K

9/1/16
9/1/16

10.10
10.11

10/28/16
10/28/16

10-Q

11/30/06

10.66

1/16/07

10-Q

2/27/1410.3

4/7/148-K
10-Q/A

2/28/13

99.2
10.126

11/1/07
8/7/13

10-Q
10-Q

3/4/21
6/1/17

10.15
10.67

4/1/21
6/30/17

10-Q
8-K

11/30/17

10.70
99.1

12/20/17
11/13/17

89

Exhibit
Number
10.16**
10.17**
10.18**
10.19

10.20

21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE104

Description of Exhibit
Severance Benefits for Manish Bhatia
Micron Technology, Inc. Employee Stock Purchase Plan
Severance Benefits for David A. Zinsner
Credit Agreement, dated as of May 14, 2021, by and among Micron
Technology, Inc., as borrower, HSBC Bank USA, National
Association, as administrative agent, the other agents party thereto,and each financial institution party from time to time thereto
Term Loan Credit Agreement, dated as of May 14, 2021, by andamong Micron Technology, Inc., as borrower, Wells Fargo Bank,
National Association, as administrative agent, the other agents party
thereto, and each financial institution party from time to time thereto
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Rule 13a-14(a) Certification of Chief Executive Officer
Rule 13a-14(a) Certification of Chief Financial Officer
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
Inline XBRL Instance Document - the instance document does notappear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL andcontained in Exhibit 101)

Filed
Herewith

Form
10-Q

PeriodExhibit/FilingEnding Appendix
Date
11/30/17 10.74
12/20/17

10-Q
10-Q

3/1/18
6/3/21

10.76
10.22

3/23/18
7/1/21

10-Q

6/3/21

10.23

7/1/21

X

X
X
X
X
X
X
X
X
X
X
X
X
X

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with theCommission.
** Indicates management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY
None.

90 | 2021 10-K

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Micron Technology, Inc.
By:

Date October 8, 2021/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature

Title

Date

/s/ Sanjay Mehrotra(Sanjay Mehrotra)

President andChief Executive Officer andDirector(Principal Executive Officer)

October 8, 2021/s/ David A. Zinsner(David A. Zinsner)

Senior Vice President andChief Financial Officer(Principal Financial Officer)

October 8, 2021

/s/ Scott Allen(Scott Allen)

Corporate Vice President andChief Accounting Officer(Principal Accounting Officer)

October 8, 2021

/s/ Richard M. Beyer(Richard M. Beyer)

Director

October 8, 2021

/s/ Lynn Dugle(Lynn Dugle)

Director

October 8, 2021

/s/ Steve Gomo
(Steve Gomo)

Director

October 8, 2021

/s/ Linnie Haynesworth(Linnie Haynesworth)

Director

October 8, 2021

/s/ Mary Pat McCarthy(Mary Pat McCarthy)

Director

October 8, 2021

/s/ Robert E. Switz(Robert E. Switz)

Chair of the Board
Director

October 8, 2021

/s/ MaryAnn Wright(MaryAnn Wright)

Director

October 8, 2021

91

Exhibit 4.13
DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934
Micron Technology, Inc. (the “Company,” “we,” “our,” or “us”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common
stock.
Description of Common Stock
The following summary describes our common stock and certain provisions of our amended andrestated certificate of incorporation and our by-Laws, as amended, and the General Corporation
Law of the State of Delaware (the "DGCL"). Because the following is only a summary, it does
not contain all of the information that may be important to you. For a complete description, you
should refer to our amended and restated certificate of incorporation and by-Laws, as amended,copies of which are exhibits to the Annual Report on Form 10-K to which this description is an
exhibit.
Our authorized common stock consists of 3,000,000,000 shares, $0.10 par value per share.
Common stock
The holders of common stock are entitled to one vote per share on all matters to be voted on bystockholders, including the election of directors. Stockholders are not entitled to cumulative
voting rights, and, accordingly, the holders of a majority of the shares voting for the election of
directors can elect the entire board if they choose to do so and, in that event, the holders of theremaining shares will not be able to elect any person to the board of directors.
The holders of common stock are entitled to receive ratably such dividends, if any, as may bedeclared from time to time by the board of directors, in its discretion, from funds legally available
therefor and subject to prior dividend rights of holders of shares of preferred stock or othersenior equity, if any, which may be outstanding. Upon liquidation or dissolution of the Company,
subject to prior liquidation rights of the holders of shares of preferred stock, if any, the holders ofcommon stock are entitled to receive on a pro rata basis the remaining assets of the Company
available for distribution. Holders of common stock have no preemptive or other subscription
rights, and there are no conversion rights or redemption or sinking fund provisions with respect
to such shares. All outstanding shares of common stock are fully paid and non-assessable.
Anti-takeover effects of Delaware law
We are subject to the provisions of Section 203 of the DGCL. Under Section 203, we would
generally be prohibited from engaging in any business combination (as defined in Section 203)with any interested stockholder for a period of three years following the time that thisstockholder became an interested stockholder unless:•

prior to this time, our board of directors approved either the business combination or thetransaction that resulted in the stockholder becoming an interested stockholder;•

upon consummation of the transaction that resulted in the stockholder becoming aninterested stockholder, the interested stockholder owned (as defined in Section 203) atleast 85% of our voting stock (as defined in Section 203) outstanding at the time thetransaction commenced, excluding shares owned by persons who are directors and also
officers, and by employee stock plans in which employee participants do not have theright to determine confidentially whether shares held subject to the plan will be tendered
in a tender or exchange offer; or•

at or subsequent to such time, the business combination is approved by our board of
directors and authorized at an annual or special meeting of stockholders, and not by
written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.

