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 EXCHANGEACT OF 1934
For the fiscal year ended August 30, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period fromtoCommission file number 1-10658

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)
Delaware75-1618004(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
8000 S. Federal Way, Boise, Idaho
83716-9632(Address of principal executive offices)(Zip Code)Registrant's telephone number, including area code(208) 368-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Common Stock, par value $0.10 per share
NASDAQ Global Select Market
Common Stock Purchase Rights
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 15(d) of the Act. Yes

No

No

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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

No

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of such stock on March 1,
2018, as reported by the NASDAQ Global Select Market, was approximately $45.0 billion. Shares of common stock held by each executive officer
and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed tobe affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant's common stock as of October 8, 2018 was 1,134,255,375.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant's Fiscal 2018 Annual
Meeting of Shareholders to be held on January 16, 2019 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.

Forward-Looking Statements
This Form 10-K contains trend information and other forward-looking statements that involve a number of risks anduncertainties. Forward-looking statements include, but are not limited to, statements such as those made regarding controller
development; increasing sales of DDR4, 3D NAND, 3D XPointTM memory, and client and cloud SSDs; growth in our
production of, and the market for, NAND products; our production of DRAM products; our joint research and development
arrangements with Intel; the need to obtain additional patent licenses or renew existing license agreements; the entry into
additional sales or licenses of intellectual property and partnering agreements; debt incurred to finance our capital
investments; and cash expenditures for property, plant, and equipment. Our actual results could differ materially from ourhistorical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, those identified in "Item 1A. Risk Factors." All period references are to our fiscal
periods unless otherwise indicated.
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 found in multiple locations
throughout this report and include the following:
Term

Definition

2021 MSAC Term
Loan

Variable Rate MSAC Senior Secured
Term Loan due 2021

2021 MSTW Term
Loan

Variable Rate MSTW Senior Secured
Term Loan due 2021

2022 Notes

Term

Definition

MicronMLC

Micron Technology, Inc. (Parent Company)
Multi-Level Cell (two bits per cell)

5.88% Senior Notes due 2022

MMJ

Micron Memory Japan, Inc.

2022 Term Loan B

Senior Secured Term Loan B due 2022

MMJ Companies

MAI and MMJ

2023 Notes
2023 Secured Notes

5.25% Senior Notes due 2023
7.50% Senior Secured Notes due 2023

MMJ Group

MMJ and its subsidiaries

MMT

Micron Memory Taiwan Co., Ltd.

2024 Notes

5.25% Senior Notes due 2024

MSP

Micron Semiconductor Products, Inc.

2025 Notes

5.50% Senior Notes due 2025

MSTW

Micron Semiconductor Taiwan Co., Ltd.

2026 Notes

5.63% Senior Notes due 2026

MTTW

Micron Technology Taiwan, Inc.

2032C Notes

2.38% Convertible Senior Notes due 2032

2032D Notes

3.13% Convertible Senior Notes due 2032

Nanya
OEM

Nanya Technology Corporation
Original Equipment Manufacturer

2033 Notes

2033E and 2033F Notes

QimondaQimonda AG

2033E Notes

1.63% Convertible Senior Notes due 2033

QLC

Quad-Level Cell (four bits per cell)

2033F Notes

2.13% Convertible Senior Notes due 2033

R&D

Research and Development

2043G Notes

3.00% Convertible Senior Notes due 2043

SG&A

Selling, General, and Administration

IMFT

IM Flash Technologies, LLC

SLCSingle-Level Cell (one bit per cell)

InoteraInotera Memories, Inc.

SSD

Solid-State Drive

Intel

Intel Corporation

Tera Probe

Tera Probe, Inc.

LPDRAM

Mobile Low-Power DRAM

TLC

Triple-Level Cell (three bits per cell)

MAI

Micron Akita, Inc.

VIE

Variable Interest Entity

MCP

Multi-Chip Package

Micron, Crucial, Ballistix, any associated logos, and all other Micron trademarks are the property of Micron. 3D XPoint is
a trademark of Intel or its subsidiaries in the United States and/or other countries. Other product names or trademarks that are
not owned by Micron are for identification purposes only and may be the registered or unregistered trademarks of theirrespective owners.

PART IITEM 1. BUSINESS
Overview
Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage
solutions. Through our global brands – Micron®, Crucial®, and Ballistix® – our broad portfolio of high-performance memoryand storage technologies, including DRAM, NAND, NOR Flash and 3D XPoint memory, is transforming how the world uses
information to enrich life. Backed by 40 years of technology leadership, our memory and storage solutions enable disruptive
trends, including artificial intelligence, machine learning, and autonomous vehicles, in key market segments like cloud, data
center, networking, and mobile.
We manufacture our products at our worldwide, wholly-owned and joint venture facilities. In recent years, we haveincreased our manufacturing scale and product diversity through strategic acquisitions, expansion, and various partneringarrangements.
We make significant investments to develop proprietary product and process technology, which is implemented in our
manufacturing facilities. We generally increase the density per wafer and reduce manufacturing costs of each generation of
product through advancements in product and process technology, such as our leading-edge line-width process technology and
3D NAND architecture. We continue to introduce new generations of products that offer improved performance characteristics,
including higher data transfer rates, reduced package size, lower power consumption, improved read/write reliability, andincreased memory density. Storage products incorporating NAND, a controller, and firmware constitute a significant andincreasing portion of our sales. We generally develop firmware and expect to introduce proprietary controllers into our SSDs in
the first half of 2019. Development of advanced technologies enables us to diversify our product portfolio toward a richer mix
of differentiated, high-value solutions and to target high-growth markets.
We market our products through our internal sales force, independent sales representatives, distributors, and e-tailers,
primarily to original equipment manufacturers and retailers located around the world. We face intense competition in thesemiconductor memory and storage markets and, in order to remain competitive, we must continuously develop and implement
new products and technologies and decrease manufacturing costs. Our success is largely dependent on market acceptance of ourdiversified portfolio of semiconductor-based memory and storage solutions, efficient utilization of our manufacturing
infrastructure, successful ongoing development and integration of advanced product and process technology, return-driven
capital spending, and successful R&D investments.

Products
Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms are based on our highperformance semiconductor memory and storage technologies, including DRAM, NAND, 3D XPoint memory, and othertechnologies. We sell our products into various markets through our four business units (which are also our reportablesegments) in various forms, including wafers, components, modules, SSDs and in MCPs that combine DRAM, NAND, and/or
NOR with a controller and firmware. We are relentlessly focused on evolving our product portfolio to a richer mix of highvalue solutions and cultivating deeper relationships with customers. Our position as a developer and manufacturer of DRAM,
NAND, NOR and other emerging memory technologies uniquely enables us to collaborate with our customers to ensure ourtechnology and engineering roadmaps deliver critical features. We continuously introduce new products on our advanced
technologies, delivering performance, quality, and cost advantages to our customers.
Compute and Networking Business Unit
CNBU includes memory products and solutions sold into cloud server, enterprise, client, graphics, and networking markets.
CNBU reported revenue of $15.25 billion in 2018, $8.62 billion in 2017, and $4.53 billion in 2016. In 2018, we significantly
increased our production of DRAM using 1Xnm technology and continued to focus on developing our 1Ynm technology. In
2018, we achieved volume production of our 8Gb GDDR6 memory, which delivers significant performance improvements over
our GDDR5 design, and enables bandwidth-intensive applications in our core CNBU markets in a variety of applications suchas artificial intelligence and networking.
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Cloud Server: The cloud server market was CNBU's fastest growing market in 2018, particularly in datacenters, withsignificant increases in DRAM content per server. The cloud server market has been driven, in part, by intelligent edge devices
capable of artificial intelligence and augmented reality that store and access data in the cloud. Artificial intelligence servers
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. We anticipate continued growth of our 1Xnm portfolio with the continued ramp of our second-generation 1Xnm 8Gb
DDR4 products, which were validated with key partners and customers in 2018.
Enterprise: Similar to the cloud server market, the enterprise market is experiencing strong demand growth from intelligent
edge devices that require rapid data analysis and storage in enterprise and cloud servers to enable machine learning, training,
and inferencing. Our enterprise RDIMM DRAM memory modules provide the high performance, reliability, and integrity
requirements for such applications. In 2018, we qualified our 32GB non-volatile module ("NVDIMM") at key OEMs and alsobegan shipping in volume our 128GB through-silicon via-based ("TSV") RDIMMS.
Client: In 2018, we achieved significant production and sales to the client market from our 1Xnm technology. Our products
sold to the client market support both PC unit growth, driven primarily by corporate replacement cycles from upgraded
operating systems, as well as increases in content per unit. Additionally, our products sold to the client market are incorporated
into gaming and ultra-thin notebooks.
Graphics: Our GDDR5/5x DRAM graphics products are incorporated into applications providing virtual reality,
augmented reality, and crypto-mining technology. In 2018, we benefitted from strong demand for graphics memory in gaming
console applications, as well as a higher attach-rate of graphics DRAM products in performance and enthusiast graphics cards.
In 2018, we migrated and scaled production of our 8Gb GDDR5 to our 1Xnm DRAM technology, which augmented productionof our GDDR5/5x DRAM memory on our 20nm line-width technology. We remained focused on execution of technology
transitions and achieved volume production of our 8Gb GDDR6 DRAM for the graphics and crypto-mining markets in 2018.
Networking: The networking memory market is characterized by long life-cycle DRAM products, and accordingly, asignificant portion of our sales to the networking market consisted of products manufactured on our legacy 30nm and 25nmseries DRAM technology. In 2018, we accelerated a shift from DDR3 to DDR4 DRAM and began sales of 4Gb DDR4 DRAM
into emerging 5G applications.
Mobile Business Unit
MBU includes memory products sold into smartphone and other mobile-device markets and includes discrete DRAM,
discrete NAND, and managed NAND. MBU managed NAND includes eMMC and universal flash storage ("UFS") solutions,which each combine high-capacity NAND with a high-speed controller and firmware in a small ball-grid array, and eMCP
products, which combine an eMMC/UFS solution with LPDRAM. MBU reported revenue of $6.58 billion in 2018, $4.42
billion in 2017, and $2.57 billion in 2016. In 2018, we announced new 64-layer, second-generation 3D NAND storage products,
which support the high-speed UFS 2.1 standard and eMMC 5.1 standard. These new mobile solutions are based on our
industry-leading TLC 3D NAND technology, empowering smartphone makers to enhance the user experience with nextgeneration mobile features such as artificial intelligence, virtual reality, and facial recognition. Our 1Xnm LPDRAM solutions
provide power efficiency, particularly critical to our mobile customers, and our 1Ynm 12Gb LPDDR4 solutions, the highest
capacity LPDRAM monolithic die available in the industry, provide both power efficiency and higher capacity to our mobile
customers.
Smartphone: In 2018, we achieved product qualification of our 1Xnm LPDDR4 DRAM with major mobile phone OEMs.
Our LPDRAM offers low-power, high-performance solutions to perform in extreme environments demanded by high-end
smartphones. High-end smartphones incorporate higher levels of NAND and LPDRAM that enable features such as larger 4K
displays, multiple high-resolution cameras, and 4K high-dynamic range video recording. Additionally, our smartphone 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. In 2018, ourmanaged NAND products achieved strong growth, including our new 128GB NAND plus 4GB DRAM MCP and our first highperformance UFS managed NAND products introduced in the fourth quarter of 2018.

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Storage Business Unit
SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets aswell as other discrete storage products sold in component and wafer forms to the removable storage markets. SBU sales also
include "non-trade" products consisting of products manufactured and sold to Intel through IMFT under a long-term supply
agreement at prices approximating cost, which included 3D XPoint memory and NAND products. SBU reported revenue of$5.02 billion in 2018, $4.51 billion in 2017, and $3.26 billion in 2016. In 2018, we continued to ramp our 64-layer 3D NAND
technology and achieved bit output crossover relative to 32-layer in the second half of 2018. In 2018, we also extended ourleadership position in 3D NAND technology by delivering the industry's first commercially available QLC 3D NAND
technology. Leveraging our 64-layer structure, the new QLC NAND technology achieves 1 terabit ("Tb") density per die, which
has a 33% higher array density as compared to TLC, enabling new operating points for density and cost in the enterprise, cloud,and client-storage markets. In 2018, we advanced development of our third-generation 96-tier 3D NAND structure, providing a
50 percent increase in layers. Both the 64-layer QLC and 96-layer TLC 3D NAND technologies utilize CMOS under the array("CuA") technology to reduce die sizes and deliver improved performance when compared to competitive approaches. Byleveraging four planes versus two, our new NAND flash memory can write and read more cells in parallel, which delivers fasterthroughput and higher bandwidth at the system level.
SSDs: SSD storage products incorporate NAND, a controller, and firmware and offer benefits over HDDs of a smaller form
factor, faster read and write speeds, and solid-state architecture. SSDs offer significant performance and features, including
speed, reliability, and lower power consumption. We offer SSD solutions utilizing our NAND technology to the enterprise andcloud, client, and consumer markets.
Enterprise and Cloud SSDs: SBU sales to the enterprise and cloud SSD markets in 2018 consisted primarily of ourflagship SATA 5100 and 5200 series SSDs. In 2018, our SATA 5200 series SSD achieved qualification at enterprise server
OEMs, cloud service providers, and enterprise customers. Similar to trends in the memory market, the enterprise and cloudstorage markets have been driven by intelligent edge devices capable of artificial intelligence, augmented reality, and otherfeatures that store, access, and analyze data in the cloud. Artificial intelligence servers require significantly higher SSD
capacity, and our 64-layer QLC NAND technology provides cost-optimized storage solutions, providing significantly lower
total cost of ownership for read-intensive cloud workloads. Our 5200 series SATA SSDs, which deliver best-in-classperformance and capacity, are based on the same proven architecture as our 5100 series. We shipped our first 5200 series SATA
SSDs in the third quarter of 2018 and received broad acceptance in the enterprise and cloud SSD markets. By leveraging ouradvanced CuA NAND in enterprise and cloud SSDs, we deliver low cost, high density, high performance storage solutions.
Client SSDs: SBU sales to the client SSD market in 2018 consisted primarily of our 1100 series 3D NAND SATA
Client SSD, which is targeted for leading personal computer OEMs as a replacement to HDDs. Our client SSDs, used in
notebooks, desktops, workstations, and related consumer applications, deliver high performance, power efficiency, security, andcapacity to our customers. In the first half of 2019, we expect to introduce our 2200 series 3D NAND PCIe client SSD
incorporating our internally-developed controller, enabling us to offer additional differentiated storage solutions for our client
customers.
Consumer SSDs: SBU sales to the consumer SSD market in 2018 consisted primarily of our Crucial-branded MX500
SATA SSD, utilizing our 64-layer TLC 3D NAND. Similar to the client SSD market, our consumer SSD solutions are replacing
HDDs as end-users seek the higher performance, power savings, and reliability of our SSDs.
Components and Wafers: SBU sales of components and wafers in 2018 consisted primarily of our 32-layer TLC NAND
technology and our 64-layer TLC and QLC NAND technology. We continue to transition our business from a storage
components supplier to a storage solutions provider with a richer mix of high-value solutions such as SSDs and mobile
managed NAND. As a result, SBU sales of products in component and wafer form declined in 2018 as compared to 2017.
3D XPoint memory: 3D XPoint memory has 10 times the chip density of DRAM, 1,000 times the endurance capabilityof NAND, and is 1,000 times faster than NAND. These specifications create a significant value opportunity for 3D XPoint
memory in solutions between DRAM and NAND in the memory and storage hierarchy. Trends in machine learning, big data
analytics, and artificial intelligence are driving demand for the features offered by 3D XPoint memory. We are collaboratingwith our customers to develop 3D XPoint memory products and expect to sample such products in late calendar 2019.

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Embedded Business Unit
EBU includes memory and storage products sold into automotive, industrial, and consumer markets and includes discrete
DRAM, discrete NAND, managed NAND, and NOR. EBU reported revenue of $3.48 billion in 2018, $2.70 billion in 2017,and $1.94 billion in 2016. The embedded market is characterized by long life-cycle DRAM and NAND products manufactured
on our mature process technologies. Our embedded products enable edge devices to store, connect, and share information in thegrowing internet of things ("IoT") and are utilized in a diverse set of applications in the automotive, industrial, and consumer
markets.
Automotive: Our DDR3 DRAM and eMMC managed NAND automotive memory and storage products enable connected,
large display infotainment systems and higher definition 4K displays and support improved voice and gesture control in
automotive applications. Our comprehensive and expanding portfolio of DRAM, NAND, and NOR solutions to the automotive
market, as well as our extensive customer support network, also support advancements in autonomous driving and automateddriver assistance systems, which require high reliability and high performance memory and storage.
Industrial: Our industrial products, featuring SLC and MLC NAND, NOR, DDR3 DRAM, and MCP managed NAND,
enable applications in the growing industrial IoT market, including factory automation, transportation, and surveillance. In
2018, we announced availability of our 128GB and 256GB density of edge storage microSD card solutions and collaboration
with several leading video surveillance solution providers to promote surveillance-grade edge storage, utilizing our 64-layer
TLC 3D NAND technology. This newly released solution enables greater capacity in a smaller space, delivering up to 30 daysof surveillance video storage in the camera.
Consumer: Our DDR3 DRAM, SLC NAND, and eMCP managed NAND products sold into the consumer market are used
in a diverse set of consumer products, including service provider and set-top boxes, digital still and video cameras, home
networking, ultra-high definition televisions, and many more applications. Our embedded memory and storage solutions enableedge devices in the consumer products market to store, connect, and share information in the IoT.

Manufacturing
We manufacture our products at our worldwide, wholly-owned and joint venture facilities located in Taiwan, Singapore,
the United States, Japan, and China and also utilize subcontractors to perform certain manufacturing processes. Nearly all ofour 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 andequipment. A significant portion of our semiconductor equipment is generally replaced every five to seven years withincreasingly advanced equipment. Our DRAM, NAND, 3D XPoint memory, and NOR Flash products share a number ofcommon manufacturing processes, enabling us to leverage much of our product and process technology and manufacturing
infrastructure across these product lines.
Our process for manufacturing semiconductor products is complex and involves a number of precise steps, including wafer
fabrication, assembly, and test. Efficient production of semiconductor products requires utilization of advanced semiconductor
manufacturing techniques and effective deployment of these techniques across multiple facilities. The primary determinants ofmanufacturing cost are process line-width, 3D non-volatile layers, NAND cell levels, process complexity, including number ofmask layers and fabrication steps, and manufacturing yield. Other factors that contribute to manufacturing costs are the cost andsophistication of manufacturing equipment, equipment utilization, process complexity, cost of raw materials, labor productivity,
package type, cleanliness of our manufacturing environment, and utilization of subcontractors to perform certain manufacturing
processes. We continuously enhance our production processes, increasing bits per wafer and transitioning to higher density
products. In 2018, we significantly increased our volume production of 1Xnm process node DRAM and expect to achieve bit
crossover by the end of the first quarter of 2019. In 2018, we continued to ramp our 64-layer 3D NAND technology andachieved bit output crossover relative to 32-layer in the second half of 2018.
Wafer fabrication occurs in a highly-controlled clean environment to minimize dust and other yield and quality-limiting
contaminants. Despite stringent manufacturing controls, individual circuits may be nonfunctional or wafers may need to be
scrapped due to equipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects,
and air particle defects. Success of our manufacturing operations depends largely on minimizing defects to maximize yield ofhigh-quality circuits. In this regard, we employ rigorous quality controls throughout the manufacturing, screening, and testingprocesses. We are able to recover certain devices by testing and grading them to their highest level of functionality.
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We sell semiconductor products in both packaged and unpackaged (i.e., "bare die") forms. Our packaged products include
memory modules, SSDs, and managed NAND including MCPs and eMMCs. We assemble many products in-house and, insome cases, outsource assembly services for certain 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 high temperature burn-in on finished products. In addition, we use ourproprietary AMBYX™ line of intelligent test and burn-in systems to perform simultaneous circuit tests of semiconductor die
during the burn-in process, capturing quality and reliability data and reducing testing time and cost.
In recent years, we have produced an increasingly broad portfolio of products and system solutions, which enhances ourability to allocate resources to our most profitable products but also increases the complexity of our manufacturing and supply
chain operations. Although our product lines generally use similar manufacturing processes, our cost efficiency can be affectedby 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.

Arrangements with Intel
IMFT
Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel. IMFT is governed by a Board ofManagers, for which the number of managers appointed by each member varies based on the members' respective ownershipinterests. IMFT manufactures semiconductor products exclusively for its members under a long-term supply agreement at
prices approximating cost. In the first quarter of 2018, IMFT discontinued production of NAND and subsequent to that time has
been entirely focused on 3D XPoint memory production. IMFT sales to Intel were $507 million, $438 million, and $457 million
in 2018, 2017, and 2016, respectively.
The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. At any time throughDecember 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in
IMFT, in either case, for a price that approximates Intel's interest in the net book value of IMFT plus member debt at the time of
the closing. If Intel exercises its put right, we can elect to set the closing date of the transaction any time between six months
and two years following such election by Intel and we can elect to receive financing of the purchase price from Intel for one to
two years from the closing date. If we exercise our call right, Intel can elect to set the closing date of the transaction to be any
time between six months and one year following such election. Following the closing date resulting from exercise of either theput or the call, we will continue to supply to Intel for a period of one year between 50% and 100%, at Intel's choice, of Intel's
immediately preceding six-month period pre-closing volumes of IMFT products for the first six-month period following theclosing and between 0% and 100%, at Intel's choice, of Intel's first six-month period following the closing volumes of IMFT
products for the second six-month period following the closing, at a margin that varies depending on whether the put or callwas exercised.
IMFT's capital requirements are generally determined based on an annual plan approved by the members, and capital
contributions to IMFT are requested as needed. Capital requests are made to the members in proportion to their then-current
ownership interest. Members may elect to not contribute their proportional share, and in such event, the contributing member
may elect to contribute any amount of the capital request, either in the form of an equity contribution or member debt financing.
In 2018, Intel provided debt financing of $1.01 billion to IMFT pursuant to the terms of the IMFT joint venture agreement.
Under the supply agreement, the members have rights and obligations to the capacity of IMFT in proportion to their investment,
including member debt financing. Any capital contribution or member debt financing results in a proportionate adjustment tothe sharing of output on an eight-month lag. Members pay their proportionate share of fixed costs associated with IMFT's
capacity.
R&D Arrangements
We have agreements to jointly develop NAND and 3D XPoint technologies with Intel. We continue to jointly develop
NAND technologies with Intel through the third generation of 3D NAND, which is expected to be completed in the second halfof 2019. In the second quarter of 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND inorder to better optimize the technology and products for our respective business needs. We continue to jointly develop 3D
XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in
the second half of 2019. To better optimize 3D XPoint technology for our product roadmap and maximize the benefits for our5customers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel
subsequent generations of 3D XPoint technology. As a result of the above actions, we expect reimbursements under our costsharing agreements to decrease in early fiscal 2019.

Supply Chain, Materials, and Use of Third-Party Service Providers
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and the use ofthird parties to provide us with components and services. We generally have multiple sources of supply for our raw materials
and services. However, only a limited number of suppliers are capable of delivering certain raw materials and services that meet
our standards and, in some cases, materials, components, or services are provided by a single supplier. Various factors could
reduce the availability of raw 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 may occur
from time to time in the future. Our manufacturing processes are also dependent on our relationships with third-party
manufacturers of controllers used in a number of our products and with outsourced semiconductor assembly and test providers,
contract manufacturers, logistic carriers, and other service providers. Certain raw materials are primarily available in certain
countries, including rare earth minerals available primarily from China, and trade disputes or other political or economic
conditions may limit our availability to obtain such raw materials. We and/or our suppliers and service providers could be
affected by tariffs, embargoes or other trade restrictions, as well as laws and regulations enacted in response to concerns
regarding climate change, conflict minerals, and responsible sourcing practices, which could limit the supply of our raw
materials and/or increase the cost. In addition, disruptions in transportation lines could delay our receipt of raw materials. Leadtimes for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials,
components, services, or the extension of our lead times could have a material adverse effect on our business, results ofoperations, or financial condition. We monitor and manage supply-chain activities to mitigate risks associated with raw
materials and service providers.

Marketing and Customers
We continue to transform how we interact with our customers from transactional opportunistic sales of standardized
memory components to collaborative relationships where we work with our customers to understand their unique opportunities
and challenges. We engage with our customers early in the product life-cycle to identify and design features and performance
characteristics into our products that our customers need in their end products, and then manufacture products that better
anticipate and fit their changing needs. By collaborating with our customers on their design needs in a changing end market, we
differentiate our memory and storage solutions, which provides greater value to our customers.
Our semiconductor memory and storage products are offered under our Micron, Crucial, and Ballistix 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 in our primary markets around the world. We sell our Crucial-branded products
through a web-based customer direct sales channel as well as through channel and distribution partners. Our products are alsooffered through independent sales representatives, distributors, and e-tailers. Our independent sales representatives obtainorders subject to final acceptance by us, and we make shipments against the orders directly to our customers. Our distributors
carry our products in inventory and typically sell a variety of other semiconductor products, including competitors' products.
We maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products. Many of
our customers require a thorough review or qualification of semiconductor products, which may take several months.
In each of the last three years, approximately one-half of our total net sales were to our top ten customers. For otherinformation regarding our concentrations and customers, see "Part II – Item 8. Financial Statements and Supplementary Data –Notes to Consolidated Financial Statements – Certain Concentrations."6

Backlog
Because of volatile industry conditions, customers are generally reluctant to enter into long-term, fixed-pricecontracts. Accordingly, new order volumes for our memory and storage products may fluctuate significantly. We typically
accept orders with acknowledgment that the terms may be adjusted to reflect market conditions at the date of shipment. For
these reasons, we do not believe that our order backlog as of any particular date is a reliable indicator of actual sales for any
succeeding period.

Product Warranty
Because the design and manufacturing process for semiconductor products is highly complex, it is possible that we may
produce products that do not comply with applicable specifications, contain defects, or are otherwise incompatible with end
uses. In accordance with industry practice, we generally provide a limited warranty that our products are in compliance withapplicable specifications existing at the time of delivery and will operate to those specifications during a stated warranty
period. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period
is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for suchitems. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under ourstandard terms and conditions.

Competition
We face intense competition in the semiconductor memory and storage markets from a number of companies, includingIntel; Samsung Electronics Co., Ltd.; SK Hynix Inc.; Toshiba Memory Corporation; and Western Digital Corporation. Some ofour competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on
growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation of industry
competitors could put us at a competitive disadvantage. In addition, some governments have provided and may continue toprovide significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene insupport of national industries and/or competitors. In particular, we face the threat of increasing competition as a result ofsignificant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities
that is intended to advance 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.
Our competitors generally seek to increase silicon capacity, improve yields, and reduce die size in their product designs
which may result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supplyof 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 someof our competitors have plans to ramp, or are constructing or ramping, production at new fabrication facilities. Increases inworldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, would
lead to declines in average selling prices for our products and would adversely affect our business, results of operations, andfinancial condition. If competitors are more successful at developing or implementing new product or process technology, theirproducts could have cost or performance advantages.
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 priceand performance characteristics including: operating speed, power consumption, reliability, compatibility, size, and form
factors.

7

Research and Development
Our process technology R&D efforts are focused primarily on development of process technology that enables continuous
improvement to cost structures and performance enhancements for our future products. We are also focused on developing new
fundamentally different memory structures, materials, and packages, which are designed to facilitate our transition to next
generation products. Additional process technology R&D efforts focus on the enablement of advanced computing, storage, andmobile memory architectures, the investigation of new opportunities that leverage our core semiconductor expertise, and thedevelopment of new manufacturing materials. Product design and development efforts include our high density DDR4 andDDR5 DRAM and LPDRAM products as well as high density and mobile 3D NAND (including TLC and QLC technologies),
3D XPoint memory, SSDs (including firmware and controllers), managed NAND, specialty memory, and other memory
technologies and systems.
To compete in the semiconductor memory and storage markets, we must continue to develop technologically advanced
products and processes. We believe that expansion of our semiconductor product offerings is necessary to meet expected market
demand for specific memory and storage products and solutions. Our process, design, and package development efforts occur atmultiple locations across the world, with our largest R&D center located in Boise, Idaho and other R&D centers in Japan,
China, Italy, Singapore, Taiwan, and other sites in the United States.
R&D expenses vary primarily with the number of development wafers processed, the cost of advanced equipment
dedicated to new product and process development, and personnel 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 reviews and tests for performance and reliability. R&D expenses canvary significantly depending on the timing of product qualification.
Our R&D expenses were $2.14 billion, $1.82 billion, and $1.62 billion for 2018, 2017, and 2016, respectively. We sharethe cost of certain product and process development activities under development agreements with partners, including
agreements to jointly develop NAND and 3D XPoint technologies with Intel. These R&D expenses reflect net reductions of$201 million, $213 million, and $205 million for 2018, 2017, and 2016, respectively, as a result of reimbursements under ourcost-sharing arrangements with development partners.

Geographic Information
See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Geographic Information."

Patents and Licenses
We are a recognized leader in per capita and quality of patents issued. As of August 30, 2018, we owned approximately
13,750 active U.S. patents and 5,000 active foreign patents. In addition, we have thousands of U.S. and foreign patentapplications pending. Our patents have various terms expiring through 2038.
From time to time, we sell and/or license our technology to other parties and continue to pursue opportunities to monetize
our investment in our intellectual property through partnering and other arrangements. We have also jointly developed memoryand 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 or sold ourintellectual property to third parties. Some of these license agreements require us to make one-time or periodic payments whileothers have resulted in us receiving payments. We may need to obtain additional licenses or renew existing license agreementsin the future, and we may enter into additional sales or licenses of intellectual property and partnering arrangements. We areunable to predict whether these license agreements can be obtained or renewed on terms acceptable to us.

8Employees
As of August 30, 2018, we had approximately 36,000 employees.

Environmental Compliance
We approach environmental stewardship and sustainability proactively to ensure we meet all government regulations
regarding raw materials, discharges, emissions, and solid wastes from our manufacturing processes. Our wafer fabrication
facilities continued to conform to the requirements 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 meet requirements in environmental policy, compliance, planning, management, structure andresponsibility, training, communication, document control, operational control, emergency preparedness and response, record
keeping, and management review. While we have not experienced any material adverse effects to our operations fromenvironmental regulations, changes in the regulations could necessitate additional capital expenditures, modification of ouroperations, or other compliance actions.

Directors and Executive Officers of the Registrant
Our executive officers are appointed annually by our Board of Directors (the "Board") and our directors are electedannually by our shareholders. Any directors appointed by the Board to fill vacancies on the Board serve until the next election
by our shareholders. All officers and directors serve until their successors are duly chosen or elected and qualified, except in thecase of earlier death, resignation, or removal.
As of August 30, 2018, the following executive officers and directors were subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended.

Name
April S. Arnzen
Manish Bhatia
Scott J. DeBoer
Sanjay Mehrotra
Joel L. Poppen
Sumit Sadana
Steven L. Thorsen, Jr.
David A. Zinsner
Robert L. Bailey
Richard M. Beyer
Patrick J. Byrne
Mercedes Johnson
Lawrence N. Mondry
Robert E. Switz

Age
47
46
52
60
54
49
53
49
61
69
57
64
58
71

Officer/
Director
Since
2015
2018
2007
2017
2013
2017
2012
2018
2007
2013
2011
2005
2005
2006

Position
Senior Vice President, Human Resources
Executive Vice President, Global Operations
Executive Vice President, Technology Development
President and Chief Executive Officer, Director
Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary
Executive Vice President and Chief Business Officer
Senior Vice President, Worldwide Sales
Senior Vice President and Chief Financial Officer
Director
Director
Director
Director
Director
Chairman of the Board of Directors

April S. Arnzen joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen wasnamed Senior Vice President, Human Resources in June 2017. Ms. Arnzen holds a BS in Human Resource Management andMarketing from the University of Idaho, and is a graduate of the Stanford Graduate School of Business Executive Program.
Manish Bhatia joined us in October 2017 as our Executive Vice President of 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 Presidentof Worldwide Operations when it was acquired by Western Digital in May 2016. Mr. Bhatia holds a BS and MS in MechanicalEngineering and an MBA, each from the Massachusetts Institute of Technology.
9

Scott J. DeBoer joined us in February 1995 and has served in various leadership positions since that time. Dr. DeBoer wasnamed Executive Vice President, Technology Development in June 2017. Dr. DeBoer holds a PhD in Electrical Engineeringand an MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College.
Sanjay Mehrotra joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra co-founded
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 July 2009 until July 2018 and for Western DigitalCorp. from May 2016 to February 2017. Mr. Mehrotra holds a BS and an MS in Electrical Engineering and Computer Sciencefrom the University of California, Berkeley and is a graduate of the Stanford Graduate School of Business Executive Program.
Joel L. Poppen joined us in October 1995 and has held various leadership positions since that time. Mr. Poppen was named
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 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 when it was acquired by Western Digital in May 2016. Mr. Sadana currently serveson 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 Electrical Engineering from Stanford University.
David A. Zinsner 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 and Chief 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.
Steven L. Thorsen, Jr. joined us in September 1988 and has served in various leadership positions since that time. Mr.
Thorsen was named Senior Vice President, Worldwide Sales in June 2017. Mr. Thorsen holds a BA in Business Administrationfrom Washington State University. On September 20, 2018, Mr. Thorsen announced his intention to retire from Micron in earlyNovember 2018. Mr. Thorsen served as our Senior Vice President, Worldwide Sales through September 30, 2018.
Robert L. Bailey was Chief Executive Officer of Blue Willow Systems, Inc. from August 2017 until August 2018. Blue
Willow is a software as a service resident safety platform for senior living facilities. Mr. Bailey was the Chairman of the Boardof Directors of PMC-Sierra, Inc. from 2005 until May 2011 and also served as PMC's Chairman from February 2000 until
February 2003. Mr. Bailey served as a director of PMC from October 1996 to May 2011. He also served as the Chief Executive
Officer of PMC from July 1997 until May 2008. Within the past five years, Mr. Bailey also served on the Board of Directors of
Entropic Communications. Mr. Bailey holds a BS in Electrical Engineering from the University of Bridgeport and an MBAfrom the University of Dallas.
Richard M. Beyer was Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June2012 and served as a director with Freescale until April 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive
Officer and a director of Intersil Corporation from 2002 to 2008. He also has previously served in executive management roles
at FVC.com, VLSI Technology, and National Semiconductor Corporation. Within the past five years, Mr. Beyer served on the
Board of Directors of Microsemi Corporation, Analog Devices, Inc., and Freescale. He currently serves on the Board of
Directors of Dialog Semiconductor. Mr. Beyer served three years as an officer in the United States Marine Corps. He holds a
BA and an MA in Russian from Georgetown University and an MBA in Marketing and International Business from Columbia
University Graduate School of Business. Mr. Beyer is the Chair of the Board of Directors' Governance and Sustainability
Committee.
Patrick J. Byrne has served as Senior Vice President of Fortive Corporation since July 2016, when Danaher Corporation
completed the separation of its Test & Measurement and Industrial Technologies segments. Mr. Byrne was President ofTektronix, a subsidiary of Danaher, from July 2014 to July 2016. Previously, he was Vice President of Strategy and Business
Development and Chief Technical Officer of Danaher from November 2012 to July 2014. Danaher designs, manufactures, andmarkets innovative products and services to professional, medical, industrial, and commercial customers. Mr. Byrne served as
Director, President and Chief Executive Officer of Intermec, Inc. from 2007 to May 2012. Within the past five years, Mr. Byrne
10served on the Board of Directors of Flow International. Mr. Byrne holds a BS in Electrical Engineering from the University ofCalifornia, Berkeley and an MS in Electrical Engineering from Stanford University.
Mercedes Johnson was the Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a supplier ofanalog interface components for communications, industrial, and consumer applications, from December 2005 to August 2008.
She also served as the Senior Vice President, Finance of Lam Research Corporation from June 2004 to January 2005 and as
Lam's Chief Financial Officer from May 1997 to May 2004. Ms. Johnson holds a degree in Accounting from the University of
Buenos Aires and currently serves on the Board of Directors for Juniper Networks, Inc., Teradyne, Inc., and Synopsys, Inc. She
also served on the Board of Directors for Intersil Corporation from August 2005 to February 2017. Ms. Johnson is the Chair of
the Board of Directors' Audit Committee and Finance Committee.
Lawrence N. Mondry has been the President and Chief Executive Officer of Stream Gas & Electric, Ltd., a provider ofenergy, mobile, and protective services, since February 2016. Mr. Mondry was the Chief Executive Officer of Apollo Brands, aconsumer products portfolio company, from February 2014 to February 2015. Mr. Mondry was the Chief Executive Officer of
Flexi Compras Corporation, a rent-to-own retailer, from June 2013 to February 2014. Mr. Mondry was the President and Chief
Executive Officer of CSK Auto Corporation, a specialty retailer of automotive aftermarket parts, from August 2007 to July
2008. Prior to his appointment at CSK, Mr. Mondry served as the Chief Executive Officer of CompUSA Inc. from November
2003 to May 2006. Mr. Mondry is the Chair of the Board of Directors' Compensation Committee.
Robert E. Switz was the Chairman, President, and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of
network infrastructure products and services, from August 2003 until December 2010, when Tyco Electronics Ltd. acquired
ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Within the past five
years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., Broadcom Corporation, Cyan, Inc., Pulse
Electronics Corporation, Leap Wireless International, Inc., and Gigamon, Inc. Mr. Switz currently serves on the Board of
Directors for Marvell Technology Group Ltd. and FireEye, Inc. Mr. Switz holds an MBA from the University of Bridgeport anda BS in Business Administration from Quinnipiac University. Mr. Switz was appointed Chairman of the Board of Directors in
2012.
There are no family relationships between any of our directors or executive officers.

Available Information
Micron, a Delaware corporation, was incorporated in 1978. 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, and Code ofBusiness 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 are available to shareholders
upon request. Information contained or referenced on our website is not incorporated by reference and does not form a part ofthis Annual Report on Form 10-K.
We use our investor relations website http://investors.micron.com as a routine channel for distribution of important
information, including news releases, analyst presentations, and financial information. 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 U.S. Securities andExchange Commission, 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 Securities and Exchange Commission’s ("SEC")
website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that fileelectronically with the SEC. Materials filed or furnished by us with the SEC are also available at the SEC's Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room is available bycalling (800) SEC-0330. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form
10-K unless expressly noted.

11

ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-K, the following are important factors, the order of which is
not necessarily indicative of the level of risk that each poses to us, which could cause actual results or events to differ materiallyfrom those contained in any forward-looking statements made by us. Our operations could also be affected by other factors thatare presently unknown to us or not considered significant. Any of the factors below could have a material adverse effect on ourbusiness, results of operations, financial condition, or stock price.
We have experienced volatility in average selling prices for our semiconductor memory and storage products which may
adversely affect our business.
We have experienced significant volatility in our average selling prices, including dramatic declines, as noted in the tablebelow, 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. Decreases inaverage 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

Trade NAND

(percentage change in average selling prices)
37 %
(11)%
19 %
(9)%
(35)%
(20)%
(11)%
(17)%
6%
(23)%

2018 from 20172017 from 20162016 from 2015
2015 from 20142014 from 2013
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 throughimprovements in our manufacturing processes and product designs, including, but not limited to, process line-width, additional
3D memory layers, additional bits per cell (i.e., cell levels), architecture, number of mask layers, number of fabrication steps,
and yield. 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 to reduce costs include, but are not limited to, strategic productdiversification decisions affecting product mix, the increasing complexity of manufacturing processes, difficulties intransitioning to smaller line-width process technologies, 3D memory layers, NAND cell levels, process complexity including
number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, andnew products that may require relatively larger die sizes. Per gigabit manufacturing costs may also be affected by a broader
product portfolio, which may have smaller production quantities and shorter product lifecycles. 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, includingIntel; Samsung Electronics Co., Ltd.; SK Hynix Inc.; Toshiba Memory Corporation; and Western Digital Corporation. Some ofour competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on
growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation of industry
competitors could put us at a competitive disadvantage. In addition, some governments have provided, and may continue toprovide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene insupport of national industries and/or competitors. In particular, we face the threat of increasing competition as a result ofsignificant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities
that is intended to advance 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.
Our competitors generally seek to increase silicon capacity, improve yields, and reduce die size in their product designs
which may result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supplyof 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 some12

of our competitors have plans to ramp, or are constructing or ramping, production at new fabrication facilities. Increases inworldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, would
lead to further declines in average selling prices for our products and would materially adversely affect our business, results ofoperations, 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.
We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund ouroperations, make scheduled debt payments, 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 that net cash expenditures in2019 for property, plant, and equipment will be approximately $10.5 billion plus or minus 5%, which reflects the offset ofamounts we expect to be funded by our partners. Investments in capital expenditures, net of amounts funded by our partners,
were $8.20 billion for 2018.
As a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings arecontinuing, MMJ is prohibited from paying dividends, including any cash dividends, to us and such proceedings require that
excess earnings be used in MMJ's business or to fund the MMJ creditor payments. In addition, pursuant to an order of theTokyo District Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to us without theconsent of the Tokyo District Court and may, under certain circumstances, be subject to approval of the legal trustee. As aresult, the assets of MMJ are not available for use by us in our other operations. Furthermore, certain uses of the assets of MMJ,
including certain capital expenditures of MMJ, may require consent of MMJ's trustees and/or the Tokyo District Court.
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 to us. Therecan be no assurance that we will be able to generate sufficient cash flows, use cash held by MMJ to fund its capital
expenditures, access capital markets or find other sources of financing to fund our operations, make debt payments, and makeadequate capital investments to remain competitive 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.
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 to meetlong-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 facetechnological 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, which involves significant risk
and uncertainties. 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 newmemory and storage technologies. There can be no assurance of the following:••••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.

We develop and produce advanced memory technologies, including 3D XPoint memory, a new class of non-volatiletechnology. There is no assurance that our efforts to develop and market new product technologies will be successful.
Unsuccessful efforts to develop new semiconductor memory and storage technologies could have a material adverse effect on
our business, results of operations, or financial condition.

13

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 made significant 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 tomeet the specific demands of our customers, which increases our reliance on our customer's ability to accurately forecast theend-customer's needs and preferences. As a result, our product demand forecasts may be impacted significantly by the strategic
actions of our customers. In order to continue our success, we must develop, manufacture, and qualify the products ourcustomers need at the time they need those products. The process to develop new products requires us to demonstrate advanced
functionality and performance, often well in advance of a planned ramp of production, in order to secure design wins with ourcustomers. In addition, some of our components have long lead-times, requiring us to place orders several months in advance ofanticipated demand. Such long lead-times increase the risk of excess inventory or loss of sales in the event our forecasts vary
substantially from actual demand. There can be no assurance of the following:
•
•
•
•
•
•

that our product development efforts will be successful;that we will be able to cost-effectively manufacture new products;that we will be able to successfully market these products;that we will be able to establish or maintain key relationships with customers with specific chip set or design
requirements;that we will be able to introduce new products into the market and qualify them with our customers on a timely basis;orthat margins 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 our business,
results of operations, or financial condition.
Our joint ventures and strategic relationships involve numerous risks.
We have entered into strategic relationships, including our joint development partnership and our IMFT joint venture withIntel, to develop new manufacturing process technologies and products and to manufacture certain products. These joint
ventures and strategic relationships are subject to various risks that could adversely affect the value of our investments and our
results of operations, including the following:
•

•
•
•
•
•
•
•
•
•
•
•

diverging interests between us and our partners and disagreements on the following:
ongoing or future development, manufacturing, or operational activities;
the amount, timing, or nature of further investments; andcommercial terms in our joint ventures or strategic relationships;
competition from our partners;
access by our partners to our proprietary product and process technology which they may use;difficulties in transferring technology to joint ventures;difficulties and delays in ramping production at joint ventures;
limited control over the operations of our joint ventures;
inability of our partners to meet their commitments to us or our joint ventures;
differences in participation on funding capital investments in our joint ventures due to differing business models or
long-term business goals;
inadequate cash flows to fund increased capital requirements of our joint ventures;difficulties or delays in collecting amounts due to us from our joint ventures and partners;
disputes with partners regarding the terms of arrangements or that terms of such arrangements are unfavorable; andchanges in tax, legal, or regulatory requirements that necessitate changes in the agreements with our partners.

Our joint ventures and strategic relationships, if unsuccessful, could have a material adverse effect on our business, resultsof operations, or financial condition.
A significant concentration of our net sales is to a select number of customers.
In each of the last three years, approximately one-half of our total net sales were to our top ten customers. A disruption in
our relationship with any of these customers could adversely affect our business. We could experience fluctuations in ourcustomer base or the mix of revenue by customer as markets and strategies evolve. In addition, any consolidation of our14

customers could reduce the number of customers to whom our products could be sold. Our inability to meet our customers'
requirements or to qualify our products with them could adversely impact our sales. The loss of one or more of our major
customers or any significant reduction in orders from, or a shift in product mix by, these customers could have a material
adverse effect on our business, results of operations, or financial condition.
Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop andqualify our system solutions.
Our development of system-level memory and storage products is dependent, in part, upon successfully identifying andmeeting our customers' specifications for those products. Developing and manufacturing system-level products withspecifications unique to a customer increases our reliance upon that customer for purchasing our products in sufficient volume,
quantity, and in a timely manner. If we fail to identify or develop products on a timely basis, or at all, that comply with ourcustomers' specifications or achieve design wins with our customers, we may experience a significant adverse impact on oursales and margins. Even if our products meet customer specifications, our sales of system-level solutions are dependent upon
our customers choosing our products over those of our competitors and purchasing our products at sufficient volumes andprices. Our competitors' products may be less costly, provide better performance, or include additional features when comparedto our products. Our long-term ability to sell system-level memory and storage products is reliant upon our customers' ability tocreate, market, and sell their products containing our system-level solutions at sufficient volumes and prices in a timely manner.
If we fail to 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 togenerate sufficient profit if our per-unit manufacturing costs exceed our per-unit selling prices. Manufacturing system-level
solutions to customer specifications requires a longer development cycle, as compared to discrete products, to design, test, andqualify, which may increase our costs. Additionally, some of our system solutions are increasingly dependent on sophisticatedfirmware that may require significant customization to meet customer specifications, which increases our costs and time tomarket. Additionally, we may need to update our firmware or develop new firmware as a result of new product introductions orchanges in customer 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 systemlevel solutions and/or 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, results of 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 or that areotherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely affect ourbusiness, 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, we have further diversified andexpanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet
specifications in a particular application. As a result, 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 of such costs or
alleged damages; andwe may encounter adverse publicity, which could cause a decrease in sales of our products or harm our 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.
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 restructuring of our capital structure. As of August 30, 2018, we had debt with a carrying value of $4.64
billion and may borrow up to an additional $2.00 billion under an undrawn revolving credit facility. In addition, as ofAugust 30, 2018, the conversion value in excess of principal of our convertible notes was $1.85 billion, based on the trading
price of our common stock of $52.76 per share on such date.
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Our debt obligations could adversely impact us. For example, these obligations could:
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require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount ofcash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other businessactivities;
require us to use cash and/or issue shares of our common stock to settle any conversion obligations of our convertible
notes;
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 sale-leaseback financing
transactions;increase our vulnerability to adverse economic and semiconductor memory and storage industry conditions;increase our exposure to interest rate risk from variable rate indebtedness;
continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; andrequire us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of ourconvertible notes to minimize dilution of our earnings per share.

Our ability to meet our payment obligations under our debt instruments depends on our ability to generate significant cash
flows 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. There can be no assurance that our business will generate cash flowfrom operations, or that additional capital will be available 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 beable to satisfy applicable draw-down conditions and utilize our revolving credit facility. If we are unable to generate sufficient
cash flows to service our debt payment obligations, we may need to refinance or restructure our debt, sell assets, reduce ordelay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives,
we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results ofoperations, or financial condition.
We may be unable to protect our intellectual property or retain key employees who are knowledgeable of and 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, andvendors, and a general system of internal controls. Despite our system of controls over our intellectual property, it may bepossible 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 foreign countries may not protect our intellectual property to thesame degree as do U.S. laws and our confidentiality, non-disclosure, and non-compete agreements may be unenforceable ordifficult and costly to enforce.
Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop, andretain highly skilled employees. Global competition for such skilled employees in our industry is intense. Due to the volatilenature of our industry and our operating results, a decline in our operating results and/or stock price may adversely affect ourability 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 ourcompetitors or future entrants into our industry are successful in hiring our employees, they may directly benefit from theknowledge 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.

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Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights ofothers, 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, and may inthe future assert, that our products or manufacturing processes infringe upon, misappropriate, misuse, or otherwise violate theirintellectual property rights. We are unable to predict the outcome of these assertions made against us. Any of these types ofclaims, regardless of the merits, could subject us to significant costs to defend or resolve such claims and may consume asubstantial 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 the foregoing
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 to make onetime or periodic payments. We may need to obtain additional licenses or renew existing license agreements in the future. We areunable to predict whether these license agreements can be obtained or renewed on terms acceptable to us. The failure to obtainor 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 andequipment for manufacturing the accused products in China, to stop manufacturing, using, selling, and offering for sale theaccused 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 therefore cannot estimate therange of possible loss. A determination that our products or manufacturing processes infringe the intellectual property rights ofothers 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 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.")
Litigation 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 of ourbusiness or otherwise, both domestically and internationally. 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 ourmanagement. We could be subject to litigation or arbitration disputes arising from our relationships with vendors or customers,
supply agreements, or contractual obligations with our subcontractors or business partners. We may also be associated with andsubject to litigation arising from the actions of our subcontractors or business partners. We may also be subject to litigation as aresult of indemnities we issue, primarily with our customers, the terms of our product warranties, and from product liability
claims. 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. 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 litigation
could lead to significant costs and expenses as we defend claims, are required to pay damage awards, or enter into settlementagreements, any of which could have a material adverse effect on our business, results of operations, or financial condition.

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If our manufacturing process is disrupted, our business, results of operations, or financial condition could be materiallyadversely affected.
We and our subcontractors manufacture products using highly complex processes that require technologically advanced
equipment and continuous modification to improve yields and performance. Difficulties in the manufacturing process or theeffects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturingcosts. 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. Additionally, our control over operations at IMFT is limited by our agreementswith Intel. From time to time, there have been disruptions in the manufacturing process as a result of power outages, improperly
functioning equipment, disruptions in supply of raw materials or components, equipment failures, earthquakes, or otherenvironmental events. If production is disrupted for any reason, manufacturing yields may be adversely affected or we may beunable to meet our customers' requirements and they may purchase products from other suppliers. This could result in asignificant increase in manufacturing costs, loss of revenues, or damage to customer relationships, any of which could have amaterial adverse effect on our business, results of operations, or financial condition.
Increases in tariffs or other trade restrictions or taxes on our products or equipment and supplies could have an adverse
impact on our operations.
In 2018, 88% of our sales were to customers located outside the United States. We also purchase a significant portion ofequipment and supplies from suppliers outside the United States. Additionally, a significant portion of our facilities are locatedoutside the United States, including Taiwan, Singapore, Japan, and China. The United States and other countries have leviedtariffs and taxes on certain goods. General trade tensions between the U.S. and China have been escalating in 2018, with threerounds of U.S. tariffs on Chinese goods taking effect in July, August, and September 2018, each followed by a round of
retaliatory Chinese tariffs on U.S. goods. Some of our products are included in these announced tariffs. Higher duties on
existing tariffs and further rounds of tariffs have been announced or threatened by U.S. and Chinese leaders. If the U.S. were to
impose additional tariffs on components that we or our suppliers source from China, our cost for such components would
increase. We may also incur increases in manufacturing costs due to our efforts to mitigate the impact of tariffs on ourcustomers and our operations. Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other tradebarriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit our ability to produce
products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, orinhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on
our business, results of operations, or financial conditions.
We must attract, retain, and motivate highly skilled employees.
To remain competitive, we must attract, retain, and motivate executives and other highly skilled employees. Hiring andretaining qualified executives, engineers, technical staff, and sales representatives are critical to our business, and competition
for experienced employees in our industry can be intense. Our inability to attract and retain key employees may inhibit ourability to expand our business operations. Additionally, changes to immigration policies in the numerous countries in which we
operate, including the United States, may limit our ability to hire and/or retain talent in specific locations. If our totalcompensation programs and workplace culture cease to be viewed as competitive, 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.
The acquisition of our ownership interest in Inotera from Qimonda has been challenged by the administrator of theinsolvency proceedings for Qimonda.
On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron andMicron Semiconductor B.V., our Netherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The
complaint seeks 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 as of August 30, 2018, and seeks an order
requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among other things, to recoverdamages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of theGerman Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchaseagreement.

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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 the benefits 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 the joint venture relationship with Inotera; and (5) determiningthat 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 byMicron 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 byMicron B.V. from ownership of the Inotera Shares. The interlocutory judgments have no immediate, enforceable effect on us,
and, accordingly, we expect to be able to continue to operate with full control of the Inotera Shares subject to further
developments in the case. We have filed a notice of appeal, and the parties have submitted briefs to the appeals court.
We are unable to predict the outcome of the matter and, therefore, cannot estimate the range of possible loss. The final
resolution of this lawsuit could result in the loss of the Inotera Shares or monetary damages, unspecified damages based on thebenefits 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 our business, results of operations, or financial condition.
Breaches of our security systems 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. 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 of our physical security and attacks on our network systems could result in significant losses anddamage our reputation with customers and suppliers and may expose us to litigation if the confidential information of ourcustomers, suppliers, or employees is compromised, which could have a material adverse effect on our business, results ofoperations, or financial condition.
Changes in foreign currency exchange rates could materially adversely affect our business, results of operations, 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, Singapore dollar, New Taiwan dollar, and yen. Although we hedge our primary
exposures to changes in currency exchange rates from our monetary assets and liabilities, the effectiveness of these hedges isdependent upon our ability to accurately forecast our monetary assets and liabilities. In addition, a significant portion of ourmanufacturing costs are denominated in foreign currencies. Exchange rates for some of these currencies against the U.S. dollar,
particularly the yen, have been volatile in recent periods. If these currencies strengthen against the U.S. dollar, ourmanufacturing 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 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:
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integrating the operations, technologies, and products of acquired or newly formed entities into our operations;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;
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requirements imposed by governmental 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 the acquired business;inability to realize synergies or other expected benefits;
failure to maintain customer, vendor, and other relationships;
inadequacy or ineffectiveness of an acquired company's internal financial controls, disclosure controls and procedures,compliance programs, and/or environmental, health and safety, anti-corruption, human resource, or other policies orpractices; andimpairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions,
technological advancements, or worse-than-expected performance of the acquired business.

In previous years, supply of memory and storage products has significantly exceeded customer demand resulting insignificant declines in average selling prices. 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 we are successful in completing any such transactions, we could be subject to some or all of the risks describedabove, 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 and may not be
successful and 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 andquality of materials, supplies, and capital equipment, or the dependency on third-party service providers.
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and the use ofthird parties to provide us with components and services. We generally have multiple sources of supply for our raw materials
and services. However, only a limited number of suppliers are capable of delivering certain raw materials and services that meet
our standards and, in some cases, materials, components, or services are provided by a single supplier. Various factors could
reduce the availability of raw 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 may occur
from time to time in the future. Our manufacturing processes are also dependent on our relationships with third-party
manufacturers of controllers used in a number of our products and with outsourced semiconductor assembly and test providers,
contract manufacturers, logistic carriers, and other service providers. Certain raw materials are primarily available in certain
countries, including rare earth minerals available primarily from China, and trade disputes or other political or economic
conditions may limit our availability to obtain such raw materials. We and/or our suppliers and service providers could be
affected by tariffs, embargoes or other trade restrictions, as well as laws and regulations enacted in response to concerns
regarding climate change, conflict minerals, and responsible sourcing practices, which could limit the supply of our raw
materials and/or increase the cost. In addition, disruptions in transportation lines could delay our receipt of raw materials. Leadtimes for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials,
components, services, or the extension of our lead times could have a material adverse effect on our business, results ofoperations, or financial condition.
Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables thetransition to lower cost manufacturing processes. For certain key types of equipment, including photolithography tools, we aresometimes 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 obtain equipment on a timely basis could adversely affect ourability 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 of operations, or financial condition.
A downturn in the worldwide economy may harm our business.
Downturns in the worldwide economy have harmed our business in the past and future downturns could also adversely
affect our business. Adverse economic conditions affect demand for devices that incorporate our products, such as personal
computers, mobile devices, SSDs, and servers. Reduced demand for these products could result in significant decreases in our
average selling prices and product sales. A deterioration of current conditions in worldwide credit markets could limit ourability to obtain external financing to fund our operations and capital expenditures. In addition, we may experience losses on
our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions
may also result in a higher rate of losses on our accounts receivables due to credit defaults. As a result, a downturn in theworldwide economy could have a material adverse effect on our business, results of operations, or financial condition.
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Our results of operations could be affected by natural disasters and other events in the locations in which we or ourcustomers or suppliers operate.
We have manufacturing and other operations in locations subject to natural occurrences such as severe weather andgeological events, including earthquakes or tsunamis, that could disrupt operations or result in construction delays. In addition,
our suppliers and customers also have operations in such locations. A natural disaster, fire, explosion, or other event that results
in a prolonged disruption to our operations, or the operations of our customers or suppliers, could have a material adverse effecton our business, results of operations, or financial condition.
Our incentives from various governments are conditional upon achieving or maintaining certain performanceobligations 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 such incentives. We cannot guarantee that we will
successfully achieve performance obligations required to qualify for these incentives or that the granting agencies will provide
such funding. These incentive arrangements typically provide the granting agencies with rights to audit our performance withthe terms and obligations. Such audits could result in modifications to, or termination of, the applicable incentive program. The
incentives we receive could be subject to reduction, 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.
A change in tax laws in key jurisdictions could materially increase our tax expense.
We are subject to income taxes in the U.S. and many foreign jurisdictions. Changes to income tax laws and regulations in
any of the jurisdictions in which we operate, or in the interpretation of such laws, could significantly increase our effective tax
rate and ultimately reduce our cash flow from operating activities and otherwise have a material adverse effect on our financial
condition. For example, as a result of the Tax Cuts and Jobs Act (the "Tax Act") enacted on December 22, 2017 by the UnitedStates, our effective tax rate may increase to the low teens percentage in 2019, depending on the amount and geographic mix ofour taxable income. Additionally, various levels of government are increasingly focused on tax reform and other legislative
action to increase tax revenue. 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 Organization for Economic Co-operation and Development, which represents a
coalition of member countries and recommended changes to numerous long-standing tax principles. If adopted by countries,
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 our business, results of operations, or financial
condition.
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 these jurisdictions. Our provision forincome taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including challenges by tax
authorities to our tax positions and intercompany transfer pricing agreements, failure to meet performance obligations withrespect to tax incentive agreements, 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 and certain tax returns may
remain open to examination for several years. The results of audits and examinations of previously filed tax returns andcontinuing 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 our business, results of operations, or financial condition.
We may incur additional 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 to centralize 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 other initiatives. In connection with any restructure
initiatives, we could incur restructure charges, loss of production output, loss of key personnel, disruptions in our operations,21

and difficulties in the timely delivery of products, which could have a material adverse effect on our business, results ofoperations, or financial condition.
We face risks associated with our international sales and operations that could materially adversely affect our business,
results of operations, or financial condition.
A substantial majority of our consolidated net sales are to customers outside the United States. In addition, a substantial
portion of our manufacturing operations are located outside the United States. In particular, a significant portion of ourmanufacturing operations are concentrated in Singapore, Taiwan, Japan, and China. Our international sales and operations are
subject to a variety of risks, including:
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export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions
on the transfer of funds;
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;
problems with the transportation or delivery of products;
issues arising from cultural or language differences and labor unrest;
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 operations as a result of actions imposed by foreign governments;changes in economic policies of foreign governments; anddifficulties in staffing and managing international operations.