Under Section 203, a "business combination" generally includes:•

any merger or consolidation involving us and the interested stockholder;•

any sale, transfer, pledge or other disposition of 10% or more of our assets involving theinterested stockholder;•

any transaction that results in the issuance or transfer by us of any of the Company's
stock to the interested stockholder, subject to limited exceptions;•

any transaction involving us that has the effect of increasing the proportionate share of
the stock of any class or series of the Company beneficially owned by the interested
stockholder; or•

the receipt by the interested stockholder of the benefit of any loans, advances,guarantees, pledges or other financial benefits provided by or through us.

In general, Section 203 defines an interested stockholder as an entity or person beneficiallyowning 15% or more of our outstanding voting stock and any entity or person affiliated with orcontrolling or controlled by such entity or person.
Transfer agent
The transfer agent and registrar for our common stock is Wells Fargo Bank, National
Association.
Listing
Our common stock is listed on The Nasdaq Global Select Market under the symbol "MU".

Exhibit 10.17
MICRON TECHNOLOGY, INC.
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2021)

1.
Introduction; Purpose. On July 6, 2021 the Board adopted this amended andrestated Plan, which shall govern all grants of purchase rights on or after August 1, 2021. For
the terms and conditions of the Plan applicable to purchase rights granted prior to August 1,
2021, refer to the version of the Plan in effect as of the date such purchase rights were granted.
The purpose of the Plan is to provide employees of the Company and its DesignatedSubsidiaries and Designated Affiliates with an opportunity to purchase shares of Common Stockthrough accumulated Contributions. This Plan includes two components: a Code Section 423
Component (the "423 Component") and a non-Code Section 423 Component (the "Non-423
Component"). It is the intention of the Company to have the 423 Component qualify as an"employee stock purchase plan" under Section 423 of the Code. The provisions of the 423
Component, accordingly, shall be construed so as to extend and limit participation in a uniform
and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In
addition, this Plan authorizes the grant of options under the Non-423 Component that does not
qualify as an "employee stock purchase plan" under Section 423 of the Code; such options shallbe granted pursuant to rules, procedures or subplans adopted by the Committee designed toachieve tax, securities laws or other objectives for Eligible Employees and the Company. Except
as otherwise provided herein, the Non-423 Component will be operated and administered in thesame manner as the 423 Component.
2.

Definitions.

(a)"Administrator" means the Committee or, subject to Applicable
Laws, one or more of the Company’s officers or management team appointed by the
Board or Committee to administer the day-to-day operations of the Plan.
(b)"Affiliate" means (a) any entity that, directly or indirectly, iscontrolled by, controls or is under common control with, the Company and (b) any entity
in which the Company has a significant equity interest, in either case as determined by
the Committee, whether now or hereafter existing.
(c)"Applicable Laws" means the requirements relating to theadministration of equity-based awards and the related issuance of shares of Common
Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code,the rules of any Exchange or quotation system on which the Common Stock is listed orquoted and the applicable laws of any non-U.S. jurisdiction where options to purchaseshares of Common Stock are, or will be, granted under the Plan.
(d)"Board" means the Board of Directors of the Company.

(e)"Code" means the U.S. Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code or U.S. Treasury Regulation
thereunder will include such section or regulation, any valid regulation or other official

1applicable guidance promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing or superseding suchsection or regulation.
(f)"Committee" means the Compensation Committee of the Board,or any subcommittee referred to in Section 14(d).
(g)"Common Stock" means the common stock of the Company.

(h)"Company" means
corporation, or any successor thereto.

MicronTechnology,

Inc.,

a

Delaware(i)"Compensation" shall be defined from time to time by theCommittee in its sole discretion with respect to any Offering Period. Except as otherwise
defined by the Committee from time to time in its sole discretion, "Compensation" means
wages and salary. Except as otherwise determined by the Committee, "Compensation"
does not include: (1) any bonuses or commissions, (2) overtime pay and regularly paid
wage premiums (such as evening or shift premiums), (3) any amounts contributed by theCompany or a Designated Subsidiary or Designated Affiliate to any pension plan, (4) any
automobile or relocation allowances (or reimbursement for any such expenses), (5) any
amounts realized from the exercise of any stock options or other equity incentive
awards, (6) any amounts paid by the Company or a Designated Subsidiary or
Designated Affiliate for other fringe benefits, such as health and welfare, hospitalizationand group life insurance benefits, or perquisites, or paid in lieu of such benefits, or (7)other similar forms of extraordinary compensation. The Administrator shall have thediscretion to determine the application of this definition to employees outside the UnitedStates.
(j)"Contributions" means the payroll deductions or, if permitted by
the Administrator to comply with non-U.S. requirements, amounts contributed to the Plan
via cash, check or other means, used to fund the exercise of options granted pursuant to
the Plan.
(k)"Designated Affiliate" means any Affiliate that has been designatedby the Administrator from time to time in its sole discretion as eligible to participate in theNon-423 Component.
(l)"Designated Subsidiary" means any Subsidiary that has been
designated by the Administrator from time to time in its sole discretion as eligible toparticipate in the 423 Component.
(m)"Designated Percent" means the percentage of Fair Market Value
determined by the Administrator for purposes of determining the Purchase Price.
(n)"Effective Date" means the date that the Company’s stockholders
approved the Plan, January 17, 2018.
(o)"Eligible Employee" means (i) any individual who is an employee
providing services to the Company or a Designated Subsidiary, or (ii) any individual who2