Many of our customers, suppliers, and vendors operate internationally and are also subject to the foregoing risks. If we or
our customers, suppliers, or vendors are impacted by these risks, it could have a material adverse effect on our business, resultsof operations, or financial condition.
Compliance with customer requirements and regulations regarding the use of conflict minerals could limit the supply
and increase the cost of certain metals used in manufacturing our products.
Increased focus on environmental protection and social responsibility initiatives led to the passage of Section 1502 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and its implementing SEC
regulations. The Dodd-Frank Act imposes supply chain diligence and disclosure requirements for certain manufacturers of
products containing specific minerals that may originate in or near the Democratic Republic of the Congo (the "DRC") andfinance or benefit local armed groups. These "conflict minerals" are commonly found in materials used in the manufacture ofsemiconductors. The implementation of these regulations may limit the sourcing and availability of some of these materials.
This in turn may affect our ability to obtain materials necessary for the manufacture of our products in sufficient quantities andmay affect related material pricing. Some of our customers may elect to disqualify us as a supplier or reduce purchases from us
if we are unable to verify that our products are DRC conflict free. In addition, many of our customers have or are planning to
adopt responsible sourcing programs with requirements that our broader in terms of minerals and geographies than DRC
conflict minerals programs. Our inability to comply with requirements regarding the use of conflict and other minerals could
have a material adverse effect on our business, results of operations, or financial condition.

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We and others are subject to a variety of laws and regulations that may result in additional costs and liabilities.
The manufacturing of our products requires the use of facilities, equipment, and materials that are subject to a broad arrayof laws and regulations in numerous jurisdictions in which we operate. Additionally, we are subject to a variety of other laws
and regulations relative to the construction, maintenance, and operations of our facilities. Any of these laws or regulations could
cause us to incur additional direct costs, as well as increased indirect costs related to our relationships with our customers andsuppliers, and otherwise harm our operations and financial condition. Any failure to comply with these laws or regulations
could adversely impact our reputation and our financial results. Additionally, we engage various third parties to represent us orotherwise act on our behalf and we partner with other companies in our joint ventures, all of whom are also subject to a broadarray of laws and regulations. Our engagement with these third parties and our ownership in these joint ventures may also
expose us to risks associated with their respective compliance with these laws and regulations. As a result of these items, we
could experience the following:
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suspension of production;
remediation costs;
alteration of our manufacturing processes;
regulatory penalties, fines, and legal liabilities; andreputational challenges.

Our failure, or the failure of our third-party agents or joint ventures, to comply with these laws and regulations could havea 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, capped call contracts on our common stock, and derivative instruments. As a result, we are subject to therisk that the counterparty to one or more of these arrangements will default on its performance obligations. A counterparty may
not comply with their contractual commitments which could then lead to their defaulting on their obligations with little or no
notice to us, which could limit our ability to take action 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 fromtaking 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 amaterial adverse effect on our business, results of operations, or financial condition.
The operations of MMJ are subject to continued oversight by the Tokyo District Court during the pendency of thecorporate reorganization proceedings.
Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of our acquisitionof MMJ, the reorganization proceedings in Japan (the "Japan Proceedings") are continuing and MMJ remains subject to theoversight of the Tokyo District Court and of the trustees (including a trustee designated by us, who we refer to as the businesstrustee, and a trustee designated by the Tokyo District Court, who we refer to as the legal trustee), pending completion of thereorganization proceedings. The business trustee is responsible for overseeing the operation of the business of MMJ, other thanoversight in relation to acts that need to be carried out in connection with the Japan Proceedings, which are the responsibility of
the legal trustee. MMJ's reorganization proceedings in Japan, and oversight of the Tokyo District Court, will continue until the
final creditor payment is made under MMJ's plan of reorganization, which is scheduled to occur in December 2019, but may
occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ
may petition the Tokyo District Court for an early termination of the reorganization proceedings once two-thirds of all
payments under the plan of reorganization are made. Although such early terminations are customarily granted, there can be noassurance that the Tokyo District Court will grant any such petition in this particular case.
During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to
the Tokyo District Court and may be required to obtain the consent of the Tokyo District Court prior to taking a number ofsignificant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets,
incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The
consent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assetsof MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially andadversely affect execution of MMJ's plan of reorganization. Accordingly, during the pendency of the reorganization proceedings
in Japan, our ability to operate MMJ as part of our global business or to cause MMJ to take certain actions that we deem23

advisable for its business could be adversely affected if the Tokyo District Court or the legal trustee is unwilling to consent tovarious actions that we may wish to take with respect to MMJ.
The operations of MMJ being subject to the continued oversight by the Tokyo District Court during the pendency of thecorporate reorganization proceedings could have a material adverse effect on our business, results of operations, or financial
condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2. PROPERTIES
Our corporate headquarters are located in Boise, Idaho. The following is a summary of our principal facilities as ofAugust 30, 2018:
Location
TaiwanSingapore
United States
Japan
China
Malaysia

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

We own or lease a number of other facilities in locations throughout the world that are used for design, R&D, and sales andmarketing activities. Substantially all of our manufacturing capacity is fully utilized. Certain of our properties are collateral tosecured borrowing arrangements. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated
Financial Statements – Debt.")
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
to Consolidated Financial Statements – Geographic Information.")

ITEM 3. LEGAL PROCEEDINGS
See "Part II – Financial Information – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated
Financial Statements – Contingencies" and "Item 1A. Risk Factors" for a discussion of other legal proceedings.

Reorganization Proceedings of the MMJ Companies
In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, a Japanese corporation, pursuant to
the terms and conditions of an Agreement on Support for Reorganization Companies (as amended, the "Sponsor Agreement")
that we entered into in 2012 with the trustees of the MMJ Companies' pending corporate reorganization proceedings under the
Corporate Reorganization Act of Japan. Under the Sponsor Agreement, we agreed to provide certain support for the
reorganization of the MMJ Companies and the trustees agreed to prepare and seek approval from the Tokyo District Court andthe MMJ Companies' creditors of plan of reorganization consistent with such support.
The plan of reorganization provides for payments by the MMJ Companies to their secured and unsecured creditors in an
aggregate amount of 200 billion yen, less certain expenses of the reorganization proceedings and certain other items. The planof reorganization also provided for the investment by us pursuant to the Sponsor Agreement of 60 billion yen paid at closing in
cash into MMJ in exchange for 100% ownership of MMJ's equity and the use of such investment to fund the initial installment
payment by the MMJ Companies to their creditors of 60 billion yen, subject to reduction for certain items specified in theSponsor Agreement and plan of reorganization.
24

Under MMJ's plan of reorganization, secured creditors will recover 100% of the amount of their fixed claims andunsecured creditors will recover at least 17.4% of the amount of their fixed claims. The actual recovery of unsecured creditors
will be higher, however, based in part on events and circumstances occurring following the plan approval. The remaining
portion of the unsecured claims will be discharged, without payment, over the period that payments are made pursuant to theplan of reorganization. The secured creditors will be paid in full on or before the sixth installment payment date, while theunsecured creditors will be paid in seven installments. The unsecured creditors of MAI were scheduled to be paid in seveninstallments; however, in connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and
MAI's reorganization proceedings were closed.
Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of the MMJ
acquisition, the reorganization proceedings in Japan are continuing and MMJ remains subject to the oversight of the Tokyo
District Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee
designated by the Tokyo District Court, who we refer to as the legal trustee), pending completion of the reorganization
proceedings. The business trustee is responsible for overseeing the operation of the businesses of the MMJ Companies, otherthan oversight in relation to acts that need to be carried out in connection with the Japan Proceedings, which are theresponsibility of the legal trustee. MMJ's reorganization proceedings in Japan, and oversight of the Tokyo District Court, willcontinue until the final creditor payment is made under MMJ's plan of reorganization, which is scheduled to occur in December
2019, but may occur on a later date to the extent any claims of creditors remain unfixed on the final scheduled installment
payment date. MMJ may petition the Tokyo District Court for an early termination of the reorganization proceedings once twothirds of all payments under the plan of reorganization are made. Although such early terminations are customarily granted,
there can be no assurance that the Tokyo District Court will grant any such petition in this particular case.
During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to
the Tokyo District Court and may be required to obtain the consent of the Tokyo District Court prior to taking a number ofsignificant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets,
incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The
consent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assetsof MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially andadversely affect execution of MMJ's plan of reorganization. Accordingly, during the pendency of the reorganization proceedings
in Japan, our ability to effectively integrate MMJ as part of our global operations or to cause MMJ to take certain actions that
we deem advisable for its businesses could be adversely affected if the Tokyo District Court or the legal trustee is unwilling toconsent to various actions that we may wish to take with respect to MMJ.

ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.

25

PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESMarket for Common Stock
Our common stock is listed on the NASDAQ Global Select Market and trades under the symbol "MU." The following
table represents the high and low closing prices for our common stock as reported by NASDAQ for each quarter of 2018 and2017:
Fourth Quarter

Third Quarter

Second Quarter

2018
High
Low

First Quarter

$

61.39
47.10

$

62.62
45.89

$

48.81
39.40

$

49.68
32.07

2017
High
Low

$

32.50
27.49

$

30.77
25.15

$

24.79
18.61

$

20.13
16.62

Holders of Record
As of October 8, 2018, there were 2,062 shareholders of record of our common stock.

Dividends
We have not declared or paid cash dividends since 1996 and do not intend to pay cash dividends for the foreseeable future.
As a result of the Japan Proceedings, for so long as such proceedings continue, MMJ is subject to certain restrictions on
dividends, loans, and advances. Our ability to access IMFT's cash and other assets through dividends, loans, or advances,including to finance our other operations, is subject to agreement by Intel.

Equity Compensation Plan Information
The information required by this item is incorporated by reference from the information to be included in our 2018 Proxy
Statement under the section entitled "Equity Compensation Plan Information," which will be filed with the Securities andExchange Commission within 120 days after August 30, 2018.

Issuer Purchase of Equity Securities
Common Stock Repurchase Authorization: In May 2018, we announced that our Board of Directors had authorized thediscretionary repurchase of up to $10 billion of our outstanding common stock beginning in 2019. We may purchase shares on adiscretionary basis through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading plan, subject to market conditions and our ongoing determination of the best use ofavailable cash. The repurchase authorization does not obligate us to acquire any common stock.

26

June 1, 2018
July 6, 2018
August 3, 2018

Period– July 5, 2018
– August 2, 2018
– August 30, 2018(a) Total
number ofsharespurchased
—
—
—
—

(b)
Averagepricepaid per
share
$
—
—
—

(c) Total number ofshares (or units)purchased as part ofpublicly announcedplans or programs(d) Maximum number (orapproximate dollar value)of shares (or units) that may
yet be purchased underpublicly announced plans orprograms$

10,000,000,000

For information on repurchases of our common stock subsequent to August 30, 2018, see "Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Equity – Micron Shareholders' Equity."
Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with the vesting or
exercise of equity awards are also treated as common stock repurchases. Those withheld shares of common stock are notconsidered common stock repurchases under an authorized common stock repurchase plan and accordingly are excluded fromthe 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, 2013, through August 31, 2018. We
operate on a 52 or 53 week fiscal year which ends on the Thursday closest to August 31. Accordingly, the last 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.

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.
The performance graph above assumes $100 was invested on August 31, 2013 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:
Micron Technology, Inc.
S&P 500 Composite Index
Philadelphia Semiconductor Index (SOX)

2013
$
100
100
100

2014
$
240
125
143
27

2015
$
121
126
139

2016
$
122
142
186

2017
$
236
165
263

2018
$
387
197
336

ITEM 6. SELECTED FINANCIAL DATA2018
Net sales
Gross margin
Operating income
Net income (loss)
Net income (loss) attributable to Micron
Diluted earnings (loss) per share
Cash and short-term investments
Total current assets
Property, plant, and equipment
Total assets
Total current liabilities
Long-term debt
Redeemable convertible notes
Redeemable noncontrolling interest
Total Micron shareholders’ equity
Noncontrolling interests in subsidiaries
Total equity$

30,391
17,891
14,994
14,13814,13511.51
6,802
16,03923,672
43,376
5,754
3,777
3
97
32,294
870
33,164

2017
$

2016

2015

(in millions except per share amounts)
20,322 $12,399 $16,192
8,436
2,505
5,215
5,868
168
2,998
(275)
5,090
2,899
(276)
5,089
2,899
(0.27)
4.41
2.47
5,428
12,457
19,43135,336
5,334
9,872
21
—
18,621
849
19,470

4,398
9,495
14,68627,540
4,835
9,154
—
—
12,080848
12,9283,521
8,596
10,554
24,143
3,905
6,252
49
—
12,302937
13,2392014$

16,358
5,437
3,087
3,079
3,045
2.54
4,534
10,245
8,682
22,416
4,791
4,893
68
—
10,760802
11,562In December 2016, we acquired the 67% remaining interest in Inotera and began consolidating Inotera's operating results.
In the periods presented above through December 2016, Inotera sold DRAM products exclusively to us through supply
agreements. The cash paid for the Inotera Acquisition was funded, in part, with a term loan of 80 billion New Taiwan dollars
and $986 million from the sale of 58 million shares of our common stock. (See Item 8. Financial Statements and Supplementary
Data – Notes to Consolidated Financial Statements – Acquisition of Inotera."

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 theyear ended August 30, 2018. 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. Our fiscal 2018, 2017, and 2016 each contain 52 weeks. All
production data includes the production of IMFT and Inotera. All tabular dollar amounts are in millions, except per shareamounts.
For an overview of our business, see "Part I – Item 1. Business – Overview."

28

Results of Operations
Consolidated Results
For the year ended
Net sales
Cost of goods sold
Gross margin

2018
2017
2016
$ 30,391
100 % $ 20,322
100 % $ 12,399
100 %
12,50041 % 11,886
58 %
9,894
80 %
17,891
59 %
8,436
42 %
2,505
20 %

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

813
2,141
(57)
14,994

3%
7%
—%
49 %

Interest income (expense), net
Other non-operating income (expense), net
Income tax provision
Equity in net income (loss) of equity method investees
Net income attributable to noncontrolling interests
Net income (loss) attributable to Micron

(222)
(465)
(168)
(1)
(3)
$ 14,135

(560)
(1)%
(112)
(2)%
(114)
(1)%
—%
8
(1)
—%
47 % $ 5,089

743
1,824
1
5,868

4%
9%
—%
29 %

659
1,617
61
168

5%
13 %
—%
1%

(3)%
(1)%
(1)%
—%
—%
25 % $

(395)
(54)
(19)
25
(1)
(276)

(3)%
—%
—%
—%
—%
(2)%

Total Net Sales
Total net sales for 2018 increased 50% as compared to 2017. Higher sales in 2018 for both DRAM and NAND products ascompared to 2017 were driven by strong execution in delivering high-value products featuring our 1Xnm DRAM and 64-layer
3D NAND technologies combined with strong demand for products across our primary markets. Sales of DRAM products for2018 increased 64% from 2017 primarily due to an increase in average selling prices of approximately 35% and an increase insales volumes of approximately 20% as a result of strong market conditions, particularly for cloud, enterprise, mobile, andgraphics markets, combined with increased sales into high-value markets. Sales of trade NAND products for 2018 increased
26% from 2017 despite declines in average selling prices primarily due to an increase in sales volumes of approximately 40%
driven by increases in sales of high-value SSD and mobile managed NAND products enabled by strong demand and our
execution in delivering 3D NAND products.
Total net sales for 2017 increased 64% as compared to 2016 due to strong conditions across our primary markets,particularly for enterprise, mobile, client, and SSD storage. Sales of DRAM products for 2017 increased 80% from 2016 due toan increase in sales volumes of approximately 50% and an increase in average selling prices of approximately 20% as a resultof the strong market conditions. Sales of trade NAND products for 2017 increased approximately 50% as compared to 2016
due to an increase in sales volumes of approximately 65% resulting from strong market demand for our 3D NAND products,
which was partially offset by declines in average selling prices. Increases in DRAM and NAND sales volumes for 2017 ascompared 2016 were enabled by higher manufacturing output due to improvements in product and process technology and solid
execution. Increases in sales volumes for NAND products for 2017 were also enabled by key customer qualifications of new
products.
Overall Gross Margin
Our overall gross margin percentage increased to 59% for 2018 from 42% for 2017 primarily due to favorable market
conditions across key markets combined with strong execution in delivering products featuring advanced technologies,
including 1Xnm DRAM and 64-layer 3D NAND, enabling manufacturing cost reductions. For 2018 as compared to 2017,
pricing for DRAM products increased while manufacturing costs declined and, for NAND products, manufacturing cost
reductions outpaced declines in average selling prices.
Our overall gross margin percentage increased to 42% for 2017 from 20% for 2016 primarily due to strong markets thatdrove favorable pricing conditions and solid execution in manufacturing cost reductions from improvements in product andprocess technology. For 2017 as compared to 2016, pricing for DRAM products increased while manufacturing costs declined29and, for NAND products, manufacturing cost reductions outpaced declines in selling prices. We periodically assess theestimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, we identified factors such as thelengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, andindustry trends. As a result, we revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities fromfive to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciation
expense at the time by approximately $100 million per quarter.
From January 2013 through December 2015, we purchased all of Inotera's DRAM output under supply agreements atprices reflecting discounts from market prices for our comparable components. After December 2015 through December 6,
2016, the date we acquired the remaining interest in Inotera, the price for DRAM products we purchased from Inotera wasbased on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million and$1.43 billion of DRAM products from Inotera in 2017 and 2016, respectively, which represented 9% of our aggregate DRAM
gigabit production for 2017 and 30% for 2016.
Net Sales by Business Unit
For the year ended
CNBU
MBU
SBU
EBU
All Other2018$ 15,252
6,579
5,022
3,479
59
$ 30,391

50%
22%
17%
11%
—%

2017
$ 8,624
4,424
4,514
2,695
65
$ 20,322

42%
22%
22%
13%
—%

2016
$ 4,529
2,569
3,262
1,939
100
$ 12,399

37%
21%
26%
16%
1%

Percentages are of total net sales but may not total 100% due to rounding.
CNBU sales for 2018 increased 77% as compared to 2017 due to strong market conditions and demand in key markets,
including cloud server, client, enterprise server markets, and graphics markets, which drove increases in pricing and sales
volumes. Sales into cloud and graphics markets more than doubled in 2018 as compared to 2017. MBU sales for 2018, whichwere comprised primarily of mobile LPDRAM and managed NAND products, increased 49% as compared to 2017 primarily
due to customer qualifications for LPDRAM and managed NAND products, which combined with higher memory content insmartphones to drive improvements in DRAM pricing and increases in sales volumes. SBU sales of trade NAND products for2018 increased 13% as compared to 2017 driven by higher sales of SSD storage products, which increased by 72%, partially
offset by declines in SBU NAND component sales from a strategic reallocation of supply from component sales to SSD andmobile managed NAND products. Increases in SBU sales volumes for 2018 resulting from strong demand for cloud andenterprise SSD markets more than offset declines in selling prices. SBU sales also include "non-trade" products consisting ofproducts manufactured and sold to Intel through IMFT under a long-term supply agreement at prices approximating cost, which
included 3D XPoint memory and NAND products, aggregating $541 million, $553 million, and $501 million, for 2018, 2017,and 2016, respectively. EBU sales for 2018 increased 29% as compared to 2017 primarily due to strong demand across EBU's
primary markets including consumer, industrial multimarkets, and automotive. EBU sales were comprised of products
incorporating DRAM, NAND, and NOR Flash in decreasing order of revenue.
CNBU sales for 2017 increased 90% as compared to 2016 due to increases in average selling prices due to strong demandacross key markets, growth in the cloud market driven by significant increases in DRAM content per server, and increases insales of our GDDR5 and GDDR5X products into the graphics market driven by strong demand from the gaming industry. MBU
sales for 2017 increased 72% as compared to 2016 primarily due to significant increases in sales volumes, driven by customer
qualifications for LPDRAM and managed NAND products, combined with higher memory content in smartphones and growthin sales of eMCP products. MBU sales growth in 2017 was partially offset by declines in average selling prices for trade NAND
products. SBU sales of trade NAND products for 2017 increased 41% as compared to 2016 primarily due to increases in sales
volumes from strong demand, particularly for component NAND and client and cloud SSD storage products, partially offset by
declines in average selling prices. SBU sales of SSD storage products increased by 137% for 2017 as compared to 2016
primarily as a result of the launch of new SSD products incorporating our TLC 3D NAND technology. EBU sales for 2017
increased 39% as compared to 2016 primarily due to strong demand and higher sales volumes for DRAM and eMCP in
consumer markets and DRAM and eMMC products in the automotive markets.

30

Operating Income (Loss) by Business Unit
For the year ended
CNBU
MBU
SBU
EBU
All Other2018$ 9,773
3,033
964
1,473
—
$ 15,243

64%
46%
19%
42%
—%

2017
$ 3,755
927
552
975
23
$ 6,232

44% $
21%
12%
36%
35%
$

2016
(25)
97
(123)
473
28
450

(1)%
4%
(4)%
24 %
28 %

Percentages reflect operating income (loss) as a percentage of net sales for each business unit.
CNBU operating income for 2018 improved from 2017 primarily due to improved pricing and higher sales volumes
resulting from strong demand for our products combined with manufacturing cost reductions. MBU operating income for 2018
improved from 2017 primarily due to increases in pricing and sales volumes for LPDRAM products, higher sales of high-value
managed NAND products, and manufacturing cost reductions. SBU operating income for 2018 improved from 2017 primarily
due to manufacturing cost reductions enabled by our execution in transitioning to 64-layer TLC 3D NAND products andimprovements in product mix. SBU operating income for 2018 was adversely impacted by higher costs associated with IMFT's
production of 3D XPoint memory products at less than full capacity. EBU operating income for 2018 increased as compared to2017 as a result of increases in average selling prices, manufacturing cost reductions, and increases in sales volumes, partially
offset by higher R&D costs.
CNBU operating margin for 2017 improved from 2016 primarily due to improved pricing from strong market conditions,manufacturing cost reductions, and product mix. MBU operating income for 2017 improved from 2016 primarily due tomanufacturing cost reductions and higher sales volumes, partially offset by higher R&D costs and declines in average selling
prices for trade NAND products. SBU operating margin for 2017 improved from 2016 primarily due to manufacturing cost
reductions, partially offset by declines in average selling prices. EBU operating income for 2017 increased as compared to 2016as a result of manufacturing cost reductions, which outpaced declines in average selling prices, and increases in sales volumes.
Operating Expenses and Other
Selling, General, and Administrative
SG&A expenses for 2018 were 9% higher than 2017 primarily due to increases in legal costs, technical and consulting fees,and employee compensation. SG&A expenses for 2017 were 13% higher than 2016 primarily due to increases in employeecompensation as well as transaction costs related to the Inotera Acquisition.
Research and Development
R&D expenses vary primarily with the number of development wafers processed, the cost of advanced equipment
dedicated to new product and process development, and personnel 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 reviews and tests for performance and reliability. R&D expenses canvary significantly depending on the timing of product qualification.
R&D expenses for 2018 were 17% higher than 2017 primarily due to increases in employee compensation, volumes ofdevelopment and pre-qualification wafers, and depreciation expense as a result of increases in capital spending. R&D expenses
for 2017 were 13% higher than 2016 primarily due to higher volumes of development and pre-qualification wafers andincreases in employee compensation, partially offset by lower engineering and other professional services costs.
We share the cost of certain product and process development activities under development agreements with partners,
including agreements to jointly develop NAND and 3D XPoint technologies with Intel. We continue to jointly develop NAND
technologies with Intel through the third generation of 3D NAND, which is expected to be completed in the second half of2019. In the second quarter of 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND inorder to better optimize the technology and products for our respective business needs. We continue to jointly develop 3D
XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in
the second half of 2019. To better optimize 3D XPoint technology for our product roadmap and maximize the benefits for ourcustomers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel31

subsequent generations of 3D XPoint technology. As a result of the above actions, we expect reimbursements under our costsharing agreements to decrease in early fiscal 2019. Our R&D expenses were reduced by reimbursements under thesedevelopment partner arrangements by $201 million, $213 million, and $205 million for 2018, 2017, and 2016, respectively.
Income Taxes
On December 22, 2017, the United States enacted comprehensive tax legislation commonly referred to as the Tax Cuts andJobs Act (the "Tax Act") which lowered the U.S. corporate income tax rate from 35% to 21% and significantly affects how
income from foreign operations is taxed in the United States. Our U.S. statutory federal rate was 25.7% for 2018 (based on the
35% corporate rate through December 31, 2017 and 21% from that date through the end of fiscal year 2018) and will be 21%
beginning in 2019. The Tax Act imposed a one-time transition tax in 2018 on accumulated foreign income (the "Repatriation
Tax"); provided a U.S. federal tax exemption on foreign earnings distributed to the United States after January 1, 2018; andbeginning in 2019, created a new minimum tax on certain foreign earnings in excess of a deemed return on tangible assets (the"Foreign Minimum Tax"). The Tax Act allows us to elect to pay any Repatriation Tax due in eight annual, interest-freepayments in increasing amounts beginning in December 2018. In connection with the provisions of the Tax Act, we made an
accounting policy election to treat the Foreign Minimum Tax provision as a period cost in the period the tax is incurred.
SEC Staff Accounting Bulletin No. 118 ("SAB 118") allows the use of provisional amounts (reasonable estimates) if ouranalyses of the impacts of the Tax Act have not been completed when our financial statements are issued. The provisionalamounts below for 2018 represent reasonable estimates of the effects of the Tax Act for which our analysis is not yet complete.
As we complete our analysis of the Tax Act, including collecting, preparing, and analyzing necessary information, performing
and refining calculations, and obtaining additional guidance from the IRS, U.S. Treasury Department, FASB, or other standard
setting and regulatory bodies on the Tax Act, we may record adjustments to the provisional amounts, which may be material. In
accordance with SAB 118, our accounting for the tax effects of the Tax Act will be completed during the measurement period,
which should not extend beyond one year from the enactment date. At August 30, 2018, there were no provisions for which wewere unable to record a reasonable estimate of the impact.
Our income tax (provision) benefit consisted of the following:
For the year ended
Provisional estimate for the Repatriation Tax, net of adjustments related to
uncertain tax positions
Remeasurement of deferred tax assets and liabilities reflecting lower U.S.
corporate tax rates
Provisional estimate for the release of the valuation allowance on the net
deferred tax assets of our U.S. operations
Utilization of and other changes in net deferred tax assets of MMJ, MMT,
and MTTW
U.S. valuation allowance release resulting from business acquisition
Other income tax (provision) benefit

2018
$

$
Effective tax rate2017

(1,030)

$

2016
—

$

—

(133)

—

—

1,337

—

—

(68)
—
(274)
(168)

54
—
(168)
(114)

(114)
41
54
(19)

1.2%

$

2.2%

$

(6.8)%

Our income taxes reflect various impacts of the Tax Act, including the remeasurement of deferred tax assets and liabilities
at the lower U.S. corporate rate of 25.7% for 2018 and 21% for subsequent years and provisional estimates for the Repatriation
Tax and the release of a substantial portion of the valuation allowance on the net deferred tax assets of our U.S. operations. Our
income tax rates also include operations outside the United States, including Singapore, where we have tax incentive
arrangements that further decrease our effective tax rates. Beginning in 2019, our effective tax rate may increase to the low
teens percentage depending on the amount and geographic mix of taxable income. Income taxes for 2018, 2017, and 2016
included tax benefits of $1 million, $28 million, and $58 million, respectively, related to the favorable resolution of certain tax
matters, which were previously reserved as uncertain tax positions.
During 2018, we reassessed our capital structure, including our Board of Directors' authorization to repurchase up to $10
billion of our outstanding common stock beginning in 2019, the future cash needs of our global operations, and the effects of
the Tax Act. As a result of this reassessment, we deemed a portion of our foreign earnings to be no longer indefinitely
reinvested. As a result of the Repatriation Tax, substantially all of our accumulated foreign earnings prior to December 31, 201732

were subject to U.S. federal taxation. Although these earnings have been subject to U.S. federal income tax under theRepatriation Tax, the repatriation to the United States of all or a portion of these earnings would potentially be subject toforeign withholding and state income tax. As of August 30, 2018, we had a deferred tax liability of $82 million associated with
our undistributed earnings.
We operate in a number of tax jurisdictions outside the Unites States, including Singapore, where we have tax incentive
arrangements, which expire in whole or in part at various dates through 2031, that are conditional, in part, upon meeting certain
business operations and employment thresholds. The effect of tax incentive arrangements reduced our tax provision by$1.96 billion (benefiting our diluted earnings per share by $1.59) for 2018, by $742 million ($0.64 per diluted share) for 2017,
and were not material in 2016.
(See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Income
Taxes.")Other
Net interest expense decreased 60% for 2018 as compared to 2017 due to decreases in debt obligations and increases ininterest income. Net interest expense increased 42% for 2017 as compared to 2016 primarily due to increases in debt
obligations, including our borrowings of 80 billion New Taiwan dollars in December 2016 in connection with our acquisition of
Inotera and $1.25 billion from the issuance of our 2023 Secured Notes in April 2016.
Further discussion of other operating and non-operating income and expenses can be found in the following notes
contained in "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements":••••

Equity Plans
Research and Development
Other Operating Income (Expense), Net
Other Non-Operating Income (Expense), Net

Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets andfinancial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can varysignificantly from period to period. We are continuously evaluating alternatives for efficiently funding our capital expendituresand ongoing operations. We expect, from time to time, to engage in a variety of financing transactions for such purposes,
including the issuance of securities. We have an undrawn revolving credit facility that expires in July 2023 and provides forborrowings of up to $2.00 billion. We expect that our cash and investments, cash flows from operations, and available financing
will be sufficient to meet our requirements at least through the next 12 months.
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 that
capital expenditures in 2019 for property, plant, and equipment, net of partner contributions, to be $10.5 billion plus or minus
5%, focused on technology transitions and product enablement. The actual amounts for 2019 will vary depending on market
conditions. As of August 30, 2018, we had commitments of approximately $1.8 billion for the acquisition of property, plant,
and equipment, substantially all of which is expected to be paid within one year.
In May 2018, we announced that our Board of Directors had authorized the discretionary repurchase of up to $10 billion of
our outstanding common stock beginning in 2019. We may purchase shares on a discretionary basis through open-market
purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading
plan, subject to market conditions and our ongoing determination of the best use of available cash. The repurchase authorization
does not obligate us to acquire any common stock.
From August 31, 2018 through October 12, 2018, we repurchased an aggregate of $1.65 billion of our common stock underan accelerated share repurchase ("ASR") agreement, a Rule 10b5-1plan, and through open market repurchases. Pursuant to the
ASR, we entered into an agreement with a financial institution to purchase $1.00 billion of our common stock in the firstquarter of fiscal 2019. The number of shares ultimately purchased will be calculated by dividing $1.00 billion by a volumeweighted average price of our common stock from September 5, 2018 through as late as November 29, 2018 (the33"Measurement Period"), subject to an agreed-upon discount. On September 5, 2018, we paid $1.00 billion to the financial
institution and received an initial installment of 14 million shares, with the final share amount to be determined as of the end of
the Measurement Period.
See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity."
Cash and marketable investments totaled $7.28 billion and $6.05 billion as of August 30, 2018 and August 31, 2017,
respectively. Our investments consist primarily of money market funds and liquid investment-grade, fixed-income securities,
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 August 30, 2018, $3.08 billion of our cash and marketable investments was held by our foreignsubsidiaries.
Limitations on the Use of Cash and Investments
MMJ Group: Cash and marketable investments as of August 30, 2018 included $1.67 billion held by the MMJ Group. As aresult of the corporate reorganization proceedings of MMJ initiated in March 2012, and for so long as such proceedings arecontinuing, the MMJ Group is prohibited from paying dividends to us. In addition, pursuant to an order of the Tokyo District
Court, the MMJ Group cannot make loans or advances, other than certain ordinary course advances, to us without the consent
of the Tokyo District Court and may, under certain circumstances, be subject to the approval of the legal trustee. As a result, theassets of the MMJ Group are not available for use by us in our other operations. Furthermore, certain uses of the assets of the
MMJ Group, including investments in certain capital expenditures, may require consent of MMJ's trustees and/or the Tokyo
District Court.
IMFT: Cash and marketable investments included $91 million held by IMFT as of August 30, 2018. Our ability to accessfunds held by IMFT to finance our other operations is subject to agreement by Intel and contractual limitations. Amounts heldby IMFT are not anticipated to be available to finance our other operations.
Indefinitely Reinvested: As of August 30, 2018, $1.71 billion of cash and marketable investments, including substantiallyall of the amounts held by MMJ, was held by foreign subsidiaries whose earnings were considered to be indefinitely reinvested.
Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is notpracticable.
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, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash

$

$

2018
17,400 $(8,216)(7,776)2017
8,153 $
(7,537)
349

2016
3,168
(3,044)1,745(37)1,371 $

(12)
953 $

19
1,888

Operating Activities: For 2018, cash provided by operating activities was due primarily to cash generated by ouroperations and the effect of working capital adjustments, which included a $1.73 billion increase in receivables due to a higher
level of net sales.
For 2017, cash provided by operating activities was due primarily to cash generated by our operations and the effect ofworking capital adjustments, which included a $1.65 billion increase in receivables due to a higher level of net sales, $361
million of payments attributed to intercompany balances in connection with the Inotera Acquisition, and a $564 million
increase in accounts payable and accrued expenses.
For 2016, cash provided by operating activities was due primarily to cash generated by our operations and the effect ofworking capital adjustments, which included a $465 million decrease in receivables due to a lower level of net sales, offset by
an increase of $549 million in inventories.

34

Investing Activities: For 2018, net cash used for investing activities consisted primarily of $7.99 billion of expenditures forproperty, plant, and equipment (net of partner contributions), partially offset by $164 million of net inflows from sales,maturities, and purchases of available-for-sale securities.
For 2017, net cash used for investing activities consisted primarily of $4.73 billion of expenditures for property, plant, andequipment (net of partner contributions), $2.63 billion of net cash paid for the Inotera Acquisition (net of $361 million of
payments attributed to intercompany balances with Inotera included in operating activities), and $269 million of net outflows
from sales, maturities, and purchases of available-for-sale securities.
For 2016, net cash used for investing activities consisted primarily of $5.75 billion of expenditures for property, plant, andequipment (net of partner contributions) and $148 million for the acquisition of Tidal Systems, Ltd., partially offset by $2.66
billion of net inflows from sales, maturities, and purchases of available-for-sale securities.
Financing Activities: For 2018, net cash used for financing activities consisted primarily of cash payments to reduce ourdebt, including $9.42 billion to prepay or repurchase debt and settle conversions of notes and $774 million for scheduled
repayment of other notes and capital leases. Cash used for financing activities was partially offset by net proceeds of $1.36
billion from the issuance of 34 million shares of our common stock for $41.00 per share in a public offering and $1.01 billion
of proceeds from IMFT Member Debt.
For 2017, net cash provided by financing activities consisted primarily of $2.48 billion of net proceeds from the 2021
MSTW Term Loan, and $795 million of net proceeds from the 2021 MSAC Term Loan, partially offset by $1.63 billion to
repurchase notes, repayments of $381 million of capital lease obligations, repayments of $550 million of other debt andconvertible notes, and payments of $519 million on equipment purchase contracts.
For 2016, net cash provided by financing activities consisted primarily of $2.20 billion of proceeds from issuance of notes
and $765 million from equipment sale-leaseback financing transactions, partially offset by repurchase of $870 million of debt
and $125 million for the open-market repurchase of 7 million shares of our common stock.
See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."
Potential Settlement Obligations of Convertible Notes
Since the closing price of our common stock exceeded 130% of the conversion price per share of all our convertible notes
for at least 20 trading days in the 30 trading day period ended on September 30, 2018, holders may convert these notes throughthe calendar quarter ended December 31, 2018. The following table summarizes the potential settlements that we could be
required to make for the calendar quarter ending December 31, 2018 if all holders converted their notes. The amounts in thetable below are based on our closing share price of $52.76 as of August 30, 2018.

2032D Notes
2033F Notes
2043G Notes

Settlement Option
Principal
Amount in Excess
Amountof Principal
Cash and/or shares Cash and/or shares
Cash
Cash and/or shares
Cash and/or shares Cash and/or shares

Underlying
Shares14
10
35
59

If Settled With
Minimum Cash
RequiredRemainderCashin Shares
$
—
14
239
5
—
35
$
239
54

If Settled
Entirely With
Cash
$
758
515
1,843
$
3,116

As of August 30, 2018, convertible notes in the table above included an aggregate of $165 million for the settlement
obligation (including principal and amounts in excess of principal) for conversions of 2033F Notes that will settle in cash in thefirst quarter of 2019.

35

Contractual Obligations

As of August 30, 2018
Notes payable(1)(2)
Capital lease obligations(2)Operating leases(3)Purchase obligations(4)Other long-term liabilities(5)
Total

Total
$

$

4,705
965
616
3,350
596
10,232

Payments Due by PeriodLess than
1-3 years
3-5 years
1 year
$
592 $
609 $
853
339
331
108
37
93
95
2,892
385
17
375
192
10
$
4,235 $
1,610 $
1,083

More than
5 years
$
2,651
187
391
56
19
$
3,304

(1)

Amounts include MMJ Creditor Payments, convertible notes, and other notes.
Amounts include principal and interest.
(3)
Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable
term in excess of one year.
(4)
Purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity thatmeet any of the following criteria: (1) they are noncancelable, (2) we would incur a penalty if the agreement wascanceled, or (3) we must make specified minimum payments even if we do not take delivery of the contracted products
or services. If the obligation to purchase goods or services is noncancelable, the entire value of the contract was
included in the above table. If the obligation is cancelable, but we would incur a penalty if canceled, only the dollar
amount of the penalty was included as a purchase obligation. Contracted minimum amounts specified in any take-orpay contracts were included in the above table as they represent the portion of each contract that is a firm commitment.
(5)
Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance
sheet, including $375 million for the current portion of these long-term liabilities. We are unable to reliably estimate thetiming of future certain payments related to uncertain tax positions and deferred tax liabilities; therefore, the amount
has been excluded from the preceding table. However, other noncurrent liabilities recorded on our consolidatedbalance sheet included these uncertain tax positions and deferred tax liabilities.
(2)

The timing of payment amounts of the obligations discussed above is based on current information. Any redemptions,repurchases, or conversions of debt could impact the amount and timing of our cash payments.

Off-Balance Sheet Arrangements
We have capped calls which are intended to reduce the effect of potential dilution, see "Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Equity – Micron Shareholders' Equity – Outstanding
Capped Calls."
We have an ASR agreement with a financial institution to purchase $1.00 billion of our common stock in the first quarter offiscal 2019. See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity– Micron Shareholders' Equity – Common Stock Repurchase Authorization – Accelerated Share Repurchase."

Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management tomake estimates and judgments that affect the 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 be reasonable under the circumstances. Estimates and judgments may vary under different assumptions orconditions. 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 results of operations and require management's most difficult,subjective, or complex judgments.
Business acquisitions: Accounting for acquisitions requires us to estimate the fair value of consideration paid and theindividual assets and liabilities acquired, which involves a number of judgments, assumptions, and estimates that could
materially affect the amount and timing of costs recognized in subsequent periods. Accounting for acquisitions can also involve
significant judgment to determine when control of the acquired entity is transferred. We typically obtain independent third party
36

valuation studies to assist in determining fair values, including assistance in determining future cash flows, discount rates, andcomparable market values. Items involving significant assumptions, estimates, and judgments include the following:
•
•
•
•
•
•

Debt, including discount rate and timing of payments;
Deferred tax assets, including projections of future taxable income and tax rates;
Fair value of consideration paid or transferred;
Intangible assets, including valuation methodology, estimations of future revenue and costs, profit allocation rates
attributable to the acquired technology, and discount rates;
Inventory, including estimated future selling prices, timing of product sales, and completion costs for work in process;andProperty, plant, and equipment, including determination of values in a continued-use model.

Consolidation: We have interests in entities that are VIEs. Determining whether to consolidate a VIE requires judgment inassessing whether an entity is a VIE and if we are the entity's primary beneficiary. 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 the power todirect the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or theright to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification ofsignificant 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, product supply, operations services, equity funding, financing, and otherapplicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIEs requiresignificant assumptions and judgments.
Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment is necessary toestimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that aliability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a
liability and charge operations for the estimated costs of adjudication or settlement of asserted and unasserted claims existing asof the balance sheet date. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate
amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts
related to future periods.
Goodwill and intangible assets: We test goodwill for impairment in the fourth quarter of our fiscal 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 withgoodwill 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 to perform 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 the reporting unit. For reporting units forwhich this assessment concludes that it is more likely than not that the fair value 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 the reporting unit exceeds its carrying value, goodwill is considered not
impaired. If the carrying value of the reporting unit exceeds its fair value, then we would record an impairment loss up to thedifference between the carrying value and implied fair value.
Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fairvalue of the reporting unit requires significant judgment and involves the use of significant estimates and assumptions. Theseestimates and assumptions include revenue growth rates, forecasted manufacturing costs, and other expenses and are developed
as part of our long-range planning process. The same estimates are used in business planning, forecasting, and capital budgetingas 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 share and comparing that to current stock prices, analysts' consensus pricing, andmanagement's expectations. These estimates and assumptions are used to calculate projected future cash flows for the reporting
unit, which are discounted 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 but that are
unpredictable and inherently uncertain. Actual future results may differ from those estimates.
We test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying
value may not be recoverable by comparing the carrying amount to the sum of undiscounted cash flows expected to begenerated by the asset. We test intangible assets with indefinite lives annually for impairment using a fair value method such as
discounted cash flows. Estimating fair values involves significant assumptions, including future sales prices, sales volumes,
costs, and discount rates.
37

Income taxes: We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable
in numerous tax jurisdictions around the world. These estimates involve significant judgment and interpretations 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 fiscal year. We are also required to evaluate 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 is dependent on our ability to generate future taxable income. In recent periods, our results ofoperations have benefitted from increases in the amount of deferred taxes we expect to realize, primarily from the levels ofcapital spending and increases in the amount of taxable income we expect to realize in Japan and the United States. Our income
tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these 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 factors thatsignificantly impact our analyses of the amount of net deferred tax assets that are more likely than not to be realized.
Inventories: Inventories are stated at the lower of average cost or net realizable value. 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, sales volumes, and costs to complete
products in work in process inventories. 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. When these analyses reflect estimated net realizable values below our manufacturing costs, werecord a charge to cost of goods sold in advance of when inventories are actually sold. Differences in forecasted average selling
prices used in calculating lower of cost or net realizable value adjustments can result in significant changes in the estimated net
realizable value of product inventories and accordingly the amount of write-down recorded. For example, a 5% variance in theestimated selling prices would have changed the estimated net realizable value of our inventory by approximately $577 million
as of August 30, 2018. Due to the volatile nature of the semiconductor memory and storage markets, actual selling prices andvolumes often vary significantly from projected prices and volumes; as a result, the timing of when product costs are charged tooperations can vary significantly.
U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizable values. 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 inventories primarily as memory (including DRAM, NAND, andother memory).
Property, plant, and equipment: We review the carrying value of property, plant, and equipment for impairment when
events and circumstances indicate that the carrying value of an asset or group of assets may not be recoverable from theestimated 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 the estimated 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 or disposal of theassets, future selling prices for our products and future production and sales volumes. In addition, significant judgment isrequired in determining the groups of assets for which impairment tests are separately performed.
We periodically assess the estimated useful lives of our property, plant, and equipment. We revised the estimated useful
lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of
the revision was not material for 2016 and reduced depreciation expense at the time by approximately $100 million per quarter.
(See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant
Accounting Policies.")
Research and development: Costs related to the conceptual formulation and design of products and processes are expensed
as R&D as incurred. Determining when product development is complete requires significant judgment by us. We deem
development of a product complete once the product has been thoroughly reviewed and tested for performance andreliability. Subsequent to product qualification, product costs are included in cost of goods sold.
Stock-based compensation: Stock-based compensation is estimated at the grant date based on the fair value of the award
and is recognized as expense using the straight-line amortization method over the requisite service period. For performancebased stock awards, the expense recognized is dependent on our assessment of the likelihood of the performance measure being38

achieved. We utilize forecasts of future performance to assess these probabilities and this assessment requires significant
judgment.
Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires
significant judgment, including estimating stock price volatility and expected option life. We develop these estimates based on
historical data and market information which can change significantly over time. A small change in the estimates used canresult in a relatively large change in the estimated valuation. We use the Black-Scholes option valuation model to value
employee stock options and awards granted under our employee stock purchase plan ("ESPP"). We estimate stock pricevolatility based on an average of historical volatility and the implied volatility derived from traded options on our stock.

Recently Issued Accounting Standards
See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently
Issued Accounting Standards."

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 August 30, 2018 andAugust 31, 2017, we had fixed-rate debt of $3.1 billion and $5.7 billion, respectively, and as a result, the fair value of our debt
fluctuates with changes in market interest rates. We estimate that, as of August 30, 2018 and August 31, 2017, a decrease inmarket interest rates of 1% would increase the fair value of our fixed-rate debt by approximately $79 million and $273 million,
respectively. As of August 30, 2018 and August 31, 2017, we had variable-rate debt of $725 million and $4.2 billion,
respectively. As of August 30, 2018 and August 31, 2017, a 1% increase in the interest rates of our variable-rate debt would
result in an increase in annual interest expense of approximately $7 million and $43 million, respectively.

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 are transacted in
the U.S. dollar; however, significant amounts of our debt, operating expenditures, and capital purchases are incurred in or
exposed to other currencies, primarily the euro, New Taiwan dollar, Singapore dollar, and yen. We have established currency
risk management programs for our monetary assets and liabilities denominated in foreign currencies to hedge against
fluctuations in the fair value and volatility 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% adverse change inexchange rates versus the U.S. dollar would result in losses of approximately $78 million as of August 30, 2018 and $391
million as of August 31, 2017. 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 nine months. The
effectiveness of our hedges is dependent, among other factors, upon our ability to accurately forecast our monetary assets andliabilities. To hedge the exposure of changes in cash flows from changes in currency exchange rates for certain capital
expenditures, we may utilize currency forward contracts that generally mature within 12 months. (See "Item 8. Financial
Statements and Supplementary Data – Notes to Consolidated Financial Statements – Derivative Instruments.")

39

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Page
Consolidated Financial Statements as of August 30, 2018 and August 31, 2017 and for the fiscal years ended August30, 2018, August 31, 2017, and September 1, 2016
Consolidated Statements of Operations

41

Consolidated Statements of Comprehensive Income (Loss)

42

Consolidated Balance Sheets

43

Consolidated Statements of Changes in Equity

44

Consolidated Statements of Cash Flows45

Notes to Consolidated Financial Statements

46

Report of Independent Registered Public Accounting Firm

80

40

MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS(in millions except per share amounts)
August 30,
2018$
30,391
12,50017,891

August 31,
2017$
20,322
11,886
8,436

September 1,
2016$12,399
9,894
2,505

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

813
2,141
(57)
14,994

743
1,824
1
5,868

659
1,617
61
168

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

120
(342)
(465)
14,307

41
(601)
(112)
5,196

42
(437)
(54)
(281)

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

(168)
(1)
14,138

(114)
8
5,090

(19)
25
(275)

Net income attributable to noncontrolling interests
Net income (loss) attributable to Micron(3)
14,135 $(1)
5,089 $

(1)
(276)

12.27
11.51

4.67
4.41

(0.27)(0.27)For the year ended
Net sales
Cost of goods sold
Gross margin$

Earnings (loss) per share
Basic
Diluted$Number of shares used in per share calculations
Basic
Diluted

1,152
1,229

See accompanying notes to consolidated financial statements.
41

$

1,089
1,154

$

1,036
1,036

MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in millions)
August 30,
2018$
14,138For the year ended
Net income (loss)
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments
Pension liability adjustments
Unrealized gains (losses) on investments
Foreign currency translation adjustments
Other comprehensive income (loss)
Total comprehensive income (loss)
Comprehensive (income) attributable to noncontrolling interests
Comprehensive income (loss) attributable to Micron

$

(15)
(3)
(2)
1
(19)
14,119(3)
14,116 $See accompanying notes to consolidated financial statements.
42

August 31,
2017
$
5,090

September 1,
2016
(275)
$

15
1
—
48
64
5,154
(1)
5,153 $

7
(9)
3
(49)
(48)
(323)
(1)
(324)

MICRON TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS(in millions except par value amounts)
August 30,
2018

As of
AssetsCash and equivalents
Short-term investments
Receivables
Inventories
Other current assets
Total current assets
Long-term marketable investments
Property, plant, and equipment
Intangible assets
Deferred tax assets
Goodwill
Other noncurrent assets
Total assets$$

Liabilities and equity
Accounts payable and accrued expenses
Deferred income
Current debt
Total current liabilities
Long-term debt
Other noncurrent liabilities
Total liabilities$

August 31,
2017

6,506
296
5,478
3,595
164
16,039473
23,672
331
1,022
1,228
611
43,376

$

4,611
284
859
5,754
3,777
581
10,112

$

$

5,109
319
3,759
3,123
147
12,457617
19,431
387
766
1,228
450
35,336

3,664
408
1,262
5,334
9,872
639
15,845

Commitments and contingencies
Redeemable convertible notes
Redeemable noncontrolling interest

3
97

Micron shareholders' equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,170 shares issued and 1,161
outstanding (1,116 shares issued and 1,112 outstanding as of August 31, 2017)
Additional capital
Retained earnings
Treasury stock, 9 shares held (4 shares as of August 31, 2017)
Accumulated other comprehensive income
Total Micron shareholders' equity
Noncontrolling interests in subsidiaries
Total equity
Total liabilities and equity

See accompanying notes to consolidated financial statements.
43

$

117
8,201
24,395(429)
1032,294
870
33,16443,376 $

21
—

112
8,287
10,260(67)
29
18,621
849
19,47035,336MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(in millions)
Micron Shareholders
Common Stock

Balance at September 3, 2015

Numberof
SharesAmountAdditional
Capital

1,084

$ 108

$ 7,474Retained
Earnings$

5,588

TreasuryStock

Accumulated
Other
Comprehensive
Income (Loss)$ (881) $Noncontrolling
Interests in
Subsidiaries

$

$

(276)

Net income (loss)(48)

Other comprehensive income (loss), net
Stock issued under stock plans

13

Total Micron
Shareholders'Equity11

1

Stock-based compensation expense

—

(10)

(13)

$ 7,736

Repurchase and retirement of stock
Stock issued to Nanya for Inotera
Acquisition
Settlement of capped calls
Reclassification of redeemableconvertible notes, net
Conversion and repurchase of
convertible notes
Balance at August 31, 2017

—

4

—

(93)

(93)

(125)

(125)

—

—

49

49

5,299

$(1,029) $(35) $

139

12,080

(38)
$

848

$ 12,928

5,089

1

5,090

64

—

64

142

142

217

(2)

215

215

(13)

(22)

(35)

(35)

70

(104)

1,029

995

995

(67)

125

125

(21)

(21)

(21)
(33)
$ 112

—

(38)
$

192

1,116

(34)

(23)

64

(2)

37

(34)

(125)

5,089
3

37

—

(23)

Other comprehensive income (loss), net

20

—

(23)

(38)

Stock-based compensation expense

(48)
191

Net income
Stock issued under stock plans

—

191

49

$ 109

(48)

191

23

1,094

(275)
48

Repurchase of treasury stock
Settlement of capped calls
Reclassification of redeemableconvertible notes, net
Conversion and repurchase of
convertible notes
Balance at September 1, 2016

$ 13,2391

48Acquisitions of noncontrolling interests

(1)

937

(276)

47

Contributions from noncontrollinginterests
Distributions to noncontrolling interests
Repurchase and retirement of stock

12,302

Total
Equity$ 8,287(33)$

10,260$(67) $

29$

14,135

Net income(19)

Other comprehensive income (loss), net

18,621

(33)
$

849

$ 19,470

14,135

3

14,138

(19)

—

(19)

Stock issued in public offering

34

3

1,363

1,366

1,366

Stock issued under stock plans

22

2

287

289

289

198

198

198

(71)
429

(71)
—

(71)
—

18

18

(2,243)(2,243)

Stock-based compensation expense
Contributions from noncontrollinginterests
Repurchase and retirement of stock

—
(2)

—

Settlement of capped calls
Reclassification of redeemableconvertible notes, net
Conversion and repurchase of
convertible notes
Balance at August 30, 2018

(429)

18
(2,310)
1,170

$ 117

$ 8,20167$

24,395$ (429) $10

See accompanying notes to consolidated financial statements.
44$

32,294

18

$

870

18

$ 33,164MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)
For the year ended
Cash flows from operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided byoperating activities
Depreciation expense and amortization of intangible assets
Amortization of debt discount and other costs
Loss on debt prepayments, repurchases, and conversions
Stock-based compensation
Gain on remeasurement of previously-held equity interest in Inotera
Change in operating assets and liabilities
Receivables
Inventories
Accounts payable and accrued expenses
Payments attributed to intercompany balances with Inotera
Deferred income taxes, net
OtherNet cash provided by operating activities

August 30,
2018$

14,138August 31,
2017
$

5,090

September 1,
2016
$

(275)

4,759
101
385
198
—

3,861
125
99
215
(71)

2,980
126
4
191
—

(1,734)
(472)
549
—
(265)
(259)
17,400(1,651)
50
564
(361)
(22)
254
8,153

465
(549)
272
—
(15)
(31)
3,168

Cash flows from investing activities
Expenditures for property, plant, and equipment
Purchases of available-for-sale securities
Payments to settle hedging activities
Acquisition of Inotera
Proceeds from sales of available-for-sale securities
Proceeds from government incentives
Proceeds from maturities of available-for-sale securities
Proceeds from settlement of hedging activities
Other
Net cash provided by (used for) investing activities(8,879)
(760)
(185)
—
604
355
320
163
166
(8,216)(4,734)(1,239)(274)(2,634)
776
21
194
184
169
(7,537)(5,817)(1,026)
(152)
—
2,314
16
1,376
335
(90)
(3,044)

Cash flows from financing activities
Repayments of debt
Payments on equipment purchase contracts
Proceeds from issuance of stock
Proceeds from issuance of debt
Proceeds from equipment sale-leaseback transactions
Other
Net cash provided by (used for) financing activities(10,194)
(206)
1,655
1,009
—
(40)
(7,776)(2,558)
(519)
142
3,311
—
(27)
349

(870)
(46)
48
2,199
765
(351)
1,745

(37)

(12)

19

1,371
5,216
6,587

953
4,263
5,216

$

1,888
2,375
4,263

(226) $
(312)(99) $
(468)

(90)
(267)

84

813

993

Effect of changes in currency exchange rates on cash, cash equivalents,
and restricted cash
Net increase 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 investing and financing activity
Equipment acquisitions on contracts payable and capital leases$$

See accompanying notes to consolidated financial statements.
45$

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 and storage solutions. Through our global brands – Micron, Crucial, and Ballistix – our broad portfolio of highperformance memory and storage technologies, including DRAM, NAND, NOR Flash, and 3D XPoint memory, istransforming how the world uses information to enrich life. Backed by 40 years of technology leadership, our memory andstorage solutions enable disruptive trends, including artificial intelligence, machine learning, and autonomous vehicles, in key
market segments like cloud, data center, networking, and mobile. The accompanying consolidated financial statements include
the accounts of Micron and our consolidated subsidiaries and have been prepared in accordance with accounting principles
generally accepted in the United States of America. Certain reclassifications have been made to prior period amounts toconform to current period presentation.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2018, 2017, and 2016
each contained 52 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) our monetary assets and liabilities denominated in currencies other than the U.S. dollar and (2)forecasted cash flows for certain capital expenditures. 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 useof 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, the effective portion of the realized and unrealized gains orlosses on derivatives is included as a component of accumulated other comprehensive income. Amounts in accumulated othercomprehensive income are reclassified into earnings in the same line items and in the same periods in which the underlying
transactions affect earnings. For the periods presented prior to the second quarter of 2018, the ineffective and excluded portionof the realized and unrealized gain or loss was included in other non-operating income (expense). As a result of adopting
Accounting Standards Update ("ASU") 2017-12, beginning in the second quarter of 2018, such amounts are included in thesame line item in which the underlying transactions affect earnings.
For derivative forward contracts designated as fair value hedges, hedge effectiveness is determined by the change in thefair value of the undiscounted spot rate of the forward contract. The changes in fair values of hedge instruments attributed tochanges in undiscounted spot rates are recognized in other non-operating income (expense). The time value associated withhedge instruments is excluded from the assessment of the effectiveness of hedges and is recognized on a straight-line basis overthe life of hedges to other non-operating income (expense).
We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions.
These master netting arrangements allow us and our counterparties to net settle amounts owed to each other. Derivative assets
and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net
basis.
Financial Instruments: Cash equivalents include highly liquid short-term investments with original maturities to us of
three months or less that are readily convertible to known amounts of cash. Other investments with remaining maturities of lessthan 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 specificidentification method.
Functional Currency: The U.S. dollar is the functional currency for us and all of our consolidated subsidiaries.
Goodwill and Non-Amortizing Intangible Assets: We perform an annual impairment assessment for goodwill and nonamortizing intangible assets in the fourth quarter of our fiscal year.

46

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 andmay be subject to reimbursement if such conditions are not met or maintained. Government incentives are recorded in thefinancial statements in accordance with their purpose: as a reduction of expenses, a reduction of asset costs, or other 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 therelated assets and reduce depreciation expense over the useful lives of the assets. Other incentives are recognized as otheroperating income. Government incentives received prior to being earned are recognized in current or noncurrent deferredincome, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables.
Cash received from government incentives related to operating expenses are included as an operating activity in the statementof cash flows, whereas cash received from incentives related to the acquisition of property, plant, and equipment are included as
an investing activity.
Inventories: Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor,material, and overhead costs, including product and process technology costs. Determining net realizable value of inventories
involves numerous judgments, including projecting future average selling prices, sales volumes, and costs to complete products
in work in process inventories. When net realizable value is below cost, we record a charge to cost of goods sold to write down
inventories to their estimated net realizable value in advance of when inventories are actually sold. We review the major
characteristics of product type and markets in determining the unit of account for which we perform the lower of average costor net realizable value analysis and categorize inventories primarily as memory (including DRAM, NAND, and other memory).
We remove amounts from inventory and charge such amounts to cost of goods sold on an average cost basis.
Product and Process Technology: Costs incurred to (1) acquire product and process technology, (2) patent technology,
and (3) maintain patent technology, are capitalized and amortized on a straight-line basis over periods ranging up to 12.5
years. We capitalize a portion of the costs incurred to patent technology based on historical data of patents issued as a percent ofpatents we file. Capitalized 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 fromproduct and process technology and accumulated amortization.
Product Warranty: We generally provide a limited warranty that our products are in compliance with applicablespecifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of
product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit
with respect 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 estimated useful lives of generally 10 to 30 years for buildings, 5 to 7 years for equipment, and 3 to 5 years forsoftware. Assets held for sale are carried at the lower of cost or estimated fair value and are included in other noncurrent
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 thecondition of their intended use and location. Capitalized interest becomes part of the cost of assets.
We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, werevised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years as a result of
the lengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, andindustry trends. The effect of the revision reduced depreciation expense at the time by approximately $100 million per quarter.
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. Productdesign and other R&D costs for certain technologies may be shared with a development partner. Amounts receivable from costsharing arrangements are reflected as a reduction of R&D expense.
Revenue Recognition: We recognize product or license revenue when persuasive evidence that a sales arrangement exists,
delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured, which is generally at the time47

of shipment to our customers. If we are unable to reasonably estimate returns or the price is not fixed or determinable, sales
made under agreements allowing rights of return or price protection are deferred until customers have resold the product.
Stock-based Compensation: Stock-based compensation is measured at the grant date, based on the fair value of theaward, and recognized as expense under the straight-line attribution method over the requisite service period. We account forforfeitures 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 pricepaid over par 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 affect thereported 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 be reasonable under thecircumstances. Estimates and judgments may differ under different assumptions or conditions. We evaluate our estimates andjudgments on an ongoing basis. Actual results could differ from estimates.

Variable Interest Entities
We have interests in entities that are 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 the power to direct the activities that mostsignificantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the
VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and anassessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive
product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements
and circumstances. Our assessments of whether we are the primary beneficiary of our VIEs require significant assumptions andjudgments.
Unconsolidated VIEs
PTI Xi'an: Powertech Technology Inc. Xi'an ("PTI Xi'an") is a wholly-owned subsidiary of Powertech Technology Inc.
("PTI") and was created to provide assembly services to us at our manufacturing site in Xi'an, China. We do not have an equity
interest in PTI Xi'an. PTI Xi'an is a VIE because of the terms of its service agreement with us and its dependency on PTI tofinance its operations. We have determined that we do not have the power to direct the activities of PTI Xi'an that mostsignificantly impact its economic performance, primarily because we have no governance rights. Therefore, we do notconsolidate PTI Xi'an. In connection with our assembly services with PTI, we had capital lease obligations and net property,
plant, and equipment of $63 million and $63 million, respectively, as of August 30, 2018 and $80 million and $76 million,
respectively, as of August 31, 2017.
Consolidated VIE
IMFT: IMFT is a VIE because all of its costs are passed to us and its other member, Intel, through product purchaseagreements and because IMFT is dependent upon us or Intel for additional cash requirements. The primary activities of IMFT
are driven by the constant introduction of product and process technology. Because we perform a significant majority of thetechnology development, we have the power to direct its key activities. We consolidate IMFT because we have the power todirect the activities of IMFT that most significantly impact its economic performance and because we have the obligation toabsorb losses and the right to receive benefits from IMFT that could potentially be significant to it. (See "Equity –Noncontrolling Interests in Subsidiaries – IMFT" note.)

Recently Issued Accounting Standards
In October 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-16 – Intra-Entity Transfers Other
Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset otherthan inventory when the transfer occurs. This ASU will be effective for us in the first quarter of 2019 and requires modified
retrospective adoption. We do not anticipate the adoption of this ASU will have a material impact to our financial statements.
48

In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments, which requires afinancial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount
expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly
recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during
the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through anallowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. This ASU will
be effective for us in the first quarter of 2021 with adoption permitted as early as the first quarter of 2020. This ASU requires
modified retrospective adoption, with prospective adoption for debt securities for which an other-than-temporary impairment
had been recognized before the effective date. We are evaluating the timing and effects of our adoption of this ASU on our
financial statements.
In February 2016, the FASB issued ASU 2016-02 – Leases, which amends a number of aspects of lease accounting,including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-ofuse asset and corresponding liability, measured at the present value of the lease payments. This ASU, as amended, will beeffective for us in the first quarter of 2020 with early adoption permitted and allows for either a modified retrospective adoption
or a retrospective adoption by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the
period of adoption. The adoption of this ASU will result in an increase to our consolidated balance sheets for these right-of-use
assets and corresponding liabilities. We are evaluating the timing and other effects of our adoption of this ASU on our financial
statements.
In January 2016, the FASB issued ASU 2016-01 – Recognition and Measurement of Financial Assets and Financial
Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets andliabilities. This ASU will be effective for us in the first quarter of 2019 and requires modified retrospective adoption, withprospective adoption for amendments related to equity securities without readily determinable fair values. Our assets andliabilities subject to this standard are not material.
In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers, which supersedes nearly all
existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principalof this ASU, as amended, is that an entity should recognize revenue when it transfers promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows
arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs
incurred to obtain or fulfill a contract. This ASU is effective for us in the first quarter of 2019 and we expect to elect themodified retrospective adoption method.
As a result of the adoption of this ASU, we will recognize revenue from sales of products to our distributors (which
generally have agreements allowing rights of return or price protection) at the time control transfers to our distributors, which is
generally earlier than recognizing revenue only upon resale by our distributors under existing revenue recognition guidance.
Revenue recognized upon resale by our distributors under these arrangements was 19%, 20%, and 25% of our consolidated
revenue for the 2018, 2017, and 2016, respectively. As of August 30, 2018, deferred income related to our distributor sales was$232 million. Upon adoption of this ASU, amounts deferred related to our sales to distributors, net of estimated priceadjustments, will be recognized as an increase to retained earnings, net of taxes. We will also reclassify certain allowances fromaccounts receivable to accounts payable and accrued expenses in connection with new presentation requirements of this ASU.
The tax effects of the adoption of this ASU will be recorded primarily as a reduction of net deferred tax assets.

Acquisition of Inotera
Through December 6, 2016, we held a 33% ownership interest in Inotera, now known as MTTW, Nanya and certain of its
affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we
acquired the 67% remaining interest in Inotera not owned by us (the "Inotera Acquisition") and began consolidating Inotera's
operating results. The cash paid for the Inotera Acquisition was funded, in part, with proceeds from the 2021 MSTW Term Loan
and the sale of the Micron Shares (as defined below) to Nanya. Inotera manufactures DRAM products at its 300mm wafer
fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements.
SG&A expenses for 2017 and 2016 included transaction costs of $13 million and $3 million, respectively, incurred inconnection with the Inotera Acquisition.

49

In connection with the Inotera Acquisition, we revalued our previously-held 33% equity interest to its fair value. In
determining the fair value, we used various valuation techniques, including the share price of Inotera prior to the announcementof the Inotera Acquisition and discounted cash flow projections using inputs including discount rate and terminal growth rate
(Level 3). As a result, we recognized a non-operating gain of $71 million in 2017.
In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya (the "Micron Shares")and received cash proceeds of $986 million. Because the sale of the Micron Shares to Nanya was contemporaneous with, andcontingent upon, the closing of the Inotera Acquisition, the issuance of the Micron Shares was treated in purchase accounting as
a non-cash exchange for a portion of the shares of Inotera held by Nanya. The Micron Shares were issued in a transaction
exempt from the registration requirements of the Securities Act of 1933, as amended, and were subject to certain restrictions ontransfers at the time of sale. To reflect the lack of transferability, the fair value of the Micron Shares (based on the trading priceof our common stock on the acquisition date) was reduced by a discount of $81 million, based on the implied volatility derived
from traded options on our stock and on the duration of the lack of transferability (Level 2).
The allocation of purchase price to assets acquired and liabilities assumed of Inotera was as follows:
Consideration
Cash paid for Inotera Acquisition
Less cash received from sale of Micron Shares
Net cash paid for Inotera Acquisition
Fair value of our previously-held equity interest in Inotera
Fair value of Micron Shares exchanged for Inotera shares
Other
Payments attributed to intercompany balances with Inotera$$
Assets acquired and liabilities assumed
Cash and equivalents
Inventories
Other current assets
Property, plant, and equipment
Deferred tax assets
Goodwill
Other noncurrent assets
Accounts payable and accrued expenses
Debt
Other noncurrent liabilities

$

$

4,099
(986)
3,113
1,441
995
3
(361)
5,191

118
285
27
3,722
82
1,124
130
(232)
(56)
(9)
5,191

The Inotera Acquisition enhances our flexibility to drive new technology, optimize the deployment of capital, and adapt our
product offerings to changes in market conditions. As a result of these synergies, we allocated goodwill of $829 million, $198
million, and $97 million to CNBU, MBU, and EBU, respectively. Goodwill resulting from the Inotera Acquisition is notdeductible for Taiwan corporate income tax purposes; however, it is deductible for Taiwan surtax purposes.

50Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations as if the Inotera
Acquisition had occurred on September 4, 2015. The pro forma financial information includes the accounting effects of thebusiness combination, including adjustments for depreciation of property, plant, and equipment, interest expense, elimination ofintercompany activities, and revaluation of inventories. The unaudited pro forma financial information below is not necessarily
indicative of either future results of operations or results that might have been achieved had the Inotera Acquisition occurred on
September 4, 2015.
Year ended
August 31,
September 1,
2017
2016
$
20,317 $
12,341
(543)
5,172
(544)
5,171

Net sales
Net income (loss)
Net income (loss) attributable to Micron
Earnings (loss) per share
Basic
Diluted

4.68
4.42(0.50)(0.50)The unaudited pro forma financial information for 2017 includes our results for the year ended August 31, 2017 (which
includes the results of Inotera since our acquisition of Inotera on December 6, 2016), the results of Inotera for the three months
ended November 30, 2016, and the adjustments described above. The pro forma information for 2016 includes our results forthe year ended September 1, 2016, the results of Inotera for the twelve months ended August 31, 2016, and the adjustments
described above.
Technology Transfer and License Agreements with Nanya
Effective December 6, 2016, the terms of technology transfer and license agreements provided Nanya with options torequire us to transfer to Nanya certain technology for Nanya's use and deliverables related to the next DRAM process node
generation after our 20nm process node (the "1X Process Node") and the next DRAM process node generation after the 1X
Process Node (the "1Y Process Node"). Nanya's option for the 1X Process Node expired unexercised. If Nanya exercises its
right for the 1Y Process Node, Nanya would pay us royalties for a license to the transferred 1Y Process Node technology basedon revenues from products utilizing the technology, subject to specified caps, and we would also receive an equity interest in
Nanya upon the achievement of certain milestones.

51

Cash and Investments
Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, wereas follows:
As of

2018

Cash
Level 1(2)Money market funds
Level 2(3)Corporate bonds
Certificates ofdepositGovernment
securities
Asset-backed
securities
Commercial paper

Cash andEquivalents

Short-term
Investments

$

$

$

(4)

Restricted cash
Cash, cash equivalents,
and restricted cash

2017

Long-termMarketable
Investments(1)

$

3,223

—

Total Fair
Value

Cash andEquivalents

Short-term
Investments

Long-termMarketable
Investments(1)Total Fair
Value

—

$ 3,223

$

$

$

—

$ 2,237

2,237

—

2,443

—

—

2,443

2,332

—

—

2,332

3

172

272

447

—

193

315

508

806

11

2

819

483

24

3

510

5

63

103

171

1

90

126

217

—
26
6,506
81

34
16
296

96
—
473

130
42
$ 7,275

—
56
5,109
107

2
10
319

173
—
617

175
66
$ 6,045

$

$

6,587

$

$

$

5,216

(1)

The maturities of long-term marketable securities range from one to four years.
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 by observable 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 thefair values indicated by such pricing information as of August 30, 2018 or August 31, 2017.
(4)
Restricted cash is included in other noncurrent assets and included balances related to the MMJ Creditor Payments.
The restrictions on the MMJ Creditor Payments lapse upon approval by the trustees and/or Tokyo District Court.
Restricted cash as of August 31, 2017 also included interest reserve balances related to our 2021 MSTW Term Loan,
which were released in 2018 in connection with our prepayment of the 2021 MSTW Term Loan. (See "Debt" note.)(2)

Gross realized gains and losses from sales of available-for-sale securities were not material for any period presented. As of
August 30, 2018, there were no available-for-sale securities that had been in a loss position for longer than 12 months.

Receivables
As of
Trade receivables
Income and other taxes
Other

$

$

52

2018
5,056
161
261
5,478

$

$

2017
3,490
100
169
3,759

Inventories
As ofFinished goods
Work in process
Raw materials and supplies

2018
$

2017

815
2,357
423
3,595

$

$

$

856
1,968
299
3,123

Property, Plant, and Equipment
As of
Land
Buildings (includes $483 and $475, respectively, under capital leases)
Equipment(1) (includes $1,336 and $1,331, respectively, under capital leases)
Construction in progress(2)Software$Accumulated depreciation (includes $868 and $626, respectively, under capital leases)
$

2018

2017

345 $
8,680
38,2491,162
655
49,091(25,419)
23,672 $345
7,958
32,187499
544
41,533(22,102)
19,431(1)

Included costs related to equipment not placed into service of $1.73 billion and $994 million, as of August 30, 2018 andAugust 31, 2017, respectively.
(2)
Included building-related construction and tool installation costs for assets not placed into service.
Depreciation expense was $4.66 billion, $3.76 billion, and $2.86 billion for 2018, 2017, and 2016, respectively. As of
August 30, 2018, production equipment, buildings, and land with an aggregate carrying value of $2.33 billion were pledged ascollateral under various notes payable. Interest capitalized as part of the cost of property, plant, and equipment was $44 million,$7 million, and $43 million for 2018, 2017, and 2016, respectively.

Equity Method Investments
Equity in net income (loss) of equity method investees, net of tax, included the following:
For the year ended
InoteraTera Probe
Other

2018
$

$

2017
— $
—
(1)
(1) $

2016
9 $
(3)
2
8 $

32
(11)
4
25

InoteraWe held a 33% interest in Inotera, a Taiwan DRAM memory company, through December 6, 2016, at which time we
acquired the remaining 67% interest in Inotera. From January 2013 through December 2015, we purchased all of Inotera's
DRAM output under supply agreements at prices reflecting discounts from market prices for our comparable components. After
December 2015 and until our acquisition of the remaining interest in Inotera, the price for DRAM products purchased by us
was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million
and $1.43 billion of DRAM products in 2017 through the date of our acquisition and 2016, respectively. In 2016, wemanufactured and sold specialized equipment to Inotera and recognized net sales of $55 million and margin of $16 million.

53

Tera Probe
In 2017, we sold our 40% interest in Tera Probe, which provided semiconductor wafer testing and probe services to us, in atransaction that included the sale of our assembly and test facility located in Akita, Japan. In 2017 and 2016, we recorded
impairment charges of $16 million and $25 million, respectively, within equity in net income (loss) of equity method investees
to write down the carrying value of our investment in Tera Probe to its fair value based on its trading price (Level 1). We
incurred manufacturing costs for services performed by Tera Probe of $47 million and $70 million in 2017 through the date ofsale and 2016, respectively.

Intangible Assets and Goodwill
As of
Gross
AmountAmortizing assets
Product and process technology
Non-amortizing assets
In-process R&D
Total intangible assets
Goodwill$

2018
Accumulated
Amortization

567

$

108
$

675

$

1,228

$

Gross
Amount2017
Accumulated
Amortization(344) $

756

—

108

(344) $

864

$

1,228

$

(477)
—

$

(477)

In 2018, 2017, and 2016, we capitalized $48 million, $29 million, and $30 million, respectively, for product and process
technology with weighted-average useful lives of 10 years, 11 years, and 10 years, respectively. Expected amortization expenseis $55 million for 2019, $38 million for 2020, $33 million for 2021, $23 million for 2022, and $17 million for 2023.
In 2016, we acquired Tidal Systems, Ltd., a developer of PCIe NAND Flash storage controllers, to enhance our NAND
Flash controller technology for $148 million. In connection therewith, we recognized $108 million of in-process R&D; $81
million of goodwill, which was derived from expected cost reductions and other synergies and was assigned to SBU; and $41
million of deferred tax liabilities; which, in aggregate, represented substantially all of the purchase price. The in-process R&D
was valued using a replacement cost approach, which included inputs of reproduction cost, including developer's profit, andopportunity cost. We expect to begin amortizing the in-process R&D in 2019 and will amortize it over its estimated useful life.
The goodwill is not deductible for tax purposes.

Accounts Payable and Accrued Expenses
As ofAccounts payable
Property, plant, and equipment payables
Salaries, wages, and benefits
Income and other taxes
Customer advances
Other

$

$

54

2018
1,692
1,238
841
402
207
231
4,611

$

$

2017
1,333
1,018
603
163
197
350
3,664

Debt
As of

2018

2017
Net Carrying Amount

Instrument
IMFT Member
Debt

N/A

N/A $ 1,009

Capital leaseobligations

N/A

3.86%

845

310

535

845

1,190

MMJ Creditor
Payments

N/A

9.76%

520

309

183

492

695

2043G Notes(2)(4)

3.83%
5.50%
3.13%
2.13%
3.00%

4.24%
5.56%
6.33%
4.93%
6.76%

735
519
143
107
1,019

5
—
—
235
—

720
515
132
—
682

725
515
132
235
682

2021 MSAC
Term Loan

4.42%

4.65%

—

—

—

2.85%
5.25%

3.01%
5.43%

—
—

—
—

7.50%
5.25%
5.63%
2.38%
1.63%
2.50%

7.69%
5.38%
5.73%
5.95%
1.63%
2.50%

—
—
—
—
—
1

—
—
—
—
—
—

2022 Term
Loan B
2025 Notes
2032D Notes(2)2033F Notes(2)(3)2021 MSTW
Term Loan
2023 Notes
2023 Secured
Notes2024 Notes
2026 Notes
2032C Notes
2033E Notes
Other notes

Effective
Rate

Net Carrying AmountStatedRate

Principal

$

4,898

Current

LongTerm

Total(1)Principal

Current$—$ 1,009$ 1,009

$

$

$

859

$

—

—

LongTerm$—

Total(1)

$

—

357

833

1,190

157

474

631

743
519
177
297
1,025

5
—
—
278
—

725
515
159
—
671

730
515
159
278
671

—

800

99

697

796

—
—

—
—

2,652
1,000

—
—

2,640
991

2,640
991

—
—
—
—
—
1

—
—
—
—
—
1

1,250
550
129
223
173
216

—
—
—
—
202
164

1,238
546
128
211
—
44

1,238
546
128
211
202
208

4,636

$ 11,639

9,872$ 11,134

3,777

$

$

$

1,262

$

(1)

Net carrying amount is the principal amount less unamortized debt discount and issuance costs. In addition, the net
carrying amount as of August 30, 2018 and August 31, 2017 included $132 million and $31 million, respectively, ofderivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with anaggregate principal amount of $35 million and $16 million, respectively.
(2)
Since the closing price of our common stock exceeded 130% of the conversion price per share for at least 20 trading
days in the 30 trading day period ended on June 30, 2018, these notes are convertible by the holders through thecalendar quarter ended September 30, 2018. Additionally, the closing price of our common stock also exceeded thethresholds for the calendar quarter ended September 30, 2018; therefore, these notes are convertible by the holders at
any time through December 31, 2018.
(3)
Current debt as of August 30, 2018 included an aggregate of $165 million for the settlement obligation (including
principal and amounts in excess of principal) for conversions of our 2033F Notes that will settle in cash in the firstquarter of 2019. The remainder of the 2033F Notes were classified as current as of August 30, 2018 because the termsof these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had theright to convert their notes as of that date.
(4)
The 2043G Notes outstanding as of August 30, 2018 have an original principal amount of $815 million that accretes up
to $911 million through the expected term in November 2028 and $1.02 billion at maturity in 2043.
Our convertible and other senior notes are unsecured obligations that rank equally in right of payment with all of our otherexisting and future unsecured indebtedness, and are effectively subordinated to all of our other existing and future secured
indebtedness, to the extent of the value of the assets securing such indebtedness. As of August 30, 2018, Micron had $1.56
billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of its convertible notes and the2025 Notes, that was structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of ourindebtedness generally contain cross payment default and cross acceleration provisions. Micron guarantees certain debt
obligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments. Micron's guarantees of its subsidiary debt
55

obligations are unsecured obligations ranking equally in right of payment with all of Micron's other existing and future
unsecured indebtedness.
IMFT Member Debt
In 2018, Intel provided debt financing ("IMFT Member Debt") of $1.01 billion to IMFT pursuant to the terms of the IMFT
joint venture agreement. IMFT Member Debt is non-interest bearing, matures upon the completion of an auction and sale ofassets of IMFT prior to the dissolution, liquidation, or other wind-up of IMFT, and is convertible, at the election of Intel, in
whole or in part, into a capital contribution to IMFT. Additionally, to the extent IMFT distributes cash to its members under theterms of the IMFT joint venture agreement, Intel may, at its option, designate any portion of the distribution to be a repaymentof the IMFT Member Debt. In the event Intel exercises its right to put its interest in IMFT to us, or if we exercise our right tocall from Intel its interest in IMFT, any IMFT Member Debt outstanding at the time of the closing of the put or call transaction
will transfer to Micron. (See "Equity – Noncontrolling Interest in Subsidiaries – IMFT" note.)
Capital Lease Obligations
In 2018, we recorded capital lease obligations aggregating $20 million at a weighted-average effective interest rate of
4.6%, with a weighted-average expected term of five years. In 2017, we recorded capital lease obligations aggregating $220
million.
MMJ Creditor Payments
Under the MMJ Companies' corporate reorganization proceedings, which set forth the treatment of the MMJ Companies'
pre-petition creditors and their claims, the MMJ Companies were required to pay 200 billion yen, less certain expenses of thereorganization proceedings and other items, to their secured and unsecured creditors in seven annual installment payments (the"MMJ Creditor Payments"). The MMJ Creditor Payments do not provide for interest and, as a result of our acquisition of the
MMJ Companies in 2013, we recorded the MMJ Creditor Payments at fair value. The fair-value discount is accreted to interest
expense over the term of the installment payments.
Under the MMJ Companies' corporate reorganization proceedings, the secured creditors of MMJ will recover 100% of theamount of their fixed claims in six annual installment payments through October 2018 and the unsecured creditors will recoverat least 17.4% of the amount of their fixed claims in seven annual installment payments through December 2019. The
remaining portion of the unsecured claims of the creditors of MMJ not recovered pursuant to the corporate reorganization
proceedings will be discharged, without payment, through December 2019. The following table presents the remaining amountsof MMJ Creditor Payments (stated in Japanese yen and U.S. dollars) and the amount of unamortized discount as of August 30,
2018:
2019
2020

¥

Less unamortized discount¥36,392 $21,72058,112(3,186)54,926 $

326
194
520
(28)
492

Pursuant to the terms of an Agreement on Support for Reorganization Companies that we executed in 2012 with thetrustees of the MMJ Companies' pending corporate reorganization proceedings, we entered into a series of agreements with the
MMJ Companies, including supply agreements, research and development services agreements, and general services
agreements, which are intended to generate operating cash flows to meet the requirements of the MMJ Companies' businesses,
including the funding of the MMJ Creditor Payments.
2022 Senior Secured Term Loan B
In April 2016, we issued $750 million in principal amount of 2022 Term Loan B notes due April 2022. The 2022 Term
Loan B provides for periodic repricing of the interest rates and, as of August 30, 2018, the 2022 Term Loan B generally bears
interest at LIBOR plus 1.75%. We may elect to convert outstanding term loan interest to other variable-rate indexes. Principal
payments are due quarterly in an amount equal to 0.25% of the initial aggregate principal amount with the balance due atmaturity and may be prepaid without penalty. Interest is payable at least quarterly.

56

The 2022 Term Loan B is collateralized by substantially all of the assets of Micron and MSP, a subsidiary of Micron,subject to certain permitted liens on such assets. Included in our consolidated balance sheet as of August 30, 2018 were $8.32
billion of assets which collateralize these notes. The 2022 Term Loan B is structurally subordinated to the indebtedness andother liabilities of all of Micron's subsidiaries that do not guarantee these debt obligations and is guaranteed by MSP.
The 2022 Term Loan B contains covenants that, among other things, limit, in certain circumstances, the ability of Micron
and/or its domestic restricted subsidiaries to (1) create or incur certain liens and enter into sale-leaseback financing transactions;(2) in the case of domestic restricted subsidiaries, create, assume, incur, or guarantee additional indebtedness; and (3) in thecase of Micron, consolidate or merge with or into, or sell, assign, convey, transfer, lease, or otherwise dispose of all or
substantially all of its assets to another entity. These covenants are subject to a number of limitations, exceptions, andqualifications.
2025 Notes
The 2025 unsecured notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or theability of our domestic restricted subsidiaries (which are generally subsidiaries in the U.S. in which we own at least 80% of thevoting stock) to (1) create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or
guarantee certain additional secured indebtedness and unsecured indebtedness of our domestic restricted subsidiaries, and (3)consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our assets, to another entity. Thesecovenants are subject to a number of limitations, exceptions, and qualifications.
Cash Redemption at Our Option: Prior to August 1, 2019, we may redeem the 2025 Notes, in whole or in part, at a priceequal to the principal amount of the 2025 Notes to be redeemed plus a make-whole premium as described in the indenture
governing the 2025 Notes, together with accrued and unpaid interest. On or after August 1, 2019, we may redeem the 2025
Notes, in whole or in part, at prices above the principal amount that decline over time, as specified in the indenture, together
with accrued and unpaid interest.
Convertible Senior Notes

2032D Notes
2033F Notes(5)2043G Notes

HolderPut
Date(1)
May 2021
Feb 2020
Nov 2028

Maturity
Date
May 2032
Feb 2033
Nov 2043

Conversion
Price Per
Share
$
9.98
10.93
29.16

Conversion
Price Per
Share
Threshold(2)
$
12.97
14.21
37.91

Underlying
Shares ofCommon
Stock
14
10
35
59

Conversion
Value in
Excess ofPrincipal(3)
$
615
408
824
$
1,847

Principal
Settlement
Option(4)Cash and/or shares
Cash
Cash and/or shares(1)

Debt discount and debt issuance costs are amortized through the earliest holder put date.
Represents 130% of the conversion price per share. If the trading price of our common stock exceeds such threshold fora specified period, holders may convert such notes during a specified period. See "Conversion Rights" below.
(3)
Based on the trading price of our common stock of $52.76 as of August 30, 2018.
(4)
It is our current intent to settle in cash the principal amount of our convertible notes upon conversion. As a result, only
the amounts payable in excess of the principal amounts upon conversion of our convertible notes are considered indiluted earnings per share under the treasury stock method. For each of our convertible notes, we may elect to settle
any amounts in excess of the principal in cash, shares of our common stock, or a combination thereof.
(5)
Holders may put their notes to us on February 15, 2023.
(2)

Conversion Rights: Holders of our convertible notes may convert their notes under the following circumstances: (1) if thenotes are called for redemption; (2) during any calendar quarter if the closing price of our common stock for at least 20 trading
days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of
the conversion price (see "Conversion Price Per Share Threshold" in the table above); (3) if the trading price of the notes is lessthan 98% of the product of the closing price of our common stock and the conversion rate of the notes during the periods
specified in the indentures; (4) if specified distributions or corporate events occur, as set forth in the indenture for the notes; or(5) during the last three months prior to the maturity date of the notes. For the calendar quarter ended September 30, 2018, theclosing price of our common stock exceeded 130% of the conversion price for each series of our convertible notes; therefore,
those notes are convertible by the holders through December 31, 2018.
57

In August 2018, holders of our 2033F Notes with an aggregate principal amount of $35 million converted their notes,
which were settled in cash the first quarter of 2019. As a result of our election to settle all amounts due upon conversion in cash
for these notes, such settlement obligations became derivative debt liabilities in 2018 subject to mark-to-market accounting
treatment based on the volume-weighted-average price of our common stock over a period of 20 consecutive trading days.
Accordingly, at the dates of our elections to settle the conversions in cash, we reclassified the fair values of the equity
components of each of the converted notes from additional capital to derivative debt liabilities within current debt in ourconsolidated balance sheet. The net carrying amount for 2018 included $132 million for the fair values of the derivative debt
liabilities as of August 30, 2018. The 20 consecutive trading day period ended in the first quarter of 2019, and we settled theconversion for $153 million in cash.
Cash Redemption at Our Option: We may redeem our convertible notes under the circumstances listed in the table below.
The redemption price for the notes will equal the principal amount at maturity, or the accreted principal amount in the case of
the 2043G Notes redeemed on or after November 20, 2018, plus accrued and unpaid interest.

2032D Notes
2033F Notes
2043G Notes

Conditional
Redemption Periodat Our Option(1)Unconditional
Redemption Periodat Our Option

Redemption Period
RequiringMake-Whole

On or after May 1, 2017
N/A
Prior to Nov 20, 2018

On or after May 4, 2021
On or after Feb 20, 2020
On or after Nov 20, 2018

Prior to May 4, 2021(2)N/APrior to Nov 20, 2018(3)(1)

We may redeem for cash on or after the applicable dates if the volume weighted average price of our common stock has
been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period.
(2)
If we redeem prior to the applicable date, we will pay a make-whole premium in cash equal to the present value of theremaining scheduled interest payments from the redemption date to May 4, 2021.
(3)
If we redeem prior to the applicable date, we will be required to pay a make-whole premium only if, as a result of ourredemption notice, holders convert their notes. The make-whole premium will be based on the price of our common
stock and the conversion date, as set forth in the indenture, and is payable at our election in cash and/or shares.
Cash Repurchase at the Option of the Holders: We may be required by the holders of our convertible notes to repurchasefor cash all or a portion of the notes on the "Holder Put Date" listed in the table above. The repurchase price would equal theprincipal amount, or the accreted principal amount in the case of the 2043G Notes, plus accrued and unpaid interest. Also, upona change in control or a termination of trading, as defined in the respective indentures, holders of our convertible notes may
require us to repurchase for cash all or a portion of their notes.
Other: Interest expense for our convertible notes consisted of contractual interest of $44 million, $51 million, and $51
million for 2018, 2017, and 2016, respectively, and amortization of discount and issuance costs of $32 million, $37 million, and$36 million for 2018, 2017, and 2016, respectively. As of August 30, 2018 and August 31, 2017, the carrying amounts of theequity components of our convertible notes, which are included in additional capital in the accompanying consolidated balance
sheets, were $208 million and $287 million, respectively.
Available Revolving Credit Facility
On August 9, 2018, we terminated our undrawn revolving credit facility scheduled to expire in February 2020, under which
we were able draw up to the lesser of $750 million or 80% of the net outstanding balance of certain trade receivables.
On July 3, 2018, we entered into a revolving credit facility that expires in July 2023, under which we can draw up to $2.00
billion. Borrowings under the facility will generally bear interest, at a rate equal to LIBOR plus 1.25% to 2.00%, depending on
our corporate credit ratings or leverage ratio. Any amounts drawn are collateralized by substantially all of the assets of Micronand MSP, a subsidiary of Micron, subject to certain permitted liens. Additionally, any amounts drawn are pari passu with the2022 Term Loan B and are structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that
do not guarantee these debt obligations, and is guaranteed by MSP. As of August 30, 2018, there were no outstanding amounts
drawn under this facility. We may suspend the security interest in the collateral under the facility upon achieving specified
credit ratings and repayment of the 2022 Term Loan B; however, the security interest will be automatically reinstated upon adecline in our corporate credit rating.
Under the terms of the revolving credit agreement, we must maintain a ratio calculated as of the last day of each fiscal
quarter of total indebtedness to adjusted EBITDA not to exceed 2.75 to 1.00. We must also maintain a ratio of adjusted
EBITDA to net interest expense of not less than 3.50 to 1.00. The facility contains other covenants that, among other things,
58

limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens andenter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness andunsecured 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 a number oflimitations, exceptions, and qualifications.
Debt Prepayments, Repurchases, and Conversions
During 2018, we prepaid, repurchased, and settled conversions of debt with an aggregate principal amount of $6.96 billion.
When we receive a notice of conversion for any of our convertible notes and elect to settle in cash any amount of theconversion obligation in excess of the principal amount, the cash settlement obligations become derivative debt liabilities
subject to mark-to-market accounting treatment based on the volume-weighted-average price of our common stock over a
period of 20 consecutive trading days. Accordingly, at the date of our election to settle a conversion in cash, we reclassify thefair value of the equity component of the converted notes from additional capital to derivative debt liability within current debt
in our consolidated balance sheet.
The following table presents the effects of prepayments, repurchases, and conversions of debt in 2018:

Decrease in
Principal
Prepayments and repurchases
2021 MSAC Term Loan
2021 MSTW Term Loan
2023 Notes
2023 Secured Notes
2024 Notes
2026 Notes
2033F Notes
Other Notes
Settled conversions
2032C Notes
2032D Notes
2033E Notes(1)2033F Notes
2043G Notes
Conversions not settled
2033F Notes(2)

$

$
(1)
(2)

Increase(Decrease) in
Carrying
Value

Decrease in
Cash

Decrease in
EquityGain (Loss)(730) $
(2,625)(1,000)(1,250)
(550)
(129)
(66)
(46)

(727) $
(2,616)(991)(1,238)
(546)
(129)
(63)
(44)

(730) $
(2,625)(1,046)(1,373)
(572)
(139)
(316)
(46)

— $
—
—
—
—
—
(252)
—

(3)
(10)
(55)
(135)
(25)
(11)
(1)
(2)

(223)
(34)
(173)
(124)
(6)

(216)
(31)
(203)
(118)
(4)

(1,230)
(182)
(552)
(596)
(13)

(965)
(145)
(297)
(462)
(5)

(50)
(6)
(52)
(16)
(4)

—
(6,956) $132(6,794) $—(9,420) $(117)(2,243) $

(15)
(385)

Settlement included issuance of 4 million shares of our treasury stock in addition to payment of cash.
As of August 30, 2018, an aggregate of $35 million principal amount of our 2033F Notes (with a carrying value of $165
million) had converted but not settled. These notes settled in the first quarter of 2019 for $153 million in cash.

In 2017, we repurchased $631 million of principal amount of our 2025 Notes (carrying value of $625 million), repurchased$321 million of principal amount of our 2026 Notes (carrying value of $318 million), and redeemed $600 million principal
amount of our 2022 Notes (carrying value of $592 million) for an aggregate of $1.63 billion in cash. In connection with thetransactions, we recognized aggregate non-operating losses of $94 million in 2017.
In 2016, we repurchased $57 million of principal amount of our 2033E Notes (carrying value of $54 million) for $94
million in cash. The liability and equity components of the repurchased notes had previously been stated separately within debt
and equity in our consolidated balance sheet. As a result, the repurchase decreased the carrying value of debt by $54 million
and equity by $38 million.

59

Maturities of Notes Payable and Future Minimum Lease Payments
As of August 30, 2018, maturities of notes payable (including the MMJ Creditor Payments) and future minimum lease
payments under capital lease obligations were as follows:
Notes
Capital Lease
PayableObligations
$
501 $
339
274
231
151
100
713
66
—
42
2,439
187
(287)
(120)
$
3,791 $
845

2019
2020
2021
2022
2023
2024 and thereafter
Unamortized discounts and interest, respectively

Commitments
As of August 30, 2018, we had commitments of approximately $1.8 billion for the acquisition of property, plant, andequipment. We lease certain facilities and equipment under operating leases, for which expense was $63 million, $52 million,
and $46 million for 2018, 2017, and 2016, respectively. Minimum future operating lease commitments as of August 30, 2018
were as follows:
2019
2020
2021
2022
2023
2024 and thereafter

$

$

37
43
50
50
45
391
616

Contingencies
We have accrued a liability and charged operations for the estimated costs of adjudication or settlement of various asserted
and unasserted claims existing as of the balance sheet date, including those described below. We are currently a party to otherlegal actions arising from the normal course of business, none of which is expected to have a material adverse effect on ourbusiness, 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 November 21, 2014, Elm 3DS Innovations, LLC ("Elm") filed a patent infringement action against Micron, MSP, andMicron Consumer Products Group, Inc. in the U.S. District Court for the District of Delaware. On March 27, 2015, Elm filed anamended complaint against the same entities. The amended complaint alleges that unspecified semiconductor products of oursthat incorporate multiple stacked die infringe 13 U.S. patents and seeks damages, attorneys' fees, and costs.
On December 15, 2014, Innovative Memory Solutions, Inc. ("IMS") 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. On July 23, 2018, IMS served a patent infringement complaint on
Micron Semiconductor (Deutschland) GmbH and Micron Europe Limited alleging that products including our SSDs infringe aEuropean patent. The complaint seeks unspecified damages and an order forbidding Micron Semiconductor (Deutschland)GmbH and Micron Europe Limited from offering to sell, using, and importing the accused products. On August 31, 2018,60

Micron was served with a complaint filed by IMS in Shenzhen Intermediate People's Court in Guangdong Province, China. The
complaint alleges that certain of our NAND flash products infringe a Chinese patent. The complaint seeks an order requiring
Micron to stop manufacturing, using, selling, and offering for sale the accused products in China, and to pay damages of 1
million Chinese yuan plus expenses.
On June 24, 2016, the President and Fellows of Harvard University filed a patent infringement action against Micron in the
U.S. District Court for the District of Massachusetts. The complaint alleged that a variety of our DRAM products infringed two
U.S. patents and sought damages, injunctive relief, and other unspecified relief. On March 1, 2018, we executed a settlementagreement resolving this litigation. The settlement amount did not have a material effect on our business, results of operations,or financial condition.
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 in Fujian 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 and 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 theaccused 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, and offering 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 two additional
complaints filed by UMC in the Fuzhou Court. The three additional complaints allege that MSS infringes three Chinese patents
by manufacturing and selling certain Crucial MX300 SSDs and certain GDDR5 memory chips. The two complaints filed by
UMC each seek an order requiring MSS to destroy inventory of the accused products and equipment for manufacturing theaccused 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 todestroy 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 October 9, 2018, UMC withdrew its complaint that alleged MSS infringed a Chinese patentby manufacturing and selling certain GDDR5 memory chips.
On July 5, 2018, MXA and MSS were notified that the Fuzhou Court granted a preliminary injunction against those entities
that enjoins them from manufacturing, selling, or importing certain Crucial and Ballistic-branded DRAM modules and solidstate drives in China. The affected products make up slightly more than 1% of our annualized revenues. We are complying withthe ruling and have requested the Fuzhou Court to reconsider or stay its decision.
Among other things, the above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage
products we manufacture, which account for a significant portion of our net sales.
We are unable to predict the outcome of assertions of infringement made against us and therefore cannot estimate the rangeof possible loss. 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 tomake material changes to our products and/or manufacturing processes. Any of the foregoing could have a material adverse
effect on our business, results of operations, or financial condition.

61

Qimonda
On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron andMicron Semiconductor B.V., our Netherlands subsidiary ("Micron B.V."), in the District Court of Munich, Civil Chamber. The
complaint seeks 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 as of August 30, 2018, and seeks an order
requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among other things, to recoverdamages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of theGerman Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchaseagreement.
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 the benefits 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 the joint venture relationship with Inotera; and (5) determiningthat 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 byMicron 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 byMicron B.V. from ownership of the Inotera Shares. The interlocutory judgments have no immediate, enforceable effect on us,
and, accordingly, we expect to be able to continue to operate with full control of the Inotera Shares subject to further
developments in the case. We have filed a notice of appeal, and the parties have submitted briefs to the appeals court.
We are unable to predict the outcome of the matter and therefore cannot estimate the range of possible loss. The final
resolution of this lawsuit could result in the loss of the Inotera Shares or monetary damages, unspecified damages based on thebenefits 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 our business, results of operation, or financial condition.
Antitrust Matters
On April 27, 2018, a purported class-action lawsuit was filed against Micron and other DRAM suppliers in the U.S.
District Court for the Northern District of California asserting claims based on alleged price-fixing of DRAM products during
the period from June 1, 2016 to February 1, 2018. Similar cases were subsequently filed in federal court in the United States, aswell as in Canadian courts in Quebec, Montreal and Toronto, Ontario. The complaints seek treble monetary damages, costs,
interest, attorneys' fees, and other injunctive and equitable relief. We are unable to predict the outcome of these matters andtherefore cannot estimate the range of possible loss. The final resolution of these matters could result in significant liability andcould have a material adverse effect on our business, results of operations, or financial condition.
On May 15, 2018, the Chinese State Administration for Market Regulation ("SAMR") notified Micron that it wasinvestigating potential collusion among DRAM suppliers in China. On May 31, 2018, SAMR made unannounced visits to oursales offices in Beijing, Shanghai, and Shenzhen to seek certain information as part of its investigation. We are cooperating with
SAMR in its investigation.
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.

62

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated toindemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types ofagreements 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 a material adverse effect on our business,
results of operations, or financial condition.

Redeemable Convertible Notes
Under the terms of the indentures governing our 2033 Notes, upon conversion, we would be required to pay cash equal to
the lesser of (1) the aggregate principal amount or (2) the conversion value of the notes being converted. To the extent theconversion value exceeds the principal amount, we could pay cash, shares of common stock, or a combination thereof, at our
option, for the amount of such excess. The closing price of our common stock met the threshold for conversion and our 2033
Notes were convertible by their holders as of August 30, 2018 and August 31, 2017. As a result, the balance of these notes wasclassified as current debt and the difference between the principal amount and the carrying value was classified as redeemableconvertible notes in the accompanying consolidated balance sheet.

Redeemable Noncontrolling Interest
Redeemable noncontrolling interest reflects 100,000 preferred shares authorized and issued by Micron Semiconductor Asia
Operations Pte. Ltd., a subsidiary of Micron, in August 2018 for proceeds, net of issuance related costs, of $97 million, which
are redeemable by the holders after August 29, 2028. The preferred shareholders are entitled to a cumulative fixed dividend of
7.75% per annum, which is reflected in net income attributable to noncontrolling interests, and a liquidation preference senior
to the entity's common shares. We have the right to reacquire the preferred shares during the period beginning August 31, 2020
through August 29, 2026.

EquityMicron Shareholders' Equity
Common Stock Repurchase Authorization: In May 2018, we announced that our Board of Directors had authorized thediscretionary repurchase of up to $10 billion of our outstanding common stock beginning in 2019. We may purchase shares on adiscretionary basis through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading plan, subject to market conditions and our ongoing determination of the best use ofavailable cash. The repurchase authorization does not obligate us to acquire any common stock.
Accelerated Share Repurchase: On August 10, 2018, we entered into an accelerated share repurchase ("ASR") agreementwith a financial institution to purchase $1.00 billion of our common stock under our common stock repurchase authorization.
The number of shares purchased will be calculated by dividing $1.00 billion by a volume-weighted average price of ourcommon stock from September 5, 2018 through as late as November 29, 2018 (the "Measurement Period"), subject to anagreed-upon discount. On September 5, 2018, we paid $1.00 billion to the financial institution and received an initialinstallment of 14 million shares, equal to $750 million divided by the closing price of our common stock on September 4, 2018.
Based on the final number of shares purchased at the end of the Measurement Period, we will either receive an incremental
number of shares, or settle any amount owed to the financial institution in either cash or shares, at our option. In the first quarterof 2019, we recorded the initial shares as treasury stock. The second installment is treated as an equity-linked contract indexed
to our stock and therefore qualifies for equity accounting.
Other Repurchases: From August 31, 2018 through October 12, 2018, we repurchased an aggregate of 15 million shares ofour common stock for an aggregate of $653 million under a Rule 10b5-1 plan and through open market repurchases.
Common Stock Issuance: In October 2017, we issued 34 million shares of our common stock for $41.00 per share in a
public offering, for net proceeds of $1.36 billion, net of underwriting fees and other offering costs.

63

Treasury Stock: In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya for$986 million in cash, of which 54 million shares were issued from treasury stock. As a result, in 2017, treasury stock decreased
by $1.03 billion while retained earnings decreased by $104 million for the difference between the carrying value of the treasury
stock and its $925 million fair value.
Outstanding Capped Calls: In connection with our 2033F Notes, we entered into the 2033F Capped Calls, which cover,subject to anti-dilution adjustments similar to those contained in the 2033F Notes, 27 million shares of common stock and areintended to reduce the effect of potential dilution. The 2033F Capped Calls have an initial strike price of $10.93, subject tocertain adjustments, which equals the conversion price of the 2033 Notes, a cap price of $14.51, and provide for our receipt ofcash or shares, at our election, from our counterparties if the trading price of our stock is above the strike prices on the
expiration dates. The 2033F Capped Calls expire on various dates between January 2020 and February 2020. As of August 30,
2018, the dollar value of cash or shares that we would receive from our 2033F Capped Calls upon their expiration dates range
from $0, if the trading price of our stock is below the strike prices at expiration, to $98 million, if the trading price of our stockis at or above the cap prices. Settlement of the capped calls prior to the expiration dates may be for an amount less than the
maximum value at expiration.
Expiration of Capped Calls: In 2018, we share-settled certain capped calls upon their expirations, and received 9 million
shares, equal to a value of $429 million. In 2017, we cash-settled and share-settled certain capped calls upon their expirations,and received $125 million in cash and 4 million shares, equal to a value of $67 million and in 2016, we share-settled certain
capped calls upon their expirations and received 2 million shares of our stock, equal to a value of $23 million. The amounts
received upon settlement were based on volume-weighted-average trading prices of our stock at the expiration dates. The shares
received in all periods were recorded as treasury stock.
Accumulated Other Comprehensive Income: Changes in accumulated other comprehensive by component for the year
ended August 30, 2018 were as follows:

As of August 31, 2017
Other comprehensive income
Amount reclassified out of accumulated
other comprehensive income
Tax effects
Other comprehensive income
As of August 30, 2018

Cumulative
Foreign
Gains
Unrealized
Currency(Losses) on
Pension
Gains
Translation
Derivative
Liability(Losses) on
Adjustments Instruments Adjustments Investments
Total
(1) $
$
17 $
13 $
— $
29
(17)
(3)
(3)
(22)
1
—
—
1
—

$

(1)
3
(15)
2 $

$

(1)
1
(3)
10 $

—
1
(2)
(2) $

(2)
5
(19)
10

Noncontrolling Interests in Subsidiaries
As of

2018
Balance

IMFT
Other

$

853
17
870

$

64

2017
Percentage
49% $Various$

Balance832
17849

Percentage
49%
VariousIMFT: Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel. IMFT is governed by a Board ofManagers, for which the number of managers appointed by each member varies based on the members' respective ownershipinterests. IMFT manufactures semiconductor products exclusively for its members under a long-term supply agreement at
prices approximating cost. In the first quarter of 2018, IMFT discontinued production of NAND and subsequent to that time has
been entirely focused on 3D XPoint memory production. Through our IMFT joint venture, we continue to jointly develop 3D
XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in
the second half of 2019. To better optimize the 3D XPoint technology for our product roadmap and maximize the benefits forour customers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel
subsequent generations of 3D XPoint technology. IMFT will continue to manufacture memory based on 3D XPoint technology
at the fabrication facility in Lehi, Utah for its members. IMFT sales to Intel were $507 million, $438 million, and $457 million
for 2018, 2017, and 2016, respectively.
The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. At any time throughDecember 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in
IMFT, in either case, for a price that approximates Intel's interest in the net book value of IMFT plus member debt at the time of
the closing. If Intel exercises its put right, we can elect to set the closing date of the transaction any time between six months
and two years following such election by Intel and we can elect to receive financing of the purchase price from Intel for one to
two years from the closing date. If we exercise our call right, Intel can elect to set the closing date of the transaction to be any
time between six months and one year following such election. Following the closing date resulting from exercise of either theput or the call, we will continue to supply to Intel for a period of one year between 50% and 100%, at Intel's choice, of Intel's
immediately preceding six-month period pre-closing volumes of IMFT products for the first six-month period following theclosing and between 0% and 100%, at Intel's choice, of Intel's first six-month period following the closing volumes of IMFT
products for the second six-month period following the closing, at a margin that varies depending on whether the put or callwas exercised.
IMFT's capital requirements are generally determined based on an annual plan approved by the members, and capital
contributions to IMFT are requested as needed. Capital requests are made to the members in proportion to their then-current
ownership interest. Members may elect to not contribute their proportional share, and in such event, the contributing member
may elect to contribute any amount of the capital request, either in the form of an equity contribution or member debt financing.
Under the supply agreement, the members have rights and obligations to the capacity of IMFT in proportion to their investment,
including member debt financing. Any capital contribution or member debt financing results in a proportionate adjustment tothe sharing of output on an eight-month lag. Members pay their proportionate share of fixed costs associated with IMFT's
capacity.
Creditors of IMFT have recourse only to IMFT's assets and do not have recourse to any other of our assets. The following
table presents the assets and liabilities of IMFT included in our consolidated balance sheets:65As ofAssetsCash and equivalents
Receivables
Inventories
Other current assets
Total current assets
Property, plant, and equipment
Other noncurrent assets
Total assets

2018
$

$

Liabilities
Accounts payable and accrued expenses
Deferred income
Current debt
Total current liabilities
Long-term debt
Other noncurrent liabilities
Total liabilities

$

$

2017

91
126
114
8
339
2,641
45
3,025

$

138
9
20
167
1,064
74
1,305

$

$

87
81
128
7
303
1,852
49
2,204

$

299
6
19
324
75
88
487

Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.
In 2016, IMFT distributed $36 million and $34 million to us and Intel, respectively, and we and Intel contributed $38
million and $37 million, respectively, to IMFT.

Fair Value Measurements
All of our marketable debt and equity investments were classified as available-for-sale and carried at fair value. Amounts
reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value. The
estimated fair value and carrying value of our outstanding debt instruments (excluding the carrying value of equity andmezzanine equity components of our convertible notes) were as follows:
As ofConvertible notes
Notes and MMJ Creditor Payments

2018
Fair
Carrying
Value
Value
$
3,124 $
1,049
2,798
2,742

2017
Fair
Carrying
Value
Value
$
3,901 $
1,521
8,793
8,423

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 with credit ratings
similar to ours. The fair values of our other debt instruments were estimated based on Level 2 inputs, including discounted cash
flows, the trading price of our notes, when available, and interest rates based on similar debt issued by parties with credit
ratings similar to ours.

66Derivative Instruments
Gross
Notional
Amount(1)As of August 30, 2018
Derivative instruments with hedge accounting designation
Cash flow currency hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges
Convertible notes settlement obligation(5)538

Current
Assets(2)

$

1,919

As of August 31, 2017
Derivative instruments with hedge accounting designation
Cash flow currency hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges
Convertible notes settlement obligation(5)

456

(2)
(3)

(4)
(5)

$

14
—
14

(13) $

—

(10)
(167)
(177)

—
—
—

$

14

$

(190) $

—

$

17

$

—

—

4,847

34
—
34
$

(1)

—

Fair Value of
Current
Noncurrent
Liabilities(3)Assets(4)

51

$

$

(5)
(47)
(52)

1
—
1

(52) $

1

Notional amounts of currency hedge contracts in U.S. dollars.
Included in receivables – other.
Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible
notes settlement obligations.
Included in other noncurrent assets.
Notional amounts of convertible notes settlement obligations as of August 30, 2018 and August 31, 2017 were
3 million and 2 million shares of our common stock, respectively.

Derivative Instruments with Hedge Accounting Designation
We utilize currency forward contracts that generally mature within 12 months to hedge our exposure to changes incurrency exchange rates. Currency forward contracts are measured at fair value based on market-based observable inputs
including currency exchange spot and forward rates, interest rates, and credit-risk spreads (Level 2). We do not use derivative
instruments for speculative purposes.
Cash Flow Hedges: We utilize cash flow hedges for our exposure from changes in currency exchange rates for certain
capital expenditures. For derivative instruments designated as cash flow hedges, the effective portion of the realized andunrealized gains or losses on derivatives is included as a component of accumulated other comprehensive income. Amounts inaccumulated other comprehensive income are reclassified into earnings in the same line items and in the same periods inwhich the underlying transactions affect earnings. For the periods presented prior to the second quarter of 2018, the ineffective
and excluded portion of the realized and unrealized gain or loss was included in other non-operating income (expense). As aresult of adopting ASU 2017-12, beginning in the second quarter of 2018, the excluded portion of such amounts is included in
the same line item in which the underlying transactions affect earnings and the ineffective portion of the realized andunrealized gains or losses on derivatives is included as a component of accumulated other comprehensive income.
We recognized losses of $17 million and gains of $15 million and $10 million for 2018, 2017, and 2016, respectively, inaccumulated other comprehensive income from the effective portion of cash flow hedges. Neither the amount excluded fromhedge effectiveness nor the reclassifications from accumulated other comprehensive income to earnings were material in 2018,67

2017, or 2016. The amounts from cash flow hedges included in accumulated other comprehensive income that are expected tobe reclassified into earnings in the next 12 months were also not material.
Fair Value Hedges: We utilize fair value hedges for our exposure from changes in currency exchange rates for certain
monetary assets and liabilities. For derivative forward contracts designated as fair value hedges, hedge effectiveness isdetermined by the change in the fair value of the undiscounted spot rate of the forward contract. The changes in fair values ofhedge instruments attributed to changes in undiscounted spot rates are recognized in other non-operating income (expense).
The time value associated with hedge instruments is excluded from the assessment of the effectiveness of hedges and isrecognized on a straight-line basis over the life of hedges to other non-operating income (expense). Amounts recorded to othercomprehensive income (loss) for 2018 were not material. The effects of fair value hedges on our consolidated statements ofoperations were as follows:
Other
Non-Operating
Income (Expense)
2018
(25)
$
25
(32)
(32)
$

For the year ended
Gain (loss) on remeasurement of hedged assets and liabilities
Gain (loss) on derivatives designated as hedging instruments
Amortization of amounts excluded from hedge effectiveness

Derivative Instruments without Hedge Accounting Designation
Currency Derivatives: Except for certain assets and liabilities hedged using fair value hedges, we generally utilize arolling hedge strategy with currency forward contracts that mature within nine 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 andliabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding
forward contracts are marked to market. Currency forward contracts are valued at fair values based on the middle of bid andask 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). For derivative instruments without hedge
accounting designation, we recognized losses of $38 million and $45 million, and gains of $185 million for 2018, 2017, and2016, respectively.
Convertible Notes Settlement Obligations: For settlement obligations associated with our convertible notes subject tomark-to-market accounting treatment, the fair values of the underlying derivative settlement obligations were initiallydetermined using the Black-Scholes option valuation model (Level 2), which requires inputs of stock price, expected stockprice volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent measurement amounts werebased on the volume-weighted-average trading price of our common stock (Level 2). (See "Debt" note.) We recognized losses
of $124 million for 2018 in other non-operating income (expense), net for the changes in fair value of the derivative settlement
obligations. Recognized gains and losses for 2017 and 2016 were not material.
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 of thecontracts. Our maximum exposure to loss due to credit risk if counterparties fail completely to perform according to the termsof the contracts would generally equal the fair value of assets for these contracts as listed in the tables above. We seek tomitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial
institutions. As of August 30, 2018 and August 31, 2017, amounts netted under our master netting arrangements were notmaterial.

Equity Plans
As of August 30, 2018, 125 million shares of our common stock were available for future awards under our equity plans,
including 33 million shares approved for issuance under our employee stock purchase plan ("ESPP").

68

Stock Options
Our stock options are generally exercisable in increments of either one-fourth or one-third per year beginning one year
from the date of grant. Stock options issued after February 2014 expire eight years from the date of grant. Options issued prior
to February 2014 expire six years from the date of grant. Option activity for 2018 is summarized as follows:

Number of
Shares

WeightedAverage
Exercise Price
Per Share

WeightedAverage
Remaining
Contractual
Life(In Years)

Aggregate
Intrinsic Value

Outstanding as of August 31, 2017
GrantedExercised
Canceled or expired
Outstanding as of August 30, 2018

33 $
2
(16)
(1)
18

19.32
43.30
17.82
22.67
23.38

4.8

$

527

Exercisable as of August 30, 2018
Unvested as of August 30, 2018

8
10

21.66
24.61

3.2
6.0

$

233
294

$

The total intrinsic value was $446 million, $198 million, and $52 million for options exercised in 2018, 2017, and 2016,
respectively.
Stock options granted and assumptions used in the Black-Scholes option valuation model were as follows:
For the year ended
Stock options granted
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

2018
$

2
18.65
$
5.5
44%
2.2%
0.0%

2017

2016

8
8.68
$
5.5
46%
1.8%
0.0%

8
6.94
5.5
47%
1.7%
0.0%

Stock price volatility was based on an average of historical volatility and the implied volatility derived from traded options
on our stock. The expected lives of options granted were based, in part, on historical experience and on the terms and conditionsof the options. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date.
Restricted Stock and Restricted Stock Units ("Restricted Stock Awards")
As of August 30, 2018, there were 15 million shares of Restricted Stock Awards outstanding, of which 13 million contained
only service conditions. For service-based Restricted Stock Awards, restrictions generally lapse in one-fourth or one-third
increments during each year of employment after the grant date. Restrictions lapse on Restricted Stock granted in 2018 withperformance or market conditions over a three year period if conditions are met. At the end of the performance period, thenumber of actual shares to be awarded will vary between 0% and 200% of target amounts, depending upon the achievementlevel. Restricted Stock Awards activity for 2018 is summarized as follows:

Number of
SharesOutstanding as of August 31, 2017
GrantedRestrictions lapsed
Canceled
Outstanding as of August 30, 2018

WeightedAverage Grant
Date Fair
Value Per
Share

19 $
4
(6)
(2)
15
69

19.78
42.48
21.70
21.93
25.18

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

2018
$
$

2017

4
42.48
259

$
$

2016

8
18.77
115

$
$

10
15.40
71

Employee Stock Purchase PlanOur ESPP permits eligible employees to purchase shares of our common stock through payroll deductions of up to 10% of
their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of thelower of the fair market value of our common stock on either the first or last day of each six-month offering period. Our ESPP
was offered to substantially all employees beginning in August 2018. Compensation expense is calculated as of the beginningof the offering period as the fair value of the employees' purchase rights utilizing the Black-Scholes option valuation model andis recognized over the offering period. Assumptions used in the Black-Scholes option valuation model for the offering period
beginning August 1, 2018 were as follows:
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

$

14.55
0.5
43%
2.2%
0.0%

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

2018
$

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

$

$

2017
83
61
54
198

$

55
140
3
198

$

$

$

2016
88
75
52
215

$

71
144
—
215

$

$

$

76
66
49
191

79
112
—
191

The income tax benefit related to share-based compensation was $158 million, $97 million and $41 million for 2018, 2017and 2016, respectively. The income tax benefits related to share-based compensation for the periods presented prior to thesecond quarter of 2018 were offset by an increase in the U.S. valuation allowance. Stock-based compensation expense of $19
million and $20 million was capitalized and remained in inventory as of August 30, 2018 and August 31, 2017, respectively. As
of August 30, 2018, $316 million of total unrecognized compensation costs for unvested awards, before the effect of any future
forfeitures, was expected to be recognized through the fourth quarter of 2022, resulting in a weighted-average period of 1.3
years.