is an employee providing services to the Company or any Designated Affiliate, unless
any such employee is specifically excluded by the Administrator from participation. The
Administrator, in its discretion, from time to time may, prior to an Offering Date for all
options to be granted on such Offering Date in an Offering, determine that the definitionof Eligible Employee will or will not include an individual if he or she: (i) has notcompleted at least two (2) years of service since his or her last hire date (or such lesser
period of time as may be determined by the Administrator in its discretion), (ii)customarily works not more than twenty (20) hours per week (or such lesser period oftime as may be determined by the Administrator in its discretion), (iii) customarily works
not more than five (5) months per calendar year (or such lesser period of time as may be
determined by the Administrator in its discretion), or (iv) is a highly compensatedemployee within the meaning of Section 414(q) of the Code, provided that any suchexclusion is applied with respect to each Offering in a uniform manner to all similarlysituated employees who otherwise would be Eligible Employees for that Offering. For
purposes of the 423 Component, the employment relationship shall be treated ascontinuing intact while the individual is on military or sick leave or other bona fide leaveof absence approved by the Company or the Designated Subsidiary so long as the leavedoes not exceed three (3) months or if longer than three (3) months, the individual’s rightto reemployment is provided by statute or has been agreed to by contract or in a written
policy of the Company which provides for a right of reemployment following the leave ofabsence. The employment relationship shall be treated as continuing intact where an
Eligible Employee transfers employment between the Company, DesignatedSubsidiaries and/or Designated Affiliates; provided, however, that an individual who is
not employed by the Company or a Designated Subsidiary on the Offering Date andthrough a date that is no more than three (3) months prior to the Exercise Date will
participate only in the Non-423 Component unless the individual continues to have aright to reemployment with the Company or a Designated Subsidiary provided by statuteor contract or in a written policy of the Company which provides for a right ofreemployment following the leave of absence. The Administrator shall establish rules togovern other transfers into the 423 Component, and between any separate Offerings
established thereunder, consistent with the applicable requirements of Section 423 of the
Code.
(p)
"Exchange" means any national securities exchange or national
market system on which the Stock may from time to time be listed or traded.
(q)"Exchange Act" means the U.S. Securities Exchange Act of 1934,as amended, including the rules and regulations promulgated thereunder.
(r)"Exercise Date" means the last Trading Day of the Offering Period.

(s)"Fair Market Value" means, as of any date and unless the
Administrator determines otherwise, (i) if the Common Stock is listed or traded on any
Exchange, the closing price for such Common Stock (or the closing bid, if no sales werereported) as quoted on such Exchange (or the Exchange with the greatest volume of
trading in the Common Stock) for the last market trading day prior to the day ofdetermination, as reported by Bloomberg L.P. or such other source as the Administrator
deems reliable; (ii) if the Common Stock is quoted on the over-the-counter market or isregularly quoted by a recognized securities dealer, but selling prices are not reported,3

the Fair Market Value of the Common Stock shall be the mean between the high bid andlow asked prices for the Common Stock on the last market trading day prior to the day ofdetermination, as reported by Bloomberg L.P. or such other source as the Administrator
deems reliable, or (iii) in the absence of an established market for the Common Stock,
the Fair Market Value shall be determined by such other method as the Administrator
determines in good faith to be reasonable.
(t)"Maximum Share Amount" means the maximum number of sharesof Common Stock that a Participant may purchase on any given Exercise Date, as
determined by the Committee in its sole discretion prior to the commencement of theOffering Period.
(u)"New Exercise Date" means a new Exercise Date if the
Administrator shortens any Offering Period then in progress.
(v)"Offering" means an offer under the Plan of an option that may be
exercised during an Offering Period. For purposes of this Plan, the Committee may
designate separate Offerings under the Plan (the terms of which need not be identical) in
which Eligible Employees of one or more Designated Subsidiaries or DesignatedAffiliates will participate, even if the dates of the applicable Offering Periods of each such
Offering are identical.
(w)"Offering Date" means the first Trading Day of each Offering

Period.
(x)"Offering Periods" means the period of time during which offers topurchase shares of Common Stock are outstanding under the Plan. The Committee shalldetermine the length of each Offering Period, which need not be uniform; provided thatno Offering Period shall exceed twenty-seven (27) months in length. No voluntary payroll
deductions shall be solicited until after the effective date of a registration statement on
Form S-8 filed under the Securities Act of 1933, as amended, covering the shares to beissued under the Plan.
(y)"Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(z)"Participant" means an Eligible Employee that participates in thePlan.
(aa) "Plan" means this Micron Technology, Inc. Employee Stock
Purchase Plan, including both the 423 Component and the Non-423 Component.
(bb) "Purchase Price" means the Designated Percent of the Fair
Market Value of a share of Common Stock on the Offering Date or on the Exercise Date,
whichever is lower. Unless otherwise determined by the Administrator, the Designated
Percent for purposes of the foregoing sentence is eighty-five percent (85%). The
Administrator may change the Designated Percent for any Offering Period but in no
event shall the Designated Percent be less than eighty-five percent (85%). Such
Purchase Price may be established by the Committee by any manner or method the4Committee determines, pursuant to Section 14, and subject to (i) with respect to the 423
Component, compliance with Section 423 of the Code (or any successor rule orprovision or any other applicable law, regulation or Exchange rule) or (ii) with respect to
the Non-423 Component, pursuant to such manner or method as determined by theCommittee to comply with applicable local law.
(cc)from time to time.