70

Employee Benefit Plans
We have employee retirement plans at our U.S. and international sites. Details of the more significant plans are discussed
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 toInternal Revenue Service ("IRS") 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 $61 million, $52 million, and $54 million in 2018, 2017, and 2016,
respectively.
Retirement Plans
We have pension plans in various countries available to local employees which are generally government mandated. As of
August 30, 2018, the projected benefit obligations of our plans were $190 million and plan assets were $171 million. As of
August 31, 2017, the projected benefit obligations of our plans were $175 million and plan assets were $150 million. Pension
expense was not material for 2018, 2017, or 2016.

Research and Development
We share the cost of certain product and process development activities with development partners. Our R&D expenses
were reduced by reimbursements under these arrangements by $201 million, $213 million, and $205 million for 2018, 2017,and 2016, respectively.
We have agreements to jointly develop NAND and 3D XPoint technologies with Intel. We continue to jointly develop
NAND technologies with Intel through the third generation of 3D NAND, which is expected to be completed in the second halfof 2019. In the second quarter of 2018, we and Intel agreed to independently develop subsequent generations of 3D NAND inorder to better optimize the technology and products for our respective business needs. We continue to jointly develop 3D
XPoint technologies with Intel through the second generation of 3D XPoint technology, which is expected to be completed in
the second half of 2019. To better optimize 3D XPoint technology for our product roadmap and maximize the benefits for ourcustomers and shareholders, in the fourth quarter of 2018, we announced that we will no longer jointly develop with Intel
subsequent generations of 3D XPoint technology.

Other Operating (Income) Expense, Net
For the year ended(Gain) loss on disposition of property, plant, and equipment
Restructure and asset impairments
Other

2018
$

$

2017
(96) $
2811(57) $

2016(22) $
18
5
1 $

(4)
67
(2)
61

Restructure and asset impairments in 2018 primarily consisted of costs incurred as a result of our continued emphasis tocentralize certain key functions. In 2017, we recognized gains of $15 million related to our sale of assembly and test facility
located in Akita, Japan and our 40% ownership interest in Tera Probe; assets associated with our 200mm fabrication facility in
Singapore; and assets related to Lexar and also expect to recognize an additional gain of approximately $100 million in 2019
upon the completion of the sale of the Singapore facility. We also incurred charges of $33 million and $58 million in 2017 and2016, respectively, related to the elimination of certain projects and programs, workforce reductions in certain areas of ourbusiness, and other non-headcount related spending reductions.

71

Other Non-Operating Income (Expense), Net
For the year ended
Loss on debt prepayments, repurchases, and conversions
Loss from changes in currency exchange rates
Gain on remeasurement of previously-held equity interest in Inotera
Other

2018
$

$

2017
(385) $
(75)—(5)(465) $

2016(100) $
(74)71
(9)(112) $

(4)
(24)
—
(26)
(54)

In 2016, we recognized other non-operating expense of $30 million to write off indemnification receivables upon the
resolution of uncertain tax positions.

Income Taxes
On December 22, 2017, the United States enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (the"Tax Act") which lowered the U.S. corporate income tax rate from 35% to 21% and significantly affects how income fromforeign operations is taxed in the United States. Our U.S. statutory federal rate was 25.7% for 2018 (based on the 35%
corporate rate through December 31, 2017 and 21% from that date through the end of fiscal year 2018) and will be 21%
beginning in 2019. The Tax Act imposed a one-time transition tax in 2018 on accumulated foreign income (the "Repatriation
Tax"); provided a U.S. federal tax exemption on foreign earnings distributed to the United States after January 1, 2018; andbeginning in 2019, created a new minimum tax on certain foreign earnings in excess of a deemed return on tangible assets (the"Foreign Minimum Tax"). The Tax Act allows us to elect to pay any Repatriation Tax due in eight annual, interest-freepayments in increasing amounts beginning in December 2018. In connection with the provisions of the Tax Act, we made an
accounting policy election to treat the Foreign Minimum Tax provision as a period cost in the period the tax is incurred.
SEC Staff Accounting Bulletin No. 118 ("SAB 118") allows the use of provisional amounts (reasonable estimates) if ouranalyses of the impacts of the Tax Act have not been completed when our financial statements are issued. The provisionalamounts below for 2018 represent reasonable estimates of the effects of the Tax Act for which our analysis is not yet complete.
As we complete our analysis of the Tax Act, including collecting, preparing, and analyzing necessary information, performing
and refining calculations, and obtaining additional guidance from the IRS, U.S. Treasury Department, FASB, or other standard
setting and regulatory bodies on the Tax Act, we may record adjustments to the provisional amounts, which may be material. In
accordance with SAB 118, our accounting for the tax effects of the Tax Act will be completed during the measurement period,
which should not extend beyond one year from the enactment date. At August 30, 2018, there were no provisions for which wewere unable to record a reasonable estimate of the impact.

72

Our income tax (provision) benefit consisted of the following:
For the year ended
Income (loss) before income taxes, net income (loss) attributable tononcontrolling interests, and equity in net income (loss) of equity
method investees
U.S.
Foreign

2018$$

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

Deferred
U.S. federal
State
Foreign

Income tax (provision) benefit

$

2017

2016

$

(56) $
5,252
5,196 $

72
(353)
(281)

(54) $
1
(374)
(427)

— $
(1)
(152)
(153)

—
(1)
(27)
(28)

232
101
(74)
259 $

—
—
39
39

39
2
(32)
9

(168) $

(114) $

(19)

141
14,166
14,307$

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 statutoryrate
Foreign tax rate differential
Repatriation Tax related to the Tax Act
Remeasurement of deferred tax assets and liabilities
related to the Tax Act
Change in valuation allowance
Change in unrecognized tax benefits
Tax credits
Other
Income tax (provision) benefit

2018

2017

2016

$ (3,677)
2,572(1,049)25.7 % $ (1,819)(18.0)%
1,571
7.3 %
—

35.0 % $(30.2)%—%

98
35.0 %(300) (106.8)%
—
—%

(179)
2,079
60
90
(64)
$ (168)1.3 %(14.5)%(0.4)%(0.6)%
0.4 %
1.2 % $—%
(1.2)%(0.2)%(1.3)%
0.1 %
2.2 % $

—
63
52
48
20
(19)

—
64
12
66
(8)
(114)

—%
22.4 %
18.5 %
17.1 %
7.0 %(6.8)%

Provisional estimates for 2018 in the table above included $1.34 billion of benefit for the release of the valuation allowanceon the net deferred tax assets of our U.S. operations and $1.03 billion of provision for the Repatriation Tax, net of adjustments
related to uncertain tax positions.
We operate in a number of tax jurisdictions outside the United States, including Singapore, where we have tax incentive
arrangements, which expire in whole or in part at various dates through 2031, that are conditional, in part, upon meeting certain
business operations and employment thresholds. The effect of tax incentive arrangements reduced our tax provision by$1.96 billion (benefiting our diluted earnings per share by $1.59) for 2018, by $742 million ($0.64 per diluted share) for 2017,
and were not material in 2016.
Provision has been recognized for deferred taxes on undistributed earnings of non-U.S. subsidiaries to the extent that
dividend payments from such companies are expected to result in additional tax liabilities. As a result of the Repatriation Tax,
substantially all of our accumulated foreign earnings prior to December 31, 2017 were subject to U.S. federal taxation.
Although these earnings have been subject to U.S. federal income tax under the Repatriation Tax, the repatriation to the UnitedStates of all or a portion of these earnings would potentially be subject to foreign withholding and state income tax. As of
August 30, 2018, we had a deferred tax liability of $82 million associated with our undistributed earnings. As of August 30,
73

2018, certain non-U.S. subsidiaries had cumulative undistributed earnings of $2.35 billion that were deemed to be indefinitely
reinvested. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreignsubsidiaries is not practicable.
Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities forfinancial reporting and income tax purposes as well as carryforwards. Deferred tax assets and liabilities consist of thefollowing:
As ofDeferred tax assets
Net operating loss and tax credit carryforwards
Accrued salaries, wages, and benefits
Other accrued liabilities
Other
Gross deferred tax assets
Less valuation allowance
Deferred tax assets, net of valuation allowance

2018$

Deferred tax liabilities
Debt discount
Property, plant, and equipment
Unremitted earnings on certain subsidiaries
Product and process technology
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

2017

1,417 $
163
35
80
1,695
(228)
1,467

3,426
211
59
86
3,782
(2,321)
1,461

(77)
(173)
(82)
(62)
(54)
(448)

(145)
(300)
(123)
(85)
(59)
(712)

$

1,019

$

749

$

1,022 $
(3)
1,019 $

766
(17)
749

$

We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not that existingdeferred tax assets will be realized. As of August 30, 2018 and August 31, 2017, we had a valuation allowance of $28 million
and $1.52 billion, respectively, against U.S. net deferred tax assets, primarily related to net operating loss and tax credit
carryforwards. Income taxes on U.S. operations for 2017 and 2016 were substantially offset by changes in the valuation
allowance. We had valuation allowances against net deferred tax assets, primarily related to net operating loss carryforwards,
for our subsidiaries in Japan and for our other foreign subsidiaries, of $192 million and $8 million, respectively, as ofAugust 30, 2018, and $627 million and $172 million, respectively, as of August 31, 2017. Changes in 2018 in the valuation
allowance were due to the provisional estimate for the release of the valuation allowance in the U.S. as a result of the Tax Act,
adjustments based on management's assessment of foreign net operating losses that are more likely than not to be realized, andchanges in foreign currency. As a result of internal restructuring during the year, we have concluded that the possibility ofutilizing certain of our net operating loss carryovers are now remote. As such, we have removed $119 million of deferred tax
assets that were previously fully reserved with a valuation allowance.

74

As of August 30, 2018, our federal, state, and foreign net operating loss carryforward amounts and expiration periods, asreported to tax authorities, were as follows:Year of Expiration
2019 - 2023
2024 - 2028
2029 - 2033
2034 - 2038
Indefinite

U.S. Federal
$
—
—
—
10
—
$
10

State
$

$

28
136
407
84
1
656

$

$

Japan
1,782
536
—
—
—
2,318

Taiwan
$
711
3
—
—
622
$
1,336

Other
Foreign
$

2
—
—
—
38
40

$

$

$

Total
2,523
675
407
94
661
4,360

As of August 30, 2018, our federal and state tax credit carryforward amounts and expiration periods, as reported to tax
authorities, were as follows:Year of Tax Credit Expiration
2019 - 2023
2024 - 2028
2029 - 2033
2034 - 2038
Indefinite

U.S. Federal
$
122
44
69
275
—
$
510

State
$

Total
63
46
90
3
62
264

$

$

185
90
159
278
62
774

$

Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:
For the year ended
Beginning unrecognized tax benefits
Increases due to the Inotera Acquisition
Increases related to tax positions taken in current year
Foreign currency translation increases (decreases) to tax positions
Settlements with tax authorities
Expiration of statute of limitations
Decreases related to tax positions from prior years
Ending unrecognized tax benefits

2018
$

$

2017
327 $
—
68
—
(8)
—
(126)
261 $

2016
304 $
54
15
2
(47)
(1)
—
327 $

351
—
5
—
(47)
(5)
—
304

The changes in uncertain tax positions in 2018 are primarily related to the Tax Act and transfer pricing. In connection with
the Inotera Acquisition in 2017, we assumed $54 million of uncertain tax positions. The decreases to unrecognized tax benefits
in 2017 and 2016 from settlements with tax authorities were primarily related to the favorable resolution of certain tax matters.
As of August 30, 2018, we had $256 million of unrecognized tax benefits that would, if recognized, affect our effective tax
rate. The amount accrued for interest and penalties related to uncertain tax positions was not material for any period presented.
The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although thetiming of final resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months
would not be material.
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. Our U.S. federal and state tax returns remain open to examination for 2014 through 2018. In
addition, tax returns that remain open to examination in Japan range from the years 2012 to 2018 and in Singapore and Taiwan
from 2013 to 2018. 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.

75

Earnings Per Share
For the year ended
Net income (loss) attributable to Micron – Basic and Diluted$

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

2018
14,135

$

1,152
77
1,229

Earnings (loss) per share
Basic
Diluted

$

12.27
11.51

2017
5,089

2016

1,089
65
1,154

$

4.67
4.41

(276)

$

1,036
—
1,036

$

(0.27)(0.27)

Listed below are the potential common shares, as of the end of the periods shown, that could dilute basic earnings per sharein the future that were not included in the computation of diluted earnings per share because to do so would have been
antidilutive:
For the year ended
Equity plans
Convertible notes

2018

2017
3
—

2016
21
26

60
119

Segment 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 cloud server, enterprise, client,graphics, and networking markets.
Mobile Business Unit ("MBU"): Includes memory products sold into smartphone and other mobile-device markets.
Storage Business Unit ("SBU"): Includes SSDs and component-level solutions sold into enterprise and cloud, client, andconsumer SSD markets, other discrete storage products sold in component and wafer forms to the removable storage
markets, and sales of 3D XPoint memory.
Embedded Business Unit ("EBU"): Includes memory and storage products sold into automotive, industrial, and consumer
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 August 30, 2018 and August 31, 2017, CNBU, MBU, SBU, and EBU had
goodwill of $832 million, $198 million, $101 million, and $97 million, respectively.

76

For the year ended
Net sales
CNBU
MBU
SBU
EBU
All Other

2018
$

$
Operating income (loss)
CNBU
MBU
SBU
EBU
All Other$$
Unallocated
Stock-based compensation
Restructure and asset impairments
Flow-through of Inotera inventory step up
Other

$

$
Operating income

$

2017

15,252
6,579
5,022
3,479
59
30,391

$

9,773
3,033
964
1,473
—
15,243$$$(198) $
(28)—(23)(249) $
14,994

$

2016

8,624
4,424
4,514
2,695
65
20,322

$

3,755
927
552
975
23
6,232

$

$

4,529
2,569
3,262
1,939
100
12,399

$

(25)
97
(123)
473
28
450

(215) $
(18)
(107)
(24)
(364) $

(191)
(67)
—
(24)
(282)

5,868

168

$

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

$

$

2018
1,755
1,077
1,295
603
18
11
4,759

$

$

2017
1,344
926
1,083
484
13
11
3,861

$

$

2016
1,141
580
844
379
20
16
2,980

Product Sales
For the year ended
DRAM
Trade NAND
Non-Trade
Other

$

$

2018
21,232
7,843
554
762
30,391$$

2017
12,963
6,228
553
578
20,322

$

$

2016
7,207
4,138
501
553
12,399

Non-Trade consists primarily of NAND and 3D XPoint memory products manufactured and sold to Intel through IMFT
under a long-term supply agreement at prices approximating cost. Information regarding products that combine both NAND
and DRAM components is reported within Trade NAND. Other includes sales of NOR and trade 3D XPoint memory products.
77

Certain Concentrations
Markets with concentrations of net sales were approximately as follows:
For the year ended
Compute and graphics
ServerMobileSSDs and other storage
Automotive, industrial, medical, and other embedded

2018

2017
25%
25%
20%
15%
10%

2016
20%
15%
20%
20%
15%

20%
10%
20%
20%
15%

Sales to Kingston Technology Company, Inc. ("Kingston"), as a percentage of total net sales, were 10% for 2018 and 2017.
Sales to Intel, including Non-Trade sales through IMFT, as a percentage of total net sales, were 14% for 2016 and no othercustomer exceeded 10% of our total net sales. Our sales to Kingston were included in our CNBU, SBU, and MBU segments
and substantially all of our sales to Intel were included in our SBU and CNBU segments.
We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited
number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, insome 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, capped call, and derivative
contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit the concentration of credit
exposure by restricting investments with any single obligor and monitoring credit risk of bank counterparties on an ongoingbasis. 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 collateral from our customers. Historically, we have notexperienced 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 suchrisk by limiting our counterparties to major financial institutions and through entering into master netting arrangements. Sharerepurchase and capped call agreements expose us to credit risk to the extent the counterparties may be unable to meet the termsof the agreements. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading
the risk across several major financial institutions. In addition, the potential risk of loss with any one counterparty resulting
from this type of credit risk is monitored on an ongoing basis.

Geographic Information
Geographic net sales based on customer ship-to location were as follows:
For the year ended
China
United States
TaiwanOther Asia Pacific
Europe
Japan
Other

$

$

78

2018
17,357
3,624
2,798
2,559
2,128
1,254
671
30,391$$

2017
10,388
2,763
2,544
1,808
1,360
1,025
434
20,322

$

$

2016
5,301
1,925
1,521
1,610
937
831
274
12,399

Net property, plant, and equipment by geographic area was as follows:
As of
TaiwanSingapore
United States
Japan
China
Other

$

$

2018
7,640
6,933
5,113
3,451
398
137
23,672

2017
6,519
5,261
4,253
2,827
453
118
19,431$$

Quarterly Financial Information (Unaudited)(in millions except per share amounts)

2018
Net sales
Gross margin
Operating income
Net income
Net income attributable to Micron

FourthQuarter
$
8,440
5,151
4,377
4,326
4,325

Third
Quarter
$
7,797
4,723
3,953
3,823
3,823

SecondQuarter
$
7,351
4,270
3,567
3,311
3,309

First
Quarter
$
6,803
3,747
3,097
2,678
2,678

Earnings per share
Basic
Diluted

$

$

$

$

2017
Net sales
Gross margin
Operating income
Net income
Net income attributable to Micron

FourthQuarter
$
6,138
3,112
2,502
2,369
2,368

Third
Quarter
$
5,566
2,609
1,963
1,647
1,647

SecondQuarter
$
4,648
1,704
1,044
894
894

First
Quarter
$
3,970
1,011
359
180
180

Earnings per share
Basic
Diluted

$

$

$

$

79

3.73
3.56

2.13
1.99

3.30
3.10

1.49
1.40

2.86
2.67

0.81
0.77

2.36
2.19

0.17
0.16

Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors 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 as of August30, 2018 and August 31, 2017, and the related consolidated statements of operations, comprehensive income (loss), changes inequity and cash flows for each of the three years in the period ended August 30, 2018, including the related notes and scheduleof valuation and qualifying accounts for each of the three years in the period ended August 30, 2018 appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control
over financial reporting as of August 30, 2018, 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, the financial
position of the Company as of August 30, 2018 and August 31, 2017, and the results of their operations and their cash flows foreach of the three years in the period ended August 30, 2018 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control overfinancial reporting as of August 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
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 (UnitedStates) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of 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 plan and perform theaudits to obtain reasonable assurance about whether the consolidated financial statements are free of 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 misstatementof the consolidated financial statements, whether due to error or fraud, and performing procedures that 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 bymanagement, 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 therisk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. Our audits also included performing such other procedures as we considered necessary in thecircumstances. We believe that our audits provide a reasonable basis for our opinions.
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 thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and proceduresthat (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of thecompany; and (iii) provide reasonable assurance 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.

80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 or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 15, 2018
We have served as the Company's auditor since 1984.

81

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 our principal
executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls andprocedures (as defined in Rule 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 thatthose disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reportsthat we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods
specified in the Commission's rules and forms and that such information is accumulated and communicated to our management,
including the principal executive officer and principal financial officer, to allow timely decision regarding disclosure.
During the fourth quarter of 2018, 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 the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. Our internal control over financial reporting includes those policies and proceduresthat (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of ourassets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations 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 or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on theframework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was
effective as of August 30, 2018. The effectiveness of our internal control over financial reporting as of August 30, 2018 has
been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, whichis included in Part II, Item 8, of this Form 10-K.

ITEM 9B. OTHER INFORMATION
None.

82

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, "Directors and Executive Officers of
the Registrant," in Part I, Item 1 of this report. Other information required by Items 10, 11, 12, 13, and 14 will be contained in
our Proxy Statement which will be filed with the Securities and Exchange Commission within 120 days after August 30, 2018
and is incorporated herein by reference.

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

3.

Financial Statements: See Index to Consolidated Financial Statements under Item 8.
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable, or the
information is otherwise included.
Exhibits.

84

SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(in millions)
MICRON TECHNOLOGY, INC.

Deferred Tax Asset Valuation AllowanceYear ended August 30, 2018Year ended August 31, 2017
Year ended September 1, 2016

Balance at
Beginning of
Year

Business
Acquisitions

Charged(Credited) toIncome Tax
Provision

$

$

$

2,321
2,107
2,051

—
—
10

Currency
Translation
and Charges
to OtherAccounts(2,079) $
(64)
(63)

(14) $
278
109

Balance at
End of
Year
228
2,321
2,107

Amounts charged to other accounts for the year ended August 31, 2017 includes $325 million as a result of the adoption of
ASU 2016-09 – Improvements to Employee Share-Based Payment Accounting.

85

3. Exhibits.
Exhibit
Filed
PeriodNumberDescription of Exhibit
Herewith Form Ending
2.1*
English Translation of Agreement on Support for
8-K/A
Reorganization Companies with Nobuaki Kobayashi and
Yukio Sakamoto, the trustees of Elpida Memory, Inc. and its
wholly-owned subsidiary, Akita Elpida Memory, Inc. dated
July 2, 2012
2.2*
English Translation of Agreement Amending Agreement on
8-K
Support for Reorganization Companies, dated October 29,
2012, by and among Micron Technology, Inc. and Nobuaki
Kobayashi and Yukio Sakamoto, the trustees of Elpida
Memory, Inc. and Akita Elpida Memory, Inc.
2.3*
English Translation of Agreement Amending Agreement on
8-K
Support for Reorganization Companies, dated July 31, 2013,
by and among Micron Technology, Inc. and Nobuaki
Kobayashi and Yukio Sakamoto, the trustees of Elpida
Memory, Inc. and Akita Elpida Memory, Inc.
2.4
English Translation of the Reorganization Plan of Elpida
8-K
Memory, Inc.
2.5
2016 Share Swap Agreement, dated February 3, 2016 by and
10-Q
3/3/16among Micron Technology B.V., Micron Semiconductor
Taiwan Co. Ltd. and Inotera Memories, Inc.
3.1
Restated Certificate of Incorporation of the Registrant
8-K
3.2
Bylaws of the Registrant, Amended and Restated
8-K
4.1
Indenture dated as of April 18, 2012, by and between Micron
8-K
Technology, Inc. and U.S. Bank National Association, as
Trustee for 2.375% Convertible Senior Notes due 2032
4.2
Indenture dated as of April 18, 2012, by and between Micron
8-K
Technology, Inc. and U.S. Bank National Association, as
Trustee for 3.125% Convertible Senior Notes due 2032
4.3
Form of 2032C Note (included in Exhibit 4.1)
8-K
4.4
Form of 2032D Note (included in Exhibit 4.2)
8-K
4.5
Indenture, dated as of February 12, 2013, by and between
8-K
Micron Technology, Inc. and U.S. Bank National Association,
as trustee
4.6
Indenture, dated as of February 12, 2013, by and between
8-K
Micron Technology, Inc. and U.S. Bank National Association,
as trustee
4.7
Form of 2033E Note (included in Exhibit 4.5)8-K
4.8Form of 2033F Note (included in Exhibit 4.6)
8-K
4.9
Indenture, dated as of November 12, 2013, by and between
8-K
Micron Technology, Inc. & U.S. Bank National Association
4.10
Form of New Note (included in Exhibit 4.9)
8-K
4.11
Indenture dated as of December 16, 2013, by and among
10-Q
2/27/14Micron Semiconductor Asia Pte., Ltd., Wells Fargo Bank,
National Association, and Export-Import Bank of the UnitedStates
4.12
Indenture, dated as of July 28, 2014, by and between Micron
8-K
Technology, Inc. and U.S. Bank National Association, as
Trustee
4.13
Form of Note (included in Exhibit 4.12)
8-K
4.14
Section 382 Rights Agreement, dated as of July 20, 2016 by
8-K
and between Micron Technology, Inc. and Wells Fargo Bank,
National Association, as rights agent

86

Exhibit/FilingAppendix Date
2.1
10/31/12

2.3

10/31/12

2.4

8/6/13

2.5

8/6/13

2.6

4/8/16

99.2
99.1
4.1

1/26/15
4/15/14
4/18/12

4.3

4/18/12

4.1
4.3
4.1

4/18/12
4/18/12
2/12/13

4.3

2/12/13

4.1
4.3
4.1

2/12/13
2/12/13
11/18/13

4.1
4.3

11/18/13
4/7/144.1

7/29/14

4.1
4.1

7/29/14
7/22/16

Exhibit
NumberDescription of Exhibit
10.1
Micron Technology, Inc. Executive Officer Performance
Incentive Plan
10.2
2004 Equity Incentive Plan, as Amended and Restated
10.3
2004 Equity Incentive Plan Forms of Agreement and Terms
and Conditions
10.4
Amended and Restated 2007 Equity Incentive Plan
10.5
2007 Equity Incentive Plan Forms of Agreement
10.6
Nonstatutory Stock Option Plan, as Amended
10.7
Nonstatutory Stock Option Plan Form of Agreement andTerms and Conditions
10.8
Numonyx Holdings B.V. Equity Incentive Plan
10.9
Numonyx Holdings B.V. Equity Incentive Plan Forms ofAgreement
10.10*
Patent License Agreement dated September 15, 2006, by andamong Toshiba Corporation, Acclaim Innovations, LLC andMicron Technology, Inc.
10.11
10.12*
10.13
10.14

10.15*

10.16*

10.17*
10.18*
10.19*
10.20*
10.21*
10.22
10.23*

Form of Indemnification Agreement between the Registrant
and its officers and directors
Master Agreement dated as of November 18, 2005, between
Micron Technology, Inc. and Intel Corporation
Form of Severance Agreement
Share Purchase Agreement by and among Micron
Technology, Inc. as the Buyer Parent, Micron Semiconductor
B.V., as the Buyer, Qimonda Ag as the Seller Parent andQimonda Holding B.V., as the Seller Sub dated as of
October 11, 20082012 Master Agreement by and among Intel Corporation,
Intel Technology Asia PTE LTD, Micron Technology, Inc.,
Micron Semiconductor Asia PTE LTD, IM Flash
Technologies, LLC and IM Flash Singapore, LLP dated
February 27, 2012
Second Amended and Restated Limited Liability Company
Operating Agreement of IM Flash Technologies, LLC dated
April 6, 2012, between Micron Technology, Inc. and Intel
Corporation
Amendment to the Master Agreement dated April 6, 2012,
between Intel Corporation and Micron Technology, Inc.
Amended and Restated Supply Agreement dated April 6,
2012, between Intel Corporation and IM Flash Technologies,
LLC
Amended and Restated Supply Agreement dated April 6,
2012, between Micron Technology, Inc. and IM Flash
Technologies, LLC
Product Supply Agreement dated April 6, 2012, among
Micron Technology, Inc., Intel Corporation and Micron
Semiconductor Asia Pte. Ltd.
Wafer Supply Agreement dated April 6, 2012, among Micron
Technology, Inc., Intel Corporation and Micron
Semiconductor Asia Pte. Ltd.
Form of Capped Call Confirmation dated April 2012
Supply Agreement, dated January 17, 2013, by and among
Micron Technology, Inc., Micron Semiconductor Asia Pte.
Ltd. and Inotera Memories, Inc.

87

Filed
PeriodHerewith Form Ending
DEF
14A
10-K
9/1/1610-K
9/1/16
10-K
10-K
10-K
10-K

9/1/16
9/1/16
9/1/16
9/1/16

S-8
S-8

Exhibit/FilingAppendix DateB
12/7/17
10.6
10.7

10/28/16
10/28/16

10.8
10.9
10.10
10.11

10/28/16
10/28/16
10/28/16
10/28/16

4.1
4.2

6/16/10
6/16/10

10-Q

11/30/06 10.66

1/16/07

10-Q

2/27/1410.3

4/7/1410-Q

12/1/05

10.155

1/10/06

8-K
10-Q

12/4/08

99.2
10.70

11/1/07
1/13/09

10-Q

3/1/1210.104

4/9/12

10-Q

5/31/1210.108

7/9/12

10-Q

5/31/1210.1097/9/12

10-Q

5/31/12

10.1107/9/12

10-Q

5/31/12

10.111

7/9/12

10-Q

5/31/12

10.112

7/9/12

10-Q

5/31/12

10.113

7/9/12

2/28/13

10.1
10.122

4/18/12
4/8/138-K
10-Q

Exhibit
Filed
PeriodNumberDescription of Exhibit
Herewith Form Ending
10.24*
Facilitation Agreement, dated January 17, 2013, by and
10-Q
2/28/13among Micron Semiconductor B.V., Numonyx Holdings
B.V., Micron Technology Asia Pacific, Inc., Nanya
Technology Corporation and Inotera Memories, Inc.
10.25
Micron Guaranty Agreement, dated January 17, 2013, by
10-Q
2/28/13
Micron Technology, Inc. in favor of Nanya Technology
Corporation
10.26*
Technology Transfer and License Option Agreement for
10-Q/A 2/28/13
20NM Process Node, dated January 17, 2013, by and between
Micron Technology, Inc. and Nanya Technology Corporation
10.27*
Omnibus IP Agreement, dated January 17, 2013, by and
10-Q
2/28/13
between Nanya Technology Corporation and Micron
Technology, Inc.
10.28*
Second Amended and Restated Technology Transfer and
10-Q/A 2/28/13
License Agreement for 68-50NM Process Nodes, dated
January 17, 2013, by and between Micron Technology, Inc.
and Nanya Technology Corporation
10.29*
Third Amended and Restated Technology Transfer and
10-Q
2/28/13
License Agreement, dated January 17, 2013, by and between
Micron Technology, Inc. and Nanya Technology Corporation
10.30*
Omnibus IP Agreement, dated January 17, 2013, by and
10-Q
2/28/13
between Micron Technology, Inc. and Inotera Memories, Inc.
10.31*English Translation of Front-End Manufacturing Supply
8-K/A
Agreement, dated July 31, 2013, by and between Micron
Semiconductor Asia Pte. Ltd. and Elpida Memory, Inc.
10.32*English Translation of Research and Development
8-K
Engineering Services Agreement, dated July 31, 2013, by andbetween Micron Technology, Inc. and Elpida Memory, Inc.
10.33*English Translation of General Services Agreement, dated
8-K/A
July 31, 2013, by and between Micron Semiconductor Asia
Pte. Ltd. and Elpida Memory, Inc.
10.34
Form of Capped Call Confirmation dated February 2013
8-K
10.35
Purchase Agreement, dated as of February 5, 2014, by and
8-Kamong Micron Technology, Inc. and Morgan Stanley & Co.
LLC, Goldman, Sachs & Co. and Credit Suisse Securities(USA) LLC, as representatives of the initial purchasers
10.36
Purchase Agreement, dated as of July 23, 2014, by and
8-Kamong Micron Technology, Inc. and Morgan Stanley & Co
LLC, Goldman, Sachs & Co. and Credit Suisse Securities(USA) LLC, as representatives of the initial purchasers
10.37
Registration Rights Agreement dated as of July 28, 2014, by
8-K
and among Micron Technology, Inc. and Morgan Stanley &Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities(USA) LLC, as representatives of the initial purchasers
10.38
Facility Agreement, dated February 12, 2015, among Micron
10-Q
3/5/15
Semiconductor Asia Pte. Ltd., as borrower, certain financial
institutions party thereto, and The Hongkong and Shanghai
Banking Corporation Limited, as facility agent, security agent
and account bank
10.39*
2015 Supply Agreement, dated February 10, 2015, by and
10-Q
3/5/15among Micron Technology, Inc., Micron Semiconductor Asia
Pte. Ltd. and Inotera Memories, Inc.
10.40*
2016 Supply Agreement, dated February 10, 2015, by and
10-Q
3/5/15among Micron Technology, Inc., Micron Semiconductor Asia
Pte. Ltd. and Inotera Memories, Inc.
10.41*
Second Amended and Restated Supply Agreement, dated
10-Q
3/2/17
February 10, 2017, by and among Micron Technology, Inc.,Intel Corporation and Micron Semiconductor Asia Pte. Ltd.
88

Exhibit/FilingAppendix Date
10.124
4/8/1310.125

4/8/1310.126

8/7/1310.127

4/8/1310.128

8/7/1310.1294/8/1310.1304/8/1310.139

10/2/13

10.1408/6/1310.141

10/2/1310.1
10.1

2/12/13
2/7/1410.1

7/24/1410.1

7/29/1410.88

4/10/15

10.90

4/10/15

10.91

4/10/15

10.49

3/28/17

Exhibit
Filed
PeriodNumberDescription of Exhibit
Herewith Form Ending
10.42*
Amended and Restated Supplemental Wafer Supply
10-Q
3/2/17
Agreement, dated February 10, 2017, by and among Micron
Technology, Inc., Intel Corporation and Micron
Semiconductor Asia Pte. Ltd.
10.43*
Amended and Restated Wafer Supply Agreement No. 3 dated,
10-Q
3/2/17
February 10, 2017, by and among Micron Technology, Intel
Corporation and Micron Semiconductor Asia Pte. Ltd.
10.44*First Amendment to the Wafer Supply Agreement, dated
10-K
9/3/15September 1, 2015, by and among Micron Technology, Inc.,Intel Corporation and Micron Semiconductor Asia Pte. Ltd.
10.45
Purchase Agreement, dated as of April 27, 2015, by and
8-Kamong Micron Technology, Inc. and Morgan Stanley & Co.
LLC, Goldman, Sachs & Co. and Credit Suisse Securities(USA) LLC, as representatives of the initial purchasers
10.46*
2016 Technology Transfer and License Option Agreement for
10-Q/A 3/3/16
1X Process Node dated as of February 3, 2016 by andbetween Micron Technology, Inc. and Nanya Technology
Corporation

Exhibit/FilingAppendix Date
10.50
3/28/1710.47*

10.48

10.49
10.50*

10.51*

10.52

10.53

10.54
10.55

10.56

10.57

2016 Technology Transfer and License Option Agreement for
1Y Process Node dated as of February 3, 2016 by andbetween Micron Technology, Inc. and Nanya Technology
Corporation
Form of Voting and Support Agreement by and among
Micron Technology B.V., Micron Semiconductor Taiwan Co.
Ltd., and Nanya Technology Corporation and certain of its
affiliates2016 First Amendment to the Second Amended and RestatedOperating Agreement dated January 5, 2016 by and among
Micron Technology, Inc. and Intel Corporation
Amendment to Technology Transfer and License Option
Agreement for 1X Process Node dated as of May 17, 2016 by
and between Micron Technology Inc. and Nanya Technology
Corporation
Amendment to Technology Transfer and License Option
Agreement for 1Y Process Node dated as of May 17, 2016 by
and between Micron Technology Inc. and Nanya Technology
Corporation
Credit Agreement, dated as of April 26, 2016, by and among
Micron Technology, Inc., as borrower, Morgan Stanley Senior
Funding, Inc. as administrative agent and collateral agent, andthe other agents party thereto and each financial institution
party from time to time thereto
Guarantee and Collateral Agreement, dated as of April 26,
2016, made by Micron Technology, Inc. and certain of its
subsidiaries in favor of Morgan Stanley Senior Funding, Inc.,
as collateral agent
Deferred Compensation PlanFirst Amendment to the Credit Agreement, dated April 26,
2016, by and among Micron Technology, Inc., as borrower,
Morgan Stanley Senior Funding, Inc. as administrative agent
and collateral agent, and the other agents party thereto andeach financial institution party from time to time thereto
English translation of Facility Agreement dated November
18, 2016, by and among Micron Semiconductor Asia Capital
II Pte. Ltd., certain financial institutions party thereto and
DBS Bank Ltd., as Facility Agent, Security Agent andAccount Bank
Executive Agreement dated April 26, 2017 by and between
Micron Technology, Inc. and Sanjay Mehrotra
89

10.51

3/28/17

10.54

10/27/15

10.1

4/30/15

10.56

9/8/16

10-Q/A 3/3/16

10.57

9/8/1610-Q

3/3/16

10.58

4/8/1610-Q

3/3/16

10.59

4/8/1610-Q

6/2/1610.60

7/6/1610-Q

6/2/16

10.61

7/6/168-K

10.2

4/26/16

8-K

10.3

4/26/16

10-Q
10-Q

5/31/18
12/1/16

10.64
10.65

6/22/18
1/9/17

10-Q

12/1/16

10.66

1/9/1710-Q

6/1/1710.67

6/30/17

Exhibit
Filed
NumberDescription of Exhibit
Herewith Form
10.58
Second Amendment to the Credit Agreement, dated April 26,
10-Q
2016, by and among Micron Technology, Inc., as borrower,
Morgan Stanley Senior Funding, Inc. as administrative agent
and collateral agent, and the other agents party thereto andeach financial institution party from time to time thereto
10.59
Severance Benefits for Sumit Sadana
10-Q
10.60
Second Amendment to the Amended and Restated Severance
10-K
Agreement effective July 24, 2017 by and between Micron
Technology, Inc. and D. Mark Durcan
10.61
Form of Amendment to Executive/Severance Agreement
8-K
10.62
10-Q
Third Amendment to the Credit Agreement, dated April 26,
2016, by and among Micron Technology, Inc., as borrower,
Morgan Stanley Senior Funding, Inc., as administrative agent
and collateral agent, and the other agents party thereto andeach financial institution party from time to time thereto
10.63
Severance Benefits for Manish Bhatia
10-Q
10.64
Underwriting Agreement, dated as of October 11, 2017, by
8-K
and between Micron Technology, Inc. and J.P. Morgan
Securities LLC
10.65
Micron Technology, Inc. Employee Stock Purchase Plan
DEF
14A
10.66
Severance Benefits for David A. Zinsner
10-Q
10.67
10-Q
Fourth Amendment to the Credit Agreement, dated April 26,
2016, by and among Micron Technology, Inc., as borrower,
Morgan Stanley Senior Funding, Inc., as administrative agent
and collateral agent, and the other agents party thereto andeach financial institution party from time to time thereto
10.68
X
Credit Agreement, dated as of July 3, 2018, by and among
Micron Technology, Inc., as borrower, JPMorgan Chase
Bank, N.A., as administrative agent and collateral agent, andthe other agents party thereto and each financial institution
party from time to time thereto
10.69
Guarantee and Collateral Agreement, dated as of July 3, 2018, X
made by Micron Technology, Inc. and certain of its
subsidiaries in favor of JPMorgan Chase Bank, N.A., ascollateral agent
21.1
Subsidiaries of the Registrant
X
23.1
Consent of Independent Registered Public Accounting Firm
X
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
X
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
X
32.1
Certification of Chief Executive Officer Pursuant to 18
X
U.S.C. 1350
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. X
1350
101.INS XBRL Instance Document
X
101.SCH XBRL Taxonomy Extension Schema Document
X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X

Period Exhibit/
FilingEnding Appendix Date
6/1/1710.68
6/30/17

11/30/17 10.70
8/31/17 10.71

12/20/17
10/26/17

99.1
11/30/17 10.73

11/13/17
12/20/17

11/30/17 10.74
1.1

12/20/17
10/16/17

3/1/18
5/31/18A

12/7/17

10.76
10.77

3/23/18
6/22/18* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.

90

ITEM 16. 10-K SUMMARY
None.

91

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, in the City of Boise, State of Idaho, on the
15th day of October 2018.
Micron Technology, Inc.
/s/ David A. Zinsner
By:
David A. Zinsner
Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual 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 15, 2018/s/ David A. Zinsner(David A. Zinsner)

Senior Vice President andChief Financial Officer(Principal Financial andAccounting Officer)

October 15, 2018/s/ Robert L. Bailey(Robert L. Bailey)

Director

October 15, 2018/s/ Richard M. Beyer(Richard M. Beyer)

Director

October 15, 2018/s/ Patrick J. Byrne(Patrick J. Byrne)

Director

October 15, 2018/s/ Mercedes Johnson(Mercedes Johnson)

Director

October 15, 2018/s/ Lawrence N. Mondry(Lawrence N. Mondry)

Director

October 15, 2018

Chairman of the Board
Director

October 15, 2018/s/ Robert E. Switz(Robert E. Switz)

92

EXHIBIT 10.68

CREDIT AGREEMENT
among
MICRON TECHNOLOGY, INC.,
as BorrowerandTHE LENDERS PARTY HERETO,
andJPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as Collateral Agent
Dated as of July 3, 2018
JPMORGAN CHASE BANK, N.A.
and
HSBC SECURITIES (USA) INC.
as Joint Bookrunners
JPMORGAN CHASE BANK, N.A.,
HSBC SECURITIES (USA) INC.,
BNP PARIBAS SECURITIES CORP.,CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,MIZUHO BANK, LTD.,DBS BANK, LTD.,OVERSEA-CHINESE BANKING CORPORATION LIMITED,CITIBANK, N.A.,
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,andMUFG BANK, LTD.
as Joint Lead Arrangers

TABLE OF CONTENTSSECTION 1 DEFINITIONS
1.1. Defined Terms
1.2. Other Definitional Provisions
1.3. Delivery of Notices
SECTION 2 THE CREDITS
2.1. Revolving Commitments
2.2. Revolving Loans and Borrowing
2.3. Requests for Revolving Borrowings
2.4. Documentary Credits
2.5. Funding of Borrowings
2.6. RESERVED
2.7. Termination and Reduction of Revolving Commitments
2.8. Repayment of Loans; Evidence of Debt
2.9. Interest Rates and Payment Dates
2.10. Computation of Interest and Fees
2.11. Inability to Determine Interest Rate
2.12. RESERVED
2.13. Prepayment of Loans
2.14. RESERVED
2.15. Conversion and Continuation Options
2.16. Limitations on Eurodollar Tranches
2.17. Pro Rata Treatment, etc.
2.18. Requirements of Law
2.19. Taxes
2.20. Indemnity
2.21. Change of Lending Office
2.22. Fees
2.23. RESERVED
2.24. Nature of Fees
2.25. Incremental Facilities
2.26. Replacement of Lenders
2.27. Extensions of Commitments
2.28. Reserved
2.29 Defaulting Lenders
SECTION 3 REPRESENTATIONS AND WARRANTIES

Page
1
1
24
24
24
24
24
25
25
28
29
29
29
30
30
30
31
31
32
32
32
32
33
34
37
37
37
38
38
38
40
41
42
42
43
43
43
43
43
43
44
44
44

3.1. Existence; Compliance with Law
3.2. Power; Authorizations; Enforceable Obligations
3.3. No Legal Bar
3.4. Accuracy of Information
3.5. No Material Adverse Effect
3.6. Restricted Subsidiaries
3.7. Title to Assets; Liens
3.8. Intellectual Propertyi3.9. Use of Proceeds
3.10. Litigation
3.11. Federal Reserve Regulations
3.12. Solvency
3.13. Taxes
3.14. ERISA
3.15. Environmental Matters; Hazardous Material
3.16. Investment Company Act; Other Regulations
3.17. Labor Matters3.18. Security Documents
3.19. Anti-Corruption Laws and Sanctions
3.20. EEA Financial Institutions
3.21. Disclosure
3.22. ERISA Event
SECTION 4 CONDITIONS PRECEDENT

44
44
44
44
44
44
45
45
45
45
45
45
45
46
46
46

4.1. Conditions to the Closing Date
4.2. Each Credit Event
SECTION 5 AFFIMATIVE COVENANTS
5.1. Financial Statements, etc
5.2. Compliance Certificate; Reporting
5.3. Maintenance of Existence
5.4. Maintenance of Insurance
5.5. Use of Proceeds and Documentary Credits
5.6. After-Acquired Collateral; Further Assurances
5.7. Compliance with Laws
5.8. Post-Closing Obligations
5.9. Designation of Subsidiaries
SECTON 6 NEGATIVE COVENANTS
6.1. Limitation on Indebtedness secured by Liens and Restricted Subsidiary Indebtedness
6.2. Limitation on Liens
6.3. Merger, Consolidation, or Sale of Assets
6.4. Limitation on Sale and Leaseback Transactions
6.5. Anti-Corruption Laws and Sanctions
6.6. Financial Covenants
SECTION 7 EVENTS OF DEFAULT

47
47
47
48
48
48
49
49
50
50
50
51
51
53
53
54
55
55
55
55
57
57
58
58
58
58
58
59
59
59

7.1. Events of Default
SECTION 8 THE AGENTS
8.1. Appointment
8.2. Delegation of Duties
8.3. Exculpatory Provisions
8.4. Reliance by the Administrative Agent8.5. Notice of Default
8.6. Non-Reliance on the Agent and Other Lenders
8.7. Indemnification
8.8. Agent in Its Individual Capacity
8.9 Successor Administrative Agentii

8.10. RESERVED
8.11. Collateral Security
8.12. Enforcement by the Administrative Agent and Collateral Agent8.13. Withholding Tax
8.14. Certain ERISA Matters
SECTION 9 MISCELLANEOUS
9.1. Amendments and Waivers
9.2. Notices
9.3. No Waiver; Cumulative Remedies
9.4. Survival of Representations and Warranties
9.5. Payment of Expenses
9.6. Successors and Assigns; Participations
9.7. Adjustments; Setoff
9.8. Counterparts
9.9. Severability
9.10. Integration

59
59
60
60
60
61
61
63
64
64
64
65
68
68
68
69

9.11. GOVERNING LAW
9.12. Submission To Jurisdiction; Waivers
9.13. Acknowledgements
9.14. Releases of Guarantees and Liens
9.15. Confidentiality
9.16. WAIVERS OF JURY TRIAL
9.17. Patriot Act
9.18. No Fiduciary Duty
9.19. Acknowledgement and Consent to Bail-In of EEA Financial Institutions
9.20. Lien Sharing and Priority Confirmation

69
69
69
69
71
72
72
72
73
73

SCHEDULES
Schedule 1.1
Schedule 3.6
Schedule 3.18
EXHIBITS
Exhibit A-1
Exhibit A-2
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F-1

Revolving Commitment Amounts
Restricted Subsidiaries
UCC Filing Jurisdictions

Exhibit G

Form of Closing Certificate for the Borrower
Form of Closing Certificate for the Guarantors
Form of Borrowing Request
Form of Compliance Certificate
Form of Assignment and Acceptance
Form of First Lien Intercreditor Agreement
Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are
Not Partnerships For U.S. Federal Income Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are
Not Partnerships For U.S. Federal Income Tax Purposes)
Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)
Form of Notice of Continuation/Conversion

Exhibit H

Form of Acceptance and Prepayment Notice

Exhibit F-2
Exhibit F-3
Exhibit F-4iii

THIS CREDIT AGREEMENT, dated as of July 3, 2018, among MICRON TECHNOLOGY, INC., a
Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent(in such capacity and including any successors in such capacity, the “Administrative Agent” or the “Agent”) and as
collateral agent (in such capacity and including any successors in such capacity, the “Collateral Agent”), the otheragents party hereto and each of the financial institutions from time to time party hereto (collectively, the “Lenders”).
W I T N E S S E T H:
WHEREAS, the Borrower intends to use the Loans (as defined below) for general corporate purposes.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1
Definitions
1.1.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified

below:“Administrative Agent”: the meaning set forth in the preamble to this Agreement.
“Affiliate”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by,or is under common control with, such Person. For purposes of this definition, “control” of a Person means thepower, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether
through the ownership of voting securities, by contract or otherwise.
“Agent”: the meaning set forth in the preamble to this Agreement.
“Aggregate Domestic Priority Debt”: Aggregate Priority Debt that is Domestic Priority Debt.
“Aggregate First Lien Debt”: as of the date of determination, the then aggregate outstanding amount,
without duplication, of First Lien Debt, provided, in no event will the amount of any Indebtedness (including
Guarantees of such Indebtedness) be required to be included in the calculation of Aggregate First Lien Debt morethan once despite the fact more than one Person is liable with respect to such Indebtedness and despite the fact thatsuch Indebtedness is secured by the assets of more than one Person (for example, and for avoidance of doubt, in thecase where more than one Restricted Subsidiary has Guaranteed or otherwise become liable for such Indebtedness orin the case where there are Liens on assets of one or more of the Borrower and its Restricted Subsidiaries securing
such Indebtedness or one or more Guarantees thereof, the amount of Indebtedness so Guaranteed or secured shall
only be included once in the calculation of Aggregate First Lien Debt).
“Aggregate Priority Debt”: the sum of the following as of the date of determination: (1) the then aggregate
outstanding amount of the Indebtedness of the Borrower and its Restricted Subsidiaries, without duplication, secured
by Liens not permitted under Section 6.1(a) or Section 6.1(d) (determined in accordance with Section 6.1); (2) thethen aggregate outstanding amount of all Restricted Subsidiary Debt, without duplication, and not permitted under
Section 6.1(b) (including as a result of the exclusions set forth in clauses (1) through (5) of Section 6.1(b)) andSection 6.1(d)); provided that any such Restricted Subsidiary Debt will be excluded from this clause (2) to the extent
that such Restricted Subsidiary Debt (or the related Indebtedness) is included in clause (1) or (3) of this definition;and (3) the then existing Attributable Debt of the Borrower and its Restricted Subsidiaries in respect of sale andlease-back transactions, without duplication, not permitted under Section 6.4(a); provided that any such Attributable
Debt will be excluded from this clause (3) to the extent of indebtedness relating thereto is included in clause (1) or(2) of this definition, provided further, in no event will the amount of any Indebtedness (including Guarantees ofsuch Indebtedness) be required to be included in the calculation of Aggregate Priority Debt more than once despite
the fact more than one Person is liable with respect to such Indebtedness and despite the fact that such Indebtedness
is secured by the assets of more than one Person (for example, and for avoidance of doubt, in the case where morethan one Restricted Subsidiary has Guaranteed or otherwise become liable for such Indebtedness or in the casewhere there are Liens on assets of one or more of the Borrower and its Restricted Subsidiaries securing suchIndebtedness or one or more Guarantees thereof, the amount of Indebtedness so Guaranteed or secured shall only be
included once in the calculation of Aggregate Priority Debt).

1

“Agreement”: this Credit Agreement, as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time.
“ALTA”: American Land Title Association.
“Anti-Corruption Laws”: means all laws, rules and regulations of any jurisdiction applicable to the
Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including,
without limitation, the Foreign Corrupt Practices Act of 1977, as amended.
“Applicable Margin”:(a)with respect to the Revolving Loans, for any day, with respect to any Eurodollar Revolving Loanor any Base Rate Revolving Loan, as the case may be, the applicable rate per annum set forth below under thecaption “Eurodollar Spread” or “Base Rate Spread”, as the case may be, corresponding to either (1) the applicable
Corporate Ratings from the Rating Agencies or (2) the Borrower’s Total Leverage Ratio, whichever yields a lower
pricing level, applicable on such date:
Pricing
Level:

Corporate
Ratings:

Total Leverage
Ratio

BBB-/Baa3 or
higherLess than or equal to0.5:1.00

1.25%

0.25%

BB+/Ba1

Greater than 0.5:1.00
but less than or equal
to 1.25:1.00

1.50%

0.50%

Level 3

BB/Ba2

Greater than 1.25.1.00
but less than or equal
to 2.00:1.00

1.75%

0.75%

Level 4BB-/Ba3 or lower

Greater than 2.00:1.00

2.00%

1.00%

Level 1

Level 2

Eurodollar
SpreadABR
Spread; provided that on or prior to October 27, 2018, Level 3 shall apply.
For purposes of the foregoing, (i) if neither Moody’s nor S&P shall have in effect a Corporate Rating (regardlessof whether Fitch then does), the pricing level shall be determined based on the Total Leverage Ratio, (ii) if the Corporate
Ratings established by the relevant Rating Agencies shall fall within different Categories, the Applicable Margin shallbe based on (1) if two Corporate Ratings are in effect, the lower of the two Corporate Ratings and if three Corporate
Ratings are in effect, the Corporate Rating remaining after excluding the highest Corporate Rating and the lowest
Corporate Rating or (2) the Total Leverage Ratio, whichever yields a lower pricing level; and (iii) if the Corporate
Ratings established by the relevant Rating Agencies shall be changed (other than as a result of a change in the rating
system of any relevant Rating Agency), such change shall be effective as of the date on which it is first announced by
the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower tothe Administrative Agent.
For the purposes of the foregoing, changes in the Total Leverage Ratio shall become effective on the date on
which the Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.2. If any Compliance
Certificate referred to above is not delivered within the time period specified in Section 5.2, then the pricing level shallbe determined based on the Corporate Rating.
Each change in the Applicable Margin shall apply during the period commencing on the effective date of suchchange and ending on the date immediately preceding the effective date of the next Corporate Rating or Total Leverage
Ratio change. If neither the Corporate Rating nor the Total Leverage Ratio can be determined, then upon the requestof the Required Revolving Lenders, Level 4 shall apply.
(b)with respect to the Incremental Term Loans, such per annum rates as shall be agreed by the
Borrower and the applicable Incremental Term Loan Lenders as shown in the applicable Incremental Amendment.
2

“Approved Electronic Communication”: any notice, demand, communication, information, document orother material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or thetransactions contemplated therein which is distributed to the Agent or to the Lenders by means of electronic
communications pursuant to Section 9.2(b).
“Approved Fund”: as defined in Section 9.6(b)(ii).
“Arranger”: each of the Joint Lead Arrangers.
“Assignee”: as defined in Section 9.6(b)(i).
“Assignment and Acceptance”: an assignment and acceptance entered into by a Lender and an Assignee
and accepted by the Administrative Agent to the extent required pursuant to Section 9.6, substantially in the form ofExhibit D hereto.
“Attributable Debt”: in connection with a sale and lease-back transaction the lesser of: (1) the fair value ofthe assets subject to such transaction, as determined in good faith by a Responsible Officer of the Borrower; and(2) the present value of the minimum rental payments called for during the terms of the lease (including any period
for which such lease has been extended), determined in accordance with GAAP, discounted at a rate that, at the
inception of the lease, the lessee would have incurred to borrow over a similar term the funds necessary to purchasethe leased assets.
“Availability Period”: the period from and including the Closing Date to but excluding the earlier of the
Revolving Maturity Date and the date of termination of the Revolving Commitments.
“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such
EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bankruptcy Code”: the United States Bankruptcy Code, codified as Title 11, U.S. Code §101-1330, as
amended.
“Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,(b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) Eurodollar Rate for a one month Interest Period onsuch day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. Any change inthe Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurodollar Rate shall be effective from andincluding the effective date of such change in the Prime Rate, the NYFRB Rate or the Eurodollar Rate, respectively.
If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.11 hereof, then the Base Rate shallbe the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the
avoidance of doubt, if the Base Rate as so determined would be less than zero, such rate shall be deemed to be zerofor purposes of this Agreement.
“Base Rate Loans”: Loans the rate of interest applicable to which is based upon the Base Rate.
“Base Rate Revolving Borrowing”: a Borrowing of Revolving Loans that are Base Rate Loans.
“Beneficial Ownership Certification”: a certification regarding beneficial ownership as required by the
Beneficial Ownership Regulation.
“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.
“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject
to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies,and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes ofTitle I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
3

“Benefited Lender”: the meaning set forth in Section 9.7(a).
“Board of Directors”: the board of directors of the Borrower or any committee thereof duly authorized toact on behalf of such board.
“Board of Governors”: the Board of Governors of the Federal Reserve System of the United States or any
Governmental Authority which succeeds to the powers and functions thereof.
“Boise Property”: all real property vested solely in the Borrower or a Guarantor at the location commonly
known as 8000 S. Federal Way; Boise, Idaho 83716 together with all real property vested solely in the Borrower or a
Guarantor adjoining, contiguous to, or in vicinity of the Boise Property.
“Borrower”: the meaning set forth in the preamble to this Agreement.
“Borrowing”: Loans of the same Type, made, converted or continued on the same date and, in the case ofEurodollar Loans, as to which a single Interest Period is in effect.
“Borrowing Date”: the Business Day specified in a Borrowing Request as a date on which the Borrower
requests the making of Loans hereunder.
“Borrowing Request”: a request by the Borrower for a Borrowing in accordance with Section 2.3, whichshall be substantially in the form of Exhibit B or any other form approved by the Administrative Agent.
“Business Day”: any day other than a Legal Holiday.
“Captive Insurance Subsidiary”: any Restricted Subsidiary of the Borrower that is subject to regulation as
an insurance company (or any Restricted Subsidiary thereof).
“Capital Stock”: any and all shares of stock of a corporation, partnership interests or other equivalentinterests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive
a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.
“CFC”: any controlled foreign corporation within the meaning of Section 957 of the Code.
“Change of Control”: any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Borrower, its Subsidiaries or any employee benefit plan of the Borrower or its
Subsidiaries, has filed a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the
Exchange Act disclosing that such person has become the direct or indirect “beneficial owner” (as such term is usedin Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower, unlesssuch beneficial ownership (a) arises solely as a result of a revocable proxy delivered in response to a proxy orconsent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (b) is notalso then reportable on Schedule 13D (or any successor schedule under the Exchange Act, except that for the
purpose of this clause (1) a person will be deemed to have beneficial ownership of all shares that such person has theright to acquire irrespective of whether that right is exercisable immediately or only after the passage of time);
provided, however, that a transaction will not be deemed to involve a Change of Control under this clause (1) if (a)the Borrower becomes a direct or indirect wholly owned subsidiary of a holding company, and (b) (i) the direct orindirect holders of the Voting Stock of such holding company immediately following that transaction are
substantially the same as the holders of the Borrower’s Voting Stock immediately prior to that transaction or (ii)
immediately following that transaction no “person” or “group” (other than a holding company satisfying therequirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock ofsuch holding company.
“Class”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are Revolving Loans or Incremental Loans made with respect to the same Incremental
Facility“Closing Date”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied
or waived, which date is July 3, 2018.
4

“Charges”: any charge, expense, cost, accrual or reserve of any kind.
“Code”: the Internal Revenue Code of 1986, as amended from time to time.
“Collateral”: all “Collateral” as defined in any Security Document and all of the other property and assetsthat are or are required under the terms hereof or under the Security Documents to be subject to Liens in favor of the
Collateral Agent for the benefit of the Secured Parties.
“Collateral Agent”: the meaning set forth in the preamble to this Agreement.
“Commitment”: with respect to any Lender, each Revolving Commitment or Incremental Commitment, if
any, of such Lender.
“Commitment Fee Percentage”: the applicable rate per annum set forth below under the caption “Commitment
Fee Percentage” corresponding to either (1) the Corporate Ratings from the Rating Agencies or (2) the Borrower’s
Total Leverage Ratio, whichever yields a lower pricing level, applicable on such date:
Pricing
Level:

Corporate
Ratings:

Total Leverage
Ratio

Commitment Fee
Percentage

BBB-/Baa3 or
higherLess than or equal to0.5:1.00

0.20%

BB+/Ba1

Greater than 0.5:1.00
but less than or equal
to 1.25:1.00

0.25%

Level 3

BB/Ba2

Greater than 1.25.1.00
but less than or equal
to 2.00:1.00

0.30%

Level 4BB-/Ba3 or lower

Greater than 2.00:1.00

0.35%

Level 1

Level 2; provided that on or prior to the last day of the Borrower’s fiscal quarter ending November 29, 2018, Level 2 shallapply.
For purposes of the foregoing, (i) if neither Moody’s nor S&P shall have in effect a Corporate Rating(regardless of whether Fitch then does), the pricing level shall be determined based on the Total Leverage Ratio,(ii) if the Corporate Ratings established by the relevant Rating Agencies shall fall within different Categories, theApplicable Margin shall be based on (1) if two Corporate Ratings are in effect, the lower of the two Corporate
Ratings and if three Corporate Ratings are in effect, the Corporate Rating remaining after excluding the highest
Corporate Rating and the lowest Corporate Rating or (2) the Total Leverage Ratio, whichever yields a lower pricing
level; and (iii) if the Corporate Ratings established by the relevant Rating Agencies shall be changed (other than as aresult of a change in the rating system of any relevant Rating Agency), such change shall be effective as of the dateon which it is first announced by the applicable rating agency, irrespective of when notice of such change shall havebeen furnished by the Borrower to the Administrative Agent.
For the purposes of the foregoing, changes in the Total Leverage Ratio shall become effective on the date on
which the Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.2. If any Compliance
Certificate referred to above is not delivered within the time period specified in Section 5.2, then the pricing level shallbe determined based on the Corporate Rating.
Each change in the Commitment Fee Percentage shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next Corporate Rating or
Total Leverage Ratio change. If neither the Corporate Rating nor the Total Leverage Ratio can be determined, thenupon the request of the Required Revolving Lenders, Level 4 shall apply.

5

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with
the Borrower within the meaning of Section 4001 of ERISA or is part of a controlled group that includes the
Borrower and that is treated as a single employer under Section 414 of the Code.
“Compliance Certificate”: a compliance certificate to be delivered pursuant to Section 5.2(a), substantiallyin the form of Exhibit C.
“Consolidated EBITDA”: with respect to any Person for any Measurement Period, the sum of, without
duplication, the amounts for such period, taken as a single accounting period, of (1) Consolidated Net Income;excluding (to the extent deducted or otherwise excluded in calculating Consolidated Net Income in such
Measurement Period), the following amounts (or, to the extent attributable to a non-wholly owned consolidated
entity, a portion of the following amounts proportionate to the Borrower’s allocable interest in such entity):(2) Consolidated Non-cash Charges; (3)(A) extraordinary Charges and (B) unusual or nonrecurring Charges, in eachcase, to the extent not of a type described in clause (2), (4) Consolidated Interest Expense; (5) Consolidated Income
Tax Expense; (6) restructuring expenses and charges; (7) any expenses or charges related to any equity offering,
Investment, recapitalization or incurrence of Indebtedness not prohibited under this Agreement (whether or not
successful) or related to the entry into this Agreement; and (8) any charges, expenses or costs incurred in connectionor associated with mergers, acquisitions or divestitures after the Closing Date.
Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the applicable
Measurement Period to any asset sales or other dispositions or acquisitions, investment, mergers, consolidations anddiscontinued operations (as determined in accordance with GAAP) by such Person and its Consolidated Subsidiaries(1) that have occurred during such Measurement Period or at any time subsequent to the last day of such
Measurement Period and on or prior to the date of the transaction in respect of which Consolidated EBITDA is being
determined and (2) that the Borrower determines in good faith are outside the ordinary course of business, in eachcase as if such asset sale or other disposition or acquisition, investment, merger, consolidation or disposed operation
occurred on the first day of such Measurement Period. For purposes of this definition, pro forma calculations shallbe made in accordance with Article 11 of Regulation S-X under the Securities Act; provided that such pro forma
calculations may include operating expense reductions for such period resulting from the transaction which is being
given pro forma effect that are reasonably identifiable and factually supportable and have been realized or for which
the steps necessary for realization have been taken or have been identified and are reasonably expected to be taken
within one year following any such transaction (which operating expense reductions are reasonably expected to besustainable); provided that, the Borrower shall not be required to give pro forma effect to any transaction that it does
not in good faith deem material. Such pro forma calculations shall be made in good faith by a responsible financial
or accounting officer of the Borrower.
“Consolidated Income Tax Expense”: with respect to any Person for any period, the provision for (orbenefit of) federal, state, local and foreign income taxes of such Person and its Consolidated Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP, including any penalties and interest related
to such taxes or arising from any tax examinations, to the extent the same were deducted (or added back, in the caseof income tax benefit) in computing Consolidated Net Income.
“Consolidated Interest Expense”: with respect to any Person, for any period, (a) the sum of all interest
expense (including imputed interest charges with respect to capital lease obligations) of such Person and its
Consolidated Subsidiaries payable in cash for such period determined on a consolidated basis in accordance withGAAP but excluding (i) any non-cash interest expense attributable to the movement in the mark to market valuationof hedging obligations or other derivative instruments pursuant to GAAP, amortization of deferred financing fees,
debt issuance costs, commissions, fees and expenses, (ii) any expensing of bridge, commitment and other financing
fees, (iii) any annual administrative or other agency fees, (iv) any premiums, fees or other charges incurred inconnection with the refinancing, incurrence, purchase or redemption of Indebtedness, (v) any amortization of debt
discounts, including discounts on convertible notes, and (vi) amortization of other costs, including imputed interest
charges on liabilities other than capital lease obligations and premiums and discounts on investments, minus (b)interest income of such Person and its Consolidated Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.
“Consolidated Net Income”: with respect to any Person, for any period, the consolidated net income (orloss) of such Person and its Consolidated Subsidiaries, after deduction of net income (or loss) attributable to noncontrolling interests, for such period as determined in accordance with GAAP, adjusted, to the extent included in
calculating such net income, by excluding, without duplication, the following (or, to the extent attributable to a non6

wholly owned consolidated entity, a portion of the following amounts proportionate to the Borrower’s allocableinterest in such entity): (1) all extraordinary, unusual or nonrecurring gains or losses (net of fees and expense
relating to the transaction giving rise thereto); (2) gains or losses in respect of any asset impairments, write-offs orsales (net of fees and expenses relating to the transaction giving rise thereto); (3) any expenses, losses or charges
incurred related to lower of cost or market write-downs for work in process or finished goods inventories; (4) any
expenses, losses or charges incurred related to excess or obsolete inventories; (5) the net income (loss) from any
disposed or discontinued operations or any net gains or losses on disposed or discontinued operations; (6) any gainor loss realized as a result of the cumulative effect of a change in accounting principles; (7) any net gains or losses
attributable to the early extinguishment or conversion of Indebtedness, derivative instruments, embedded derivatives
or other similar obligations; (8) equity in net income (loss) of equity method investees; (9) gains, losses, income andexpenses resulting from the application of fair value accounting to derivative instruments; and (10) gains or losses
resulting from currency fluctuations. In addition, to the extent not already included in Consolidated Net Income ofsuch Person and its Consolidated Subsidiaries, the amount of proceeds received from business interruption insurance
and reimbursements of any expenses or charges that are covered by indemnification or other reimbursement
provisions in connection with any investment or sale, conveyance, transfer or disposition of assets not prohibited
under this Agreement.
“Consolidated Net Tangible Assets”: with respect to any Person, the total amount of assets of such Person
and its Consolidated Subsidiaries after deducting therefrom (a) all current liabilities of such Person and its
Consolidated Subsidiaries (excluding (i) the current portion of long-term debt and the portion of any convertible
debt classified as “current” despite having a stated maturity more than 12 months from the date as of which theamount thereof is being computed and (ii) any liabilities which are by their terms renewable or extendible at theoption of the obligor thereon to a date more than 12 months from the date as of which the amount thereof is being
computed) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and anyother like intangibles of such Person and its Consolidated Subsidiaries, all as set forth on the consolidated balance
sheet of such Person for the most recently completed fiscal quarter for which financial statements have been filedwith the SEC and computed in accordance with GAAP.
“Consolidated Non-cash Charges”: with respect to any Person for any period determined on a consolidated
basis in accordance with GAAP, the aggregate depreciation; amortization (including amortization of goodwill, otherintangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses); non-cash compensation
expense incurred in connection with the issuance of Equity Interests to any director, officer, employee or consultant
of such Person or any Consolidated Subsidiary; and other non-cash expenses of such Person and its Subsidiaries
reducing Consolidated Net Income of such Person and its Consolidated Subsidiaries for such period (excluding any
such charge which requires an accrual of or a reserve for cash charges for any future period).
“Consolidated Subsidiaries”: as of any date of determination and with respect to any Person, those
Subsidiaries of that Person whose financial data is, in accordance with GAAP, reflected in that Person’s consolidated
financial statements.
“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property isbound.
“Copyrights”: (i) all copyrights, database rights, design rights, mask works and works of authorship arisingunder the laws of the United States, any other country or any political subdivision thereof, whether registered or
unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications inconnection therewith, including, without limitation, all registrations, recordings and applications in the United States
Copyright Office, and (ii) the right to obtain all renewals thereof.
“Copyright Licenses”: any written agreement naming the Borrower or any Guarantor as a party, granting
any right under any Copyright, including, without limitation, the grant of rights to reproduce, prepare derivative
works based upon, perform, display, manufacture, distribute, exploit and sell materials derived from any Copyright.
“Corporate Rating”: the Borrower’s “corporate rating” or “corporate family rating” from S&P or Moody’s
or Fitch, respectively, including any successor term for such rating adopted by such rating agency.
“DC Disbursement”: a payment made by an Issuing Bank pursuant to a Documentary Credit.
7

“DC Exposure”: at any time, the sum of (a) the aggregate undrawn and unexpired amount of all outstanding
Documentary Credits at such time plus (b) the aggregate amount of all DC Disbursements that have not yet been
reimbursed by or on behalf of the Borrower at such time. The DC Exposure of any Revolving Lender at any timeshall be its Revolving Loan Percentage of the DC Exposure at such time.
“DC Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn andunexpired amount of the then outstanding Documentary Credits and (b) the aggregate amount of drawings underDocumentary Credits that have not then been reimbursed pursuant to Section 2.4(c).
“Debtor Relief Laws”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time ineffect and affecting the rights of creditors generally.
“Default”: any of the events specified in Section 7.1, whether or not any requirement for the giving ofnotice, the expiration of applicable cure or grace periods, or both, has been satisfied.
“Defaulting Lender”: means any Lender that (a) has failed to (i) fund all or any portion of its Loans within
one Business Day of the date such Loans were required to be funded hereunder unless such Lender notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in writing) has not been satisfied, or (ii) pay to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within one Business Day of the date whendue, (b) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its
funding obligations hereunder (unless such writing relates to such Lender’s obligation to fund a Loan hereunder andstates that such position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such writing) cannot besatisfied), (c) has failed, within two Business Days after written request by the Administrative Agent or the
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its
prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or(d) has, or has a direct or indirect parent company that has, after the Closing Date, (i) become the subject to any
bankruptcy event, (ii) had appointed for it a receiver, liquidator, examiner, custodian, conservator, trustee,administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be
a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from theenforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any
determination by the Administrative Agent in consultation with the Borrower that a Lender is a Defaulting Lenderunder any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, andsuch Lender shall be deemed to be a Defaulting Lender (subject to Section 2.29(b)) upon delivery of written noticeof such determination to the Borrower and each Lender.
“Dollars” and “$”: dollars in lawful currency of the United States.
“Documentary Credit”: any letter of credit or bank guarantee issued pursuant to this Agreement.
“Domestic Priority Debt”: Priority Debt created or incurred by the Borrower or its Domestic Restricted
Subsidiaries; provided that such Domestic Priority Debt shall not include any Priority Debt created or incurred
through the issuance of debt securities or the incurrence of loans in the capital markets; provided further that such
limitation shall not prohibit the incurrence of Indebtedness under asset-based, warehouse or other similar debt
facilities utilized by the Borrower and its Domestic Restricted Subsidiaries with the primary purpose of accessing
efficient working capital.

8

“Domestic Restricted Subsidiary”: with respect to any Person, any Restricted Subsidiary of such Personthat is organized or existing under the laws of the United States, any state thereof or the District of Columbia otherthan any such Subsidiary that is a direct or indirect Subsidiary of one or more Foreign Subsidiaries of such Person.
“EEA Financial Institution”: (a) any institution established in any EEA Member Country which is subject tothe supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is aparent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject toconsolidated supervision with its parent.
“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, andNorway.
“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the
resolution of any EEA Financial Institution.
“Engagement Letter”: that certain engagement letter dated May 21, 2018 among the Borrower and the
Arrangers.
“Environmental Laws”: any and all applicable foreign, federal, state, local or municipal laws, rules, orders,regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority orother Requirements of Law (including common law) regulating, relating to or imposing liability or standards ofconduct concerning protection of the environment or of human health (to the extent related to exposure to Materials
of Environmental Concern), as now or may at any time hereafter be in effect.
“Equity Interests”: all Capital Stock and all warrants or options with respect to, or other rights to purchase,
Capital Stock, but excluding Indebtedness convertible into or exchangeable for equity.
“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and theregulations promulgated and rulings issued thereunder.
“ERISA Event”: (a) any Reportable Event; (b) the existence with respect to any Plan of an “minimum
funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of theminimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention toterminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or anyof its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan orMultiemployer Plan; or (g) the receipt by the Borrower or any Commonly Controlled Entity of any notice, or thereceipt by any Multiemployer Plan from the Borrower or any Commonly Controlled Entity of any notice,concerning the imposition of withdrawal liability under ERISA or a determination that a Multiemployer Plan is, or is
expected to be, insolvent, within the meaning of Title IV of ERISA.
“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor Person), as in effect from time to time.
“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without
duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day(including basic, supplemental, marginal and emergency reserves) under any regulations of the Board of Governors
or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of theBoard of Governors) maintained by a member bank of the Federal Reserve System.
“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar
Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) (or a comparable or successor rate
which rate is approved by the Administrative Agent), as published on the applicable Bloomberg screen page (or suchother commercially available source providing such quotations as may be designated by the Administrative Agent
9

from time to time) at approximately 11:00 A.M. (London time) on the date that is two Business Days prior to thebeginning of the relevant Interest Period for deposits in Dollars for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the“Eurodollar Base Rate” shall be the interest rate per annum determined by the Administrative Agent to be theaverage of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to majorbanks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior to the beginning of such Interest Period.
“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.
“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, arate per annum determined for such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):
Eurodollar Base Rate
1.00 - Eurocurrency Reserve
Requirements; provided that in no event shall the Eurodollar Rate be less than 0.00%.
“Eurodollar Revolving Borrowing”: a Borrowing of Revolving Loans that are Eurodollar Loans.
“Event of Default”: any of the events specified in Section 7.1, provided that any requirement for the givingof notice, the lapse of time, or both, has been satisfied.
“Exchange Act”: the Securities Exchange Act of 1934, as amended, or any successor statute or statutes
thereto.
“Excluded Taxes”: those Taxes referenced in Section 2.19(a)(i) through 2.19(a)(v).
“Excluded Subsidiary”: (a) any Subsidiary that is prohibited by any applicable law, rule or regulation or by
any Contractual Obligation existing on the Closing Date (or, if later, the date of the acquisition of such Subsidiaryand not incurred in contemplation of such acquisition) from guaranteeing or providing collateral for the Obligations(only to the extent such prohibition is applicable and not rendered ineffective) or would require a governmental(including regulatory) consent, approval, license or authorization in order to provide such guarantee, (b) any Foreign
Subsidiary, FSHCO or Subsidiary of a Foreign Subsidiary, (c) any Captive Insurance Subsidiary, (d) any not-forprofit subsidiary, (e) any Subsidiary that is not a wholly-owned Subsidiary, (f) any Subsidiary with respect to which
the creation or perfection of a security interest in its assets or the Guarantee of the Obligations by it would
reasonably be expected to result in material adverse tax consequences to the Borrower or any of its Subsidiaries asreasonably determined by the Borrower in consultation with Administrative Agent or the cost or other consequences(including any adverse tax consequences) of providing Collateral or guaranteeing the Obligations shall be excessivein view of the benefits to be obtained by the Lenders therefrom as reasonably determined by the Administrative
Agent and the Borrower and (g) any other Subsidiary of the Borrower designated by the Borrower as an Excluded
Subsidiary subsequent to the Closing Date, until such Person ceases to be an Excluded Subsidiary of the Borrower inaccordance with Section 5.9.
“Excluded Subsidiary Threshold”: the meaning set forth in Section 5.9(b).
“Extended Revolving Commitments”: the meaning set forth in Section 2.27(a).
“Extension”: the meaning set forth in Section 2.27(a).
“Extension Offer”: the meaning set forth in Section 2.27(a).
“Fair Market Value”: the value that would be paid by a willing buyer to an unaffiliated willing seller in atransaction not involving distress or necessity of either party, determined in good faith by the chief financial officerof the Borrower (unless otherwise provided in this Agreement).
10

“FATCA”: Sections 1471 through 1474 of the Code as in existence on the date hereof (and any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or
future Treasury regulations thereunder or published administrative guidance implementing such Sections, any
agreement entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above) and any intergovernmental agreements (and related legislation or official administrative guidance)
implementing the foregoing.
“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its
public website from time to time, and published on the next succeeding Business Day by the NYFRB as theeffective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less thanzero, such rate shall be deemed to zero for the purposes of this Agreement.
“Fees”: collectively, the fees pursuant to Engagement Letter and Section 2.22, the fees referred to in
Section 9.5 and any other fees payable by any Loan Party pursuant to this Agreement or any other Loan Document.
“Financial Officer”: the Chief Financial Officer, Principal Accounting Officer, Controller or Treasurer ofthe Borrower.
“First Lien”: a Lien granted by (i) a Security Document to the Collateral Agent or (ii) any other security
agreement with respect to any other series of First Lien Debt, in each case, for the benefit of the holders of First Lien
Debt, at any time, upon any property of any Loan Party to secure Secured Obligations.
“First Lien Debt”:(1)

all Obligations; and(2)
to the extent issued or outstanding, any other Indebtedness, including permitted
refinancings of First Lien Debt, that are secured equally and ratably with the Obligations by a First Lienthat was expressly permitted to be incurred and so secured under this Agreement;“First Lien Intercreditor Agreement”: the intercreditor agreement dated April 26, 2016 executed inconnection with the Term Loan Credit Agreement or, after the termination of such intercreditor agreement, anintercreditor agreement substantially in the form attached as Exhibit E entered into in connection with any First Lien
Debt that is subject to documentation separate from this Agreement.
“Fitch”: Fitch, Inc. and any successor to its rating agency business.
“Flood Insurance Laws”: collectively, (i) National Flood Insurance Reform Act of 1994 (which
comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973)
as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now orhereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Insurance Reform Act of 2012 as now
or hereafter in effect or any successor statute thereto.
“Foreign Subsidiary”: with respect to any Person, any Subsidiary of such Person other than one that isorganized or existing under the laws of the United States, any state thereof or the District of Columbia.
“FSHCO”: with respect to any Person, any Subsidiary substantially all the assets of which consist of Equity
Interests of, and/or intercompany debt obligations owed or treated as owed by, one or more (i) CFCs and/or (ii)
Subsidiaries described in this de?nition.
“Funding Office”: the office of the Administrative Agent specified in Section 9.2(a) or such other office as
may be specified from time to time by the Administrative Agent as its funding office by written notice to the
Borrower and the Lenders.
“GAAP”: generally accepted accounting principles in the United States set forth in the statements andpronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as11have been approved by a significant segment of the accounting profession, which are in effect as of the date ofdetermination.
“Governmental Authority”: the government of the United States or any other nation, or of any politicalsubdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers orfunctions of or pertaining to government (including any supra-national bodies such as the European Union or theEuropean Central Bank).
“Grantors”: any Person that pledges any Collateral under the Security Documents to secure any Secured
Obligations.
“Guarantee”: any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any other Person; provided that (1) obligations pursuant to commercial transactions on arm’s-length
terms entered into in the ordinary courses of business that are not primarily for the purpose of guaranteeing any
Indebtedness of another Person shall not constitute a Guarantee, and (2) for avoidance of doubt, an agreement or
arrangement or series of related agreements or arrangements providing for or in connection with the purchase or saleof assets, securities, services or rights that is entered into in connection with the business of the Company or any
Subsidiary (including any consent or acknowledgement of assignment, including any assignment of payment
obligations, warranties, indemnities, performance guarantees and related obligations, and related waivers), shall notconstitute a Guarantee, provided that payment obligations, warranties, indemnities, performance guarantees andrelated obligations provided for under such agreements or arrangements are limited to payments for assets,
securities, services and rights and other ancillary obligations customary in such transactions. The term “Guarantee”
used as a verb has a corresponding meaning.
“Guarantee and Collateral Agreement”: that certain Guarantee and Collateral Agreement, dated as of thedate hereof, by and among the Borrower and Grantors from time to time party thereto and the Collateral Agent.
“Guarantee and Collateral Period”: the meaning set forth in Section 9.14.
“Guarantee and Collateral Suspension Date”: any Business Day after the end of the fiscal quarter in which
Closing Date occurs on which (I) (a) the Borrower has achieved a Corporate Rating equal to or higher than thefollowing from at least two of the following three Ratings Agencies: (i) at least Ba1 from Moody’s, (ii) at least BB+
from S&P and (iii) at least BB+ from Fitch, in each case, with a stable or better outlook, (b) there exists no Priority
Debt or Attributable Debt then outstanding other than Priority Debt or Attributable Debt that would be permitted
pursuant to Section 6.1(c)(2) or Section 6.4(a) if the Borrower and its Restricted Subsidiaries were deemed to havecreated, assumed, incurred, Guaranteed or otherwise be liable for such then outstanding Priority Debt or Attributable
Debt on such date, and (c) the Borrower has repaid all outstanding amounts under the Term Loan Credit Agreementand (II) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower
certifying as to the satisfaction (or concurrent satisfaction) of the foregoing.
“Guarantee and Collateral Suspension Period”: the meaning set forth in Section 9.14.
“Guarantors”: any Restricted Subsidiary of the Borrower that is a party to the Guarantee and Collateral
Agreement, and its successors and assigns, in each case, until the Guarantee of such Person under the Guarantee andCollateral Agreement has been released in accordance with the provisions of this Agreement or the Guarantee andCollateral Agreement.
“Guaranty Reimbursement Obligations”: all obligations of the Loan Parties under Section 2 of the
Guarantee and Collateral Agreement.
“Incremental Amendment”: the meaning set forth in Section 2.25.
“Incremental Commitment”: an Incremental Revolving Commitment or an Incremental Term Loan
Commitment.
“Incremental Facility”: an Incremental Revolving Facility or an Incremental Term Loan Facility.
“Incremental Lender”: an Incremental Revolving Lender or an Incremental Term Loan Lender.
12

“Incremental Loans”: Loans made pursuant to Section 2.25.
“Incremental Revolving Commitment”: with respect to any Lender, the commitment of such Lender,
established pursuant to an Incremental Amendment and Section 2.25, to make Revolving Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Extensions ofCredit under such Incremental Amendment.
“Incremental Revolving Facility”: an incremental portion of the Revolving Commitments establishedhereunder pursuant to an Incremental Amendment providing for Incremental Revolving Commitments.
“Incremental Revolving Lender”: a Lender with an Incremental Revolving Commitment.
“Incremental Term Loan Commitment”: with respect to any Lender, the commitment of such Lender,
established pursuant to an Incremental Amendment and Section 2.25, to make Incremental Term Loans hereunder,
expressed as an amount representing the maximum principal amount of the Incremental Term Loans to be made bysuch Lender.
“Incremental Term Loan Facility”: an incremental term loan facility established hereunder pursuant to an
Incremental Amendment providing for Incremental Term Loan Commitments.
“Incremental Term Loan Maturity Date”: with respect to Incremental Term Loans, the scheduled date on
which such Incremental Term Loans shall become due and payable in full hereunder, as specified in the applicable
Incremental Amendment.
“Incremental Term Loan Lender”: a Lender with an Incremental Term Loan Commitment or an outstanding
Incremental Term Loan.
“Incremental Term Loans”: Loans made by an Incremental Term Loan Lenders to the Borrower pursuant
to Section 2.25.
“Indebtedness”: indebtedness for borrowed money. For the avoidance of doubt, Indebtedness withrespect to a Person only includes indebtedness for the repayment of money provided to such Person, and does notinclude any other kind of indebtedness or obligation notwithstanding that such other indebtedness or obligation may
be evidenced by a note, bond, debenture or other similar instrument, may be in the nature of a financing transaction,or may be an obligation that under GAAP is classified as “debt” or another type of liability, whether required to bereflected on the balance sheet of the obligor or otherwise.
The amount of any Indebtedness outstanding as of any date will be:(1)
the accreted value of the Indebtedness, in the case of any Indebtedness that does not
require the current payment of interest;(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness;(3)
in respect of Indebtedness of another Person secured by a Lien on the assets of thespecified Person (and not otherwise Guaranteed by the specified Person), the lesser of: (a) the fair value (asdetermined in good faith by a Responsible Officer of the Borrower) of such assets at the date ofdetermination; and (b) the principal amount of the Indebtedness of the other Person;(4)
in respect of any Indebtedness of another Person Guaranteed by the specified Person or
one or more of such Persons, the lesser of: (a) the principal amount of such Indebtedness of such other
Person and (b) the maximum amount of such Indebtedness payable under the Guarantee or Guarantees(without duplication in the case of one or more Guarantees of the same Indebtedness by Restricted
Subsidiaries); and(5)in the case of obligations under any sale and lease-back transaction that are included inany calculation of Indebtedness pursuant to this Agreement (whether or not Indebtedness), an amountcalculated in accordance with clause (2) of the definition of Attributable Debt.
13

In addition, accrual of interest and accretion or amortization of original issue discount will not be deemed
to be an incurrence of Indebtedness for any purpose hereunder. For the avoidance of doubt, the inclusion of specificobligations in Section 6.1 or the definition of Permitted Liens or the inclusion of Attributable Debt in any calculationof Indebtedness shall not create any implication that any such obligations constitute Indebtedness.
“Indemnified Liabilities”: the meaning set forth in Section 9.5.
“Indemnitee”: the meaning set forth in Section 9.5.
“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within themeaning of Section 4245 of ERISA.
“Insolvent”: pertaining to a condition of Insolvency.
“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including, without
limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and theTrademark Licenses, trade secrets, and any transferable rights to sue at law or in equity for any infringement or other
impairment thereof, including the right to receive all proceeds and damages therefrom.
“Interest Coverage Ratio” as of the date of determination thereof, the ratio of Consolidated EBITDA of the
Borrower for such Measurement Period to Consolidated Interest Expense of the Borrower for such Measurement
Period.
“Interest Payment Date”: (a) as to any Base Rate Loan, the last Business Day of each March, June,
September and December to occur while such Base Rate Loan is outstanding and the final maturity date of such
Base Rate Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that isthree months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.
“Interest Period”: as to any Eurodollar Loan, each period commencing on the last day of the next preceding
Interest Period applicable to such Eurodollar Loan and ending one, three or six (or, if agreed to by all relevant
Lenders, twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agentnot later than 10:00 A.M., New York City time, on the date that is three (3) Business Days prior to the last day of thethen current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:(i)
if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless the result of suchextension would be to carry such Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;(ii)
the Borrower may not select an Interest Period that would extend beyond the
Revolving Maturity Date or an Incremental Term Loan Maturity Date, as applicable; and(iii)
any Interest Period that begins on the last Business Day of a calendar month (oron a day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar month.
“Investment”: any direct or indirect loan, advance (or other extension of credit) or capital contribution to(by means of any transfer of cash or other property or assets to another Person or any other payments for property orservices for the account or use of another Person) another Person, including, without limitation, the following:(1) the purchase or acquisition of any Capital Stock or other evidence of beneficial ownership in another Person; and(2) the purchase, acquisition or Guarantee of the Indebtedness or other liability of another Person.
“Issuing Bank”: JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association and each other
Lender designated by the Borrower as an “Issuing Bank” hereunder that has agreed to such designation (and is14

reasonably acceptable to the Administrative Agent), each in its capacity as the issuer of Documentary Credits
hereunder, and its successors in such capacity as provided in Section 2.4(i). Any Issuing Bank may, in its discretion
and with notice to the Borrower and the Administrative Agent, arrange for one or more Documentary Credits to beissued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate
with respect to Documentary Credits issued by such Affiliate.
“JPMorgan”: the meaning set forth in the preamble to this Agreement.
“Joint Lead Arrangers”: JPMorgan Chase Bank, N.A., HSBC Securities (USA) Inc., BNP Paribas Securities
Corp., Crédit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd., DBS Bank, Ltd., Oversea-Chinese
Banking Corporation Limited, Citibank, N.A., Industrial and Commercial Bank of China Limited, New York Branchand MUFG Bank, Ltd.
“Joint Venture”: with respect to any Person, any partnership, corporation or other entity in which up to andincluding 50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its
Subsidiaries.
“Legal Holiday”: a Saturday, a Sunday or a day on which banking institutions in the City of New York or ata place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a
Legal Holiday.
“Lenders”: the meaning set forth in the preamble to this Agreement.
“Lien”: any lien, security interest, mortgage, charge or similar encumbrance, provided, however, that in no
event shall either (i) any legal or equitable encumbrances deemed to exist by reason of a negative pledge or (ii) an
operating lease or a non-exclusive license be deemed to constitute a Lien.
“Loan”: a loan made by a Lender to the Borrower pursuant to this Agreement.
“Loan Documents”: this Agreement, the Security Documents, the First Lien Intercreditor Agreement andany joinder to such First Lien Intercreditor Agreement, any Incremental Amendment, and, after execution anddelivery thereof pursuant to the terms of this Agreement, each Note, and any amendment, waiver, supplement orother modification to any of the foregoing.
“Loan Parties”: the Borrower and the Guarantors.
“Manassas Property”: all real property vested solely in the Borrower or a Guarantor at the locationcommonly known 9600 Godwin Drive; Manassas, Virginia 20110 together with all real property vested solely in the
Borrower or a Guarantor adjoining, contiguous to, or in vicinity of the Manassas Property.
“Material Adverse Effect”: a material adverse effect on (a) the business, financial condition, results ofoperations or properties of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties,
taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of the
Loan Documents taken as a whole or (d) the material rights and remedies available to, or conferred upon, theLenders, the Administrative Agent and the Collateral Agent under the other Loan Documents, taken as a whole (itbeing understood that any event or condition described in Section 7.1(h) or (i) hereof that would not give rise to a
Default or Event of Default thereunder shall not constitute a Material Adverse Effect under preceding clause (c) or(d)).
“Material Subsidiary”: each Restricted Subsidiary that, as of the last day of the fiscal quarter of the
Borrower most recently ended for which financial statements are available, had total assets (based on book value
after intercompany eliminations) as of the end of such quarter in excess of $200,000,000 or that is designated by the
Borrower as a “Material Subsidiary.”“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction
thereof) or petroleum products, or asbestos, or polychlorinated biphenyls or any other chemicals, substances,materials, wastes, pollutants or contaminants in any form, regulated under any Environmental Law.
15

“Maturity Date”: the Revolving Maturity Date or the Incremental Term Maturity Date.
“Measurement Period”: at any date of determination, the most recently completed four fiscal quarters of the
Borrower for which financial statements have been filed with the SEC.
“Minimum Extension Condition”: the meaning set forth in Section 2.27(b).
“Moody’s”: Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Mortgaged Property”: collectively, the Boise Property and the Manassas Property and the other real
properties of the Borrower or any Guarantor, as to which the Collateral Agent for the benefit of the Secured Parties
is or shall be granted a Lien pursuant to the Mortgages.
“Mortgages”: collectively, each of the mortgages, deeds of trust, deeds to secure debt and security deeds
made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties
referred to therein, as each may be amended, restated, supplemented or otherwise modified from time to time;
provided, however, in the event any Mortgaged Property is located in a jurisdiction which imposes mortgage
recording taxes or similar fees, the applicable Mortgage shall not secure an amount in excess of 100% of the Fair
Market Value of such Mortgaged Property.
“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Non-Excluded Taxes”: the meaning set forth in Section 2.19(a).
“Notes”: the collective reference to any promissory note evidencing Loans.
“NYFRB”: the Federal Reserve Bank of New York.
“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for theimmediately preceding Business Day); provided that if none of such rates are published for any day that is a
Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on suchday received by the Administrative Agent from a federal funds broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement.
“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of theLoans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petitioninterest is allowed in such proceeding) the Loans, DC Exposure and all other obligations and liabilities of the
Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, thisAgreement, any other Loan Document or any other document made, delivered or given in connection herewith ortherewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses(including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.
“Original Revolving Maturity Date”: means July 3, 2023.
“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar
Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes
imposed with respect to an assignment (other than an assignment pursuant to Section 2.26 (Replacement of
Lenders)) as a result of the Administrative Agent, Lender or assignee having a present or former connection with theapplicable taxing jurisdiction (other than any such connection arising solely from the Administrative Agent or such
Lender or assignee having executed, delivered, become a party to, or performed its obligations or received apayment under, or enforced, and/or engaged in any activities contemplated with respect to this Agreement or any
other Loan Document).
16

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds andovernight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rateshall be determined by the NYFRB as set forth on its public website from time to time, and published on the next
succeeding Business Day by the NYFRB as an overnight bank funding rate.
“Pari Passu Lien Indebtedness”: Indebtedness secured by a Lien created or incurred in reliance on Section
6.1 and subject to the terms of a First Lien Intercreditor Agreement.
“Participant”: the meaning set forth in Section 9.6(c).
“Participant Register”: the meaning set forth in Section 9.6(c)(ii).
“Patents”: (i) all letters patent and patent rights of the United States, any other country or any politicalsubdivision thereof, all reissues, reexaminations, and extensions thereof, (ii) all applications for letters patent of theUnited States or any other country and all divisionals, continuations and continuations-in-part thereof, and (iii) all
rights to obtain any reissues or extensions of the foregoing.
“Patent License”: all agreements, whether written or oral, providing for the grant by or to Borrower or any
Guarantor of any right to make, have made, manufacture, use, sell, offer to sell, have sold, import or export any
invention covered in whole or in part by a Patent.
“Patriot Act”: the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001, as
amended.
“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA(or any successor).
“Permitted Liens”:(1)
Liens existing as of the Closing Date or arising thereafter pursuant to related agreements
existing as of the Closing Date (other than Liens securing the Secured Obligations);(2)

Liens securing the Obligations;(3)
Liens on property given to secure all or any part of the payment of or financing of all or
any part of the purchase price thereof, or the cost of development, operation, construction, alteration, repair
or improvement of all or any part thereof; provided that such Liens shall be given (or given pursuant to firm
commitment financing arrangements obtained within such period) within 18 months (or in the case of Liens
securing any Indebtedness supported by an export credit agency, 24 months) after the later of (i) the
acquisition of such property and/or the completion of any such development, operation, construction,
alteration, repair or improvement, whichever is later and (ii) the placing into commercial operation of suchproperty after the acquisition or completion of any such development, operation, construction, alteration,
repair or improvement and shall attach solely to the property acquired, or constructed, altered or repaired
and any improvements then or thereafter placed thereon and the capital stock of any Person formed toacquire such property, and any proceeds thereof, accessions thereto and insurance proceeds thereof;(4)
Liens existing on any property at the time of acquisition of such property or Liens
existing on assets of a Person and its Restricted Subsidiaries prior to the time such Person becomes a
Restricted Subsidiary (or arising thereafter pursuant to contractual commitments entered into prior toacquiring such property) (including acquisition through merger or consolidation) or at the time of suchacquisition (or arising thereafter pursuant to contractual commitments entered into prior to such Person
becoming a Restricted Subsidiary) by the Borrower or any Restricted Subsidiary of the Borrower; provided
that such Liens do not extend to other assets of the Borrower or its other Restricted Subsidiaries;(5)(a) Liens on the Equity Interests of any Person, including any Joint Venture, and its
Restricted Subsidiaries which, when such Liens arise, concurrently becomes a Restricted Subsidiary or
Liens on all or substantially all of the assets of such Person, including any Joint Venture, and its
Subsidiaries arising in connection with the purchase or acquisition thereof or of an interest therein by the
Borrower or a Subsidiary, including, without limitation, any such Liens on the Equity Interests in or the17assets of IM Flash Technologies, LLC or its Subsidiaries to secure obligations of the Borrower or any of its
Subsidiaries with respect to all or a portion of the purchase price for the acquisition of any Equity Interests
in or all or a portion of the assets of IM Flash Technologies, LLC and its Subsidiaries not owned by the
Borrower or its Subsidiaries as of the Closing Date, and (b) Liens on Equity Interests in any Joint Ventureof the Borrower or any of its Subsidiaries, or in any Subsidiary of the Borrower that owns an Equity
Interest in a Joint Venture to secure Indebtedness contributed or advanced solely to that Joint Venture;provided that, in the case of each of the preceding clauses (a) and (b), such Liens do not extend to otherassets of the Borrower or its other Restricted Subsidiaries;(6)
Liens securing Indebtedness of up to 5.0% of Consolidated Net Tangible Assets to any
strategic partner of the Borrower and/or one or more of its Restricted Subsidiaries incurred in connection
with joint technology efforts between such partner and the Borrower and/or one or more of its Subsidiaries
and/or the financing of manufacturing of products;(7)

Liens in favor of the Borrower or a Restricted Subsidiary of the Borrower;(8)
Liens imposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and othersimilar Liens arising in the ordinary course of business, Liens in connection with legal proceedings andLiens arising solely by virtue of any statutory, common law or contractual provision relating to banker’s
Liens, rights of set-off or similar rights and remedies as to securities accounts, deposit accounts or otherfunds maintained with a creditor depository institution;(9)
Liens for taxes, assessments or other governmental charges not yet overdue for a periodof more than 30 days or subject to penalties for non-payment or which are being contested in good faith byappropriate proceedings and for which adequate reserves with respect thereto are maintained on the booksof the Borrower or the affected Restricted Subsidiary, as the case may be, in accordance with GAAP;(10)Liens to secure the performance of bids, trade or commercial contracts, government
contracts, purchase, construction, sales and servicing contracts (including utility contracts), leases, statutory
obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a likenature, in each case in the ordinary course of business, deposits as security for contested taxes, import orcustoms duties, liabilities to insurance carriers or for the payment of rent, and Liens to secure letters ofcredit, Guarantees, bonds or other sureties given in connection with the foregoing obligations or inconnection with workers’ compensation, unemployment insurance or other types of social security orsimilar laws and regulations;(11)
Liens in favor of any customer arising in respect of and not exceeding the amount of
performance deposits and partial, progress, advance or other payments by the customer for goods produced
or services rendered (or to be produced or rendered) to that customer and consignment arrangements(whether as consignor or consignee) or similar arrangements for the sale or purchase of goods;(12)
Liens upon specific items of inventory or other goods, documents of title and proceeds of
any Person securing such Person’s obligation in respect of letters of credit or banker’s acceptances issued or
created in the ordinary course of business for the account of such Person to facilitate the purchase,
shipment, or storage of such inventory or other goods;(13)
Liens and deposits securing netting services, business credit card programs, overdraft
protection and other treasury, depository and cash management services or incurred in connection with any
automated clearing-house transfers of funds or other fund transfer or payment processing services;(14)
Liens on, and consisting of, deposits made by the Borrower to discharge or defease anyother Indebtedness;(15)
Liens on insurance policies and the proceeds thereof (i) incurred in connection with thefinancing of insurance premiums or (ii) with respect to any Subsidiary that is not a Restricted Subsidiary to
the extent of such Subsidiary’s interest as an insured under such policies;

18

(16)
Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods and Liens deemed to exist inconnection with Investments in repurchase agreements;(17)
Liens securing Indebtedness or other obligations in an aggregate amount, together withall other Indebtedness and other obligations secured by Liens pursuant to this clause (17), not to exceed$100,000,000 at any one time outstanding; or(18)
any extension, renewal, substitution or replacement (or successive extensions, renewals,
substitutions or replacements), in whole or in part, of any Lien referred to in this clause (18) or thepreceding clauses (1) through (17), or any Liens that secure an extension, renewal, replacement,
refinancing or refunding (including any successive extensions, renewals, replacements, refinancings or
refundings) of any Indebtedness within 12 months of the maturity, retirement or other repayment or
prepayment of the Indebtedness (including any such repayment pursuant to amortization obligations withrespect to such Indebtedness) being extended, renewed, substituted, replaced, refinanced or refunded,
which Indebtedness is or was secured by a Lien referred to in this clause (18) or the preceding clauses (1)through (17).
For the avoidance of doubt, the inclusion of specific Liens in the definition of Permitted Liens shall not create any
implication that the obligations secured by such Liens constitute Indebtedness. Terms used in the foregoing
definition of Permitted Liens that are defined in the UCC, including the terms accounts, consignee, consignment,
consignor, deposit accounts, goods, inventory, securities accounts, security interest and proceeds shall have themeanings set forth in the UCC.
“Person”: any individual, corporation, partnership, joint venture, association, joint stock company, trust,unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity ofwhatever nature.
“Plan”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which
the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Plan Asset Regulations”: 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as
amended from time to time.
“Platform”: the meaning set forth in Section 9.2(b).
“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or,if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative
Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Eachchange in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted
as being effective.
“Principal Property”: with respect to any Person, all of such Person’s interests in any kind of property orasset (including the capital stock in and other securities of any other Person), except such as the Board of Directors
by resolution determines in good faith (taking into account, among other things, the materiality of such property to
the business, financial condition and earnings of the Borrower and its Consolidated Subsidiaries taken as a whole)
not to be material to the business of the Borrower and its Consolidated Subsidiaries, taken as a whole.
“Priority Debt”: (i) Indebtedness of the Borrower or any Restricted Subsidiary (including Guarantees by the
Borrower or any Restricted Subsidiary of Indebtedness) that is secured by Liens on Principal Property or Collateralof the Borrower or any Restricted Subsidiary and that is not otherwise permitted pursuant to Section 6.1(a) or
Section 6.1(d) and (ii) any Indebtedness of Restricted Subsidiaries that are not Guarantors that is not included inclause (i) of this definition, and that is not otherwise permitted pursuant to Section 6.1(b) or Section 6.1(d).
“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption
may be amended from time to time.
19

“Public Lender”: the meaning set forth in Section 9.15.
“Qualified Acquisition”: any acquisition (directly or through the acquisition of equity interests) of all or
substantially all or any significant portion of the assets of a Person, an operating unit, division or line of business, orother bulk purchase transaction not prohibited under this Agreement so long as (i) the consideration, which shall becash consideration and/or other non-equity consideration (including any assumed liabilities), equals or exceeds$400,000,000 and (ii) that the Borrower notifies the Administrative Agent in writing at least five Business Days (orsuch shorter period as may be reasonably acceptable to the Administrative Agent) prior to the consummation of suchacquisition that such acquisition shall be a “Qualified Acquisition” for purposes of this Agreement along with acertificate signed by a Responsible Officer of the Borrower setting forth a calculation of (x) the Total Leverage Ratio
immediately prior to such Qualified Acquisition and (y) the Total Leverage Ratio after giving pro forma effect tosuch Qualified Acquisition; provided that if the Borrower publicly announces such Acquisition later than fiveBusiness Days prior to consummation of the Acquisition, the Borrower shall deliver such notice (and certificate, if
applicable) on the date of announcement.
“Rating Agencies”: each of Moody’s and S&P and if a Corporate Rating of the Borrower is in effect from
Fitch, Fitch.
“Register”: the meaning set forth in Section 9.6(b)(iv).
“Regulation U”: Regulation U of the Board of Governors as in effect from time to time.
“Related Persons”: with respect to any Indemnitee, any Affiliate of such Indemnitee and any officer,
director, employee, representative or agent of such Indemnitee or Affiliate thereof, in each case that has provided
any services in connection with the transactions contemplated under this Agreement and the other Loan Documents.
“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as towhich the thirty (30) day notice period is waived under any regulation promulgated by the PBGC.
“Required Lenders”: at any time, Lenders holding more than 50% of the sum of (a) the aggregate unpaid
principal amount of any Incremental Term Loans then outstanding and (b) the total Revolving Commitments then in
effect or, if the Revolving Commitments have been terminated, the aggregate Revolving Credit Exposure thenoutstanding; provided that whenever there are one or more Defaulting Lenders, the portion of the Loans, Revolving
Commitments and Revolving Credit Exposure held or deemed held by each Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.
“Required Revolving Lenders”: at any time, Lenders holding more than 50% of the total Revolving
Commitments then in effect or, if the Revolving Commitments have been terminated, the aggregate Revolving
Credit Exposure then outstanding; provided that whenever there are one or more Defaulting Lenders, the Revolving
Commitments and Revolving Credit Exposure held or deemed held by each Defaulting Lender shall be excluded for
purposes of making a determination of Required Revolving Lenders.
“Requirement of Law”: as to any Person, the certificate of incorporation and by laws or otherorganizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of anarbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or anyof its property or to which such Person or any of its property is subject.
“Responsible Officer”: the chief executive officer, any president, any vice president, the chief financial
officer, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Borrower.
“Restricted Subsidiary”: each Subsidiary of the Borrower, (i) at least 80% of the Voting Stock of which isowned by the Borrower or one or more Subsidiaries of which at least 80% of the Voting Stock is owned directly or
indirectly by the Borrower and (ii) is not an Unrestricted Subsidiary, provided that, for purposes of clause (i), any
Voting Stock owned by a Subsidiary of the Borrower that is not a Restricted Subsidiary based on the foregoingclause shall be excluded.
“Restricted Subsidiary Debt”: the meaning set forth in Section 6.1(b).
20“Revolving Commitments”: with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Documentary Credits hereunder, expressed as an amountrepresenting the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as suchcommitment may be (a) reduced from time to time pursuant to Section 2.7 and (b) reduced or increased from time totime pursuant to assignments by or to such Lender pursuant to Section 9.4. The initial amount of each Lender’s
Revolving Commitment is set forth on Schedule 1.1, or in the Assignment and Assumption or other documentation
or record (as such "term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided
in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment, asapplicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $2,000,000,000.
“Revolving Credit Exposure”: with respect to any Lender at any time, the sum of the outstanding principal
amount of such Lender’s Revolving Loans and its DC Exposure at such time.
“Revolving Extensions of Credit”: as to any Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Revolving Loans made by such Lender then outstanding, and (b) such Lender’s
Revolving Loan Percentage of the DC Obligations then outstanding.
“Revolving Facility”: the Revolving Commitments and the extensions of credit made thereunder.
“Revolving Loan”: a Loan made pursuant to Section 2.3.
“Revolving Loan Percentage”: as to any Lender at any time, the percentage of which such Lender’s
Revolving Commitment represents of the aggregate Revolving Commitments or, if the Revolving Commitments
have been terminated, the percentage held by such Lender of the aggregate principal amount of all Revolving Loans
and DC Obligations (via risk participation) then outstanding.
“Revolving Maturity Date”: the earlier to occur of (a) the Stated Maturity and (b) the acceleration of the
Revolving Loans and termination of the Revolving Commitments. In the event that one or more Extensions are
effected in accordance with Section 2.27, then the Revolving Maturity Date of the Revolving Loans shall be
determined based on the respective Stated Maturity applicable thereto (except in cases where clause (b) of thepreceding sentence is applicable).
“S&P”: Standard & Poor’s Ratings Services, and any successor to its rating agency business.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or targetof any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, Libya, North Korea and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated
Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
Department of State, by the United Nations Security Council, the European Union, any European Union member
state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating,organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b).
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered orenforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security
Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental
Authority.
“Secured Covenants Period”: the meaning assigned to such term in Section 9.14.
“Secured Covenant Reinstatement Event”: any day following a Guarantee and Collateral Suspension Dateon which (i) the Borrower’s Corporate Rating shall be equal to or less than either (x) Ba3 from Moody’s or (y) BBfrom S&P (or, if the Borrower also maintains a Fitch Corporate Rating, then the Borrower’s Corporate Rating for
two of the three rating agencies is equal to or less than (x) Ba3 from Moody’s, (y) BB- from S&P and (z) BB- from21

Fitch) or (ii) the Borrower notifies the Administrative Agent in writing that it has elected to terminate a Guarantee
and Collateral Suspension Period.
“Secured Obligations”: means any principal, interest, premium (if any), fees, indemnifications,reimbursements, expenses, damages and other liabilities payable under (i) the Security Documents and (ii) any othersecurity agreement with respect to any other series of First Lien Debt, in each case, including, without limitation, alloutstanding Obligations, and such obligations in respect of any other series of First Lien Debt issued or outstanding
after the date of this Agreement.
“Secured Parties”: (a) the Administrative Agent, (b) the Collateral Agent, (c) the Lenders and (d) any other
Person to whom a Secured Obligation is owned by a Loan Party pursuant to the terms of the Loan Documents.
“Securities Act”: the Securities Act of 1933, as amended, or any successor statute or statutes thereto.
“Security Documents”: the Guarantee and Collateral Agreement, the Mortgages, and all security
agreements, mortgages, deeds of trust or other grants for security executed and delivered by the Borrower or any
other Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Agent, for the
benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part,from time to time, in accordance with its terms.
“Significant Subsidiary”: any Subsidiary that is a “significant subsidiary” of the Borrower as defined underclauses (1) or (2) of Rule 1-02(w) of Regulation S-X under the Exchange Act; provided that references to “10percent” in clauses (1) and (2) of such definition shall be replaced with “20 percent”.
“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer
Plan.
“Solvent”: when used with respect to any Person and its Subsidiaries, means that, as of any date ofdetermination, (a) the amount of the “present fair saleable value” of the assets of such Person and its Subsidiaries on
a consolidated basis will, as of such date, exceed the amount of all “liabilities of such Person and its Subsidiaries on
a consolidated basis, contingent or otherwise”, as of such date, as such quoted terms are determined in accordancewith applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fairsaleable value of the assets of such Person and its Subsidiaries will, as of such date, be greater than the amount thatwill be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts
as such debts become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis will not
have, as of such date, an unreasonably small amount of capital with which to conduct their business, and (d) such
Person and its Subsidiaries will be able to pay their debts as they mature. For purposes of this definition, (i) “debt”
means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to aright to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,matured or unmatured, disputed, undisputed, secured or unsecured.
“Stated Maturity”: the Original Revolving Maturity Date; provided that, with respect to any Extended
Revolving Commitments, the Stated Maturity with respect thereto shall instead be the final maturity date as
specified in the applicable Extension Offer accepted by the respective Lender.
“Subsidiary”: with respect to any specified Person:(1)
any corporation, association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency andafter giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting
power) to vote in the election of directors, managers or trustees of the corporation, association or otherbusiness entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and(2)any partnership (a) the sole general partner or the managing general partner of which issuch Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one
or more Subsidiaries of that Person (or any combination thereof).
22

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees,
withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.
“Term Loan Credit Agreement”: the Credit Agreement, dated as of April 26, 2016 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time), by and among Micron Technology,
Inc., as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent andcollateral agent and the other parties thereto.
“Term Loan Agent”: Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
under the Term Loan Credit Agreement.
“Title Insurance Company”: First American Title Insurance Company, or such other title insurancecompany as shall be reasonably acceptable to the Administrative Agent.
“Total Leverage Ratio”: as of the of the date of determination thereof, the ratio of Indebtedness of the
Borrower and its Consolidated Subsidiaries as of such date to Consolidated EBITDA of the Borrower for such
Measurement Period.
“Total Revolving Credit Exposure” means, the sum of the outstanding principal amount of all Lenders’
Revolving Loans and their DC Exposure at such time.
“Trademarks”: (i) all trademarks, service marks, trade names, corporate names, company names, businessnames, fictitious business names, trade styles, service marks, logos, domain names, and other source or business
identifiers, and all goodwill associated therewith, all registrations and recordings thereof, and all applications inconnection therewith (other than “intent to use” applications included in Excluded Property (as defined in the
Guarantee and Collateral Agreement), whether in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any state thereof or any other country or any political subdivision thereof, orotherwise, and all common-law rights related thereto, and (ii) the right to obtain all renewals thereof.
“Trademark License”: any agreement, whether written or oral, providing for the grant by or to Borrower or
any Guarantor of any right to use any Trademark.
“tranche”: the meaning set forth in Section 2.27(a).
“Transferee”: any Assignee or Participant.
“Type”: when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such
Loan, or on the Loans comprising such Borrowing, is determined by reference to the Base Rate or the Eurodollar
Rate.
“UCC”: the Uniform Commercial Code as in effect from time to time in the State of New York.
“United States”: the United States of America.
“Unrestricted Subsidiary”: (1) any Subsidiary of the Borrower designated by the Borrower as an
Unrestricted Subsidiary pursuant to Section 5.9 subsequent to the Closing Date, until such Person ceases to be an
Unrestricted Subsidiary of the Borrower in accordance with Section 5.9 and (2) any Subsidiary of an Unrestricted
Subsidiary.
“Unsecured Covenants Period”: meaning assigned to such term in Section 9.14.
“Unused Revolving Commitment”: with respect to any Lender at any time, an amount equal to the excess,if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions ofCredit then outstanding.

23

“Voting Stock”: all classes of capital stock or other interests (including partnership interests) of a Personthen outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the electionof directors, managers or trustees thereof.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the writedown and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for
the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule.
1.2.

Other Definitional Provisions.