"Securities Act" means the Securities Act of 1933, as amended(dd) "Subsidiary" means a "subsidiary corporation," whether now orhereafter existing, as defined in Section 424(f) of the Code.
(ee)"Trading Day" means a day on which Nasdaq is open for trading.

(ff)"U.S." means United States.

(gg) "U.S. Treasury Regulations" means the Treasury regulations of theCode. Reference to a specific Treasury Regulation or Section of the Code shall include
such Treasury Regulation or Section, any valid regulation promulgated under such
Section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.
3.

Eligibility.

(a)
Offering Periods. Any Eligible Employee on a given Offering Datewill be eligible to participate in the Plan, subject to the requirements of Section 5,
provided, however, that employees who are citizens or residents of a non-U.S.
jurisdiction may be excluded from participation in the Plan or an Offering if theparticipation of such Employees is prohibited under the laws of the applicable jurisdiction
or if complying with the laws of the applicable jurisdiction would cause the Plan or an
Offering to violate Section 423 of the Code.
(b)
Limitations.
Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee will be granted an option under the 423
Component of the Plan (i) to the extent that, immediately after the grant, such Eligible
Employee (or any other person whose stock would be attributed to such Eligible
Employee pursuant to Section 424(d) of the Code) would own capital stock of theCompany or any Parent or Subsidiary of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of any Parent
or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans (as defined in Section 423 of the Code) of theCompany or any Parent or Subsidiary of the Company accrues at a rate which exceeds
twenty-five thousand U.S. dollars (USD 25,000) worth of stock (determined at the Fair
Market Value of the stock at the time such option is granted) for each calendar year inwhich such option is outstanding at any time, as determined in accordance with Section
423 of the Code and the regulations thereunder.

5

4.
Offering Periods.
Within the limitations set forth in Section 2(w), theAdministrator will have the power to change the duration of Offering Periods (including thecommencement dates thereof) without stockholder approval. Any such change shall beannounced prior to the scheduled beginning of the first Offering Period to be affected thereafter.
5.
Participation. An Eligible Employee may become a participant in the Plan byfollowing an electronic or other enrollment procedure as may be established by the
Administrator from time to time.
6.

Contributions.

(a)
At the time a Participant enrolls in the Plan pursuant to Section 5,
he or she will elect to have Contributions made on each pay day during the Offering
Period in an amount not exceeding fifteen percent (15%) of the Compensation which heor she receives on each pay day during the Offering Period. The Administrator may
permit Eligible Employees participating in a specified Offering to contribute amounts to
the Plan through payment by cash, check or other means to comply with non-U.S.
requirements, provided, that such contributions shall not exceed fifteen percent (15%) of
the Compensation received each pay period, during the Offering Period. A Participant’s
subscription agreement will remain in effect for successive Offering Periods unlessterminated as provided in Section 10 hereof.
(b)
Payroll deductions or contributions, as applicable, for a Participant
will commence on the first pay day following the Offering Date and will end on the lastpay day prior to the Exercise Date of such Offering Period to which such authorization isapplicable, unless sooner terminated by the Participant as provided in Section 10 hereof.
(c)
All Contributions made for a Participant will be credited to his or
her account under the Plan and Contributions will be made in whole percentages only.
(d)Subject to Applicable Laws, a Participant may discontinue his or
her participation in the Plan as provided in Section 10 by completing any forms andfollowing any procedures (including specified deadlines) established by the Administrator
or its designee. The change will become effective as soon as administratively practicable
after receipt.
(e)Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b), a Participant’s Contributions may
be decreased to zero percent (0%) at any time during an Offering Period. Subject toSection 423(b)(8) of the Code, Contributions will recommence at the rate originallyelected by the Participant effective as of the beginning of the first Offering Period
scheduled to end in the following calendar year, unless terminated by the Participant asprovided in Section 10.
(f)
At the time the option is exercised, in whole or in part, or at thetime some or all of the Common Stock issued under the Plan is disposed of (or any othertime that a taxable event related to the Plan occurs), the Participant must makeadequate provision for the Company’s or its Subsidiary’s or Affiliate’s federal, state, local
or any other tax liability payable to any authority, national insurance, social security,

6

payment-on-account or other tax obligations, if any, which arise upon the exercise of theoption or the disposition of the Common Stock (or any other time that a taxable event
related to the Plan occurs), including, for the avoidance of doubt, any liability of theParticipant to pay an employer tax or social insurance contribution obligation, which
liability has been shifted to the Participant as a matter of law or contract. At any time, theCompany or its Subsidiary or Affiliate, as applicable, may, but will not be obligated to,withhold from the Participant’s compensation the amount necessary for the Company or
its Subsidiary or Affiliate, as applicable, to meet applicable withholding obligations,
including any withholding required to make available to the Company or its Subsidiary or
Affiliate, as applicable, any tax deductions or benefits attributable to sale or early
disposition of Common Stock by the Eligible Employee. In addition, the Company or its
Subsidiary or Affiliate, as applicable, may (i) withhold from the proceeds of the sale ofCommon Stock, (ii) withhold a sufficient whole number of shares of Common Stockotherwise issuable following purchase having an aggregate fair market value sufficient to
pay applicable withholding obligations, or (iii) may withhold by any other means set forthin the applicable subscription agreement.
7.
Grant of Option. On the Offering Date of each Offering Period, each Eligible
Employee participating in such Offering Period will be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number ofshares of Common Stock determined by dividing such Eligible Employee’s Contributions
accumulated during such Offering Period prior to such Exercise Date and retained in the Eligible
Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in
no event will an Eligible Employee be permitted to purchase during each Offering Period morethan the Maximum Share Amount, subject to adjustment pursuant to Section 19(a), andprovided further that such purchase will be subject to the limitations set forth in Sections 3(b)and 13. The Eligible Employee may accept the grant of such option by electing to participate in
the Plan in accordance with the requirements of Section 5. The Administrator may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum number ofshares of Common Stock that an Eligible Employee may purchase during each Offering Period.
Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn
pursuant to Section 10. The option will expire on the last day of the Offering Period.
8.