(a)Unless otherwise specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant
hereto or thereto.
(b)
As used herein and in the other Loan Documents, and any certificate or other document made ordelivered pursuant hereto or thereto, (i) the words “include”, “includes” and “including” shall be deemed to befollowed by the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue,
assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall havecorrelative meanings) and (iii) the words “asset” and “property” shall be construed to have the same meaning andeffect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock,securities, revenues, accounts, leasehold interests and contract rights.
(c)
The words “hereof”, “herein” and “hereunder” and words of similar import, when used in thisAgreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, andSection, Schedule and Exhibit references are to this Agreement unless otherwise specified.
(d)
The meanings given to terms defined herein shall be equally applicable to both the singular andplural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. References to agreements or other Contractual Obligations shall, unlessotherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented,
restated or otherwise modified from time to time to the extent permitted herein.
Except as otherwise provided herein, all terms of an accounting or financial nature shall be construed inaccordance with GAAP.
1.3.
Delivery of Notices. Any reference to a delivery or notice date that is not a Business Day shall bedeemed to mean the next succeeding day that is a Business Day.
SECTION 2
The Credits
2.1.
Revolving Commitments. Subject to the terms and conditions hereof, each Lender agrees tomake Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate amount thatwill not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.8) in (a)such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the
Total Revolving Credit Exposure exceeding the total Revolving Commitments. Within the foregoing limits andsubject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving
Loans. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15.
2.2.
Revolving Loans and Borrowing. (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Revolving Loan
Percentages. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve anyother Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several andno Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b) Subject to Section 2.11, each Revolving Borrowing shall be comprised entirely of Base Rate Loans orEurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any
24Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan bydesignating such branch or Affiliate as its lending office; provided that any exercise of such option shall not affectthe obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
At the time that each Base Rate Revolving Borrowing is made, such Borrowing shall be in an aggregate amount thatis an integral multiple of $1,000,000 and not less than $3,000,000; provided that a Base Rate Revolving Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or thatis required to finance the reimbursement of an DC Disbursement as contemplated by Section 2.6(e). Borrowings ofmore than one Type and Class may be outstanding at the same time; provided that there shall not at any time be
more than a total of ten Eurodollar Revolving Borrowings outstanding.
(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or
to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.
2.3.
Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify
the Administrative Agent of such request by submitting a Borrowing Request (a) in the case of a Eurodollar
Borrowing, not later than 1:00 p.m. New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of a Base Rate Borrowing, not later than 12:00 p.m. New York City time, on the date of
the proposed Borrowing (which shall be a Business Day). Each such Borrowing Request shall be irrevocable andshall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following
information in compliance with Section 2.2:(i) the aggregate amount of the requested Borrowing;(ii) the Borrowing Date;(iii) whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto,which shall be a period contemplated by the definition of the term “Interest Period”; and(v) the location and number of the Borrower’s account to which funds are to be disbursed, whichshall comply with the requirements of Section 2.5.
If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be a
Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shalladvise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of therequested Borrowing.
2.4.
Documentary Credits. (a) General. Subject to the terms and conditions set forth herein, theBorrower may request the issuance of Documentary Credits as the applicant thereof for the support of its or its
Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Availability Period. In the event of any inconsistency between the terms andconditions of this Agreement and the terms and conditions of any Documentary Credit Agreement, the terms andconditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shallhave no obligation hereunder to issue, and shall not issue, any Documentary Credit the proceeds of which would bemade available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any
Sanctioned Country, (ii) in any manner that would result in a violation of any Sanctions by any party to thisAgreement or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank
applicable to letters of credit or bank guarantees generally.
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a
Documentary Credit (or the amendment, renewal or extension of an outstanding Documentary Credit), the Borrower
shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been25

approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of therequested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a
notice requesting the issuance of a Documentary Credit, or identifying the Documentary Credit to be amended,renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be aBusiness Day), the date on which such Documentary Credit is to expire (which shall comply with paragraph (c) of
this Section), the amount of such Documentary Credit, the name and address of the beneficiary thereof and suchother information as shall be necessary to prepare, amend, renew or extend such Documentary Credit. In addition,
as a condition to any such Documentary Credit issuance, the Borrower shall have entered into a continuing
agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter ofcredit application, in each case, as required by the Issuing Bank and using such bank’s standard form (each, a“Documentary Credit Agreement”). A Documentary Credit shall be issued, amended, renewed or extended only if(and upon issuance, amendment, renewal or extension of each Documentary Credit the Borrower shall be deemed torepresent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the DC
Exposure shall not exceed $200,000,000, (ii) the sum of the total Revolving Credit Exposures shall not exceed thetotal Revolving Commitments, (iii) following an Extension Offer and acceptance of such Extension Office, the DC
Exposure in respect of all Documentary Credits having an expiration date after the fifth Business Day prior to the
Revolving Maturity Date shall not exceed the total Revolving Commitments outstanding after such extension and(iv) the applicable Issuing Bank has consented, in its sole discretion, to issue such Documentary Credit.
(c) Expiration Date. Each Documentary Credit shall expire (or be subject to termination by notice fromthe Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Documentary Credit (or, in the case of any renewal or extension thereof, one
year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity
Date.
(d) Participations. By the issuance of a Documentary Credit (or an amendment to a Documentary Credit
increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, theIssuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the IssuingBank, a participation in such Documentary Credit equal to such Revolving Lender’s Revolving Loan Percentage ofthe aggregate amount available to be drawn under such Documentary Credit. In consideration and in furtherance ofthe foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for theaccount of the Issuing Bank, such Revolving Lender’s Revolving Loan Percentage of each DC Disbursement madeby the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of thisSection, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect ofDocumentary Credits is absolute and unconditional and shall not be affected by any circumstance whatsoever,including any amendment, renewal or extension of any Documentary Credit or the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.
(e) Reimbursement. If the Issuing Bank shall make any DC Disbursement in respect of a Documentary
Credit, the Borrower shall reimburse such DC Disbursement by paying to the Administrative Agent an amount equal
to such DC Disbursement not later than 12:00 noon, New York City time, on the date that is two Business Days after
such DC Disbursement is made, if the Borrower shall have received notice of such DC Disbursement prior to 10:00
a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such timeon such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the
day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt;
provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with
Section 2.3 or 2.5 that such payment be financed with a Base Rate Revolving Borrowing in an equivalent amountand, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by
the resulting Base Rate Revolving Borrowing Loan. If the Borrower fails to make such payment when due, theAdministrative Agent shall notify each Revolving Lender of the applicable DC Disbursement, the payment then due
from the Borrower in respect thereof and such Lender’s Revolving Loan Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its Revolving Loan Percentage of thepayment then due from the Borrower, in the same manner as provided in Section 2.5 with respect to Revolving
Loans made by such Lender (and Section 2.5 shall apply, mutatis mutandis, to the payment obligations of the
Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received
by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from theBorrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or,26

to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a
Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any DC Disbursement (other than thefunding of Base Rate Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such DC Disbursement.
(f) Obligations Absolute. The Borrower’s obligation to reimburse DC Disbursements as provided inparagraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly inaccordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Documentary Credit, any Documentary Credit Agreement or thisAgreement, or any term or provision therein, (ii) any draft or other document presented under a Documentary Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Documentary Credit against presentation of a draft or otherdocument that does not comply with the terms of such Documentary Credit, or (iv) any other event or circumstancewhatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Documentary Credit or
any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in thepreceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Documentary Credit (including any document required tomake a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes
beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the IssuingBank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent
permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise carewhen determining whether drafts and other documents presented under a Documentary Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the partof the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed tohave exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Documentary Credit, the Issuing Bank may, in its sole discretion, either accept andmake payment upon such documents without responsibility for further investigation, regardless of any notice orinformation to the contrary, or refuse to accept and make payment upon such documents if such documents are notin strict compliance with the terms of such Documentary Credit.
(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all
documents purporting to represent a demand for payment under a Documentary Credit. The Issuing Bank shallpromptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic mail)of such demand for payment and whether the Issuing Bank has made or will make an DC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation toreimburse the Issuing Bank and the Lenders with respect to any such DC Disbursement.
(h) Interim Interest. If the Issuing Bank shall make any DC Disbursement, then, unless the Borrower shall
reimburse such DC Disbursement in full on the date such DC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such DC Disbursement is made to but excluding the datethat the reimbursement is due and payable at the rate per annum then applicable to Base Rate Revolving Loans andsuch interest shall be due and payable on the date when such reimbursement is payable; provided that, if the
Borrower fails to reimburse such DC Disbursement when due pursuant to paragraph (e) of this Section, thenSection 2.9(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of thisSection to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.
(i) Replacement of the Issuing Bank. (i) An Issuing Bank may be replaced at any time by writtenagreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor IssuingBank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time
any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of thereplaced Issuing Bank pursuant to Section 2.22(c). From and after the effective date of any such replacement,(x) the successor Issuing Bank shall have all the rights and obligations of Issuing Banks under this Agreement with27

respect to Documentary Credits to be issued thereafter and (y) references herein to the term “Issuing Bank” shall bedeemed to refer to such successor or to any previous Issuing Banks, or to such successor and all previous IssuingBanks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under thisAgreement with respect to Documentary Credits issued by it prior to such replacement, but shall not be required toissue additional Documentary Credits.
(ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as
an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and theLenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.6(i) above.
(j) Cash Collateralization. During a Secured Covenants Period, if any Event of Default shall occur and becontinuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required
Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with DC Exposure
representing greater than 50% of the total DC Exposure) demanding the deposit of cash collateral pursuant to thisparagraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the DC Exposure asof such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateralshall become effective immediately, and such deposit shall become immediately due and payable, without demandor other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in
Section 7.1(f) or (g). Such deposit shall be held by the Administrative Agent as collateral for the payment andperformance of the obligations of the Borrower under this Agreement. The Administrative Agent shall haveexclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be made at the option and sole discretionof the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by
the Administrative Agent to reimburse the Issuing Bank for DC Disbursements for which it has not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower
for the DC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with DC Exposure representing greater than 50% of the total DC Exposure), be applied tosatisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of
the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured or waived.
(k) Documentary Credits Issued for Account of Restricted Subsidiaries. Notwithstanding that a
Documentary Credit issued or outstanding hereunder supports any obligations of, or is for the account of, aSubsidiary of the Borrower, or states that a Subsidiary of the Borrower is the “account party,” “applicant,”“customer,” “instructing party,” or the like of or for such Documentary Credit, and without derogating from any
rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such
Subsidiary in respect of such Documentary Credit, the Borrower (i) shall reimburse, indemnify and compensate theapplicable Issuing Bank hereunder for such Documentary Credit (including to reimburse any and all drawings
thereunder) as if such Documentary Credit had been issued solely for the account of the Borrower and (ii)irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or allof the obligations of such Subsidiary in respect of such Documentary Credit. The Borrower hereby acknowledges
that the issuance of such Documentary Credits for its Subsidiaries inures to the benefit of the Borrower, and that the
Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
2.5.

Funding of Borrowings.

(a)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof bywire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will
make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained at a financial institution reasonably acceptable to the Administrative Agent anddesignated by the Borrower in the applicable Borrowing Request; provided that Base Rate Revolving Loans made tofinance the reimbursement of an DC Disbursement as provided in Section 2.4(e) shall be remitted by the
Administrative Agent to the relevant Issuing Bank.
(b)
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s28

Revolving Loan Percentage of such Borrowing, the Administrative Agent may assume that such Lender has madesuch Revolving Loan Percentage of such Borrowing available on such date in accordance with paragraph (a) of thisSection and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its Revolving Loan Percentage of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including thedate such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, theinterest rate applicable to Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then suchamount shall constitute such Lender’s Revolving Loan included in such Borrowing.
2.6.

RESERVED.

2.7.

Termination and Reduction of Revolving Commitments.

(a)Maturity Date.

Unless previously terminated, the Revolving Commitments shall terminate on the Revolving(b)
The Borrower may at any time terminate, or from time to time reduce, the Revolving
Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an
integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordancewith Section 2.13, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c)
The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective dateof such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt
of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities
or another contingency, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of
the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be maderatably among the Lenders in accordance with their respective Revolving Commitments.
2.8.

Repayment of Loans; Evidence of Debt.

(a)
The Borrower hereby unconditionally promises to pay the Administrative Agent for the account ofeach Lender the then unpaid principal amount of each Loan on the applicable Maturity Date.
(b)
Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender from time to time under thisAgreement.
(c)
The Administrative Agent shall, in respect of this Agreement, record in the Register, with separate
sub-accounts for each Lender, (i) the amount and Borrowing Date of each Loan made hereunder, (ii) the amount ofany principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunderand (iii) both the amount of any payment received by the Administrative Agent hereunder from the Borrower andeach Lender’s share thereof.
(d)
The entries made in the Register and the accounts of each Lender maintained pursuant to
Sections 2.8(b) and (c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence andamounts of the obligations of the Borrower therein recorded absent manifest error; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein,
shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender in accordance with the terms of this Agreement.
29

(e)If so requested after the Closing Date by any Lender by written notice to the Borrower (with acopy to the Administrative Agent), the Borrower will execute and deliver to such Lender, promptly after the
Borrower’s receipt of such notice, a Note to evidence such Lender’s Loans in form and substance reasonably
satisfactory to the Administrative Agent and the Borrower.
2.9.

Interest Rates and Payment Dates.

(a)Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such Interest Period plus the Applicable
Margin.
(b)
Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate from time totime plus the Applicable Margin.
(c)
Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of
Default under Section 7.1(a) or (b), at any time after the date on which any principal amount of any Loan is due andpayable (whether on the maturity date therefor, upon acceleration or otherwise), or after any other monetary
Obligation of the Borrower or any other Loan Party shall have become due and payable, and, in each case, for solong as such overdue Obligation remains unpaid, the Borrower shall pay, but only to the extent permitted by law,interest (after as well as before judgment) on such unpaid overdue amounts at a rate per annum equal to (i) in thecase of overdue principal on any Loan, the rate of interest that otherwise would be applicable to such Loan plus 2%
per annum and (ii) in the case of overdue interest, fees, and other monetary Obligations, the rate then applicable toBase Rate Loans plus 2% per annum.
(d)Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing
pursuant to paragraph (c) of this Section shall be payable from time to time on demand.
(e)
The provisions of this Section 2.9 (and the interest rates applicable to various extensions of credit
hereunder) shall be subject to modification as expressly provided in Section 2.27 hereof.
2.10.

Computation of Interest and Fees.

(a)Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for theactual days elapsed, except that, with respect to Base Rate Loans, when the Base Rate is based on the Prime Rate theinterest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of eachdetermination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base
Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower
and the Lenders of the effective date and the amount of each such change in interest rate.
(b)
Each determination of an interest rate by the Administrative Agent pursuant to any provision ofthis Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.
The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing thequotations used by the Administrative Agent in determining any interest rate hereunder.
2.11.

Inability to Determine Interest Rate.

(a)

If prior to the first day of any Interest Period:(i)the Administrative Agent shall have reasonably determined (which determination shall beconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or(ii)
the Administrative Agent shall have received notice from the Required Lenders that theEurodollar Rate determined or to be determined for such Interest Period in good faith by such Required
Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such
Lenders) of making or maintaining their affected Loans during such Interest Period,
30

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders
as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans hereunder requested to be madeon the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans hereunder that were to havebeen converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loansand (z) any outstanding Eurodollar Loans hereunder shall be converted, on the last day of the then-current Interest
Period, to Base Rate Loans;provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such
Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the
Administrative Agent and the Borrower. Until such notice has been withdrawn by the Administrative Agent, nofurther Eurodollar Loans hereunder shall be made or continued as such, nor shall the Borrower have the right toconvert Loans hereunder to Eurodollar Loans.
(b)
If at any time the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances areunlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the
supervisor for the administrator of the LIBOR has made a public statement that the administrator of the LIBOR is
insolvent (and there is no successor administrator that will continue publication of the LIBOR), (x) the administratorof the LIBOR has made a public statement identifying a specific date after which the LIBOR will permanently orindefinitely cease to be published by it (and there is no successor administrator that will continue publication of the
LIBOR), (y) the supervisor for the administrator of the LIBOR has made a public statement identifying a specificdate after which the LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for theadministrator of the LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has
made a public statement identifying a specific date after which the LIBOR may no longer be used for determining
interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rateof interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for
determining a rate of interest for syndicated loans in the United States at such time, and shall enter into anamendment to this Agreement to reflect such alternate rate of interest and such other related changes to thisAgreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reductionof the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero,such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contraryin Section 9.1, such amendment shall become effective without any further action or consent of any other party tothis Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date
notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders ofeach Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be
determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of thefirst sentence of this Section 2.11(b), only to the extent the LIBOR for such Interest Period is not available or
published at such time on a current basis), (x) any requests to convert of any Borrowing to, or continuation of any
Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar
Borrowing, such Borrowing shall be made as a Base Rate Borrowing.
2.12.

RESERVED.

2.13.

Prepayment of Loans.

(a)Subject to the provisos below, the Borrower may at any time and from time to time prepay the
Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice, which shall be insubstantially the firm attached hereto as Exhibit H, delivered to the Administrative Agent prior to 10:00 A.M., NewYork City time on the same Business Day, which notice shall specify the date and amount of prepayment andwhether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on
any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.20. Upon receipt of any such notice of prepayment, the Administrative Agent shallnotify each relevant Lender thereof on the date of receipt of such notice. If any such notice is given, the amountspecified in such notice shall be due and payable on the date specified therein, together with (except in the case of
prepayments of Loans maintained as Base Rate Loans) accrued interest to such date on the amount prepaid. Partial
prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, if less, the then outstanding principal amount of Loans). The application of any prepayment pursuant tothis Section 2.13(a) shall be made, first, to Base Rate Loans of the respective Revolving Lenders (and of therespective tranche, if there are multiple tranches) and, second, to Eurodollar Loans of the respective Revolving
31

Lenders (and of the respective tranche, if there are multiple tranches). A notice of prepayment of all outstanding
Revolving Loans pursuant to this Section 2.13(a) may state that such notice is conditioned upon the effectiveness ofother credit facilities, securities offerings or other transactions, the proceeds of which will be used to refinance infull this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied.
2.14.

RESERVED.

2.15.

Conversion and Continuation Options.

(a)
The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans bygiving the Administrative Agent prior irrevocable notice, in substantially the form attached hereto as Exhibit G, ofsuch election no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of anInterest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans toEurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00
Noon, New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice
shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted
into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or
the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt ofany such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.
(b)
Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest
Period with respect thereto by the Borrower giving irrevocable notice no later than 12:00 Noon, New York City
time, on the third (3rd) Business Day preceding the proposed continuation date to the Administrative Agent, in
substantially the form attached hereto as Exhibit G, in accordance with the applicable provisions of the term
“Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans,provided that no Eurodollar Loan may be continued as such when any Event of Default has occurred and iscontinuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion
not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such
Eurodollar Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest
Period. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lenderthereof.
2.16.
Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement,
all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be insuch amounts and be made pursuant to such elections so that no more than ten different Interest Periods for any
Class of Loans be outstanding at any one time (unless a greater number of Interest Periods is permitted by the
Administrative Agent).
2.17.

Pro Rata Treatment, etc.

(a)
Except as otherwise provided herein (including Section 2.27), each borrowing by the Borrower
from the Revolving Lenders hereunder shall be made pro rata according to their Revolving Loan Percentages.
(b)
Except as otherwise provided herein (including Section 2.27), each payment (including each
prepayment) by the Borrower on account of principal or interest on each Class of Loans shall be made pro rata
according to the respective outstanding principal amounts of such Class of Loans then held by the applicable
Lenders.
(c)
All payments by the Borrower hereunder and under the Notes shall be made in Dollars in
immediately available funds without setoff or counterclaim at the Funding Office of the Administrative Agent by
2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment
hereunder would become due and payable on a day other than a Business Day such payment shall become due andpayable on the next succeeding Business Day and, with respect to payments of principal, interest thereon shall bepayable at the then applicable rate during such extension. Interest in respect of any Loan hereunder shall accrue
from and including the date of such Loan to but excluding the date on which such Loan is paid in full.
32

(d)

RESERVED.

(e)
Unless the Administrative Agent shall have been notified in writing by the Borrower prior to thedate of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to
the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and theAdministrative Agent may, but shall not be required to, in reliance upon such assumption, make available to theLenders their respective pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agentshall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal
Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lenderagainst the Borrower.
(f)
Notwithstanding anything to the contrary contained in this Section 2.17 or elsewhere in thisAgreement, the Borrower may extend the final maturity of Loans in connection with an Extension that is permitted
under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the Lenders.
Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension(including modifying pricing and repayments or prepayments), and in each case such actions shall be permitted, andthe differing payments contemplated therein shall be permitted without giving rise to any violation of thisSection 2.17 or any other provision of this Agreement.
2.18.

Requirements of Law.

(a)
If the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender or Issuing Bank with any request or directive (whether or not having the forceof law) from any central bank or other Governmental Authority, in each case, made subsequent to the Closing Date(including, but not limited to, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and, in eachcase, all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests,
rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the BaselCommittee on Banking Supervision (or any successor or similar authority) or the United States or foreign
Governmental Authorities, in each case pursuant to Basel III):(i)shall subject the Administrative Agent, any Lender or Issuing Bank to any Tax of any
kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it (except for NonExcluded Taxes or Other Taxes covered by Section 2.19 and any Excluded Taxes);(ii)
shall impose, modify or hold applicable any reserve, special deposit, compulsory loan orsimilar requirement against assets held by, deposits or other liabilities in or for the account of, advances,loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender or
Issuing Bank that is not otherwise included in the determination of the Eurodollar Rate; or(iii)
shall impose on any such Lender or Issuing Bank or the London interbank market (byreasons of such Lender or Issuing Bank’s participation in the London interbank market) any othercondition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or
any Documentary Credit or participation therein;
and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank, by an amount that such
Lender or Issuing Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar
Loans or any Documentary Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any
such case, the Borrower shall promptly pay such Lender or Issuing Bank, upon its demand, any additional amounts
necessary to compensate such Lender or Issuing Bank for such increased cost or reduced amount receivable. If any
Lender or Issuing Bank becomes entitled to claim any additional amounts pursuant to this paragraph, it shallpromptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has
become so entitled.
(b)
If any Lender or Issuing Bank shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application
thereof or compliance by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank
with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force
33

of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing therate of return on such Lender’s, such Issuing Bank’s or such corporation’s capital as a consequence of its obligations
hereunder to a level below that which such Lender, such Issuing Bank’s or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such Lender’s, such Issuing Bank’s or suchcorporation’s policies with respect to capital adequacy or liquidity requirements) by an amount deemed by such
Lender to be material, then from time to time, after submission by such Lender or Issuing Bank to the Borrower(with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or
Issuing Bank such additional amount or amounts as will compensate such Lender, such Issuing Bank or suchcorporation for such reduction.
(c)
A certificate as to any additional amounts payable pursuant to this Section submitted by any
Lender or Issuing Bank to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absenceof manifest error. Notwithstanding anything to the contrary in this Section 2.18, the Borrower shall not be required
to compensate any Lender or Issuing Bank pursuant to this Section 2.18 for any amounts incurred more than 180
days prior to the date that such Lender or Issuing Bank notifies the Borrower of such Lender’s or Issuing Bank’s
intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have aretroactive effect, then such 180 days period shall be extended to include the period of such retroactive effect. The
obligations of the Borrower pursuant to this Section 2.18 shall survive the termination of this Agreement and thepayment of the Loans and all other amounts payable hereunder.
2.19.

Taxes.

(a)Unless required by applicable law (as determined in good faith by the applicable withholding
agent), all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan
Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes,
excluding (i) Taxes imposed on or measured by net income (however denominated), gross receipts Taxes (imposedin lieu of net income Taxes) and franchise Taxes (imposed in lieu of net income Taxes) imposed on the
Administrative Agent or any Lender as a result of such recipient (A) being organized or having its principal office inthe applicable taxing jurisdiction, or in the case of any Lender, having its applicable lending office in suchjurisdiction, or (B) having any other present or former connection with the applicable taxing jurisdiction (other thanany such connection arising solely from the Administrative Agent or such Lender having executed, delivered,become a party to, or performed its obligations or received a payment under, or enforced, and/or engaged in any
activities contemplated with respect to this Agreement or any other Loan Document); (ii) any Taxes in the nature of
the branch profits tax within the meaning of Section 884 of the Code imposed by any jurisdiction described in clause(i) above; (iii) other than in the case of an assignee pursuant to a request by the Borrower under Section 2.26 hereof,
any U.S. federal withholding tax except (A) to the extent such withholding tax results from a change in a
Requirement of Law after the recipient became a party hereto or changed its lending office or (B) to the extent thatsuch recipient’s assignor (if any) was entitled immediately prior to such assignment or such recipient was entitledimmediately prior to changing its lending office to receive additional amounts from any Loan Party with respect tosuch withholding tax pursuant to this Section 2.19(a); (iv) any withholding Tax that is attributable to the recipient’s
failure to comply with Section 2.19(e) hereof; and (v) any withholding Taxes imposed pursuant to FATCA. If any
such non-excluded Taxes (“Non-Excluded Taxes”) or Other Taxes are required by law to be withheld by theapplicable withholding agent from any amounts payable to the Administrative Agent or any Lender hereunder, or
under any other Loan Document: (x) the amounts so payable by the applicable Loan Party to the Administrative
Agent or such Lender shall be increased to the extent necessary so that after all required deductions for NonExcluded Taxes and Other Taxes (including deductions for Non-Excluded Taxes and Other Taxes applicable toadditional sums payable under this Section 2.19) have been made, the Lender (or, in the case of any payment madeto the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it
would have received had no such deduction or withholding for Non-Excluded Taxes and Other Taxes been made,(y) the applicable withholding agent shall make such deductions, and (z) the applicable withholding agent shalltimely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Notwithstanding anything to the contrary contained in this Section 2.19(a) or Section 2.19(b), unless the
Administrative Agent or a Lender gives notice to the applicable Loan Party that such Loan Party is obligated to pay
an amount under Section 2.19(a) or Section 2.19(b) within 180 days of the later of (x) the date the applicable party
incurs the Taxes or (y) the date the applicable party has knowledge of its incurrence of the Taxes, then such party
shall not be entitled to be compensated for any penalties, interest or expenses relating to such Taxes, except to theextent such penalties, interest or expenses arise or accrue on or after the date that occurs 180 days prior to the datesuch party gives notice to the applicable Loan Party, but if the circumstances giving rise to such claim have a34

retroactive effect (e.g., in connection with the audit of a prior tax year), then such 180 day period shall be extended
to include such period of retroactive effect.
(b)
In addition, the relevant Loan Party shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.
(c)
Whenever any Taxes are payable by a Loan Party pursuant to this Section 2.19, as promptly as
possible thereafter such Loan Party shall send to the Administrative Agent for its own account or for the account of
the relevant Lender, as the case may be, a certified copy of an original official receipt received, if any, by the
Borrower or other documentary evidence showing payment thereof.
(d)
The Borrower shall indemnify the Administrative Agent and each Lender (within 10 days after
demand therefor) for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19), and for any
reasonable expenses arising therefrom or with respect thereto, that may become payable by the Administrative Agentor any Lender, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the
Administrative Agent or any Lender for any penalties, interest or expenses relating to Non-Excluded Taxes or Other
Taxes to the extent that such penalties, interest or expenses are found by a final and nonappealable decision of acourt of competent jurisdiction to have resulted from such party’s gross negligence or willful misconduct. A
certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall beconclusive absent manifest error.
(e)Each Lender shall, at such times as are reasonably requested by the Borrower or the
Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed bylaw, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such
Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such
Lender under the Loan Documents. In addition, each Lender shall, at such times as reasonably requested by the
Borrower or the Administrative Agent, deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent todetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Each
such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including
any documentation specifically referenced below) expired, obsolete or inaccurate in any material respect, or upon
the reasonable request of the Borrower or the Administrative Agent, deliver promptly to the Borrower and theAdministrative Agent updated or other appropriate documentation (including any new documentation reasonably
requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its
legal ineligibility to do so. Unless the applicable withholding agent has received forms or other documents
satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject towithholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, Administrative
Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable law fromsuch payments at the applicable statutory rate. Each Lender hereby authorizes the Administrative Agent to deliver tothe Borrower and to any successor Administrative Agent any documentation provided to the Administrative Agentpursuant to this Section 2.19(e).
Without limiting the generality of the foregoing:(i)Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of theCode) shall deliver to the Borrower and the Administrative Agent on or before the date on which it
becomes a party to this Agreement two properly completed and duly signed original copies of Internal
Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S.
federal backup withholding.
(ii)
Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of theCode) shall deliver to the Borrower and the Administrative Agent on or before the date on which it
becomes a party to this Agreement whichever of the following is applicable:

35

(A)
two duly completed copies of Internal Revenue Service Form W-8BEN or
W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty towhich the United States of America is a party,(B)
two duly completed copies of Internal Revenue Service Form W-8ECI (or any
successor forms),(C)in the case of a Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit F(any such certificate a “United States Tax Compliance Certificate”), or any other form approvedby the Administrative Agent, to the effect that such Lender is not (A) a “bank” within the meaningof Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within themeaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” describedin Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan
Documents are effectively connected with such Lender’s conduct of a U.S. trade or business and(y) two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any
successor forms),(D)to the extent a Lender is not the beneficial owner (for example, where theLender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service
Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI,
W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY (orother successor forms) or any other required information from each beneficial owner, as applicable(provided that, if the Lender is a partnership (and not a participating Lender) and one or more
direct or indirect partners are claiming the portfolio interest exemption, the United States Tax
Compliance Certificate shall be provided by such Lender on behalf of such direct or indirect
partner(s)), or(E)
any other form prescribed by applicable requirements of U.S. federal income tax
law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by applicablerequirements of law to permit the Borrower and the Administrative Agent to determine thewithholding or deduction required to be made.
(iii)
If a payment made to a Lender under any Loan Document would be subject to U.S.
federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, asapplicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with
their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s
FATCA obligations and to determine the amount, if any, to deduct and withhold from such payment. Solely
for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date ofthis Agreement.
Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any forms,
documentation or other information that such Lender is not legally eligible to deliver.
(f)
If the Administrative Agent or any Lender determines, in its sole discretion, that it has received arefund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by a Loan Party or withrespect to which a Loan Party has paid additional amounts pursuant to this Section 2.19, it shall pay over suchrefund to the applicable Loan Party (but only to the extent of indemnity payments made, or additional amounts paid,by the such Loan Party under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise tosuch refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as thecase may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund, net of any Taxes payable by the Administrative Agent or such Lender); provided that the applicable
Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to36such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent or such Lender in the event the Administrative Agent or such Lender, as the case may be,
is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its
Taxes which it deems confidential) to the Borrower or any other Person.
(g)
The agreements in this Section 2.19 shall survive the termination of this Agreement, any
assignment by or replacement of a Lender, resignation of the Administrative Agent and the payment of the Loans
and all other amounts payable hereunder or any other Loan Document.
(h)
For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shallbe treated as payments made by the applicable Loan Party.
2.20.
Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower inmaking a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordancewith the provisions of this Agreement, or (c) the making of a prepayment or conversion of Eurodollar Loans on a
day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amountequal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not soborrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow,convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue,
the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate ofinterest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any)over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lenderon such amount by placing such amount on deposit for a comparable period with leading banks in the interbank
eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by
any Lender shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in thisSection 2.20, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.20 for any
amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender’sintention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have aretroactive effect, then such 180 days period shall be extended to include the period of such retroactive effect. This
covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.
2.21.
Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving riseto the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrower, usereasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for
any Loans affected by such event with the object of avoiding the consequences of such event; provided that suchdesignation is made on terms that, in the good faith judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in thisSection shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to
Section 2.18 or 2.19(a).
2.22.

Fees.

(a)
The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates
as set forth in the Engagement Letter and to perform any other obligations contained therein.
(b)
The Borrower agrees to pay to the Administrative Agent for the ratable account of each Revolving
Lender according to its Revolving Loan Percentage a commitment fee at a rate per annum equal to the Commitment
Fee Percentage (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average
daily aggregate Unused Revolving Commitments (the “Commitment Fee”); provided, however, that no Commitment
Fee shall accrue to the Unused Revolving Credit Commitment of a Defaulting Lender, or be payable for the benefitof such Lender, so long as such Lender shall be a Defaulting Lender. Such Commitment Fee amount accrued
through and including the last day of March, June, September and December of each year shall be payable quarterly
in arrears on the third Business Day following the Borrower’s receipt of an invoice from Administrative Agent for37

such period, commencing on the first such date to occur after the date hereof; provided that such Commitment Fee
shall also be payable on the date on which the Revolving Commitments terminate.
(c)
The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving
Lender (other than a Defaulting Lender) a participation fee with respect to its participations in Documentary Credits,which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar
Revolving Loans on the average daily amount of such Lender’s DC Exposure (excluding any portion thereof
attributable to unreimbursed DC Disbursements) during the period from and including the Closing Date to but
excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on whichsuch Lender ceases to have any DC Exposure, and (ii) to the relevant Issuing Bank a fronting fee, as may be agreed
between the Issuing Bank and the Borrower, as well as such Issuing Bank’s standard fees with respect to theissuance, amendment, renewal or extension of any Documentary Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day of March, June, September andDecember of each year shall be payable on the third Business Day following the Borrower’s receipt of an invoicefrom Administrative Agent for such period, commencing on the first such date to occur after the Closing Date;provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable toany Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand (accompanied byreasonable back-up documentation relating thereto). All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).
2.23.

RESERVED.

2.24.
Nature of Fees. All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent (for the respective accounts of the Administrative Agent and the Lenders), as provided herein.
Once paid, none of the Fees shall be refundable under any circumstances.
2.25.

Incremental Facilities.

(a)
The Borrower may at any time or from time to time after the Closing Date, by notice to the
Administrative Agent, request (i) the establishment of Incremental Term Loan Commitments and/or (ii) during the
Availability Period, the establishment of Incremental Revolving Commitments; provided that(i)except as otherwise agreed by the Incremental Lenders providing an Incremental Facility(y) no Default or Event of Default shall have occurred and be continuing or would exist after giving effectthereto and (z) the conditions set forth in Section 4.2 are satisfied;(ii)
on the date of the incurrence or effectiveness of such Incremental Facility (in the case of
the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has beendrawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set
forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which
financial statements have been or were required to be delivered pursuant to Section 5.1; provided that, tothe extent incurred in connection with an acquisition, at the Borrower’s election, the Borrower’s
compliance on a pro forma basis with the financial covenants set forth in Section 6.6 may be determined at
the time of the signing of any acquisition agreement with respect thereto or at the time of the closing ofsuch acquisition; provided, further that if the Borrower has made the election to measure such complianceon the date of the signing of an acquisition agreement, in connection with the calculation of any ratio withrespect to the incurrence of Indebtedness or Liens, or following such date and until the earlier of the date on
which such acquisition is consummated or the definitive agreement for such acquisition is terminated or
expired (but not for the purposes of calculating any financial covenant), such ratio shall be calculated on a
pro forma basis assuming such acquisition (including the incurrence of Indebtedness) have been
consummated;(iii)
each Incremental Term Loan Facility shall have an Incremental Term Loan Maturity Dateno earlier than the Revolving Maturity Date;(iv)
the interest rate applicable to any Incremental Term Loan Facility or Incremental Term
Loans will be determined by the Borrower and the Incremental Term Loan Lenders providing such
38

Incremental Term Loan Facility or Incremental Term Loans; provided that, such interest rate will not be
more than 0.50% higher than the corresponding interest rate applicable to any other existing incremental
term loans or incremental facility of the same type (e.g., “term loan A” or “term loan B”) (the “Relevant
Existing Facility”) unless the interest rate with respect to the Relevant Existing Facility is adjusted to beequal to the interest rate with respect to the relevant Incremental Term Loans or Incremental Term Loan
Facility, minus 0.50%; provided, further, that in determining the applicable interest rate under this clause(iv): (w) original issue discount (“OID”) or upfront fees paid in connection with the Relevant Existing
Facility or such Incremental Term Loan Facility or Incremental Term Loans (based on a four-year average
life to maturity), shall be included, (x) any amendments to or changes in the Applicable Margin withrespect to the Relevant Existing Facility that became effective subsequent to the Closing Date but prior to
the time of (or concurrently with) the addition of such Incremental Term Loan Facility or Incremental Term
Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any
amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) in their respective
capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or theiraffiliates) in their capacities as such applicable to such Incremental Term Loan Facility or Incremental Term
Loans shall be excluded and (z) if such Incremental Term Loan Facility or Incremental Term Loans include
any interest rate floor greater than that applicable to the Relevant Existing Facility, and such floor isapplicable to the Relevant Existing Facility on the date of determination, such excess amount shall beequated to interest margin for determining the increase;(v)
all Incremental Facilities shall rank pari passu or junior in right of payment and right of
security in respect of the Collateral (if any) with the Revolving Loans or may be unsecured; provided thatto the extent any such Incremental Facilities are subordinated in right of payment or right of security theyshall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, provided
further that to the extent any such Incremental Facilities are pari passu in right of security and subject toseparate documentation, the agent for such Incremental Facilities shall become party to the First Lien
Intercreditor Agreement;(vi)

no Incremental Facility shall be guaranteed by any Person which is not a Loan Party;(vii)
the Borrower shall have delivered to the Administrative Agent a certificate of a Financial
Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed
calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as ofthe last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the
Administrative Agent the financial statements and Compliance Certificate required to be delivered by
Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA andConsolidated Interest Expense of the Borrower for the relevant period);(viii)
all fees or other payments owing pursuant to this Agreement or as otherwise agreed inwriting to the Administrative Agent and the applicable Incremental Lenders shall have been paid; and(ix)(A) the other terms and conditions of any Incremental Revolving Facility shall beidentical to those of the Revolving Commitments and Revolving Loans then outstanding, and shall betreated as a single Class with such Revolving Commitments and Revolving Loans; provided that the
upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower andthe Incremental Revolving Lenders providing such Incremental Revolving Facility and (B) the other terms
and conditions (excluding those referenced in clauses (i) through (viii) above) of such Incremental Term
Loan Facility shall be substantially identical to, or (taken as a whole) not materially more favorable (asreasonably determined by the Borrower) to the lenders providing such Incremental Term Loan Facility thanthose applicable to the Revolving Loans (except for covenants or other provisions applicable only toperiods after the latest final maturity date other than existing Revolving Loans or Revolving
Commitments); provided that to the extent the terms of any Incremental Term Loans are not substantially
identical to the terms applicable to the Revolving Loans, such terms shall be reasonably satisfactory to the
Administrative Agent taking into consideration typical differences between terms and conditions governing
revolving credit facilities and term loan facilities.
(b)
Each notice from the Borrower pursuant to this Section 2.25 shall specify (i) the date on which the
Borrower proposes that the Incremental Term Loan Commitments or the Incremental Revolving Facility shall, as
applicable shall be effective, which shall be a date not less than five (5) Business Days (or such shorter period as39

may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative
Agent and (ii) the requested amount and proposed terms of the relevant Incremental Term Loan Commitments or
Incremental Revolving Commitments, as applicable (it being agreed that (x) any Lender approached to provide any
Incremental Term Loan Commitment or Incremental Revolving Commitment may elect or decline, in its sole
discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Commitment and (y) any
Person that the Borrower proposes to become an Incremental Revolving Lender, must be consented to (such consent
not to be unreasonably withheld, delayed or conditioned) by the Administrative Agent and each Issuing Bank if suchconsent would be required under Section 9.4 for an assignment of Loans or Commitments, as applicable to such
Lender or Incremental Lender.
(c)Incremental Commitments in respect of Incremental Loans shall become Commitments under thisAgreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, theother Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lenderagreeing to provide such Commitment, if any, each Incremental Term Loan Lender (if any) or Incremental
Revolving Credit Lender (if any), as applicable, and the Administrative Agent.
(d)
Any Incremental Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, including (x)imposing “call-protection” applicable to any exiting term loans in the case of any fungible add-on thereto and (y)limiting the ability of future Incremental Term Loan Facility to have a maturity date prior to the maturity dateapplicable to any Incremental Term Loan Facility then being established. The Borrowers may use the proceeds ofthe Incremental Loans for any purpose not prohibited by this Agreement.
(e)Upon each increase in the Revolving Commitments pursuant to this Section 2.25, (i) each Lenderwith a Revolving Commitment immediately prior to such increase will automatically and without further act bedeemed to have assigned to each Incremental Revolving Lender in respect of such increase, and each Incremental
Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’sparticipations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each suchdeemed assignment and assumption of participations, the percentage of the aggregate outstanding participations
hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental
Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with
Revolving Commitments represented by such Lender’s Revolving Commitment and (ii) if, on the date of suchincrease, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness ofsuch increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans madehereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by
accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with
Section 2.20. The Administrative Agent and the Lenders hereby agree that the minimum Borrowing, pro rata
Borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to thetransactions effected pursuant to the immediately preceding sentence.
(f)During any Secured Covenants Period, any incurrence under an Incremental Facility shallconstitute incurrence of First Lien Debt for purposes of Section 6.1(c)(1) and during any Unsecured Covenants
Period any incurrence under an Incremental Facility shall constitute incurrence of Indebtedness that is not secured
by a Lien on Principal Property or Collateral.
(g)This Section 2.25 shall supersede any provisions in Section 9.1 to the contrary.

2.26.
Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.18, 2.19 or 2.20, and is unable to designate a different
lending office in accordance with Section 2.21 so as to eliminate the continued need for payment of amounts owing
pursuant to Sections 2.18, 2.19 or 2.20, (b) refuses to extend its Loans pursuant to an Extension Offer pursuant to
Section 2.27 or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver ofany provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or
each of the Lenders affected thereby (so long as the consent of the Required Lenders (of all Loans or the affected
Classes of Loans) has been obtained), in each case with a replacement financial institution(s); provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and becontinuing at the time of such replacement, (iii) the replacement financial institution(s) shall purchase, at par, allLoans outstanding, Revolving Commitments, DC Exposure and other amounts related thereto owing to such40

replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lenderunder Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last
day of the Interest Period relating thereto, (v) the replacement financial institution(s) (if other than a then existing
Lender or an affiliate thereof) shall be reasonably satisfactory to the Administrative Agent (such consent not to be
unreasonably withheld, delayed or conditioned), (vi) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 9.6 (provided that the Borrower shall be obligated to pay
the registration and processing fee referred to therein), (vii) until such time as such replacement shall be
consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18, 2.19 or 2.20,
as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights that the
Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.
2.27.

Extensions of Commitments.

(a)
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each,an “Extension Offer”) made from time to time by the Borrower to any or all Lenders holding Commitments in thesame Credit Facility with a like Maturity Date, the Borrower may from time to time request an extension to theapplicable Maturity Date and otherwise modify the terms of such Commitments pursuant to the terms of the relevant
Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such
Loans (and related outstandings)) (an “Extension”, such Commitments so extended, “Extended Commitments”; andeach group of Commitments so extended, as well as the original Commitments of such Credit Facility (not so
extended), being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments fromthe tranche of Commitments from which they were converted and Loans made pursuant to Extended Commitments
shall constitute a separate Class of Loan); provided that (i) each applicable Lender shall have the right (but not the
obligation) to agree to the extension of the applicable Maturity Date, (ii) no Default or Event of Default shall haveoccurred and be continuing at the time any the offering document (if any) in respect of an Extension Offer isdelivered to the Lenders, (iii) except as to interest rates, fees and final maturity, the Extended Commitments of any
Lender shall have the same terms as the original Commitments in the applicable Credit Facility; provided that at notime shall there be more than three different Revolving Maturity Dates, (iv) if the aggregate principal amount ofCommitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the
maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such
Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amountbased on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such
Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent
with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection
therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the
Administrative Agent and (vi) any applicable Minimum Extension Condition shall be satisfied.
(b)With respect to an Extension consummated by the Borrower pursuant to this Section 2.27, (i) such
Extensions shall not constitute prepayments for purposes of Section 2.13 or prepayments for purposes of an
Incremental Term Loan Facility and (ii) no Extension Offer is required to be in any minimum amount or any
minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension
Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in therelevant Extension Offer in the Borrower’s discretion) of Commitments of any or all applicable tranches betendered.
(c)
The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments tothis Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new
tranches or sub-tranches in respect of Commitments so extended and such technical amendments as may benecessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms
consistent with this Section 2.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (butnot the obligation) to seek the advice or concurrence of the Required Lenders (of one or more Classes of Loans)with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice
or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower inaccordance with any instructions actually received by such Required Lenders and shall also be entitled to refrainfrom entering into such amendments with the Borrower unless and until it shall have received such advice or
concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any
such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent
hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any
41Extensions, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed toamend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date isextended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral
Agent).
(d)In connection with any Extension, the Borrower shall provide the Administrative Agent at least
five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice
thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative
Agent, in each case acting reasonably to accomplish the purposes of this Section 2.27.
2.28.

Reserved.

2.29.
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to theextent permitted by applicable law:(a)
Waivers and Amendments. The Loans and Commitments of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action hereunder or under any
other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section9.1); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders
affected thereby shall, except as otherwise provided in Section 9.1, require the consent of such Defaulting Lender inaccordance with the terms hereof.
(b)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received
by the Administrative Agent for the account of such Defaulting Lender hereunder (whether voluntary, at maturity,
pursuant to Article VII or otherwise) shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, as the Borrower may request (so long as no Default exists), to the fundingof any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by thisAgreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing
to the Lenders or Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under thisAgreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as aresult of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a paymentof the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate
share, and (y) such Loans were made at a time when the conditions set forth in Section 4.1 were satisfied or waived,such payment shall be applied solely to pay the Loans of the same Class of all non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Loans of such Class of such Defaulting Lender until such time as
all Loans of such Class are held by the Lenders pro rata in accordance with the applicable Commitments. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay
amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to andredirected by such Defaulting Lender, and such Defaulting Lender irrevocably consents hereto.
(c)Defaulting Lender Cure. If the Borrower and the Administrative Agent (unless the Administrative
Agent is the Defaulting Lender) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the applicable parties hereto, whereupon as of the effective date specified in such notice andsubject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that
Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or takesuch other actions as the Administrative Agent (unless the Administrative Agent is the Defaulting Lender) may
determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the relative
amounts of their Commitments for each applicable Class of Loans, whereupon such Lender will cease to be a
Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to42

non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender.
SECTION 3
Representations and Warranties
The Borrower represents and warrant on the Closing Date to the Administrative Agent, each Lender andeach Issuing Bank as follows:
3.1.
Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and (tothe extent such concept is applicable) in good standing under the laws of the jurisdiction of its organization, (b) has
the power and authority, and the legal right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation orother organization and (to the extent such concept is applicable) in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its business requires such qualification, and(d) is in compliance with all Requirements of Law, except, in the case of each of the foregoing clauses (a) through(d), to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.
3.2.
Power; Authorizations; Enforceable Obligations. Each Loan Party has the power and authority,and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the
Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action toauthorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of
the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent orauthorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required inconnection with the extensions of credit hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i) that have been obtained or made and arein full force and effect, (ii) the filings made in respect of the Security Documents and (iii) to the extent that the
failure to obtain any such consent, authorization, filing, notice or other act would not, in the aggregate, reasonably
be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered onbehalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution
will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such
Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally andby general equitable principles (whether enforcement is sought by proceedings in equity or at law).
3.3.
No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan
Documents, the borrowings hereunder and the use of the proceeds thereof (x) will not violate any Requirement of
Law or any material Contractual Obligation of any Loan Party and (y) will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any
such material Contractual Obligation (other than the Liens created by the Security Documents) except, in the case ofeach of the foregoing clauses (x) and (y), to the extent that the failure to comply therewith would not, in theaggregate, reasonably be expected to have a Material Adverse Effect.
3.4.
Accuracy of Information. No statement or information contained in this Agreement, any other
Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the
Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated bythis Agreement or the other Loan Documents, contained as of the Closing Date, taken as a whole and in light of thecircumstances in which made, any untrue statement of a material fact or omitted to state a material fact necessary to
make the statements contained herein or therein not materially misleading; provided that, with respect to projectedfinancial information, each Loan Party represents only that such information was prepared in good faith based uponassumptions believed by them to be reasonable at the time delivered and, if such projected financial information wasdelivered prior to the Closing Date, as of the Closing Date, it being understood that any such projected financial
information may vary from actual results and such variations could be material.
3.5.
No Material Adverse Effect. Since the last day of the most recently ended fiscal year of the
Borrower prior to the Closing Date or such subsequent date as this representation may be re-made with respect towhich financial statements have been delivered to the Administrative Agent pursuant to Section 5.1 there has been
no development or event that has had or would reasonably be expected to have a Material Adverse Effect.
43

3.6.
Restricted Subsidiaries. Schedule 3.6 annexed hereto sets forth the name and jurisdiction oforganization of each direct Restricted Subsidiary of the Borrower, the Capital Stock of which will be pledged as
Collateral, as of the Closing Date and, as to each such Restricted Subsidiary, the percentage of each class of Capital
Stock owned by the Borrower as of the Closing Date, and (b) as of the Closing Date, there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options or
restricted stock granted to employees or directors and directors’ qualifying shares) of any nature relating to any
Capital Stock that is included in the Collateral, except as created by the Loan Documents or as are not prohibited by
Section 6.2.
3.7.
Title to Assets; Liens. The Borrower and its Restricted Subsidiaries have good and marketable
title to, or a valid leasehold or easement interest in, all their other material property (including any Mortgaged
Property), taken as a whole, except for minor defects in title that do not interfere with their ability to conduct theirbusiness as currently conducted or as proposed to be conducted or to utilize such properties for their intended
purposes, in each case, except as would not reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect, and none of such property is subject to any Lien except Permitted Liens or Liens notprohibited by Section 6.2(b).
3.8.
Intellectual Property. The Borrower and its Restricted Subsidiaries own, or are licensed to use, allIntellectual Property material to the conduct of their businesses, and the use thereof by the Borrower and its
Restricted Subsidiaries does not, to the knowledge of the Borrower, infringe upon, misappropriate or otherwise
violate the Intellectual Property rights of any other Person, in each case except where the failure to own or licenseIntellectual Property, or any infringement on Intellectual Property rights would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.
3.9.

Use of Proceeds. The proceeds of the Loans shall be utilized for general corporate purposes.

3.10.
Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Borrower, threatened (including “cease and desist” letters andinvitations to take a patent license) by or against the Borrower or its Restricted Subsidiaries or against any of theirrespective properties, rights or revenues that, in the aggregate, would reasonably be expected to have a Material
Adverse Effect.
3.11.
Federal Reserve Regulations. No part of the proceeds of any Loan will be used for any purposethat violates the provisions of the Regulations of the Board of Governors. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any “margin stock.”
3.12.
Solvency. The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to theincurrence of all Indebtedness and obligations being incurred in connection herewith will be, Solvent.
3.13.
Taxes. Each of the Borrower and its Restricted Subsidiaries has filed or caused to be filed all
federal and state income Tax and other Tax returns that are required to be filed, except if the failure to make any
such filing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of
its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental
Authority (other than any (x) the amount or validity of which are currently being contested in good faith byappropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on thebooks of the relevant entity, or (y) those where the failure to pay, individually or in the aggregate, would notreasonably be expected to have a Material Adverse Effect). There is no proposed Tax assessment or other claim
against, and no Tax audit with respect to, the Borrower or its Restricted Subsidiaries that would reasonably be
expected to, individually or in the aggregate, have a Material Adverse Effect.
3.14.
ERISA. Except as, in the aggregate, does not or would not reasonably be expected to result in a
Material Adverse Effect: neither a Reportable Event nor a failure to satisfy the minimum funding standard of
Section 430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during
the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan,and each Plan has complied in all respects with the applicable provisions of ERISA and the Code; no termination ofa Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year44period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used
to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is madeor deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither the Borrower
nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan; to theknowledge of the Borrower after due inquiry, neither the Borrower nor any Commonly Controlled Entity would
become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were towithdraw completely from any Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, no
Multiemployer Plan is in “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA)
or Insolvent.
3.15.
Environmental Matters; Hazardous Material. There has been no matter with respect toEnvironmental Laws or Materials of Environmental Concern which, in the aggregate, would reasonably be expected
to have a Material Adverse Effect.
3.16.
Investment Company Act; Other Regulations. Neither the Borrower nor any Restricted Subsidiary
is required to register as an “investment company”, or a company “controlled” by an “investment company”, within
the meaning of the Investment Company Act of 1940, as amended. Neither the Borrower nor any Restricted
Subsidiary is subject to regulation under any Requirement of Law that limits its ability to incur Indebtedness under
this Agreement and the other Loan Documents.
3.17.
Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect: (a) there are no strikes or other labor disputes against the Borrower or any Restricted Subsidiarypending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees ofeach of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or
any other applicable Requirement of Law dealing with such matters; and (c) all payments due from the Borrower
and its Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued as aliability on the books of the relevant entity.
3.18.
Security Documents. The Security Documents are effective to create in favor of the Collateral
Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described
therein and proceeds thereof. In the case of the pledged stock of a Material Subsidiary described and as defined in
the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock of aMaterial Subsidiary are delivered to the Collateral Agent (or to the “Controlling Collateral Agent” pursuant to theterms of the First Lien Intercreditor Agreement), and in the case of the other Collateral described in the Guarantee
and Collateral Agreement, when financing statements and other filings specified on Schedule 3.18 in appropriate
form are filed in the offices specified on Schedule 3.18, including the United States Patent and Trademark Officeand the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds
thereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements and othersuch filings as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee andCollateral Agreement) and including the Obligations, in each such case prior and superior in right to any other
Person (except other Permitted Liens and Liens not prohibited by Section 6.2).
3.19.
Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effectpolicies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its
Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees andagents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a)the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of
the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit
from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or othertransaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.
3.20.

EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

3.21.
Disclosure. As of the Closing Date, to the best knowledge of the Borrower, the information
included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender inconnection with this Agreement is true and correct in all respects.
45

3.22.
ERISA Event. No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be
expected to result in a Material Adverse Effect.
SECTION 4
Conditions Precedent
4.1.
Conditions to the Closing Date. The obligations of the Lenders to make Loans and of the IssuingBanks to issue Documentary Credits hereunder shall not become effective until the date on which each of thefollowing conditions is satisfied (or waived in accordance with Section 9.1):(a)Loan Documents. The Administrative Agent shall have received (i) counterparts hereof executedand delivered by the Borrower, the Administrative Agent, the Collateral Agent, and each other Lender and IssuingBank; (ii) Schedules to this Agreement; (iii) the Guarantee and Collateral Agreement, executed and delivered byeach Loan Party party thereto and (iv) Schedules to the Guarantee and Collateral Agreement, executed and deliveredby the parties thereto.
(b)
Corporate Documents and Proceedings. The Administrative Agent shall have received (i) acertificate of each Loan Party, dated the Closing Date, in the case of the Borrower, substantially in the form attachedhereto as Exhibit A-1, and, in the case of the Guarantors substantially in the form attached here to as Exhibit A-2,
each with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that isa corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a longform good standing certificate for each Loan Party from its jurisdiction of organization.
(c)
No Material Adverse Effect. Since August 31, 2017, there has been no development or event thathas had or would reasonably be expected to have a Material Adverse Effect.
(d)
Officer’s Certificate. The Administrative Agent shall have received a certificate, dated as of the
Closing Date by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in
Section 4.1(c) and Section 4.2(a) and (b) (and covering all representations and warranties in Section 3).
(e)Lien Searches. The Administrative Agent shall have received the results of a recent lien search ineach jurisdiction where a Loan Party is organized, and such search shall reveal no liens on any of the assets of the
Loan Parties except for Permitted Liens and Liens not prohibited by Section 6.2 or discharged on or prior to the
Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent.
(f)Solvency Certificate. The Administrative Agent shall have received a customary certificate fromthe chief financial officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying
as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions
contemplated to occur on the Closing Date.
(g)
Payment of Fees; Expenses. The Arrangers and the Administrative Agent shall have received allfees required to be paid, and all reasonable costs and expenses required to be paid and for which invoices have beenpresented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.
(h)opinions:

Legal Opinion. The Administrative Agent shall have received the following executed legal(i)one or more legal opinions from Wilson Sonsini Goodrich & Rosati P.C., counsel to the
Borrower and the Guarantors, in form and substance satisfactory to the Administrative Agent; and(ii)
the legal opinion of such local counsel, in form and substance satisfactory to the
Administrative Agent and as may be reasonably required by the Administrative Agent.
(i)Filings, Registrations and Recordings. Each document (including any Uniform Commercial Codefinancing statement and filings with the United States Patent and Trademark Office and United States Copyright
Office) required by the Security Documents to be filed on the Closing Date or under law or reasonably requested by
the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the46

benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any
other Person (other than with respect to Permitted Liens and Liens not prohibited by Section 6.2), shall be in proper
form for filing, registration or recordation except to the extent of items identified in Section 5.8.
(j)Insurance. The Administrative Agent shall have received insurance certificates satisfying therequirements of Section 5.4, except to the extent contemplated by Section 5.8.
(k)Reserved.

(l)Term Loan Credit Agreement. The Administrative Agent shall have received a joinder to the First
Lien Intercreditor Agreement, executed by the Administrative Agent and acknowledged by the Term Loan Agent andthe Borrower.
(m)
Patriot Act and Beneficial Ownership Regulation. (i) The Administrative Agent shall havereceived, at least three (3) Business Days prior to the Closing Date, all documentation and information as isreasonably requested in writing by any Lender at least eight days prior to the Closing Date about the Borrower andits Subsidiaries that is required by U.S. Governmental Authorities under applicable “know your customer” and antimoney laundering rules and regulations, including without limitation, the Patriot Act and (ii) to the extent the
Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior
to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the
Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial
Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to thisAgreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).
4.2.
Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of
any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Documentary Credit, is subject tothe satisfaction of the following conditions:(a)All representations and warranties contained in this Agreement shall be true and correct in allmaterial respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extensionof such Documentary Credit, as applicable, with the same effect as if made on and as of such date (unless stated torelate to a specific earlier date, in which case, such representations and warranties shall be true and correct in allmaterial respects as of such earlier date) (it being understood that any representation or warranty that is qualified as
to materiality or Material Adverse Effect shall be correct in all respects).
(b)
At the time of and immediately after giving effect to such Revolving Loan or the issuance,
amendment, renewal or extension of such Documentary Credit, as applicable, no Default or Event of Default shallhave occurred and be continuing.
(c)
The Administrative Agent shall have received a notice requesting such Borrowing or the issuance,
amendment, renewal or extension of such Documentary Credit, as applicable to the extent required hereunder.
Each Borrowing and each issuance, amendment, renewal or extension of a Documentary Credit shall be deemed toconstitute a representation and warranty by the Borrower on the date thereof as to the matters specified inparagraphs (a) and (b) of this Section.
SECTION 5
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan andall fees payable hereunder shall have been paid in full and all Documentary Credits shall have expired or terminatedand all DC Disbursements shall have been reimbursed, the Borrower covenants and agrees that:
5.1.
Financial Statements, etc. The Borrower will furnish to the Administrative Agent (for distribution
to the Lenders), within 15 days after the Borrower has filed the same with the SEC, copies of the quarterly andannual reports and the information, documents and reports (or copies of such portions of any of the foregoing as the
SEC may prescribe) that the Borrower may be required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act (other than confidential filings, documents subject to confidential treatment and correspondence with
the SEC); provided that in each case the delivery of materials to the Administrative Agent by electronic means or47

filing of documents pursuant to the SEC’s “EDGAR” system (or any successor electronic filing system) shall bedeemed to be “furnished” with the Administrative Agent as of the time such documents are filed via the “EDGAR”
system for purposes of this Section 5.1.
5.2.

Compliance Certificate; Reporting.

(a)Promptly (and in any event within 5 Business Days) following delivery of the quarterly and annual
financial statements provided for in Section 5.1 on Form 10-Q or 10-K, as applicable, a certificate of a Financial
Officer of the Borrower substantially in the form of Exhibit C (y) stating no Default or Event of Default has
occurred and is then continuing or, if a Default or Event of Default exists, a detailed description of the Default or
Event of Default and all actions the Borrower is taking with respect to such Default or Event of Default and (z)containing calculations demonstrating the Borrower’s compliance with the covenants set forth in Section 6.6.
(b)
The Borrower will deliver to the Administrative Agent, forthwith upon any Responsible Officer
becoming aware of any Default or Event of Default (which shall be no more than five (5) Business Days following
the date on which the Responsible Officer becomes aware of such Default or Event of Default), an officer’s
certificate of a Responsible Officer of the Borrower specifying such Default or Event of Default and what action the
Borrower is taking or proposes to take with respect thereto.
(c)Promptly following any request therefor, the Borrower will deliver information and documentation
reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “knowyour customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial
Ownership Regulation. Promptly following any request therefor, the Borrower shall provide written notice of any
change in the list of beneficial owners identified in the most recent Beneficial Ownership Certification delivered toAdministrative Agent or a Lender.
5.3.
Maintenance of Existence. The Borrower and its Restricted Subsidiaries shall preserve, renew andkeep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights,
privileges and franchises reasonably necessary in the normal conduct of its business, except, in each case, (x) as
otherwise permitted by Section 6.3 or (y) to the extent that failure to do so would not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.
5.4.

Maintenance of Insurance.

(a)(i) The Loan Parties will maintain insurance policies (or self-insurance) on all its property in atleast such amounts and against at least such risks as are usually insured against by companies of a similar size
engaged in the same or a similar business (after giving effect to any self-insurance which in the good faith judgmentof management of the Borrower is reasonable and prudent in light of the size and nature of its business) and (ii)other than during a Guarantee and Collateral Suspension Period, each general liability policy of insurance
maintained by a Loan Party shall name the Collateral Agent, as an additional insured thereunder as its interests may
appear and each general property insurance policy maintained by a Loan Party shall contain a mortgagee and lenderloss payable endorsement that names the Collateral Agent, as mortgagee and lender loss payee thereunder as its
interests may appear, provided that, unless an Event of Default shall have occurred and be continuing, (A) all
proceeds from insurance policies shall be paid to the Borrower (or a designated Loan Party), (B) to the extent the
Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Borrower any amounts received
by it as an additional insured or lender loss payee under any property insurance maintained by the Borrower and its
Restricted Subsidiaries, and (C) the Collateral Agent agrees that the Borrower and/or its applicable Restricted
Subsidiary shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to
the contrary herein, with respect to Foreign Subsidiaries and any Collateral located outside of the United States, therequirements of this Section 5.4 shall be deemed satisfied if the Borrower obtains insurance policies that are
customary and appropriate for the applicable jurisdiction. Upon the request of the Collateral Agent, the Borrower
and the Guarantors will furnish to the Collateral Agent full information as to their general property and liability
insurance carriers; and(b)
If at any time any Mortgaged Property that remains subject to a Mortgage is at any time located in
an area identified by the Federal Emergency Management Agency (or any successor agent) as a special flood hazard
area, then the Borrower shall, or shall cause the applicable Loan Party to, (i) maintain, or cause to be maintained,with a financially sound and reputable insurer reasonably acceptable to the Administrative Agent, flood insurance inan amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the48

Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and substancereasonably acceptable to the Collateral Agent.
5.5.
Use of Proceeds and Documentary Credits. The proceeds of the Loans and the Documentary
Credits will be used only for general corporate purposes. No part of the proceeds of any Loan or any Documentary
Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of
the Federal Reserve Board, including Regulations T, U and X.
5.6.

After-Acquired Collateral; Further Assurances.

(a)With respect to any property acquired after the date of this Agreement by the Borrower or any
Guarantor (other than any property or rights described in clause (b) and (c) of this Section 5.6) that constitutes
Collateral and as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Liento the extent required by the Guarantee and Collateral Agreement, the Borrower and each applicable Guarantor shallpromptly (provided that, in the case of Intellectual Property, at least quarterly) (other than during a Guarantee andCollateral Suspension Period):(i)execute and deliver to the Collateral Agent such amendments to the Guarantee andCollateral Agreement or such other documents as the Collateral Agent deems necessary or advisable togrant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property orrights; and(ii)(A) file Uniform Commercial Code financing statements or amendments thereto with theapplicable filing office in the jurisdiction of formation or incorporation of the Borrower or any Guarantor(as applicable) and/or (B) record filings with the United States Patent and Trademark Office and UnitedStates Copyright Office within the time specified in the Guarantee and Collateral Agreement, as applicable,
in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Secured
Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liensand Liens not prohibited by Section 6.2.
(b)With respect to any fee interest in any real property located in the United States having a Fair
Market Value (together with improvements thereof) of at least $100,000,000 acquired after the date of thisAgreement by the Borrower or any Guarantor (other than any such real property subject to a Permitted Lien which
precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Borrower and eachapplicable Guarantor shall (other than during a Guarantee and Collateral Suspension Period):(i)execute and deliver a first priority Mortgage or where appropriate under thecircumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the
benefit of the Secured Parties, covering such real property,(ii)
if requested by the Collateral Agent, provide the Secured Parties with (A) either (x) title
insurance covering such real property in an amount at least equal to the purchase price of such real property(or such other amount as shall be reasonably specified by the Collateral Agent) in form and substancereasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with asurveyor’s certificate or (y) where an amendment to an existing Mortgage has been delivered pursuant toclause (i), an endorsement to the existing title policy adding such property as an insured parcel, and (B) any
consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection withsuch Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts),
each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent;(iii)
if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions
relating to the matters described in clauses (i) and (ii) above, which opinions shall be in form andsubstance, and from counsel, reasonably satisfactory to the Collateral Agent and include opinions regarding
the enforceability of such Mortgage and the due authorization, execution and delivery thereof; and(iv)
deliver to the Collateral Agent a completed “Life-of-Loan” Federal Emergency
Management Agency Standard Flood Hazard Determination (together with a notice about special flood
hazard area status and flood disaster assistance duly executed by the respective Loan Party) with respect tosuch property and, if such property is located in an area identified by the Federal Emergency Management
49

Agency (or any successor agency) as a special flood hazard area, evidence of flood insurance required by
Section 5.4.
(c)With respect to any Restricted Subsidiary (excluding any Excluded Subsidiary) that is required to
become a Guarantor in order to comply with the requirements of Section 6.1 or otherwise elects to become a
Guarantor, within 60 days of the date such Restricted Subsidiary is required to become a Guarantor (or such date ofelection if such election is made by such Restricted Subsidiary) the Borrower and each applicable Guarantor shall(other than during a Guarantee and Collateral Suspension Period):(i)cause such Restricted Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) file Uniform Commercial Code financing statements or other filings in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requestedby the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected
first priority security interest (subject to Permitted Liens and Liens not prohibited by Section 6.2) in the
Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiaryand (C) to deliver to the Collateral Agent a customary closing certificate of such Restricted Subsidiary, inform and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions andattachments; and(ii)
if requested by the Collateral Agent, deliver to the Collateral Agent customary legal
opinions relating to the matters described above, which opinions shall be in form and substance, and fromcounsel, reasonably satisfactory to the Collateral Agent.
5.7.
Compliance with Laws. The Borrower will maintain in effect and enforce policies and procedures
designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions.
5.8.
Post-Closing Obligations. The Borrower shall deliver to the Administrative Agent on or prior to
the date that is 90 days after the Closing Date (or such later date as the Administrative Agent may reasonably agree)(i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record
title holder of such Mortgaged Property, (ii) to the extent applicable in the relevant jurisdiction (A) a policy orpolicies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amountequal to not less than 100% (or such lesser amount as reasonably agreed to by the Administrative Agent) of the Fair
Market Value of such Mortgaged Property and fixtures, as reasonably determined by the Borrower and agreed to by
the Administrative Agent, issued by the Title Insurance Company insuring the Lien of each such Mortgage as a firstpriority Lien on the Mortgaged Property described therein, free of any other Liens except for Permitted Liens,
together with such endorsements (other than a creditor’s rights endorsement) as the Administrative Agent may
reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates, (B) such
affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily requestedby the Title Insurance Company to induce the Title Insurance Company to issue the title policies and endorsements
contemplated above, (C) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all
title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording
taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies
referred to above, (D) a survey of each Mortgaged Property in such form as shall be required by the Title Insurance
Company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard
survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey
shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable andcustomary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable
title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory
to the Title Insurance Company), (E) completed “Life-of-Loan” Federal Emergency Management Agency(“FEMA”) Standard Flood Hazard Determination with respect to each Mortgaged Property subject to the applicable
FEMA rules and regulations (together with a notice about special flood hazard area status and flood disasterassistance duly executed by the Borrower and each Loan Party relating thereto) and (F) if any Mortgaged Property is
located in an area determined by FEMA to have special flood hazards, evidence of such flood insurance as may berequired under Section 5.4 and (iii) such legal opinions as the Administrative Agent may reasonably request withrespect to any such Mortgage or Mortgaged Property.
5.9.

Designation of Subsidiaries.

50

(a)
The Borrower may at any time by written notice to the Administrative Agent (i) designate any
Restricted Subsidiary as an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) remove such designation withrespect to any Excluded Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that no Default or Event of Default shall have occurred and be continuing or would result therefrom.
(b)
Any Excluded Subsidiary shall be treated like an Unrestricted Subsidiary for all purposes of thisAgreement; provided that the Excluded Subsidiaries designated pursuant to clause (g) of the definition thereof andUnrestricted Subsidiaries that are designated by the Borrower pursuant to Section 5.9(a) in the aggregate shall notconstitute (after intercompany eliminations) greater than 10% of the total assets of the Borrower and its
Consolidated Subsidiaries as of the end of the most recently completed fiscal year of the Borrower (such level, the“Excluded Subsidiary Threshold”). In the event the Excluded Subsidiary Threshold is exceeded as of the end of themost recently completed fiscal year of the Borrower, the Borrower shall within three Business Days after delivering
its annual financial statements to the Administrative Agent pursuant to Section 5.1, by written notice to the
Administrative Agent, remove the designation applicable to one or more Excluded Subsidiaries designated an
Excluded Subsidiary pursuant to clause (g) of the definition thereof or Unrestricted Subsidiaries in accordance with
Section 5.9(a) in order to comply with the Excluded Subsidiary Threshold.
SECTION 6
Negative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan andall fees payable hereunder shall have been paid in full and all Documentary Credits shall have expired or terminatedand all DC Disbursements shall have been reimbursed, the Borrower a covenants and agrees that:
6.1.

Limitation on Indebtedness secured by Liens and Restricted Subsidiary Indebtedness.

(a)
The Borrower will not, and will not permit any of its Restricted Subsidiaries to create, assume,
incur, Guarantee or otherwise become liable for any Indebtedness secured by a Lien on Principal Property or on
Collateral, in each case, whether now owned or hereafter acquired, except Permitted Liens.
(b)
The Borrower will not permit any of its Restricted Subsidiaries to create, assume, incur, Guarantee
or otherwise become liable for any Indebtedness that is not secured by a Lien on Principal Property or on Collateral
without causing such Restricted Subsidiary (excluding any Excluded Subsidiary and any Subsidiary that is not aMaterial Subsidiary) to become a Guarantor (any such Indebtedness or Guarantee, “Restricted Subsidiary Debt”),
except the foregoing restriction shall not apply to, and there shall be excluded from Restricted Subsidiary Debt inany computation under such restriction, Restricted Subsidiary Debt constituting:(1)

Restricted Subsidiary Debt in respect of or under the Obligations;(2)
Restricted Subsidiary Debt of a Person existing at the time such Person is merged into or
consolidated with or otherwise acquired by the Borrower or any Restricted Subsidiary of the Borrower orotherwise becomes a Restricted Subsidiary of the Borrower (or arising thereafter pursuant to contractual
commitments entered into prior to such Person becoming a Restricted Subsidiary) or at the time of a sale,lease or other disposition of the properties and assets of such Person (or a division thereof) as an entirety or
substantially as an entirety to any Restricted Subsidiary of the Borrower (or arising thereafter pursuant tocontractual commitments entered into prior to such Person becoming a Restricted Subsidiary) and isassumed by such Subsidiary, other than any increase in the amount of such Restricted Subsidiary Debt
(including any increase in the amount of such Restricted Subsidiary Debt arising pursuant to contractual
commitments entered into prior to such acquisition) incurred in contemplation thereof; provided that any
such Restricted Subsidiary Debt is not Guaranteed by any other Restricted Subsidiary of the Borrower(other than any Guarantee existing at the time of such merger, consolidation or sale, lease or otherdisposition of properties and assets and that was not issued in contemplation thereof);(3)
Restricted Subsidiary Debt owed to the Borrower or any Restricted Subsidiary or under
Guarantees of any such Restricted Subsidiary Debt;(4)
Restricted Subsidiary Debt created, incurred, issued, assumed or Guaranteed to pay or
finance the payment of all or any part of the purchase price or the cost of development, operation,
construction, alteration, repair or improvement of property, assets or equipment acquired or developed,
operated, constructed, altered, repaired or improved by a Restricted Subsidiary, and any related51

transactional fees, costs and expenses, provided such Restricted Subsidiary Debt is created, incurred,issued, assumed or Guaranteed within 18 months (or in the case of any Restricted Subsidiary Debt
supported by an export credit agency, 24 months) after the later of (i) the acquisition or the completion of
any such development, operation, construction, alteration, repair or improvement of such property, assets orequipment, whichever is later, or (ii) the placing into commercial operation of such property after theacquisition or completion of any such development, operation, construction, alteration, repair or
improvement (or, in each case, is incurred pursuant to firm commitment financing arrangements obtained
within such period), and, provided further, that the outstanding amount of such Restricted Subsidiary Debt,
without duplication, does not exceed 100% of the fair value of the property or equipment acquired ordeveloped, operated, constructed, altered, repaired or improved at the time such Restricted Subsidiary Debt
is incurred; or(5)
Restricted Subsidiary Debt permitted to be secured by Liens permitted by clauses (5) or(6) of the definition of Permitted Lien (whether or not such Restricted Subsidiary Debt is in fact secured bysuch Liens) and any Guarantees thereof.
For purposes of this Section 6.1(b), in the event that any Restricted Subsidiary Debt meets the criteria of
more than one of the types of Restricted Subsidiary Debt in such Section, the Borrower, in its sole
discretion, will classify, and may reclassify, such Restricted Subsidiary Debt and only be required toinclude the amount and type of such Restricted Subsidiary Debt in one of clauses (1) through (5) of Section
6.1(b) or Section 6.1(c) and Restricted Subsidiary Debt may be divided and classified and reclassified into
more than one of the types of Restricted Subsidiary Debt described above. In addition, for purposes ofcalculating compliance with this Section 6.1, in no event will the amount of any Restricted Subsidiary Debt
be required to be included more than once despite the fact more than one Person is or becomes liable withrespect to any related Indebtedness (for example, and for avoidance of doubt, in the case where more than
one Restricted Subsidiary incurs Restricted Subsidiary Debt or otherwise becomes liable for such
Restricted Subsidiary Debt, the amount of such Restricted Subsidiary Debt shall only be included once forpurposes of such calculations).
(c)

Notwithstanding the other provisions of Section 6.1(a), Section 6.1(b) and Section 6.4(a),(1)
at such time as a Secured Covenants Period is in effect, the Borrower and its Restricted
Subsidiaries may create, assume, incur, Guarantee or otherwise become liable for Indebtedness that
otherwise would not be permitted pursuant to Section 6.1(a), Section 6.1(b) or Section 6.1(d) and enter intosale and leaseback transactions that otherwise would not be permitted pursuant to Section 6.4(a), if after
giving effect thereto, (1) in the case of Indebtedness or a Guarantee of Indebtedness that constitutes First
Lien Debt, the Aggregate First Lien Debt of the Borrower and its Restricted Subsidiaries does not exceed
the greater of (x) $5,000,000,000 and (y) 33% of Consolidated EBITDA of the Borrower for the
Measurement Period immediately preceding the date of such creation, assumption or incurrence of suchIndebtedness or Guaranteeing of or otherwise becoming liable for such Indebtedness or the entering intosuch sale lease-back transaction, as the case may be, and (2) the Aggregate Priority Debt of the Borrower
and its Restricted Subsidiaries does not exceed the greater of (x) $7,500,000,000 and (y) 75% ofConsolidated EBITDA of the Borrower for the Measurement Period immediately preceding the date ofsuch creation, assumption or incurrence of such Indebtedness or Guaranteeing of or otherwise becoming
liable for such Indebtedness or the entering into such sale lease-back transaction, as the case may be; and(2)
at such time as an Unsecured Covenants Period is in effect, the Borrower and its
Restricted Subsidiaries may create, assume, incur, Guarantee or otherwise become liable for Indebtedness
that otherwise would not be permitted pursuant to Section 6.1(a), Section 6.1(b) or Section 6.1(d) and enter
into sale and leaseback transactions that otherwise would not be permitted pursuant to Section 6.4(a), if
after giving effect thereto, (1) in the case of Indebtedness or a Guarantee of Indebtedness that constitutes
Domestic Priority Debt, the Aggregate Domestic Priority Debt of the Borrower and its Domestic Restricted
Subsidiaries does not exceed the greater of (x) $1,500,000,000 and (y) 10% of Consolidated EBITDA of
the Borrower for the Measurement Period immediately preceding the date of such creation, assumption or
incurrence of such Indebtedness or Guaranteeing of or otherwise becoming liable for such Indebtedness or
the entering into such sale lease-back transaction, as the case may be, and (2) the Aggregate Priority Debtof the Borrower and its Restricted Subsidiaries does not exceed the greater of (x) $4,000,000,000 and (y)25% of Consolidated EBITDA of the Borrower for the Measurement Period immediately preceding thedate of such creation, assumption or incurrence of such Indebtedness or Guaranteeing of or otherwise52becoming liable for such Indebtedness or the entering into such sale lease-back transaction, as the case may
be.
(d)Notwithstanding the other provisions of Section 6.1(a), (b) and (c), the Borrower and its
Restricted Subsidiaries may create, assume, incur, Guarantee or otherwise become liable for Indebtedness nototherwise permitted pursuant to Sections 6.1(a), (b) or (c) that is an extension, renewal, substitution, replacement,
refinancing or refunding of Indebtedness that was permitted pursuant to Section 6.1(a), (b) or (c) at the time suchIndebtedness was created or incurred; provided that (1) any Indebtedness incurred to so extend, renew, substitute,
replace, refinance or refund shall be incurred within 12 months of the maturity, retirement or other repayment or
prepayment (including any such repayment pursuant to amortization obligations with respect to such Indebtedness),(2) the outstanding amount of the Indebtedness incurred to so extend, renew, substitute, replace, refinance or refund
shall not exceed the outstanding amount of Indebtedness being extended, renewed, substituted, replaced, refinanced
or refunded plus any premiums or fees (including tender premiums) or other reasonable amounts payable, plus theamount of fees, expenses and other costs incurred, in connection with any such extension, renewal, substitution,
replacement, refinancing or refunding, (3) if the Indebtedness being extended, renewed, substituted, replaced,refinanced or refunded was secured by a Lien on Collateral or Principal Property, the Indebtedness incurred to so
extend, renew, substitute, replace, refinance or refund may be secured by Collateral or Principal Property, and (4) if
the Indebtedness being extended, renewed, substituted, replaced, refinanced or refunded was not secured by a Lienon Collateral or Principal Property, the Indebtedness incurred to so extend, renew, substitute, replace, refinance or
refund shall not be secured by Collateral or Principal Property.
(e)For purposes of this Section 6.1 and Section 6.2, (1) the creation of a Lien to secure Indebtedness
which existed prior to the creation of such Lien will be deemed to involve Indebtedness in an amount equal to thelesser of (x) the fair value (as determined in good faith by the Borrower) of the asset subjected to such Lien and(y) the principal amount secured by such Lien, and (2) in the event that Indebtedness secured by a Lien meets thecriteria of more than one of the types of Indebtedness secured by a Lien that is permitted pursuant to Section 6.1(a)or 6.1(c) the Borrower, in its sole discretion, will classify, and may reclassify, such Indebtedness and only berequired to include the amount and type of such Indebtedness as permitted pursuant to Section 6.1(a) or 6.1(c), andIndebtedness secured by a Lien may be divided and classified and reclassified into more than one of such types ofIndebtedness. In addition, for purposes of calculating compliance with this Section 6.1 or Section 6.2, in no event
will the amount of any Indebtedness be required to be included more than once in the same calculation (including inrespective calculations of Aggregate First Lien Debt, Domestic Priority Debt, Priority Debt, Aggregate Priority Debt
and Aggregate Domestic Priority Debt) despite the fact more than one Person is or becomes liable with respect tosuch Indebtedness and despite the fact such Indebtedness is secured by the assets of more than one Person anddespite the fact that such Indebtedness is both Indebtedness of a Restricted Subsidiary and Indebtedness secured by a
Lien (for example, and for avoidance of doubt, in the case where there are Liens on assets of one or more of the
Borrower and its Restricted Subsidiaries securing any Indebtedness, the amount of such Indebtedness secured shall
only be included once for purposes of such calculations).
6.2.
Limitation on Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries,
to create or incur any Lien on any Principal Property or on Collateral, in each case, whether now owned or hereafter
acquired, in order to secure any Indebtedness, except for (a) Permitted Liens and (b) other Liens securing
Indebtedness that is permitted pursuant to Section 6.1(c) or Section 6.1(d)(3). Notwithstanding the foregoing, theBorrower or any Restricted Subsidiary of the Borrower also may create or incur Liens that extend, renew, substituteor replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien
securing such Indebtedness).
6.3.

Merger, Consolidation, or Sale of Assets.

(a)
The Borrower may not consolidate with or merge with or into, or sell, assign, convey, transfer,lease or otherwise dispose of all or substantially all of the properties, rights and assets of the Borrower and its
Restricted Subsidiaries, taken as a whole, to any Person, in a single transaction or in a series of related transactions,
unless:(1)either (i) the Person formed by or surviving such consolidation or merger is the Borroweror (ii) the Person (if other than the Borrower) formed by such consolidation or into which the Borrower ismerged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of
the properties, rights and assets of the Borrower (the “Successor Company”), is an entity organized under
the laws of the United States of America, any State thereof or the District of Columbia; provided that such
53

Successor Company shall provide such information reasonably requested by the Administrative Agent or
any Lender for purposes of compliance with applicable “know your customer” rules and regulations;(2)in any such transaction in which there is a Successor Company, the Successor Company
expressly assumes the Obligations pursuant to joinder agreements or other documents reasonably
satisfactory to the Administrative Agent; and(3)
immediately after giving effect to the transaction, no Event of Default and no Default
shall have occurred and be continuing.
This Section 6.3 shall not apply to:(i)a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the
Borrower in another jurisdiction in the United States of America, any State thereof or the District ofColumbia; or(ii)
any consolidation or merger of (a) the Borrower into a Guarantor, (b) a Guarantor into the
Borrower or another Guarantor or (c) a Restricted Subsidiary of the Borrower into the Borrower or anotherRestricted Subsidiary of the Borrower; or(iii)
any sale, assignment, transfer, conveyance, lease or other disposition of property, rights
or assets (a) by the Borrower to a Guarantor, (b) by a Guarantor to the Borrower or another Guarantor or (c)by a Restricted Subsidiary of the Borrower to the Borrower or another Restricted Subsidiary of the
Borrower.
(b)Upon any consolidation of the Borrower with, or merger of the Borrower into, any other Person or
any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all the properties, rights
and assets of the Borrower to a Successor Company in accordance with the conditions described in Section 6.3(a),the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, theBorrower under this Agreement, the First Lien Intercreditor Agreement and the Security Documents with the same
effect as if such Successor Company had been named as the Borrower and thereafter, except in the case of a lease,the predecessor Person shall be relieved of all obligations and covenants under this Agreement, the First Lien
Intercreditor Agreement and the Security Documents.
6.4.

Limitation on Sale and Leaseback Transactions.

(a)
The Borrower will not, and will not permit any of its Restricted Subsidiaries, to enter into any saleand lease-back transaction with respect to any Principal Property or Collateral, whether now owned or hereafter
acquired, unless:(1)such transaction was entered into prior to the Closing Date;(2)such transaction was for the sale and leasing back to the Borrower or a Restricted
Subsidiary by the Borrower or any Restricted Subsidiary of any Principal Property or Collateral;(3)
such transaction involves a lease of Principal Property or Collateral executed by the timeof or within 18 months (or in the case of any transaction supported by the credit of an export credit agency,
24 months) after the later of (i) the acquisition or the completion of any such development, operation,
construction, alteration, repair or improvement of such property, assets or equipment or (ii) the placing into
commercial operation of such Principal Property or Collateral after the acquisition or completion of any
such development, operation, construction, alteration, repair or improvement;(4)such transaction involves a lease for not more than three years (or which may beterminated by the Borrower or the applicable Restricted Subsidiary within a period of not more than three
years);(5)
the Borrower or the applicable Restricted Subsidiary would be entitled to incur
Indebtedness secured by a Lien on the property to be leased in an amount equal to Attributable Debt withrespect to such sale and lease-back transaction pursuant to Section 6.1(a); or54

(6)the Borrower or the applicable Restricted Subsidiary applies an amount equal to the net
proceeds from the sale of the Principal Property to the purchase of other Principal Property or to theretirement, repurchase or other repayment or prepayment of the Loans or other Pari Passu Lien
Indebtedness within 365 calendar days before or after the effective date of any such sale and lease-backtransaction; and(b)
Notwithstanding the other provisions of Section 6.4(a), the Borrower and the applicable Restricted
Subsidiary may enter into any sale and lease-back transaction with respect to any Principal Property or Collateral if
the Borrower or the applicable Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on
the property to be leased in an amount equal to Attributable Debt with respect to such sale and lease-back transaction
pursuant to Section 6.1(c).
6.5.
Anti-Corruption Laws and Sanctions. The Borrower will not request any Borrowing orDocumentary Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective
directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Documentary Credit (a) infurtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anythingelse of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, tothe extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation
incorporated in the United States or in a European Union member state, or (c) in any manner that would result in theviolation of any Sanctions applicable to any party hereto.
6.6.

Financial Covenants.

(a)
The Borrower will not permit, as of the last day of any fiscal quarter of the Borrower, the Total
Leverage Ratio to exceed 2.75 to 1.00; provided that following the consummation of a Qualified Acquisition for thefour fiscal quarters of the Borrower then ended as set forth in the last Compliance Certificate delivered pursuant to
Section 5.2, the Total Leverage Ratio set forth above shall increase for each of the four fiscal quarters of the
Borrower ending following the consummation of a Qualified Acquisition to 3.00 to 1.00.
(b)
The Borrower will not permit, as of the last day of any fiscal quarter of the Borrower, the Interest
Coverage Ratio to be less than 3.50 to 1.00.
SECTION 7
Events of Default
7.1.

Events of Default. Each of the following is an “Event of Default”:(a)failure by the Borrower to pay principal of a Loan when due;(b)failure by the Borrower to pay (i) any interest or scheduled fees due under this Agreement or the
Security Documents for five Business Days after such amount” becomes due and (ii) any other obligation due under
this Agreement or the Security Documents for ten Business Days after such amount becomes due; provided thatduring any Unsecured Covenants Period, failure by the Borrower to make any such payments under the Security
Documents shall not be an Event of Default;(c)failure by the Borrower to comply with Section 6.6;(d)failure by the Borrower or any of its Restricted Subsidiaries to perform, or breach by the Borroweror any of its Restricted Subsidiaries of, any other covenant, agreement, representation or warranty or condition inthis Agreement or any Security Document for 30 calendar days after either the Administrative Agent or the Required
Lenders have given the Borrower written notice of the breach in the manner required by this Agreement;(e)default under any mortgage, indenture or instrument under which there is issued or by which there
is secured or evidenced any Indebtedness of the Borrower or any Guarantor, whether such Indebtedness or guarantee
now exists or is created after the Closing Date, if both: (a) such default either results from the failure to pay any
principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or suchdefault is with respect to another obligation under such Indebtedness and results in the holder or holders of such55

Indebtedness causing the payment of such Indebtedness to be accelerated and to become due prior to its statedmaturity without such Indebtedness (so long as such Indebtedness is not First Lien Debt) having been discharged orsuch acceleration having been cured, waived, rescinded or annulled within a period of thirty (30) calendar days; and(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness
not so paid when due, or the maturity of which has been so accelerated, aggregates $100,000,000 or more;(f)Relief Law:

the Borrower or any Significant Subsidiary, pursuant to or within the meaning of any Debtor(1)commences proceedings to be adjudicated bankrupt or insolvent;(2)
consents to the institution of bankruptcy or insolvency proceedings against it, or the filingby it of a petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding
up or relief under applicable Debtor Relief Laws;(3)
consents to the appointment of a receiver, interim receiver, receiver and manager,
liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its
property; or(4)(g)

makes a general assignment for the benefit of its creditors;

a court of competent jurisdiction enters an order or decree under any Debtor Relief Law that:(1)
is for relief against the Borrower or any Significant Subsidiary in a proceeding in which
the Borrower or any Significant Subsidiary is to be adjudicated bankrupt or insolvent;(2)
appoints a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee,
sequestrator or other similar official of the Borrower or any Significant Subsidiary, or for all or
substantially all of the property of the Borrower or any Significant Subsidiary; or(3)
Subsidiary;orders the liquidation, dissolution or winding up of the Borrower or any Significant

and the order or decree remains unstayed and in effect for 60 consecutive days;
provided that, in the cases of the foregoing clauses (f) and (g), (i) such event or circumstance is either (x) a voluntary
proceeding or results therefrom or (y) under or pursuant to the laws of such Person’s jurisdiction of incorporation ororganization or the jurisdiction in which its head office is located or the laws of the jurisdictions in which all or
substantially all its assets are located, and (ii) in no event shall any such event or circumstance constitute an Event of
Default if such event or circumstance is a result of a bankruptcy, insolvency, reorganization or other similar
proceeding with respect such Person or its assets or business that was ongoing or in process at the time such Person
became a Subsidiary of the Borrower (including any alternate proceedings) or other such proceedings that are in thenature of either a continuation or extension thereof;(h)other than during a Guarantee and Collateral Suspension Period, any of the Security Documents
shall cease, for any reason, to be in full force and effect (other than in accordance with its terms) with respect toCollateral with a book value greater than $150,000,000, or any Loan Party shall so assert, or any Lien (affecting
Collateral with a book value greater than $150,000,000) created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created thereby (other than, in each case, pursuant toa failure of the Administrative Agent, the Collateral Agent, any other agent appointed by the Administrative Agent,
the Collateral Agent or the Lenders to take any action within the sole control of such Person) (it being understoodthat the release of Collateral from the Security Documents or the discharge of a Guarantor therefrom shall not be
construed (x) as any of the Security Documents ceasing to be in full force and effect or (y) as any of the Liens
created thereunder ceasing to be enforceable or of the same priority and effect purported to be created thereby) andsuch Default continues for 60 calendar days after either the Administrative Agent or the Required Lenders havegiven the Borrower written notice of the Default in the manner required by this Agreement;(i)other than during a Guarantee and Collateral Suspension Period and except as permitted by thisAgreement or the Guarantee and Collateral Agreement, any Guaranty Reimbursement Obligation of a Significant
56

Subsidiary ceases, for any reason, to be in full force and effect (other than in accordance with its terms), or any
Significant Subsidiary that is a Guarantor denies or disaffirms in writing its obligations under its Guaranty
Reimbursement Obligation;(j)
An ERISA Event has occurred or is reasonably expected to occur that, when taken together withall other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected toresult in a Material Adverse Effect; and(k)

any Change of Control shall occur.

In the case of an Event of Default, then, and in every such event (other than an event with respect to the Borrower
described in clause (f) or (g) of this Section), and at any time thereafter during the continuance of such event, theAdministrative Agent may take any and all of the following actions: (A) at the request of the Required Revolving
Lenders, the Administrative Agent shall, by notice to the Borrower, (i) terminate the Revolving Commitments, andthereupon the Revolving Commitments shall terminate immediately and (ii) require that the Borrower provide cash
collateral as required in Section 2.4(j) and (B) at the request of the Required Lenders, the Administrative Agentshall, by noticed to the Borrower (i) declare the Loans then outstanding to be due and payable in whole (or in part, inwhich case any principal not so declared to be due and payable may thereafter be declared to be due and payable),and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerand (ii) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, theLenders and the Issuing Banks under the Loan Documents and Applicable Law. In case of any event with respect tothe Borrower described in clause (f) or (g) of this Section, the Commitments shall automatically terminate and theprincipal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall automatically become due and payable, and the obligation of the Borrower tocash collateralize the DC Exposure as provided in clause (ii) above shall automatically become effective, in eachcase, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.
In the event of a declaration of acceleration of the Loans because an Event of Default described in Section
7.1(e) has occurred and is continuing, the declaration of acceleration of the Loans shall be automatically annulled if
the event of default or payment default triggering such Event of Default pursuant to Section 7.1(e) shall be remediedor cured, or waived by the holders of the Indebtedness or the Indebtedness that gave rise to such Event of Default
shall have been discharged in full, within thirty (30) calendar days after declaration of acceleration with respect
thereto, and if (1) the annulment of the acceleration of the Loans would not conflict with any judgment or decree ofa court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium orinterest on the Loans that became due solely because of the acceleration of the Loans, have been cured or waived.
SECTION 8
The Agents
8.1.
Appointment. Each Lender and each Issuing Bank hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and eachsuch Lender and Issuing Bank irrevocably authorizes the Administrative Agent, in such capacity, to take such action
on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers andperform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and theother Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender and eachIssuing Bank hereby irrevocably designates and appoints the Collateral Agent as the agent of such Lender andIssuing Bank under this Agreement and the other Loan Documents, and each such Lender and Issuing Bank
irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of
this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly
delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with suchother powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in thisAgreement, none of the Administrative Agent and the Collateral Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any Lender or Issuing Bank, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or
any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent.
57

8.2.
Delegation of Duties. Each of the Administrative Agent and the Collateral Agent may execute anyof their duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact andshall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Administrative
Agent and the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys infact selected by it with reasonable care.
8.3.
Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors,
employees, agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to betaken by it or such Person under or in connection with this Agreement or any other Loan Document (except to theextent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction
to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any
manner to any of the Lenders or Issuing Banks for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate,report, statement or other document referred to or provided for in, or received by the Agent under or in connection
with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party aparty thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any
Lender or Issuing Bank to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books orrecords of any Loan Party.
8.4.
Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, andshall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, email message, statement, order or other document or conversation believed by it to be genuine andcorrect and to have been signed, sent or made by the proper Person or Persons and upon advice and statements oflegal counsel (including counsel to the Borrower), independent accountants and other experts reasonably selected by
the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof
for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Loan Document unless the Administrative Agent shall first receive such advice or
concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders and Issuing Banks) as it
deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and Issuing Banks against any andall liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under thisAgreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified
by this Agreement or any other Loan Document, all Lenders and Issuing Banks), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders and Issuing Banks and all future holdersof the Loans.
8.5.
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice ofthe occurrence of any Default or Event of Default unless it has received written notice from a Lender, Issuing Bankor the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice
is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof
to the Lenders and Issuing Banks. The Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement or
any other Loan Document, all Lenders and Issuing Banks); provided that unless and until the Administrative Agentshall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as the Administrative Agent shalldeem advisable in the best interests of the Lenders and Issuing Banks.
8.6.
Non-Reliance on the Agent and Other Lenders. Each Lender and each Issuing Bank expressly
acknowledges that neither the Agent nor any of their respective officers, directors, employees, agents, attorneys infact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken,
including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender or Issuing Bank. Each Lender and Issuing Bank represents
to the Agent that it has, independently and without reliance upon any Agent, any other Lender or any Issuing Bank,and based on such documents and information as it has deemed appropriate, made its own appraisal of andinvestigation into the business, operations, property, financial and other condition and creditworthiness of the Loan
Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.
58

Each Lender and Issuing Bank also represents that it will, independently and without reliance upon any Agent, anyother Lender or any Issuing Bank, and based on such documents and information as it shall deem appropriate at thetime, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under thisAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as
to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and theiraffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders andIssuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any
affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys in fact or affiliates.
8.7.
Indemnification. To the extent the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent, the Collateral Agent or any other agent under Section 9.5, the Lenders and Issuing Banks
severally agree to indemnify the Agent in their capacity as such (to the extent not reimbursed by the Borrower andwithout limiting the obligation of the Borrower to do so), ratably according to their respective Revolving Loan
Percentage in effect on the date on which indemnification is sought under this Section 8.7 (or, if indemnification issought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Revolving Loan Percentage immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsof any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on,
incurred by or asserted against such Agent, in any way relating to or arising out of, the Commitments, thisAgreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection
with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by
a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, grossnegligence or willful misconduct. The agreements in this Section 8.7 shall survive the payment of the Loans and allother amounts payable hereunder.
8.8.
Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits
from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under thisAgreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent,and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.
8.9.
Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent
upon 30 days’ notice to the Lenders, Issuing Bank and the Borrower. If the Administrative Agent shall resign as
Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appointfrom among the Lenders and Issuing Banks a successor agent for the Lenders and Issuing Banks, which successor
agent shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and theterm “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, andthe former Administrative Agent’s rights, powers and duties as an Administrative Agent shall be terminated, without
any other or further act or deed on the part of such former Administrative Agent or any of the parties to thisAgreement or any holders of the Loans. If no successor agent has accepted appointment as an Administrative Agentby the date that is ten (10) days following the retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders and IssuingBanks shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above. After the retiring Administrative Agent’s
resignation, the provisions of this Section 8 and Section 9.5 shall inure to its benefit as to any actions taken oromitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
8.10.

RESERVED.

8.11.
Collateral Security. Other than during a Guarantee and Collateral Suspension Period, theCollateral Agent will hold, administer and manage any Collateral pledged from time to time under the Guarantee
and Collateral Agreement either in its own name or as Collateral Agent, but each Lender shall hold a direct,
undivided pro rata beneficial interest therein, on the basis of its proportionate interest in the Secured Obligations, by59

reason of and as evidenced by this Agreement and the other Loan Documents, subject to the priority of payments
referenced in Section 6.4 of the Guarantee and Collateral Agreement.
8.12.
Enforcement by the Administrative Agent and Collateral Agent. All rights of action under thisAgreement and under the Notes and all rights to the Collateral hereunder may be enforced by the Administrative
Agent and the Collateral Agent and any suit or proceeding instituted by the Administrative Agent or the Collateral
Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent or Collateral Agent
without the necessity of joining as plaintiffs or defendants any other Lenders or Issuing Banks, and the recovery of
any judgment shall be for the benefit of Lenders and Issuing Banks subject to the expenses of the Administrative
Agent and the Collateral Agent.
8.13.
Withholding Tax. Each Lender and Issuing Bank shall severally indemnify the Administrative
Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes or Other Taxes attributable to such
Lender or Issuing Bank (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Non-Excluded Taxes or Other Taxes and without limiting the obligation of the Borrower to do so),(ii) any Taxes attributable to such Lender or Issuing Bank’s failure to comply with the provisions of Section 9.6(c)relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or
Issuing Bank, in each case, that are payable or paid by the Administrative Agent in connection with any Loan
Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes werecorrectly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount ofsuch payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive
absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off andapply any and all amounts at any time owing to such Lender and Issuing Bank under this Agreement or any other
Loan Document against any amount due to the Administrative Agent under this Section 8.13. The agreements inthis Section 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment ofrights by, or the replacement of, a Lender or Issuing Bank, the termination of this Agreement and the repayment,satisfaction or discharge of all other Obligations.
8.14.
Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to thedate such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that at least one of the following is and will be true:(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of
one or more Benefit Plans in connection with the Loans, the Documentary Credits or the Commitments,(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a classexemption for certain transactions determined by independent qualified professional asset managers), PTE
95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1
(a class exemption for certain transactions involving insurance company pooled separate accounts), PTE
91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23(a class exemption for certain transactions determined by in-house asset managers), is applicable withrespect to such Lender’s entrance into, participation in, administration of and performance of the Loans, theDocumentary Credits, the Commitments and this Agreement, and the conditions for exemptive relief
thereunder are and will continue to be satisfied in connection therewith,(iii) (A) such Lender is an investment fund managed by a “Qualified Professional AssetManager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager
made the investment decision on behalf of such Lender to enter into, participate in, administer and performthe Loans, the Documentary Credits, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Documentary Credits, theCommitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of
PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of
PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of andperformance of the Loans, the Documentary Credits, the Commitments and this Agreement, or(iv) such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender.
60

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lenderor such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in theimmediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to thedate such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that:(i) none of the Administrative Agent, or any Arranger or any of their respective Affiliates is afiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise
of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related to hereto or thereto),(ii) the Person making the investment decision on behalf of such Lender with respect to theentrance into, participation in, administration of and performance of the Loans, the Documentary Credits,
the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as
amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer orother person that holds, or has under management or control, total assets of at least $50 million, in eachcase as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),(iii) the Person making the investment decision on behalf of such Lender with respect to theentrance into, participation in, administration of and performance of the Loans, the Documentary Credits,
the Commitments and this Agreement is capable of evaluating investment risks independently, both ingeneral and with regard to particular transactions and investment strategies (including in respect of theobligations),(iv) the Person making the investment decision on behalf of such Lender with respect to theentrance into, participation in, administration of and performance of the Loans, the Documentary Credits,
the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to theLoans, the Documentary Credits, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and(v) no fee or other compensation is being paid directly to the Administrative Agent, or any
Arranger or any their respective Affiliates for investment advice (as opposed to other services) inconnection with the Loans, the Documentary Credits, the Commitments or this Agreement.
(c) The Administrative Agent, and each Arranger hereby informs the Lenders that each such Person is notundertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with thetransactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated
hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to theLoans, the Documentary Credits, the Commitments and this Agreement, (ii) may recognize a gain if it extended theLoans, the Documentary Credits or the Commitments for an amount less than the amount being paid for an interestin the Loans, the Documentary Credits or the Commitments by such Lender or (iii) may receive fees or otherpayments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees,
agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees,
fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
SECTION 9
Miscellaneous
9.1.

Amendments and Waivers.

(a)None of this Agreement, any Note, any other Loan Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1. Except tothe extent otherwise provided in (or permitted by) the Guarantee and Collateral Agreement, the Required Lenders
and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders,61the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (I) enter
into written amendments, supplements or modifications hereto or to the other Loan Documents for the purpose ofadding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of theLenders or of the Loan Parties hereunder or thereunder or (II) waive, on such terms and conditions as the Required
Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements ofthis Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or modification shall (A)(i) forgive the principal
amount or extend the final scheduled date of maturity of any Loan, (ii) reduce the stated rate of any interest or fee
payable hereunder (except in connection with the waiver of applicability of any post-default increase in interest rates(which waiver shall be effective with the consent of the Required Lenders)) or extend the scheduled date of any
payment thereof, (iii) increase the amount or extend the expiration date of any Lender’s Commitment (it being
understood that a waiver of any Event of Default or Default shall not be deemed to be an increase in the amount ofor extension of the expiration date of any Lender’s Commitments ), or (iv) release all or substantially all of the
Collateral for the Obligations or release all or substantially all of the Guarantors (except, in either case, as expressly
permitted by the Loan Documents, including in accordance with Section 9.14), in each case without the writtenconsent of each Lender directly affected thereby, (B) RESERVED; (C) without the consent of all the Lenders,(i) amend, modify or waive any provision of this Section 9.1(a) or any other provision of any Section hereof
expressly requiring the consent of all the Lenders (except, in either case, for technical amendments with respect toadditional extensions of credit pursuant to this Agreement which afford protections to such additional extensions ofcredit of the type provided to the Commitments on the Closing Date), or (ii) reduce the percentage specified in orotherwise change the definition of Required Lenders (it being understood that, with the consent of the Required
Lenders or as otherwise permitted hereunder, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same basis as the extensions ofCommitments are included on the Closing Date), or (iii) change Section 2.17 in a manner that would alter the pro
rata sharing of payments required thereby (other than as permitted thereby or by Section 9.1(b)), (D) amend, modify
or waive any provision of Section 8 or any other provision of this Agreement or the other Loan Documents, which
affects, the rights, duties or obligations of the Administrative Agent without the written consent of the
Administrative Agent and (E) require consent of any Person to an amendment to this Agreement made pursuant to
Section 2.27 other than the Borrower and each Lender participating in the respective Extension; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or
Issuing Banks hereunder without the prior written consent of the Administrative Agent and Issuing Banks. Any such
waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall bebinding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In thecase of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder and under any other Loan Documents, and any Default or Event of Default waived
shall be deemed to have not occurred or to be cured and not continuing, as the parties may agree; but no such waiver
shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In
addition, notwithstanding the foregoing provisions of this Section 9.1(a), only the consent of the Required Lenders
and the Borrower shall be required in respect of any amendments or modifications of the following definitions:“Guarantee and Collateral Suspension Period” and “Guarantee and Collateral Period”.
(b)
Notwithstanding anything to the contrary contained in this Section 9.1, if the Administrative Agentand the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial
nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shallbe permitted to amend such provision and such amendment shall become effective without any further action orconsent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders
within ten (10) Business Days following receipt of notice thereof. Notwithstanding anything to the contrary in thisAgreement or the other Loan Documents, the Administrative Agent and the Collateral Agent are each hereby
irrevocably authorized by each Lender and Issuing Bank (and each such Lender and Issuing Bank expressly
consents), without any further action or the consent of any other party to any Loan Document, to make any technicalamendments to the Guarantee and Collateral Agreement to correct any cross-references therein to any provision ofthis Agreement that may be necessary in order to properly reflect the amendments made to this Agreement.
(c)
Notwithstanding anything to the contrary contained in the Loan Documents, the Loans of any
Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan
Documents and shall be excluded in determining whether all Lenders, all affected Lenders or the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to thisSection 9.1); provided that any waiver, amendment or modification (i) requiring the consent of all Lenders or (ii)62each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require theconsent of each Defaulting Lender.
(d)
Notwithstanding the foregoing, (i) only the consent of the Required Revolving Lenders (and theconsent of Required Lenders for any other Class of Credit Facility to the extent such consent is expressly required in
the related Incremental Amendment) shall be required in respect of amendments, modifications or waivers of thefinancial covenants set forth in Section 6.6 (or any component definition thereof to the extent applicable thereto) and(ii) only the consent of the Required Revolving Lenders shall be required with respect to waivers of any conditions
to the Borrowing of any Revolving Loans, and any such amendment, modification or waiver may be made without
the consent of any other Lender (including, for the avoidance of doubt, the Required Lenders).
9.2.

Notices.

(a)
All notices, requests and demands to or upon the respective parties hereto to be effective shall bein writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when received, addressed as follows in the case of the Loan Parties and the Administrative
Agent, and as set forth in the administrative questionnaire delivered to the Administrative Agent in the case of theLenders and Issuing Banks, or to such other address as may be hereafter notified by the respective parties hereto andany future parties:
The Borrower:

Micron Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83716-9632
Attention: General Counsel
with copies (which shall not constitute notice) to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Attention: John Fore
Telecopier No.: 650-493-6811

The Administrative Agent:

JPMorgan Chase Bank, N.A.
JPM Loan & Agency Services
10 S. Dearborn St
Chicago, IL 60603
Attention: Pastell Jenkins
Telephone: 312-732-2568
Email: Jpm.agency.cri@jpmorgan.com
with copies (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attention: Justin M. Lungstrum
Telecopier No.: 212-455-2502(b)
Notices and other communications to the Lenders and Issuing Banks hereunder may be deliveredor furnished by electronic communications (including e-mail and Internet or intranet websites or other information
platform) (the “Platform”) pursuant to procedures approved by the Administrative Agent; provided that theforegoing shall not apply to notices pursuant to Sections 2.2, 2.4, 2.7, 2.8(e), 2.11, 2.13, 2.14, 2.15, 2.20 and 2.27(d)unless otherwise agreed by the Administrative Agent and the applicable Lender or the applicable Issuing Bank. The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that approval of suchprocedures may be limited to particular notices or communications. Unless the Administrative Agent otherwiseprescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon thesender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
63function, as available, return e-mail or other written acknowledgement), provided that if such notice or othercommunication is not sent during the normal business hours of the recipient, such notice or communication shall bedeemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices orcommunications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by theintended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice orcommunication is available and identifying the website address therefor.
(c)

RESERVED.

(d)Each of the Loan Parties understands that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution
and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by thewillful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable
judgment of a court of competent jurisdiction.
(e)
The Platform and any Approved Electronic Communications are provided “as is” and “asavailable”. None of the Agent or any of their respective officers, directors, employees, agents, advisors or
representatives warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the
Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic
Communications. No warranty of any kind, express, implied or statutory, including any warranty ofmerchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses orother code defects is made by any of the Agent or any of their respective officers, directors, employees, agents,
advisors or representatives in connection with the Platform or the Approved Electronic Communications.
(f)Each of the Loan Parties, the Lenders, Issuing Banks and the Agent agree that Administrative
Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform inaccordance with the Administrative Agent’s customary document retention procedures and policies.
9.3.
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the partof the Administrative Agent, any Lender or any Issuing Bank, any right, remedy, power or privilege hereunder orunder the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulativeand not exclusive of any rights, remedies, powers and privileges provided by law.
9.4.
Survival of Representations and Warranties. All representations and warranties made hereunder,
in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or inconnection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and theother extensions of credit hereunder.
9.5.
Payment of Expenses. The Borrower agrees (a) to pay or reimburse each of the Administrative
Agent and the Collateral Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred inconnection with (i) the development, negotiation, preparation, execution and delivery of this Agreement, the Notes
and any other documents prepared in connection herewith or therewith, including any amendment, supplement or
modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated
hereby and thereby, and the reasonable fees and disbursements of one counsel to the Administrative Agent, theCollateral Agent and the Arrangers, taken as a whole (and, to the extent necessary, one local counsel in each relevant
jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential conflict of interest,
one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole),
and security interest filing and recording fees and expenses, (b) to pay or reimburse the Administrative Agent, theCollateral Agent, each Lender and each Issuing Bank for all its reasonable costs and expenses reasonably incurred inconnection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan
Documents and any such other documents following the occurrence and during the continuance of an Event of
Default, including without limitation, the reasonable fees and disbursements of one counsel to the Administrative
Agent, the Collateral Agent, the Lenders and Issuing Banks and each of their respective affiliates, taken as a whole(and, to the extent reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken asa whole, and, solely in the case of an actual or potential conflict of interest, one additional local counsel in eachrelevant jurisdiction to the affected entities similarly situated, taken as a whole), and (c) to pay, and indemnify andhold harmless each Lender, each Arranger, the Collateral Agent, the Administrative Agent, each Issuing Bank and64each of their respective Affiliates, directors, officers, employees, representatives, partners and agents (each, an“Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution,delivery, enforcement, performance, preservation of rights and administration of this Agreement, the Notes, the other
Loan Documents or the use of the proceeds of the Loans or any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the operations of the Loan Parties or
any of their respective properties and the reasonable fees and expenses of one legal counsel for the Indemnitees
taken as a whole in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under
any Loan Document (all the foregoing in this clause (c), collectively, the “indemnified liabilities”), provided that the
Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities to the extent(x) determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, grossnegligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons, (y) resulting froma material breach by such Indemnitee or any of such Indemnitee’s Related Persons of its material obligations under
this Agreement or the other Loan Documents or (z) related to any dispute solely among Indemnitees other than any
claims against any Indemnitee in its capacity or in fulfilling its role as an Agent, an Issuing Bank, an Arranger or any
similar role under this Agreement and the other Loan Documents and other than any claims involving any act oromission on the part of the Borrower or its Subsidiaries; provided, further, that the Borrower shall in no event be
responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to this Section 9.5
except such consequential, indirect, special or punitive damages required to be paid by such Indemnitee in respect of
any indemnified liabilities. Without limiting the foregoing, and to the extent permitted by applicable law, theBorrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands,
penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related toEnvironmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent
permitted by applicable law, no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party
hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, each Arranger, each Agent,each Issuing Bank and their respective affiliates, directors, officers, employees, attorneys, representatives, agents or
sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to director actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicablelegal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any
Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, thetransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or
event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf ofthemselves and each of their respective Subsidiaries, not to sue upon any such claim or any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5
shall be payable not later than 10 days after written demand therefor. The agreements in this Section shall survive
the termination of this Agreement and repayment of the Loans and all other amounts payable hereunder. This
Section 9.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.
arising from any non-Tax claim.
9.6.

Successors and Assigns; Participations.

(a)
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted, except that (i) unless otherwise permitted by
Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunderwithout the prior written consent of each Lender and Issuing Bank (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section.
(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one ormore assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:(A)
the Borrower (such consent not to be unreasonably withheld, delayed or
conditioned), provided that no consent of the Borrower shall be required for an assignment to a
Lender, a depositary institution affiliate of a Lender having access to discount window credit of
the Federal Reserve (as defined below), in the case of any Incremental Term Loan, Approved
Fund, or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, anyother Person; provided further that, with respect to any Incremental Term Loans, the Borrower’s
65

consent shall be deemed to have been given if the Borrower has not responded within fiveBusiness Days;(B)
the Administrative Agent (such consent not to be unreasonably withheld,
delayed or conditioned), provided that no consent of the Administrative Agent shall be required foran assignment to a Lender, an affiliate of a Lender or an Approved Fund; and(C)each Issuing Bank (such consent not to be unreasonably withheld, delayed or
conditioned), provided that no consent of the Issuing Banks shall be required for an assignment toa Lender, an affiliate of a Lender or an Approved Fund.
(ii)

Assignments shall be subject to the following additional conditions:(A)
except in the case of an assignment to a Lender, an affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning Lender’sCommitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance with respect tosuch assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, inthe case of Incremental Term Loans, $1,000,000) unless each of the Borrower and theAdministrative Agent otherwise consent, provided that (1) no such consent of the Borrower shallbe required if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing and(2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved
Funds, if any;(B)(1) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500(although the Borrower shall not be responsible for the payment of the recordation fee unless the
Borrower has chosen to replace a Lender pursuant to Section 2.26) and (2) the assigning Lendershall have paid in full any amounts owing by it to the Administrative Agent;(C)
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agentan administrative questionnaire in which the Assignee designates one or more credit contacts towhom all syndicate-level information (which may contain material non-public information about
the Borrower and its Affiliates and their related parties or their respective securities) will be madeavailable and who may receive such information in accordance with the assignee’s compliance
procedures and applicable laws, including federal and state securities laws;(D)
any partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to any single
Class of Loans and related Commitments, except that this clause (D) shall not prohibit any Lenderfrom assigning all or a portion of its rights and obligations among separate Classes on a non- prorata basis; and(E)none of the Loan Parties, their respective Affiliates or any natural person shallbe an Assignee hereunder.
For the purposes of this Section 9.6, “Approved Fund” means any Person (other than a natural person) thatis engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) anentity or an affiliate of an entity that administers or manages a Lender.
(iii)
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, fromand after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be aparty hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its obligations under thisAgreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights
and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to beentitled to the benefits of Sections 2.18, 2.19, 2.20 and 9.5 for the period of time in which it was a Lender66

hereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender ofa participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv)
The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a registerfor the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amount (and interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the
Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in theRegister pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon reasonable prior notice. Any assignment
shall be effective only upon appropriate entries with respect thereto being made in the Register.
(v)
Upon its receipt of an Assignment and Acceptance (executed via an electronic settlement
system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent,manually)), by a transferor Lender and an Assignee, as the case may be (and, in the case of an Assignee thatis not then a Lender, by the Administrative Agent and the Borrower to the extent required under this Section
9.6), together with payment to the Administrative Agent by the transferor Lender or the Assignee of arecordation and processing fee of $3,500 (which fee may be waived or reduced in the sole discretion of the
Administrative Agent), the Administrative Agent shall (i) promptly accept such Assignment andAcceptance, (ii) on the effective date of such transfer determined pursuant thereto record the information
contained therein in the Register and (iii) give notice of such acceptance and recordation to the transferor
Lender, the Assignee and the Borrower.
(c)
Any Lender may, without the consent of the Borrower, the Administrative Agent or any IssuingBank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’srights and obligations under this Agreement (including all or a portion of its Loans owing to it); provided that(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, theAdministrative Agent and the other Lenders shall continue to deal solely and directly with such Lender inconnection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and the other Loan Documents and to approve any amendment, modification or waiver of any provision of thisAgreement and any other Loan Document or to otherwise exercise its voting righting rights under this Agreement
and any other Loan Document; provided that such agreement may provide that such Lender will not, without theconsent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each
Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1(a) and (2) directly
affects such Participant. Subject to paragraph (c)(i) of this Section, the Borrower agrees that each Participant shallbe entitled to the benefits of Sections 2.18, 2.19 and 2.20 (subject to the requirements and limitations of suchsections and Sections 2.21 and 2.26 and it being understood that the documentation required under Section 2.19(e)shall be delivered solely to the participating Lender) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participantalso shall be entitled to the benefits of Section 9.7(b) as though it were a Lender, provided such Participant shall be
subject to Section 9.7(a) as though it were a Lender.
(i)
A Participant shall not be entitled to receive any greater payment under Section 2.18, 2.19
or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation soldto such Participant, except to the extent that any entitlement to a greater payment results from a change in
any Requirement of Law arising after such Participant became a Participant.
(ii)
Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of eachparticipant and the principal amounts (and related interest amounts) of each participant’s interest in the
Loans or other obligations under this Agreement (the “Participant Register”). The entries in a Participant
Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name isrecorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any
67

portion of a Participant Register to any Person (including the identity of any Participant or any information
relating to a Participant’s interest in any Loans) except to the extent that such disclosure is necessary toestablish that such Loan is in registered form under Section 5f.103(c) of the United States Treasury
Regulations or, if different, under Sections 871(h) or 881(c) of the Code.
(d)
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.
(e)Subject to Section 9.15, the Borrower authorizes each Lender to disclose to any Transferee andany prospective Transferee (in each case which agrees to comply with the provisions of Section 9.15 orconfidentiality requirements no less restrictive on such prospective transferee than those set forth in Section 9.15)
any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan
Document or which has been delivered to such Lender by or on behalf of the Borrower in connection with such
Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.
9.7.

Adjustments; Setoff.

(a)Except to the extent that this Agreement, any other Loan Document or a court order expressly
provides or permits for payments to be allocated to a particular Lender or Issuing Bank or to the Lenders and IssuingBanks, if any Lender or Issuing Bank (a “Benefited Lender”) shall receive any payment of all or part of the
Obligations owing to it (other than in connection with an assignment or participation made pursuant to Section 9.6),
or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender or Issuing Bank, if any, in respect of
the Obligations owing to such other Lender or Issuing Bank, such Benefited Lender shall purchase for cash from theother Lenders and Issuing Banks a participating interest in such portion of the Obligations owing to each such other
Lender and Issuing Bank, or shall provide such other Lenders and Issuing Banks with the benefits of any suchcollateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of suchcollateral ratably with each of the Lenders and Issuing Banks; provided that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and thepurchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding anything
to the contrary contained in this Section 9.7(a), no extension of Loans that is permitted under Section 2.27 shallconstitute a payment of any of such Loans for purposes of this Section 9.7.
(b)
In addition to any rights and remedies of the Lenders and Issuing Banks provided by law andsubject to the terms of the Guarantee and Collateral Agreement, each Lender and Issuing Bank shall have the right,
unless otherwise agreed in writing by such Lender or Issuing Bank with the Borrower, without notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon
any Obligations becoming due and payable by the Borrower (whether at the stated maturity, by acceleration orotherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held orowing by such Lender, such Issuing Bank, any affiliate thereof or any of their respective branches or agencies to or
for the credit or the account of the Borrower. Each Lender and Issuing Bank agrees promptly to notify the Borrower
and the Administrative Agent after any such application made by such Lender or Issuing Bank, provided that the
failure to give such notice shall not affect the validity of such application.
9.8.
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or emailtransmission shall be effective as delivery of a manually executed counterpart hereof.
9.9.
Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shallnot invalidate or render unenforceable such provision in any other jurisdiction.
689.10.
Integration. This Agreement and the other Loan Documents represent the entire agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there
are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative tothe subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
9.11.
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12.

Submission To Jurisdiction; Waivers.

(a)
Subject to clause (b)(iii) of this Section 9.12, each party hereto hereby irrevocably andunconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement andthe other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States
for the Southern District of New York, and appellate courts from any thereof, in each case that are located in the
Borough of Manhattan, the City of New York;(b)

The Borrower hereby irrevocably and unconditionally:(i)agrees that any such action or proceeding shall be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any such courtor that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the
same;
(ii)
agrees that service of process in any such action or proceeding may be effected bymailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to the Borrower at its address set forth in Section 9.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;(iii)
agrees that nothing herein shall affect the right to effect service of process in any othermanner permitted by law or shall limit the right of any Agent, any Arranger or any Lender to sue in any
other jurisdiction; and(iv)
waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive orconsequential damages.
9.13.

Acknowledgements. The Borrower hereby acknowledges that:(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and theother Loan Documents;(b)
notwithstanding the provisions of this Agreement or any of the other Loan Documents, theArrangers shall have no powers, duties, responsibilities or liabilities with respect to this Agreement and the other
Loan Documents;(c)
the Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates may have economic
interests that conflict with those of the Borrower; and(d)no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue ofthe transactions contemplated hereby among the Lenders, among the Issuing Banks or among the Borrower and theLenders.
9.14.