Exercise of Option.

(a)Unless a Participant withdraws from the Plan as provided in
Section 10, his or her option for the purchase of shares of Common Stock will be
exercised automatically on the Exercise Date, and the maximum number of full sharessubject to the option will be purchased for such Participant at the applicable Purchase
Price with the accumulated Contributions from his or her account; provided that in no
event will an Eligible Employee be permitted to purchase during each Offering Period
more than the Maximum Share Amount, subject to adjustment pursuant to Section 19(a),and provided further that such purchase will be subject to the limitations set forth in
Sections 3(b) and 13. No fractional shares of Common Stock will be purchased. Any
Contributions accumulated in a Participant’s account which are not sufficient to purchasea full share will, at the discretion of the Administrator, be refunded to the Participant,without interest, or be retained in the Participant’s account for the subsequent Offering
Period. During a Participant’s lifetime, a Participant’s option to purchase shares
hereunder is exercisable only by him or her.

7(b)In the event that the number of shares of Common Stock to bepurchased by all Participants in any Offering Period exceeds the number of shares ofCommon Stock then available for issuance under the Plan, (i) the Company shall make a
pro rata allocation of the remaining shares of Common Stock in as uniform a manner as
shall be practicable and as the Committee shall, in its sole discretion, determine to beequitable and (ii) all funds not used to purchase shares of Common Stock on the
Exercise Date shall be returned, without interest to the Participants.
9.
Delivery. By enrolling in the Plan, each Participant shall be deemed to haveauthorized the establishment of a brokerage account on his or her behalf at a securities
brokerage firm selected by the Company. As soon as reasonably practicable after each Exercise
Date on which a purchase of shares of Common Stock occurs, the Company shall arrange forthe delivery to each Participant of the shares of Common Stock purchased upon exercise of hisor her option to the Participant’s brokerage or Plan share account in a form determined by theCompany. Notwithstanding any other provision of the Plan, unless otherwise determined by the
Administrator or required by any applicable law, rule or regulation, the Company shall not deliver
to any Participant certificates evidencing shares of Common Stock issued in connection withany purchase under the Plan, and instead such shares of Common Stock shall be recorded in
the books of the brokerage firm or, as applicable, the Company, its transfer agent, stock plan
administrator or such other outside entity which is not a brokerage firm.
10.

Withdrawal.

(a)
A Participant may withdraw all but not less than all theContributions credited to his or her account and not yet used to exercise his or her option
under the Plan at any time by following an electronic or other withdrawal procedure
determined by the Administrator from time to time. All of the Participant’s Contributions
credited to his or her account will, at the discretion of the Administrator, (i) be retained inParticipant’s account and used to purchase shares of Common Stock at the next
Exercise Date, or (ii) be paid to such Participant as soon as reasonably practicable after
receipt of notice of withdrawal and such Participant’s options for the Offering Period shallbe terminated automatically, and no further payroll deductions or contributions for thepurchase of shares of Common Stock shall be made for such Offering Period. If a
Participant withdraws from an Offering Period, Contributions will not resume at the
beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan
as prescribed by the Administrator from time to time.
(b)
A Participant’s withdrawal from an Offering Period will not haveany effect upon his or her eligibility to participate in any similar plan that may hereafter
be adopted by the Company or in succeeding Offering Periods that commence after thetermination of the Offering Period from which the Participant withdraws.
11.
Termination of Employment. Unless otherwise determined by the Administrator,
upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she will bedeemed to have elected to withdraw from the Plan and the Contributions credited to such
Participant’s account during the Offering Period but not yet used to purchase shares of Common
Stock under the Plan will be returned to such Participant or, in the case of his or her death, tothe person or persons entitled thereto under Section 15, and such Participant’s option will be

8automatically terminated. Unless determined otherwise by the Administrator in a manner that ispermitted by, and compliant with, Section 423 of the Code, a Participant whose employmenttransfers between entities through a termination with an immediate rehire (with no break inservice) by the Company or a Designated Subsidiary or Designated Affiliate shall not be treatedas terminated under the Plan.
12.
Interest. No interest will accrue on the Contributions of a Participant in the Plan,
except as may be required by applicable law, as determined by the Administrator.
13.
Stock. Subject to adjustment as provided in Section 19 hereof, the maximum
number of shares of Common Stock that will be made available for sale under the Plan will be
33,000,000 shares of Common Stock. The limitation set forth in this section may be used tosatisfy purchases of shares of Common Stock under either the 423 Component or the Non-423
Component of the Plan.
14.

Administration.

(a)Unless otherwise designated by the Board, the Committee shallserve as the Administrator. The Administrator will have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to designate separate
Offerings under the Plan, to designate Subsidiaries or Affiliates as participating in thePlan, to determine eligibility and adjudicate all disputed claims filed under the Plan,
including whether Eligible Employees shall participate in the 423 Component or theNon-423 Component and which entities shall be Designated Subsidiaries or DesignatedAffiliates, and to establish such procedures that it deems necessary for theadministration of the Plan. Notwithstanding any provision to the contrary in this Plan, theAdministrator may adopt rules or procedures relating to the operation and administrationof the Plan to accommodate the specific requirements of local laws and procedures forjurisdictions outside of the United States. Without limiting the generality of the foregoing,
the Committee is specifically authorized to adopt rules, procedures and subplans, which,for purposes of the Non-423 Component, may be outside the scope of Section 423 of theCode, regarding, without limitation, eligibility to participate, the definition ofCompensation, handling of Contributions, making of Contributions to the Plan (including,
without limitation, in forms other than payroll deductions), establishment of bank or trust
accounts to hold Contributions, payment of interest, conversion of local currency,
obligations to pay payroll tax, determination of beneficiary designation requirements,
withholding procedures and handling of stock certificates that vary with applicable local
requirements.
(b)
Every finding, decision and determination made by the
Administrator will, to the full extent permitted by law, be final and binding upon all parties,
including the Company, Designated Subsidiary, Designated Affiliate, Participant, Eligible
Employee, or any beneficiary of such person, as applicable.
(c)
To the extent allowable pursuant to applicable law, each memberof the Board, the Committee, the Administrator or any employee of the Company, aDesignated Subsidiary, or a Designated Affiliate (each such person, a "Covered Person")shall be indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such Covered Person in9connection with or resulting from any claim, action, suit, or proceeding to which he or she
may be a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him or her
in satisfaction of judgment in such action, suit, or proceeding against him or her;provided, however, that he or she has acted in accordance with his or her duties andresponsibilities to the Company under applicable law, and provided that he or she gives
the Company an opportunity, at its own expense, to handle and defend any claim, action,
suit, or proceeding to which he or she is a party before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such Covered Persons may beentitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter oflaw, or otherwise, or any power that the Company may have to indemnify them or holdthem harmless.
(d)
To the extent not prohibited by Applicable Law, the Committee
may, from time to time, delegate some or all of its authority under the Plan to a
subcommittee or subcommittees of the Committee, the Administrator or other persons orgroups of persons as it deems necessary, appropriate or advisable under conditions orlimitations that it may set at or after the time of the delegation. For purposes of the Plan,
reference to the Committee will be deemed to refer to any subcommittee,
subcommittees, or other persons or groups of persons to whom the Committeedelegates authority pursuant to this Section 14(d).
15.

Designation of Beneficiary.

(a)
If permitted by the Administrator, a Participant may file adesignation of a beneficiary who is to receive any shares of Common Stock and cash, ifany, from the Participant’s account under the Plan in the event of such Participant’s
death subsequent to an Exercise Date on which the option is exercised but prior todelivery to such Participant of such shares and cash. In addition, if permitted by the
Administrator, a Participant may file a designation of a beneficiary who is to receive any
cash from the Participant’s account under the Plan in the event of such Participant’s
death prior to exercise of the option. If a Participant is married and the designatedbeneficiary is not the spouse, spousal consent will be required for such designation to beeffective.
(b)
Such designation of beneficiary, if permitted, may be changed by
the Participant at any time by notice in a form determined by the Administrator. In theevent of the death of a Participant and in the absence of a beneficiary validly designatedunder the Plan who is living at the time of such Participant’s death, the Company will
deliver such shares and/or cash to the executor or administrator of the estate of theParticipant, or if no such executor or administrator has been appointed (to the knowledgeof the Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the Participant, or if nospouse, dependent or relative is known to the Company, then to such other person as
the Company may designate.
(c)
All beneficiary designations will be in such form and manner as
the Administrator may designate from time to time.

10

16.
Transferability. Neither Contributions credited to a Participant’s account nor any
rights with regard to the exercise of an option or to receive shares of Common Stock under thePlan may be assigned, transferred, pledged or otherwise disposed of in any way (other than bywill, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant.
Any such attempt at assignment, transfer, pledge or other disposition will be without effect,
except that the Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof.
17.
Use of Funds. The Company may use all Contributions received or held by it
under the Plan for any corporate purpose, and the Company will not be obligated to segregate
such Contributions, except as may be required by applicable local law, as determined by the
Administrator. Until shares of Common Stock are issued, Participants will only have the rights ofan unsecured creditor with respect to the Plan, although Participants in specified Offerings may
have additional rights where required under local law, as determined by the Administrator.
18.
Reports. Individual accounts will be maintained for each Participant in the Plan.
Statements of account will be given to participating Eligible Employees at least annually, whichstatements will set forth the amounts of Contributions, the Purchase Price, the number of sharesof Common Stock purchased and the remaining cash balance, if any.
19.

Adjustments; Dissolution or Liquidation; Corporate Transactions.