Releases of Guarantees and Liens.

(a)
Notwithstanding anything to the contrary contained herein or in any other Loan Document, eachof the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender and Issuing69Bank (and each such Lender and Issuing Bank hereby expressly consents) (without requirement of notice to orconsent of any Lender or Issuing Bank except as expressly required by Section 9.1(a)), and each of the
Administrative Agent and the Collateral Agent hereby agrees with the Borrower, to take any action reasonably
requested by the Borrower to effect the release of any Collateral or Guarantor from its guarantee obligations (i)during a Guarantee and Collateral Suspension Period, (ii) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a)including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor(other than to the Borrower or another Guarantor), including as a result of any investments of Collateral in nonGuarantor Subsidiaries to the extent not prohibited by the Loan Documents, (iii) to the extent any such release ispermitted at such time pursuant to the Guarantee and Collateral Agreement (including in connection with the grantof a Permitted Prior Lien (as defined in the Guarantee and Collateral Agreement) or (iv) under the circumstances
described in paragraphs (b) or (c) below (and, upon the consummation of any such transaction in preceding clause(ii), (iii) or (iv), such Collateral shall be transferred free and clear of all Liens under the Security Documents and/or
such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement).
(b)
At such time as the Commitments shall have been terminated and the Loans and the otherobligations under the Loan Documents shall have been paid in full, the Collateral shall be released from the Liens
created by the Security Documents with respect to the Loans, and the Security Documents and all obligations withrespect to the Loans (other than those expressly stated to survive such termination) of the Administrative Agent, theCollateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any
instrument or performance of any act by any Person.
(c)
Notwithstanding anything to the contrary contained herein or in any other Loan Document, theLenders and Issuing Banks hereby agree, and each of the Administrative Agent and the Collateral Agent is hereby
irrevocably authorized by each Lender and Issuing Bank (without requirement of notice to or consent of any Lenderor Issuing Bank) to take any action required by the Borrower having the effect of releasing a Guarantor from its
guarantee obligations hereunder and as a Grantor under the Security Documents if (i) all or substantially all of theassets of such Guarantor have been sold or otherwise disposed of (including by way of merger or consolidation) to a
Person that is not a Borrower or a Guarantor or (ii) such Guarantor has been liquidated or dissolved.
(d)
In connection with any release of Collateral of the type described above in clause (a) or (c) or any
other transaction involving Collateral which transaction is not prohibited by the Loan Documents, notwithstanding
anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and theCollateral Agent is hereby irrevocably authorized by each Lender and Issuing Bank (and each such Lender andIssuing Bank hereby expressly consents) (without requirement of notice to or consent of any Lender or Issuing
except as expressly required by Section 9.1(a)) to take any action with respect to the Collateral requested by the
Borrower to the extent necessary to evidence such release or other transaction, including without limitation,
directing the Collateral Agent to execute agreements (including, without limitation, with third parties) with respect
to any Collateral, upon the delivery to the Administrative Agent and Collateral Agent of a certificate signed by an
officer of the Borrower stating that such action and the release of the Collateral or other transaction, as applicable, ispermitted by each Security Document.
(e)

The Guarantee of the Obligations by any Guarantor will terminate upon:(1)
a sale or other disposition (including by way of consolidation or merger) of the Capital
Stock of such Guarantor such that such Guarantor is no longer a Restricted Subsidiary of the Borrower;(2)

designation of such Guarantor as an Excluded Subsidiary pursuant to Section 5.9;

(3)
if such Guarantor was not required to Guarantee the Obligations pursuant to Section 5.6
but did so at its option, the request by such Guarantor of release at any time; provided that after giving
effect to such release the Borrower would be in compliance with the covenants set forth in Sections 5.6 and
6.1; and(4)
upon the occurrence of a Guarantee and Collateral Suspension Period, subject toreinstatement pursuant to Section 9.14(f).
The Administrative Agent will execute any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Guarantee pursuant to the foregoing.
70

(f)Notwithstanding anything to the contrary contained in this Agreement or any Loan Document, onor following a Guarantee and Collateral Suspension Date, (a) the Borrower shall be entitled to request by written
notice to the Administrative Agent and Collateral Agent the release of any or all of the Liens granted on the
Collateral and the release of any or all of the Guarantors from their obligations under any Guarantee of the
Obligations, (b) the Lenders hereby irrevocably agree such Liens shall automatically be released and any Guaranteeof the Obligations shall automatically be discharged and released without any further action by any Person (and theAdministrative Agent and Collateral Agent shall (and are authorized by the Lenders to), at the expense of the
Borrower, take all steps reasonably requested by the Borrower to promptly evidence or confirm any such release)and (c) the Unsecured Covenant Period shall become effective.
(g)
Notwithstanding anything to the contrary contained herein or in any other Loan Document, theLenders and Issuing Banks hereby agree, and each of the Administrative Agent and the Collateral Agent is hereby
irrevocably authorized by each Lender and Issuing Bank (without requirement of notice to or consent of any Lenderor Issuing Bank) to amend any Security Document, enter into any new Security Document and make filings related
thereto in connection with any Secured Covenant Reinstatement Event.
(h)If, after any Guarantee and Collateral Suspension Date, a Secured Covenant Reinstatement Eventoccurs, the Guarantee and Collateral Suspension Period shall terminate and all Collateral and the Security
Documents, and all Liens granted or purported to be granted therein, and all guaranties of the Guarantors of the
Obligations, shall be reinstated on the same terms as of the applicable Collateral Reinstatement Date, and the Loan
Parties shall, at their sole cost and expense, take all actions and execute and deliver all documents including thedelivery of new guaranty and pledge and security documents, UCC-1 financing statements and stock certificatesaccompanied by stock powers reasonably requested by the Administrative Agent or Collateral Agent as necessary tocreate and perfect the Liens of the Collateral Agent in such Collateral, in form and substance reasonably satisfactory
to the Administrative Agent and Collateral Agent, within 90 days of such Secured Covenant Reinstatement Event (orsuch longer period as the Administrative Agent may agree in its sole discretion) (the first date on which a newpledge and or security document is required to be delivered pursuant to the foregoing, the “Collateral Reinstatement
Date”). Upon the occurrence of a Secured Covenant Reinstatement Event, a Secured Covenants Period shall be ineffect until such time as a subsequent Guarantee and Collateral Suspension Date shall occur. Notwithstanding
anything to the contrary contained in this Agreement or any Loan Document, no action taken or omitted to be takenby the Borrower or any of its Restricted Subsidiaries during a Unsecured Covenants Period shall give rise to a
Default or Event of Default on or after a Secured Covenant Reinstatement Event so long as such action or omission
was permitted during such Unsecured Covenants Period.
(i)
For purposes of this Agreement, (i) the period of time between a Guarantee and Collateral
Suspension Date and the subsequent Collateral Reinstatement Date is referred to as the “Guarantee and Collateral
Suspension Period,” (ii) any period of time prior to the first Guarantee and Collateral Suspension Date, or following
the first Guarantee and Collateral Suspension Date and after a Collateral Reinstatement Date but prior to thesubsequent Guarantee and Collateral Suspension Date, is referred to as a “Guarantee and Collateral Period”, (iii) the
period of time between a Guarantee and Collateral Suspension Date and the date of the subsequent Secured
Covenant Reinstatement Event, is referred to as the “Unsecured Covenants Period” and (iv) any period of time prior
to the first Guarantee and Collateral Suspension Date, or following the first Guarantee and Collateral Suspension
Date and after a Secured Covenant Reinstatement Event but prior to the subsequent Guarantee and Collateral
Suspension Date, is referred to as the “Secured Covenants Period”.
(j)During any Guarantee and Collateral Suspension Period, any representation, warranty or covenantcontained in any Loan Document relating to any Collateral or Guarantor released pursuant to this Section 9.14 shallno longer be deemed to be repeated with respect to such released Collateral or released Guarantor.
9.15.
Confidentiality. Each Agent, each Arranger, each Lender, each Issuing Bank agrees to keep
confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lenderpursuant to or in connection with this Agreement; provided that nothing herein shall prevent any Agent, any
Arranger, any Lender or Issuing Bank from disclosing any such information (a) to the Administrative Agent, anyother Lender or any affiliate thereof (so long as such affiliate agrees to be bound by the provisions of thisSection 9.15), (b) subject to an agreement to comply with provisions no less restrictive than this Section 9.15, or to
any actual or prospective Transferee (or any professional advisor to such counterparty), (c) to its employees,
directors, officers, agents, attorneys, accountants, partners and other professional advisors or those of any of its
affiliates, (d) upon the request or demand, or in accordance with the requirements (including reporting
requirements), of any Governmental Authority having jurisdiction over such Lender, provided that to the extent
71permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except withrespect to any audit or examination conducted by bank accountants or any governmental bank authority exercisingexamination or regulatory authority), I in response to any order of any court or other Governmental Authority or as
may otherwise be required pursuant to any Requirement of Law or other legal process, provided that to the extent
permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except withrespect to any audit or examination conducted by bank accountants or any governmental bank authority exercisingexamination or regulatory authority), (f) if requested or required to do so in connection with any litigation or similar
proceeding; provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan
Party of such disclosure, (g) to the extent such information has been independently developed by such Lender or thathas been publicly disclosed other than in breach of this Agreement, (h) to the National Association of InsuranceCommissioners or any similar organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or(i) in connection with the exercise of any remedy hereunder or under any other Loan Document.
Each Lender acknowledges that all information, including requests for waivers and amendments, furnishedby the Borrower or the Administrative Agent pursuant to, or in the course of administering this Agreement or theother Loan Documents, will be syndicate-level information, which may (except as provided in the following
paragraph) contain material non-public information concerning the Borrower and its Affiliates and their relatedparties or their respective securities. Accordingly, each Lender confirms to the Borrower and the Administrative
Agent that (i) it has developed compliance procedures regarding the use of material non-public information, (ii) it
has identified in its administrative questionnaire a credit contact who may receive information that may containmaterial non-public information in accordance with its compliance procedures and applicable law, including federal
and state securities laws and (iii) it will handle such material non-public information in accordance with those
procedures and applicable law, including federal and state securities laws.
The Borrower acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do notwish to receive material non-public information with respect to the Borrower, its subsidiaries or their securities)(each, a “Public Lender”) and, if documents required to be delivered pursuant to Section 5.1 or 5.2 or otherwise arebeing distributed through the Platform, the Borrower agrees to designate those documents or other information thatare suitable for delivery to the Public Lenders as such. Any document that the Borrower has indicated contains nonpublic information shall not be posted on that portion of the Platform designated for such Public Lenders. If the
Borrower has not indicated whether a document delivered pursuant to Section 5.1 or 5.2 contains non-public
information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the
Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower,
its Subsidiaries and their securities. The Borrower acknowledges and agrees that copies of the Loan Documents
may be distributed to Public Lenders (unless the Borrower promptly notifies the Administrative Agent that any such
document contains material non-public information with respect to the Borrower or its securities).
9.16.
WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE LENDERS AND THE ISSUING BANKS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.17.
Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each
Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record informationthat identifies each Loan Party, which information includes the name and address of such Loan Party and otherinformation that will allow such Lender to identify such Loan Party in accordance with the Patriot Act. The
Borrower shall, and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, suchinformation and take such actions as are reasonably requested by each Lender and the Administrative Agent tomaintain compliance with the Patriot Act.
9.18.
No Fiduciary Duty. Each Agent, each Lender, the Arrangers, the Issuing Banks and theirrespective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic intereststhat conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in
the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciaryor other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on
the other. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the72

process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower,
its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights orremedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, iscurrently advising or will advise the Borrower, its stockholders or its affiliates on other matters) or any otherobligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender isacting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors
or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal andfinancial advisors to the extent it deemed appropriate and that it is responsible for making its own independentjudgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not
claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to
the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified
on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities,
responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers intheir respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, theAdministrative Agent or any other Person by reason of this Agreement or any other Loan Document.
9.19.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any
such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any
Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority andagrees and consents to, and acknowledges and agrees to be bound by:(a)
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to
any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial
Institution; and(b)the effects of any Bail-In Action on any such liability, including, if applicable:(1)

a reduction in full or in part or cancellation of any such liability;(2)
a conversion of all, or a portion of, such liability into shares or other instruments ofownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it
or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by itin lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or(3)
the variation of the terms of such liability in connection with the exercise of the WriteDown and Conversion Powers of any EEA Resolution Authority.
9.20.
Lien Sharing and Priority Confirmation. Each Lender party to this Agreement, and theAdministrative Agent on behalf of the Lenders, hereby agree that:(a)all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time
granted by the Borrower or any other Grantor to secure any Obligations (as defined in the First Lien Intercreditor
Agreement) in respect of this Agreement and the Loan Documents, whether or not upon property otherwise
constituting collateral for such Obligations (as defined in the First Lien Intercreditor Agreement) in respect of thisAgreement and the Loan Documents and that all such First Liens will be enforceable by the Collateral Agent for the
benefit of all holders of First Lien Obligations equally and ratably;(b)
the Administrative Agent and each of the Lenders in respect of the Obligations (as defined in theFirst Lien Intercreditor Agreement) in respect of this Agreement and the Loan Documents represented thereby arebound by the provisions of the First Lien Intercreditor Agreement, including without limitation the provisions
relating to the ranking of First Liens and the order of application of proceeds from enforcement of First Liens; and(c)the Administrative Agent and each of the Lenders consent to and direct the Collateral Agent toperform the Collateral Agent’s obligations under the First Lien Intercreditor Agreement and the Security Documents.

73

The foregoing provisions of this Section 9.20 are intended for the enforceable benefit of, and will be
enforceable as a third party beneficiary by, all holders of First Lien Debt, each existing and future representative ofFirst Lien Debt and the Collateral Agent.

74

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and theyear first written.

BORROWER:MICRON TECHNOLOGY, INC.

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

75

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

76

[•],
as a Lender

By:
Name:
Title:[Signature Page to Micron Technology, Inc. Credit Agreement]

77

EXHIBIT 10.69

GUARANTEE AND COLLATERAL AGREEMENT
made by
MICRON TECHNOLOGY, INC.
and certain of its Restricted Subsidiaries
in favor of
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent

Dated as of July 3, 2018

TABLE OF CONTENTSSECTION 1.
1.1
1.2
SECTION 2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
SECTION 3.
SECTION 4.
4.1
4.2
4.3
4.4
4.5
SECTION 5.
5.1
5.2
5.3
5.4
5.5
SECTION 6.
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
SECTION 7.
7.1
7.2

Defined Terms
Definitions
Other Definitional Provisions
Guarantee
Guarantee
Right of Contribution
No Subrogation
Amendments, etc with respect to the Guaranteed Obligations
Guarantee Absolute and Unconditional
Reinstatement
Payments
Grant of Security Interest
Representations and Warranties
Title; No Other Liens
Perfected First Priority Liens
Jurisdiction of Organization; Chief Executive Office
Investment Property
Intellectual Property
Covenants
Maintenance of Perfected Security Interest; Further Documentation
Changes in Name, etc.
Intellectual Property
Delivery of Pledged Notes
Investment Property
Remedial Provisions
Certain Matters Relating to Receivables
Communications with Obligors; Grantors Remain Liable
Investment Property and Instruments
Proceeds to be Turned Over to Collateral Agent
Application of Proceeds
Code and Other Remedies
Registration Rights
Subordination
Deficiency
First Lien Intercreditor Agreement
The Collateral Agent
Collateral Agent’s Appointment as Attorney-in-Fact, etc
Duty of Collateral Agent

7.3
7.4
7.5
SECTION 8.
8.1

Financing Statements
Authority of Collateral AgentFirst Lien Intercreditor Agreement
Miscellaneous
Amendments in Writing

Page
1
1
5
5
5
6
6
6
6
7
7
7
8
8
8
8
8
9
9
9
10
10
11
11
11
11
11
12
12
12
13
13
14
14
14
14
14
15
15
16
16
16
16

i

8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.11
8.12
8.13
8.14
8.15

Notices
No Waiver by Course of Conduct; Cumulative Remedies
Enforcement Expenses; Indemnification
Successors and Assigns
Set-Off; Limitation on Individual Actions
Counterparts
Severability
Section Headings
Integration
GOVERNING LAW
Submission To Jurisdiction; Waivers
Acknowledgements
Additional Grantors; Release of Guarantors; Releases of Collateral
WAIVER OF JURY TRIAL

ANNEXES
Annex I
Annex II——

Name of Guarantors
Assumption Agreement

EXHIBITS
Exhibit A
Exhibit B
Exhibit C———

Copyright Security Agreement
Patent Security Agreement
Trademark Security Agreement

SCHEDULES
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5

—
—
—
—
—

Notice Address
Investment Property
Perfection Matters
Jurisdiction of Organizational and Chief Executive Offices
Intellectual Property

ii

16
16
16
17
17
17
17
17
17
17
17
18
18
19

GUARANTEE AND COLLATERAL AGREEMENTGUARANTEE AND COLLATERAL AGREEMENT, dated as of July 3, 2018, made by MICRON TECHNOLOGY,
INC. (the “Borrower”) and each of the signatories from time to time hereto (the “Guarantors”), in favor of JPMORGANCHASE BANK, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the banks and other financial
institutions or entities (the “Lenders”) from time to time party to the Credit Agreement, dated as of July 3, 2018 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, andJPMorgan Chase Bank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions ofcredit to the Borrower upon the terms and subject to the conditions set forth therein;
WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will
derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;
WHEREAS, each of the Guarantors has agreed to guaranty the Obligations and to secure its respective
Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in the
Collateral described herein; andWHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions ofcredit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to theCollateral Agent for the ratable benefit of the Secured Parties.
NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent and the Lenders toenter into and make their respective extensions of credit to the Borrower under the Credit Agreement, each Grantor hereby
agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
SECTION 1.

Defined Terms

1.1
Definitions. (a) Capitalized terms used but not defined herein shall have the meanings given tothem in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts (asdefined in Article 9 of the New York UCC), Certificated Security, Chattel Paper, Commercial Tort Claims, Documents,
Equipment, Fixture, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights and Supporting
Obligations.
(b) The following terms shall have the following meanings:“After-Acquired Material Intellectual Property”: as defined in Section 5.3(c).
“Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.
“Borrower Obligations”: the collective reference to the unpaid principal of and interest on the Loans, an amount equal
to unreimbursed drawings under all Documentary Credits, an amount equal to the maximum amount that may be drawn under
all then outstanding Documentary Credits, and all other obligations and liabilities of the Borrower (including, without
limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans andafter the Borrower’s obligations with respect to the outstanding Documentary Credits have become due and payable and interest
accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or thecommencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for postfiling or post-petition interest is allowed in such proceeding) to the Administrative Agent, the Collateral Agent, any IssuingBank or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan
Documents, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on
account of principal, interest, premiums (if any), reimbursement obligations, fees, indemnities, costs, expenses or otherwise(including, without limitation, all fees and disbursements of counsel to the Collateral Agent or to the Lenders that are required
to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).
1

“Capital Lease Obligations”: the obligations of any Person to pay rent or other amounts under any lease of (or otherarrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to beclassified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of suchobligations shall be the capitalized amount thereof determined in accordance with GAAP.
“CFC”: a controlled foreign corporation within the meaning of Section 957 of the Code.
“Closing Date”: July [3], 2018.
“Collateral”: as defined in Section 3.
“Collateral Account”: any collateral account established by the Collateral Agent as provided in Section 6.1 or Section
6.4.
“Copyrights”: (i) all copyrights, database rights, design rights, mask works and works of authorship arising under thelaws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished (including, without limitation, those listed in Schedule 5), all registrations and recordings thereof, andall applications in connection therewith, including, without limitation, all registrations, recordings and applications in the
United States Copyright Office, and (ii) the right to obtain all renewals thereof.
“Copyright Licenses”: any written agreement naming any Grantor as a party, granting any right under any Copyright,
including, without limitation, the grant of rights to reproduce, prepare derivative works based upon, perform, display,
manufacture, distribute, exploit and sell materials derived from any Copyright.
“Copyright Security Agreement”: as defined in Section 5.3(b).
“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, andany successor statute.
“Credit Agreement”: as defined in the preamble hereto.
“Default”: any “Default” under and as defined in this Agreement or the Credit Agreement.
“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event,including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.
“Event of Default”: any “Event of Default” under, and as defined in, the Credit Agreement.
“Excluded Property”: with respect to any Grantor, (i) Foreign Subsidiary Voting Stock constituting more than 65% of
the total voting power of all outstanding Capital Stock of such subsidiary (including for this purpose any voting debt security orother voting instrument that is treated as equity for U.S. federal income tax purposes); (ii) any Equity Interests of an Excluded
Property Subsidiary, or joint ventures and non-wholly owned Subsidiaries which cannot be pledged without the consent of third
parties, (iii) any fee-owned real property (other than the Mortgaged Property), Fixtures (other than Fixtures on or to Mortgaged
Property) or leasehold interest in real property, (iv) all vehicles and other assets covered by a certificate of title, (v) property
subject to a purchase money arrangement or Capital Lease Obligation only to the extent and for so long as the contract or otheragreement in which such Lien is granted prohibits the creation of any other Lien securing Indebtedness on such property, (vi)any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in suchlicenses, franchises, charters or authorizations are prohibited or restricted thereby only for so long as the applicable license,
franchise, charter or authorization prohibits or restricts the creation by such Grantor of a security interest in such license,
franchise, charter or authorization, (vii) any lease, license, contract or agreement to which any Grantor is a party or any of its
rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) theabandonment, invalidation, voiding or unenforceability of any right, title or interest of any Grantor therein or (B) a breach or
termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent
that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial
Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Requirement of Law or
principles of equity), provided, however, that such security interest shall attach immediately and automatically at such time as
the condition causing such abandonment, invalidation, voiding or unenforceability shall be remedied and, to the extent
severable, shall attach immediately to any portion of such lease, license, contract or agreement that does not result in any of theconsequences specified in (A) or (B) including any Proceeds of such lease, license, contract or agreement, (viii) any property of
a Grantor to the extent and for so long as the grant of a security interest pursuant to this Agreement in such Grantor’s right, title2

or interest therein is prohibited by applicable Requirement of Law (including any requirement to obtain the consent of any
Governmental Authority or third party); provided, that the foregoing exclusions in this clause (vii) shall in no way be construed
to apply to the extent that the prohibition is unenforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform
Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Requirementof Law or principles of equity; provided, further, that such security interest shall attach immediately and automatically without
further action when such prohibition is repealed, rescinded or otherwise ceases to be effective, (ix) all Commercial Tort Claims
and any Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), (x) Deposit Accounts (other thanthe Collateral Accounts), (xi) any intent-to-use application for registration of a Trademark prior to the filing of a Statement of
Use or an Amendment to Allege Use, solely to the extent, and for so long as, the grant or creation by any Grantor of a security
interest therein would impair the registrability thereof, or the validity or enforceability of any registration issuing therefrom,(xii) any assets to the extent a security interest in such assets could result in material adverse tax consequences to Borrower or
any of its Subsidiaries as reasonably determined by the Borrower in consultation with the Collateral Agent, and (xiii) any otherasset or property with respect to which the Borrower and the Collateral Agent determine that the costs of obtaining a security
interest therein are excessive in relation to the value of the security afforded thereby.
“Excluded Property Subsidiary”: (a) each Subsidiary of the Borrower that is not a Restricted Subsidiary, (b) each
Immaterial Subsidiary, (c) any not-for-profit Subsidiaries, captive insurance companies or other special purpose subsidiaries
designated by Borrower from time to time and (d) Micron Technology Texas LLC.
“First Lien Documents”: the Credit Agreement and each other agreement or instrument governing, or relating to, anyFirst Lien Debt that is a “First Lien Document” pursuant to a First Lien Intercreditor Agreement.
“Foreign Subsidiary”: any Subsidiary organized under the laws of any jurisdiction outside the United States ofAmerica.
“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary or any FSHCO.
“Guaranteed Obligations”: in (i) the case of the Borrower, all Other Loan Party Obligations of each Non-Borrower
Guarantor and (ii) the case of any Non-Borrower Guarantor, all Borrower Obligations and all Other Loan Party Obligations ofeach other Guarantor.
“Guarantors”: as defined in the preamble hereto.
“Grantors”: the collective reference to the Borrower and each Guarantor identified as a Grantor on Annex I to thesignature page hereto, together with any other entity that may become a party hereto (and is identified as a Grantor) as provided
herein.
“Immaterial Subsidiary”: a Subsidiary that is not a Material Subsidiary.
“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights,
the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, trade secrets, and any
transferable rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive allproceeds and damages therefrom.
“Intellectual Property Security Agreements”: as defined in Section 5.3(b).
“Investment Property”: the collective reference to all “investment property” as such term is defined in
Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of“Pledged Stock”).
“IP Agreements”: all agreements, permits, consents, orders and franchises relating to the license (including, without
limitation, the Copyright Licenses, Patent Licenses and Trademark Licenses), development, use or disclosure of any Material
Intellectual Property to which a Grantor, now or hereafter, is a party or a beneficiary.
“IP Domestic Security Agreement Supplement”: as defined in Section 5.3(c).
“Issuers”: the collective reference to each issuer of any Investment Property or any Pledged Note.
3

“Lenders”: as defined in the preamble hereto.
“Material Intellectual Property”: any of the Intellectual Property owned by a Grantor and the material rights of a
Grantor under any IP Agreement, including material rights under a license agreement, that (i) is related to computer memory
products manufactured and sold in commercial volumes, or processes used to make such products, by Borrower and the
Restricted Subsidiaries and (ii) are rights that, if the Borrower and the Restricted Subsidiaries failed to own or have such rights,
would reasonably be expected to have a Material Adverse Effect.
“Material Subsidiary”: each wholly-owned direct Subsidiary that, as of the last day of the fiscal quarter of Borrower
most recently ended for which financial statements are available, had total assets (based on book value after intercompany
eliminations) as of the end of such quarter in excess of $200,000,000 or that is designated by the Borrower as a “Material
Subsidiary”.
“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.
“Non-Borrower Guarantor”: each Guarantor other than the Borrower.
“Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Non-Borrower
Guarantor, its Other Loan Party Obligations.
“Officer’s Certificate”: a certificate of a Responsible Officer of the Borrower.
“Other Loan Party Obligations”: with respect to any Non-Borrower Guarantor, all obligations and liabilities of such
Guarantor which may arise under or in connection with this Agreement (including, without limitation, pursuant to Section
2 hereof), the Credit Agreement or any other Loan Document, in each case whether on account of guarantee obligations,reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees anddisbursements of counsel to the applicable Administrative Agent, the Collateral Agent, or to the Lenders that are required to be
paid by such Guarantor pursuant to the terms of this Agreement, the Credit Agreement or any other Loan Document).
“Patents”: (i) all letters patent and patent rights of the United States, any other country or any political subdivision
thereof, all reissues, reexaminations, and extensions thereof, including, without limitation, any of the foregoing referred to in
Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisionals, continuations andcontinuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights toobtain any reissues or extensions of the foregoing.
“Patent License”: all agreements, whether written or oral, providing for the grant by or to any Grantor of any right tomake, have made, manufacture, use, sell, offer to sell, have sold, import or export any invention covered in whole or in part bya Patent.
“Patent Security Agreement”: as defined in Section 5.3(b).
“Payment in Full”: as defined in Section 2.1(d).
“Pledged Notes”: the promissory notes listed on Schedule 2, and all other promissory notes held by and payable to any
Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary courseof business) for Indebtedness in excess of $200,000,000 in aggregate principal amount.
“Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates,
options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person (other than an Excluded
Property Subsidiary) that may be issued or granted to, or held by, a Grantor while this Agreement is in effect; provided that in
no event shall more than 65% of the total voting power of all outstanding Foreign Subsidiary Voting Stock (including for thispurpose any voting debt security or other voting instrument that is treated as U.S. equity for federal income tax purposes) be
required to be pledged hereunder.
“Permitted Prior Lien”: a Permitted Lien of the type described in any of clauses (3), (4), (5), (6) or (14) of thedefinition thereof, or of the type described in clause (18) with respect to Liens of the type described in any of clauses (1), (3),(4), (5), (6) or (14) of the definition thereof.

4

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event,shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or
distributions or payments with respect thereto.
“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right isevidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without
limitation, any Account).
“Responsible Officer”: any of the Borrower’s Chief Executive Officer, President, Chief Operating Officer, any Vice
President, Chief Financial Officer, Controller, Treasurer, any Assistant Treasurer or Secretary.
“Securities Act”: the Securities Act of 1933, as amended.
“Trademarks”: (i) all trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos, domain names, and other source or business identifiers, and all
goodwill associated therewith, all registrations and recordings thereof, and all applications in connection therewith (other than“intent to use” applications included in Excluded Property), whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, orotherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule
5, and (ii) the right to obtain all renewals thereof.
“Trademark License”: any agreement, whether written or oral, providing for the grant by or to any Grantor of any rightto use any Trademark.
“Trademark Security Agreement”: as defined in Section 5.3(b).
1.2
Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder” andwords of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particularprovision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.
(b) The meanings given to terms defined herein shall be equally applicable to both the singular andplural forms of such terms.
(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation
to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.
SECTION 2.

Guarantee

2.1
Guarantee. (a) Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally andirrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties and their respective
successors, indorsees, transferees and assigns, as a primary obligor and not merely as surety, the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Guaranteed
Obligations.
(b) Without limiting the generality of anything herein, or in any other First Lien Document to thecontrary notwithstanding, the maximum liability of each Non-Borrower Guarantor hereunder shall be limited to such amount as
will, after giving effect to such maximum liability and all other liabilities (contingent or otherwise) of such Guarantor that are
relevant under applicable Federal or state bankruptcy or insolvency laws, fraudulent conveyance or transfer laws, or similarsuch laws, result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance underapplicable Federal or state laws (after giving effect to all rights of subrogation, contribution or reimbursement, subject
to Section 2.3 ).
(c) Each Non-Borrower Guarantor agrees that the Guaranteed Obligations may at any time and fromtime to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained inthis Section 2 or affecting the rights and remedies of the Collateral Agent or any Secured Party hereunder.
(d) The guarantee contained in this Section 2 shall remain in full force and effect until all of the
Guaranteed Obligations shall have been paid in full and the Commitments shall have terminated and all Documentary Credits
shall have expired or been cancelled (other than contingent indemnification obligations for which no claim has been asserted)5

(“Payment in Full”). Each Guarantor hereby irrevocably waives any right to revoke this Guarantee as to future transactions
giving rise to any Guaranteed Obligations.
(e) No payment made by the Borrower, any of the Non-Borrower Guarantors, any other guarantor or
any other Person or received or collected by the Collateral Agent or any Secured Party from the Borrower, any of the NonBorrower Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off orappropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shallbe deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment
received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed
Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full.
2.2
Right of Contribution. Each Non-Borrower Guarantor hereby agrees that to the extent that a NonBorrower Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Non-Borrower
Guarantor shall be entitled to seek and receive contribution from and against any other Non-Borrower Guarantor hereunderwhich has not paid its proportionate share of such payment. Each Non-Borrower Guarantor’s right of contribution shall be
subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the
obligations and liabilities of any Guarantor to the Collateral Agent and the Secured Parties, and each Guarantor shallremain liable to the Collateral Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder.
2.3
No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off orapplication of funds of any Guarantor by the Collateral Agent or any Secured Party, no Guarantor shall be entitled to seekor enforce its right to be subrogated to any of the rights of the Collateral Agent or any Secured Party against the Borroweror any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any Secured
Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution
or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder,
until Payment in Full . If any amount shall be paid to any Guarantor on account of such subrogation rights at any time
when all of the Borrower Obligations shall not have been paid in full or such payment is otherwise prohibited pursuant to
the immediately preceding sentence, such amount shall be held by such Guarantor in trust for the Collateral Agent and the
Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, beturned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to theCollateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such orderas the Collateral Agent may determine.
2.4
Amendments, etc with respect to the Guaranteed Obligations. Each Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or
further assent by any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Collateral
Agent or any other Secured Party may be rescinded by the Collateral Agent or such Secured Party and any of the
Guaranteed Obligations may be continued, and the Guaranteed Obligations, or the liability of any other Person upon or for
any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time totime, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered orreleased by the Collateral Agent or any Secured Party, and the First Lien Documents and any other documents executedand delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the
Collateral Agent (or the relevant Secured Parties, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Collateral Agent or any Secured Party for thepayment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral
Agent nor any Lender nor any Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Guaranteed Obligations or for the guarantee contained in this Section 2 or any property
subject thereto.
2.5
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation,
renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Collateral
Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee containedin this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section
2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the
Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Borrower or any of the Non-Borrower Guarantors with respect
6

to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shallbe construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or
enforceability of any First Lien Documents, any of the Guaranteed Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other
Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured
Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, such Guarantor
or any other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the
Borrower or any other obligor for the Guaranteed Obligations, or of such Guarantor under the guarantee contained inthis Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Guarantor, the Collateral Agent or any other Secured Party may, but shall be
under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the
Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed
Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party tomake any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right ofoffset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee orright of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect therights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any other Secured
Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any
legal proceedings.
2.6
Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or bereinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is
rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party upon theinsolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Non-Borrower Guarantor, or uponor as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or
any Non-Borrower Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been
made.
2.7
Payments. Each Guarantor hereby jointly and severally guarantees that payments hereunder will be
paid to the applicable Administrative Agent without set-off or counterclaim in Dollars at the applicable Funding Office.
SECTION 3.

Grant of Security Interest

Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in
all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has orat any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such
Grantor’s Obligations:(a) all Accounts;(b) all Chattel Paper;(c) all Documents;(d) all Collateral Accounts;(e) all Equipment;(f) all Fixtures on or to Mortgaged Property;(g) all General Intangibles;(h) all Instruments;(i) all Intellectual Property;
7(j) all Inventory;(k) all Goods;(l) all Investment Property;(m) all books and records pertaining to the Collateral; and(n) to the extent not otherwise included, all Proceeds, Supporting Obligations and products ofany and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;
provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall notconstitute a grant of a security interest in any Excluded Property. For the avoidance of doubt, and notwithstanding anything to
the contrary in this Agreement or any other Loan Document, no Obligation shall be (i) guaranteed by any Foreign Subsidiary,
FSHCO or other Subsidiary that is not a Grantor, or (ii) secured by any assets of any Foreign Subsidiary, FSHCO, or otherSubsidiary that is not a Grantor (including any Equity Interests held directly or indirectly thereby, or any rights to or interest in
intangible property under a license agreement or other arrangement related to the development, ownership, or exploitation of
intangible property).
SECTION 4.

Representations and Warranties

To induce the Collateral Agent and the Lenders to enter into and to make their respective extensions of credit pursuant
to the Credit Agreement, each Grantor hereby represents and warrants to the Collateral Agent that:
4.1
Title; No Other Liens. Except for Permitted Liens and Liens not prohibited by Section 6.2 of theCredit Agreement, such Grantor owns, or has rights in, each item of the Collateral free and clear of any and all Liens. No
effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record inany public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, pursuant to this Agreement or as are filed with respect to Permitted Liens or Liens not prohibited by Section 6.2 of
the Credit Agreement.
4.2
Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) uponcompletion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents
referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form to the extent
required to be delivered prior to the Closing Date) will constitute valid perfected security interests in all of the Collateral
for which such filings and actions are effective to perfect such security interests in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance withthe terms hereof and (b) are prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by
Section 6.2 of the Credit Agreement.
4.3
Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s jurisdictionof organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’schief executive office or sole place of business, as the case may be, are specified on Schedule 4.
4.4
Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constituteall the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the caseof Foreign Subsidiary Voting Stock, 65% of the total voting power of all outstanding Foreign Subsidiary Voting Stock(including for this purpose any voting debt security or other voting instrument that is treated as U.S. equity for federal
income tax purposes) of each relevant Issuer.
(b) All the shares of Pledged Stock issued by an Issuer which is a Subsidiary of a Grantor have been
duly and validly issued and are, if such shares are shares of stock in a domestic corporation, fully paid and nonassessable.
(c) Each of the Pledged Notes issued by an Issuer which is a Subsidiary of such Grantor constitutes thelegal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to theeffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to oraffecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
84.5Intellectual Property. (a) Except as either individually or in the aggregate could not be reasonably
expected to have a Material Adverse Effect (i) to the knowledge of each Grantor, the operation of such Grantor’s businessas currently conducted and the use of the Material Intellectual Property in connection therewith do not infringe,
misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party; and (ii) such Grantor
is the exclusive owner or joint owner of all right, title and interest in and to the Material Intellectual Property, or is entitled
to use all such Material Intellectual Property subject only to the terms of the related IP Agreements.
(b) The Intellectual Property set forth on Schedule 5 includes all registrations of or applications forPatents, Trademarks and Copyrights that are Material Intellectual Property owned by a Grantor. For the avoidance of doubt, theinclusion of specific Intellectual Property on Schedule 5 shall not create any implication that any such Intellectual Property
constitutes Material Intellectual Property.
(c) The owned Material Intellectual Property owned by each Grantor is subsisting and has not been
adjudged invalid or unenforceable in whole or part, and to the knowledge of such Grantor, is valid and enforceable. For clarity,
the foregoing representation and warranty shall not apply to Material Intellectual Property constituting rights under any IP
Agreement.
(d) The consummation of the transactions contemplated by the Credit Agreement will not result in thetermination or impairment of any of the Material Intellectual Property or any Grantor’s rights therein. For clarity, the foregoing
representation and warranty shall not apply to the exercise by the Collateral Agent, the Administrative Agent, or the Lenders of
any remedy under this Agreement, including the direct enforcement of any rights under any IP Agreement.
SECTION 5.

Covenants

Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date ofthis Agreement and until Payment in Full:
5.1
Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shallmaintain the security interest created by this Agreement as a perfected security interest having the priority described inclause (b) of Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever;provided that such Grantor shall not be required to take any action to perfect a security interest in the Collateral other thanthose actions described in clause (a) of Section 4.2, Section 5.3, Section 5.4 or Section 5.5.
(b) At any time and from time to time, upon the written request of the Collateral Agent, and at the soleexpense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments
and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining orpreserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation
authorize, and have recorded, any financing or continuation statements under the Uniform Commercial Code (or other similarlaws) with the applicable filing office in the jurisdiction of formation or incorporation of each Grantor with respect to thesecurity interests created, but subject in each case to the limitations set forth in Section 5.1(a).
(c) For the avoidance of doubt, notwithstanding anything herein to the contrary, except as set forth inclause (a) of Section 5.1, no Grantor shall be required to (A) take any action with respect to perfection by any other means
besides filings of the type specified in Section 4.2, which other methods include possession or “control” under the Uniform
Commercial Code (whether effected by transfer of possession, control agreements or other steps) or any other method withrespect to any Documents, Instruments, Investment Property, Chattel Paper, cash, Deposit Accounts, commodities and securities
accounts (including securities entitlements and related assets), except, with respect to Pledged Stock and Pledged Notes, for theactions required pursuant to Section 5.3, Section 5.4 and Section 5.5, (B) obtain landlord lien waivers, estoppels or collateralaccess letters with respect to any leasehold interests in real property, (C) authorize or have filed any financing statement as a
fixture filing, (D) take any action with respect to perfection that may be required under non-U.S. laws, (E) take any action to
obtain any consents or agreements from third parties to permit the grant of a security interest in any Excluded Property or (F)take any action with respect to perfection with respect to any consignment of goods. For the further avoidance of doubt,
notwithstanding anything herein to the contrary, except as set forth in clause (a) of Section 5.1, prior to an enforcement event
following the occurrence and continuation of an Event of Default no notices shall be sent by the Collateral Agent to, or requiredby the Collateral Agent to be sent by any Grantor, to account debtors or other third party obligors notifying such accountdebtors or obligors of the security interests created hereby or directing such account debtors or third party obligors to makepayment to a different person or account.

9

5.2
Changes in Name, etc. Such Grantor will promptly (and in any event within 20 days or such longer
period as is reasonably agreed to by the Collateral Agent) provide prior written notice to the Collateral Agent and delivery
to the Collateral Agent of all additional financing statements and other executed documents reasonably requested by the
Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, if such
Grantor (i) changes its jurisdiction of organization from that referred to in Section 4.3 or (ii) changes its name, and such
Grantor shall deliver to the Collateral Agent additional financing statements as reasonably requested by the Collateral
Agent to maintain the validity, perfection and priority of the security interests provided for herein.
5.3
Intellectual Property. (a) Except as could not reasonably be expected to have a Material Adverse
Effect, subject to the provisions of paragraph (iv) below:(i)With respect to each item of its Material Intellectual Property, each Grantor agrees to take, at its
expense, actions, which may include, without limitation, registering in the U.S. Patent and Trademark Office and the U.S.
Copyright Office, to (x) maintain the validity and enforceability of such Material Intellectual Property and maintain such
Material Intellectual Property in full force and effect, and (y) pursue the registration and maintenance of each Patent,
Trademark, or Copyright registration or application, now or hereafter included in such Material Intellectual Property of such
Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by
the U.S. Patent and Trademark Office or the U.S. Copyright Office, the filing of applications for renewal or extension, the filingof affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part,reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference,
reexamination, opposition, cancellation, inter partes review, infringement and misappropriation proceedings.
(ii)
No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Material
Intellectual Property may lapse, be terminated or become invalid or unenforceable or placed in the public domain (or, in case ofa trade secret, lose its competitive value).
(iii)

Each Grantor shall take actions to preserve and protect each item of its Material Intellectual

Property.
(iv)
Notwithstanding anything herein to the contrary, each Grantor shall only be required to take actions
or refrain from taking or omit to take actions pursuant to the foregoing clauses (i) through (iii) as it determines in the exercise of
its reasonable business judgment are commercially reasonable, and nothing in the foregoing clauses (i) through (iii) shall be
construed as prohibiting or restricting a Grantor from effecting any transaction not prohibited by the Credit Agreement(including, without limitation, a transfer, conveyance, sale or other disposition or license not prohibited by the Credit
Agreement).
(b) With respect to its Material Intellectual Property, within 30 days of the Closing Date or such later
date which the Collateral Agent consents to in writing, each Grantor agrees to execute and deliver to the Collateral Agent, withrespect to all Material Intellectual Property that is registered or with respect to which registration is pending (i) an agreement, in
substantially the form set forth in Exhibit A hereto or otherwise in form and substance reasonably satisfactory to the Collateral
Agent (a “Copyright Security Agreement”), (ii) an agreement, in substantially the form set forth in Exhibit B hereto orotherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Patent Security Agreement”) and (iii) anagreement, in substantially the form set forth in Exhibit C hereto or otherwise in form and substance reasonably satisfactory to
the Collateral Agent (a “Trademark Security Agreement” and, together with each Copyright Security Agreement and each
Patent Security Agreement, the “Intellectual Property Security Agreements”), in each case, for recording the security interest
granted hereunder to the Collateral Agent in such Material Intellectual Property with the U.S. Patent and Trademark Office or
the U.S. Copyright Office, as applicable. For the avoidance of doubt, the inclusion of specific Intellectual Property in any
Intellectual Property Security Agreement shall not create any implication that any such Intellectual Property constitutes
Material Intellectual Property.
(c) Each Grantor agrees that should it obtain an ownership interest in any Intellectual Property that is
not on the date hereof a part of the Material Intellectual Property (“After-Acquired Material Intellectual Property”) (i) the
provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Material Intellectual Property
and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Material Intellectual
Property if and to the extent such After-Acquired Material Intellectual Property meets the definition of Material Intellectual
Property, subject to the terms and conditions of this Agreement with respect thereto. Following the acquisition of its interest in
any such After-Acquired Material Intellectual Property (on at least a quarterly basis), each Grantor shall provide written noticeto the Collateral Agent identifying the registered or applied-for Patents, Trademarks and/or Copyrights that are not on the datehereof a part of the Material Intellectual Property, including any such After-Acquired Material Intellectual Property, (other than10

any such registered or applied-for Patents, Trademarks and Copyrights as to which a prior notice under this Section 5.3(c) has
been provided and an IP Domestic Security Agreement Supplement, as hereinafter defined, has been recorded as required bythis Section 5.3(c)) and such notice shall include all such new After-Acquired Material Intellectual Property, and such Grantor
shall execute and deliver to the Collateral Agent with such written notice, or otherwise authenticate, an agreement in form andsubstance reasonably satisfactory to the Collateral Agent (an “IP Domestic Security Agreement Supplement”) covering such
Intellectual Property, which IP Domestic Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark
Office, the U.S. Copyright Office and/or any other U.S. governmental authorities necessary to perfect the security interest
hereunder in any such Intellectual Property. Notwithstanding anything to the contrary herein, nothing in this Agreement or any
other Loan Document shall require any Loan Party or any of their Subsidiaries to make any filings or take any actions to recordor perfect the Collateral Agent’s Lien on and security interest in any Intellectual Property other than Material Intellectual
Property. For the avoidance of doubt, the inclusion of specific Intellectual Property in any notice of After-Acquired Material
Intellectual Property or in any IP Domestic Security Agreement Supplement shall not create any implication that any such
Intellectual Property constitutes Material Intellectual Property.
(d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no
Grantor shall be obligated to (a) effect any filings with respect to Material Intellectual Property outside of the United States, or(b) perfect any Lien in any Intellectual Property established in any jurisdiction other than the United States.
5.4
Delivery of Pledged Notes. Subject to the First Lien Intercreditor Agreement, if any Instrument is or
becomes a Pledged Note, such Instrument shall promptly be delivered to the Collateral Agent, duly indorsed in a manner
satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.
5.5
Investment Property. If such Grantor shall become entitled to receive or shall receive any certificate(including, without limitation, any certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option orrights in respect of the Pledged Stock (constituting Collateral hereunder) of any Material Subsidiary of such Grantor,
whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock of aMaterial Subsidiary of such Grantor, or otherwise in respect thereof, such Grantor shall promptly deliver to the Collateral
Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, together with an undated stock
power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests,
signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the
Obligations; provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock berequired to be delivered or pledged hereunder.
SECTION 6.

Remedial Provisions

6.1
Certain Matters Relating to Receivables. If required by the Collateral Agent at any time after theoccurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any
Grantor, (i) shall be forthwith (and, in any event, within three Business Days) deposited by such Grantor in the exact form
received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under thesole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the
Secured Parties only as provided in Section 6.4, and (ii) until so turned over, shall be held by such Grantor in trust for the
Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds ofReceivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments
included in the deposit.
6.2
Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own nameor in the name of others may at any time after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables constituting Collateral hereunder and parties to the contracts constituting
Collateral hereunder to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any such
Receivables or contracts.
(b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuanceof an Event of Default, each Grantor shall notify obligors on the Receivables constituting Collateral hereunder and parties to thecontracts constituting Collateral hereunder that such Receivables and the contracts have been assigned to the Collateral Agentfor the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent.
(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of theReceivables and contracts to observe and perform all the conditions and obligations to be observed and performed by it
11thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured
Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or contract by reason ofor arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, norshall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor
under or pursuant to any Receivable (or any agreement giving rise thereto) or contract, to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time or times.
6.3
Investment Property and Instruments. (a) Unless an Event of Default shall have occurred and becontinuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent
to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends
paid in respect of the Investment Property (including Pledged Stock) and all payments made in respect of Instruments(including the Pledged Notes), in each case paid in the normal course of business of the relevant Issuer and consistent withpast practice and to exercise all voting and corporate or other organizational rights with respect to the Investment Property;
provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would beinconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement.
(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written
notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right toreceive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property constituting
Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determine, and(ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the
Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate andother rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwiseand (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such
Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretionany and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon theexercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and inconnection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary,transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), allwithout liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any
Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged bysuch Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states thatan Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in socomplying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to theInvestment Property directly to the Collateral Agent.
6.4
Proceeds to be Turned Over to Collateral Agent. In addition to the rights of the Collateral Agent andthe Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur andbe continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held bysuch Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, andshall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such
Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds constituting Collateral hereunderreceived by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under
its sole dominion and control. All Proceeds constituting Collateral hereunder while held by the Collateral Agent in a
Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held ascollateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.
6.5
Application of Proceeds. At such intervals as may be agreed upon by the Borrower and theCollateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s
election, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, and any proceeds of theguarantee set forth in Section 2, in payment of the Obligations in the following order:First, to pay incurred and unpaid fees and expenses of the Collateral Agent under the First Lien Documents;
12Second, to the Collateral Agent, for application by it towards payment of amounts then due and owing andremaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the
Obligations then due and owing and remaining unpaid to the Secured Parties;
Third, to the Collateral Agent, for application by it towards prepayment of the Obligations, pro rata among the
Secured Parties according to the amounts of the Obligations then held by the Secured Parties; andFourth, any balance remaining after Payment in Full shall be paid over to the Borrower or to whomsoever
may be lawfully entitled to receive the same;provided that in the event of any inconsistency between the terms of any First Lien Intercreditor Agreement and thisSection 6.5, the term of such First Lien Intercreditor Agreement shall govern.
6.6
Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Collateral
Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in thisAgreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights andremedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of theforegoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (alland each of which demands, defenses, advertisements and notices are hereby waived), may, subject to the requirements ofapplicable law, in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale orsales, at any exchange, broker’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Collateral Agent or any Secured Party shall have the right upon any such public
sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived andreleased. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to
the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or
elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after
deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care orsafekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the
Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment inwhole or in part of the Obligations, in such order as the Collateral Agent may elect, and only after such application andafter the payment by the Collateral Agent of any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any
Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire
against the Collateral Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any noticeof a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable andproper if given at least 10 days before such sale or other disposition.
(b) For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to
exercise rights and remedies hereunder at such time as the Collateral Agent shall be lawfully entitled to exercise such rights andremedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, an irrevocable, non-exclusive license touse, reproduce, distribute, perform, display, prepare derivative works based upon, make, have made, sell, offer to sell, havesold, import, export, practice, make improvements, license or sublicense any of the Intellectual Property constituting Collateral
now owned or hereafter acquired by such Grantor, wherever the same may be located. Such license shall include access to all
media in which any of the Intellectual Property constituting Collateral may be recorded or stored and to all computer programs
used for the compilation or printout hereof. With respect to Trademarks, such license shall be subject to the requirement thatthe quality of goods and services offered under the Trademarks be substantially consistent with the quality of the goods andservices offered thereunder by such Grantor prior to the Collateral Agent’s exercise of rights and remedies.
6.7
Registration Rights. (a) Each Grantor recognizes that the Collateral Agent may be unable to effect apublic sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicablestate securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted groupof purchasers which will be obliged to agree, among other things, to acquire such securities for their own account forinvestment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such13

private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable
manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of timenecessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicablestate securities laws, even if such Issuer would agree to do so.
(b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all suchother acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7
valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that abreach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Collateral Agent and the
Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance ofsuch covenants except for a defense that no Event of Default has occurred.
6.8
Subordination. Each Grantor hereby agrees that, upon the occurrence and during the continuance ofan Event of Default, unless otherwise agreed by the Collateral Agent, all Indebtedness owing by it to any Restricted
Subsidiary of the Borrower shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’sObligations.
6.9
Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or otherdisposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys
employed by the Collateral Agent or any Secured Party to collect such deficiency.
6.10
First Lien Intercreditor Agreement. Notwithstanding anything to the contrary in this Section 6 or
Section 7.1, any First Lien Intercreditor Agreement then in effect shall govern the exercise of rights and the enforcement ofremedies hereunder by the Collateral Agent and the Secured Parties. In the event of any conflict between the terms of thisSection 6 and such First Lien Intercreditor Agreement, such First Lien Intercreditor Agreement shall govern.
SECTION 7.

The Collateral Agent

7.1
Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably
constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true andlawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name ofsuch Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which may be necessary or desirable toaccomplish the purposes of this Agreement. At any time when an Event of Default has occurred and is continuing andwithout limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on
behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:(i)in the name of such Grantor or its own name, or otherwise, take possession of andindorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any
Receivable or contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any
court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all suchmoneys due under any Receivable or contract or with respect to any other Collateral whenever payable;(ii)
in the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence theCollateral Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and generalintangibles of such Grantor relating thereto or represented thereby;(iii)
pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof;(iv)
execute, in connection with any sale provided for in Section 6.6 or 6.7, any
indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and(v)(1) direct any party liable for any payment under any of the Collateral to makepayment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall14

direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts dueor to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and otherdocuments in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or inequity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right inrespect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral;(6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges orreleases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwillof the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, onsuch conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell,transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such
Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect,preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interests therein and to effectthe intent of this Agreement, all as fully and effectively as such Grantor might do.
Notwithstanding anything to the contrary in this Section 7.1(a), the Collateral Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and becontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral
Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance orcompliance, with such agreement.
(c) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as
provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at whichinterest would then be payable on any category of past due Loans under the Credit Agreement, from the date of payment by the
Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on
demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue
hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocableuntil this Agreement is terminated and the security interests created hereby are released.
7.2
Duty of Collateral Agent. To the full extent permitted by applicable law, the Collateral Agent’s sole
duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals
with similar property for its own account (and, for the avoidance of doubt, the Collateral Agent shall not be permitted tocreate a security interest in Collateral in its possession pursuant to Section 9-207(c) of the New York UCC). Neither the
Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any otheraction whatsoever with regard to the Collateral or any part thereof, except as provided herein. The powers conferred on the
Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any
such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive
as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful
misconduct.
7.3
Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Collateral Agent
to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral
without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate toperfect the security interests of the Collateral Agent under this Agreement. Each Grantor authorizes the Collateral Agent to
use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies andauthorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made on or prior to
the date hereof.

15

7.4
Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the
Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or nonexercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for hereinor resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties not party to theCredit Agreement, be governed by the applicable First Lien Intercreditor Agreement, and by such other agreements withrespect thereto as may exist from time to time among any of them, but, as between the Collateral Agent and the Grantors,
the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.
7.5
First Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien andsecurity interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject to the provisions of any First Lien Intercreditor Agreement. Each party hereto (andeach Secured Party) acknowledges and agrees that the Collateral Agent may act in accordance with, and shall be required
to take certain actions as required by, the terms of a First Lien Intercreditor Agreement. Each of the parties hereto (and each
Secured Party) acknowledges and agrees that any such actions shall be permitted, and further agrees that in the event of aconflict between the provisions of this Agreement and any First Lien Intercreditor Agreement, the relevant provisions ofsuch First Lien Intercreditor Agreement shall control. The parties hereto (and each Secured Party) also acknowledge andagree that the Collateral Agent shall have the benefit of the provisions contained in any First Lien Intercreditor Agreement.
SECTION 8.

Miscellaneous

8.1
Amendments in Writing. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except in accordance with Section 9.1 of the Credit Agreement and Section
5.02 of any First Lien Intercreditor Agreement; provided that the Company and the Collateral Agent may amend thisAgreement without consent of any Secured Party to add Collateral for the benefit of the Secured Parties and add provisions
related thereto with respect to the exercise of remedies by the Collateral Agent on behalf of the Secured Parties.
8.2
Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor hereundershall be effected in the manner provided for in Section 9.2 of the Credit Agreement.
8.3
No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any
Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission orotherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of
Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any Secured Party any
right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Lender of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party would otherwise have on
any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently andare not exclusive of any other rights or remedies provided by law.
8.4
Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each
Secured Party and the Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under
the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and any otherFirst Lien Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements ofcounsel to each Secured Party and of counsel to the Collateral Agent.
(b) Each Guarantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless
from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes
which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of thetransactions contemplated by this Agreement.
(c) Each Guarantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless
from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsof any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of thisAgreement to the extent the Borrower would be required to do so pursuant to Section 9.5 of the Credit Agreement or relevant
provisions of any other Loan Document.
16

(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts
payable under any First Lien Intercreditor Agreement.
8.5
Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each
Grantor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns;
provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without theprior written consent of the Collateral Agent.
8.6
Set-Off; Limitation on Individual Actions. In addition to any rights and remedies of the Secured
Parties provided by law, each Secured Party shall have the right, unless otherwise agreed in writing by such Secured Party
with the Borrower, without notice to any Grantor, any such notice being expressly waived by each Grantor to the extent
permitted by applicable law, upon any Obligations becoming due and payable by any Grantor (whether at the statedmaturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all
deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Secured Party, any affiliate thereof or any of their respective branches or agencies to or for the credit
or the account of such Grantor. Each Secured Party agrees promptly to notify in writing the relevant Grantor and theCollateral Agent after any such application made by such Secured Party, provided that the failure to give such notice shallnot affect the validity of such application.
8.7Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on
any number of separate counterparts (including by electronic transmission or telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
8.8
Severability. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction.
8.9
Section Headings. The Section headings used in this Agreement are for convenience of reference
only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
8.10
Integration. This Agreement, any First Lien Intercreditor Agreement and any other First Lien
Documents represent the entire agreement of the Grantors, the Collateral Agent and the Secured Parties with respect to thesubject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral
Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein, in any
First Lien Intercreditor Agreement or in any other First Lien Documents.
8.11
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8.12

Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, anyFirst Lien Intercreditor Agreement and any other First Lien Documents to which it is a party, or for recognition andenforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of the courts of the State of New York,the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;(b) consents that any such action or proceeding may be brought in such courts and waives any objectionthat it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action orproceeding was brought in an inconvenient court and agrees not to plead or claim the same;(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address
referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;(d) agrees that nothing herein shall affect the right to effect service of process in any other mannerpermitted by law or shall limit the right to sue in any other jurisdiction;17

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in
any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages;
8.13

Acknowledgements. Each Grantor hereby acknowledges that:(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, any First
Lien Intercreditor Agreement and any other First Lien Documents to which it is a party;(b) neither the Collateral Agent nor any Secured Party has any fiduciary relationship with or duty to any
Grantor arising out of or in connection with this Agreement, any First Lien Intercreditor Agreement or any other First Lien
Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the Secured Parties, on
the other hand, in connection herewith or therewith is solely that of debtor and creditor; and(c) no joint venture is created hereby, by any First Lien Intercreditor Agreement or any other First Lien
Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among theGrantors and the Secured Parties.
8.14
Additional Grantors; Release of Guarantors; Releases of Collateral. (a) Each Restricted Subsidiaryof the Borrower that is required to become a party to this Agreement pursuant to the relevant provision of any Loan
Document shall become a Grantor (and a Guarantor) for all purposes of this Agreement upon execution and delivery bysuch Restricted Subsidiary of an Assumption Agreement in the form of Annex II hereto.
(b) Non-Borrower Guarantors shall be released from this Agreement to the extent provided below, ineach case at the request and expense of the Borrower:(i)
A Non-Borrower Guarantor shall be released