(a)Adjustments. Subject to any required action by the shareholdersof the Company, the maximum number of shares of Common Stock that shall be madeavailable for sale under the Plan, the maximum number of shares of Common Stock thateach Participant may purchase during the Offering Period pursuant to the Maximum
Share Amount or over a calendar year under the USD 25,000 limitation (pursuant to
Section 3(b)) and the per share price used to determine the Purchase Price shall be
proportionately adjusted for any increase or decrease in the number of issued shares ofCommon Stock resulting from any nonreciprocal transaction between the Company andits shareholders, (such as a stock dividend, stock split, spin-off, rights offering or
recapitalization through a large, nonrecurring cash dividend), that affects the Common
Stock (or other securities of the Company) or the price of shares of Common Stock (orother securities) and causes a change in the per share value of the Common Stockunderlying outstanding options. Such adjustment shall be made by the Administrator,
whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class,or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares ofCommon Stock subject to an option.
(b)
Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, any Offering Period then in progress will be shortened by
setting a New Exercise Date, and will terminate immediately prior to the consummationof such proposed dissolution or liquidation, unless provided otherwise by the
Administrator. The New Exercise Date will be before the date of the Company’s
proposed dissolution or liquidation. The Administrator will notify each Participant inwriting or electronically, prior to the New Exercise Date, that the Exercise Date for the

11

Participant’s option has been changed to the New Exercise Date and that theParticipant’s option will be exercised automatically on the New Exercise Date, unlessprior to such date the Participant has withdrawn from the Offering Period as provided in
Section 10 hereof.
(c)Certain Corporate Transactions. In the event of a reorganization,
merger, or consolidation of the Company with one or more corporations in which theCompany is not the surviving corporation (or survives as a direct or indirect subsidiary ofsuch other constituent corporation or its parent), or upon a sale of substantially all of theproperty or stock of the Company to another corporation, each outstanding option will beassumed or an equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor corporation
refuses to assume or substitute for the option, the Offering Period with respect to whichsuch option relates will be shortened by setting a New Exercise Date on which such
Offering Period shall end. The New Exercise Date will occur before the date of theCompany’s proposed merger or Change in Control. The Administrator will notify eachParticipant in writing or electronically prior to the New Exercise Date, that the Exercise
Date for the Participant’s option has been changed to the New Exercise Date and that
the Participant’s option will be exercised automatically on the New Exercise Date, unlessprior to such date the Participant has withdrawn from the Offering Period as provided in
Section 10 hereof.
20.

Amendment or Termination.

(a)
Subject to any applicable law or government regulation and to therules of any Exchange or quotation system on which the shares of Common Stock may
be listed or quoted, the Plan may be amended, modified, suspended or terminated by
the Board without the approval of the shareholders of the Company. Except as provided
in Section 19, no amendment may make any change in any option previously granted
which adversely affects the rights of any Participant or any beneficiary (as applicable)
without the consent of the affected Participant or beneficiary. To the extent necessary tocomply with Section 423 of the Code (or any successor rule or provision or any otherapplicable law, regulation or Exchange rule), the Company shall obtain shareholder
approval of any amendment in such a manner and to such a degree as required.
(b)Without shareholder approval and without regard to whether any
Participant rights may be considered to have been "adversely affected," theAdministrator or its delegate, to the extent permitted under the terms of the Plan,
applicable law, the Bylaws of the Company and under the Committee charter, maychange the Offering Periods, limit the frequency or number of changes in the amountwithheld during an Offering Period, establish the exchange rate applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in excess of theamount designated by a Participant to adjust for delays or mistakes in the Company’s
processing of properly completed Contribution elections, establish reasonable waiting
and adjustment periods and/or accounting and crediting procedures to ensure thatamounts applied toward the purchase of shares of Common Stock for each Participant
properly correspond with amounts withheld from the Participant’s Compensation, andestablish such other limitations or procedures as the Committee deems appropriate.

12

21.
Notices. All notices or other communications by a Participant to the Company
under or in connection with the Plan will be deemed to have been duly given when received in
the form and manner specified by the Company at the location, or by the person, designated by
the Company for the receipt thereof.
22.
Conditions Upon Issuance of Shares. Shares of Common Stock will not be
issued with respect to an option unless the exercise of such option and the issuance anddelivery of such shares pursuant thereto will comply with all applicable provisions of U.S. andnon-U.S. law, including, without limitation, the Securities Act, the Exchange Act, the rules andregulations promulgated thereunder, and the requirements of any Exchange, and will be further
subject to the approval of counsel for the Company with respect to such compliance. As acondition to the exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of theaforementioned applicable provisions of law.
23.
Notification of Sale of Shares of Common Stock. Each Participant shall give theAdministrator prompt notice of any disposition of Common Stock acquired pursuant to the option
granted under the Plan in accordance with such procedures as may be established by the
Administrator. The Administrator may require that until such time as a Participant disposes ofshares of Common Stock acquired pursuant to the option granted under the Plan, theParticipant shall hold all such shares of Common Stock in the Participant's name and with athird-party broker/administrator designated by the Company until the lapse of any time period(s)established by the Administrator.
24.
Clawback/Recoupment Policy. Notwithstanding anything contained herein to thecontrary, all shares of Common Stock acquired pursuant to the Plan shall be and remain subject
to any incentive compensation clawback or recoupment policy currently in effect or as may be
adopted by the Board and, in each case, as may be amended from time to time. No such policy
adoption or amendment shall in any event require the prior consent of any Participant.
25.

Code Section 409A; Tax Qualification.

(a)
Options granted under the 423 Component are exempt from theapplication of Section 409A of the Code. Options granted under the Non-423 Component
to U.S. taxpayers are intended to be exempt from the application of Section 409A under
the short-term deferral exception and any ambiguities shall be construed and interpretedin accordance with such intent. Subject to Section 23(b), options granted to U.S.
taxpayers under the Non-423 Component are subject to such terms and conditions thatwill permit such options to satisfy the requirements of the short-term deferral exception
available under Section 409A of the Code, including the requirement that the shares ofCommon Stock subject to an option be delivered within the short-term deferral period.
Subject to Section 23(b), in the case of a Participant who would otherwise be subject toSection 409A of the Code, to the extent the Company determines that an option or the
exercise, payment, settlement or deferral is subject to Section 409A of the Code, theoption shall be granted, exercised, paid, settled or deferred in a manner that will comply
with Section 409A of the Code, including Department of Treasury regulations and otherinterpretive guidance issued thereunder, including without limitation any such regulations

13

or other guidance that may be issued after the Effective Date. Anything in the foregoingto the contrary notwithstanding, the Company shall have no liability to a Participant or
any other party if the option that is intended to be exempt from, or compliant with Section
409A of the Code is not so exempt or compliant or for any action taken by the Company
with respect thereto.
(b)
Although the Company may endeavor to (i) qualify an option forfavorable tax treatment under the laws of the U.S. or jurisdictions outside of the U.S. or(ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company
makes no representation to that effect and expressly disavows any covenant to maintainfavorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary inthis Plan, including Section 26(a). The Company is not constrained in its corporate
activities by any potential negative tax impact on Participants under the Plan.
26.
Term of Plan. The Plan became effective as of the Effective Date and willcontinue in effect through the tenth (10th) anniversary thereof, unless sooner terminated under
Section 20.
27.
Stockholder Approval.
Company on January 17, 2018.

The Plan was approved by the stockholders of the28.
Governing Law and Jurisdiction. The Plan shall be governed by, and construedin accordance with, the laws of the U.S. State of Delaware (except its choice-of-law provisions).
The jurisdiction and venue for any disputes arising under, or any action brought to enforce (orotherwise relating to) this Plan shall be exclusively in the courts in the U.S. State of Idaho,County of Ada including the U.S. federal courts located therein (should federal jurisdiction exist).
29.
No Right to Employment. Participation in the Plan by a Participant shall not be
construed as giving a Participant the right to be retained as an employee of the Company, aSubsidiary or an Affiliate, as applicable. Furthermore, the Company, a Subsidiary or an Affiliate
may dismiss a Participant from employment at any time, free from any liability or any claim
under the Plan.
30.
Severability. If any provision of the Plan is or becomes or is deemed to beinvalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, suchinvalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and thePlan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal
or unenforceable provision had not been included.
31.
Compliance with Applicable Laws. The terms of this Plan are intended to comply
with all Applicable Laws and will be construed accordingly.

14

EXHIBIT 21.1

MICRON TECHNOLOGY, INC.
SUBSIDIARIES OF THE REGISTRANT*
Name
Micron Asia Pacific LLC
Micron Europe Limited
Micron International LLC
Micron Japan, Ltd.
Micron Memory Japan, G.K.
Micron Memory Malaysia SD
Micron Memory Taiwan Co., Ltd.
Micron Semiconductor Asia, LLC
Micron Semiconductor Asia Operations Pte. Ltd.
Micron Semiconductor Asia Pte. Ltd.
Micron Semiconductor Products, Inc.
Micron Semiconductor Taiwan Co., Ltd.
Micron Semiconductor (Xi’an) Co., Ltd.
Micron Technology B.V.
Micron Technology Taiwan, Inc.
Micron Technology Utah, LLC*

State (or Jurisdiction) in
which Organized
Delaware
United Kingdom
Delaware
Japan
Japan
Malaysia
TaiwanDelawareSingapore
Singapore
Idaho
TaiwanChina
Netherlands
TaiwanDelaware

The above list of subsidiaries of Micron Technology, Inc. omitted subsidiaries which, considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary as of the end of the year covered by this report.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No.
333-249838) and Form S-8 (File Nos. 333-17073, 333-50353, 333-103341, 333-120620, 333-133667, 333-140091,
333-148357, 333-159711, 333-171717, 333-179592, 333-190010, 333-196293, 333-203467, 333-217314,
333-223874, 333-234359, 333-255794) of Micron Technology, Inc. of our report dated October 8, 2021 relating to
the financial statements and financial statement schedule and the effectiveness of internal control over financial
reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 8, 2021

EXHIBIT 31.1
RULE 13a-14(a) CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
I, Sanjay Mehrotra, certify that:
1. I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, and cash flows of the registrant asof, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,summarize, and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: October 8, 2021

/s/ Sanjay Mehrotra
Sanjay Mehrotra
President and Chief Executive Officer and Director

EXHIBIT 31.2
RULE 13a-14(a) CERTIFICATION OF
CHIEF FINANCIAL OFFICER
I, David A. Zinsner, certify that:
1. I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, and cash flows of the registrant asof, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,summarize, and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: October 8, 2021/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer

EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
I, Sanjay Mehrotra, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that the Annual Report of Micron Technology, Inc. on Form 10-K for the period ended September 2,
2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Micron Technology, Inc.
Date: October 8, 2021

/s/ Sanjay Mehrotra
Sanjay Mehrotra
President and Chief Executive Officer and Director

EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
I, David A. Zinsner, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that the Annual Report of Micron Technology, Inc. on Form 10-K for the period ended September 2,
2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Micron Technology, Inc.
Date: October 8, 2021/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer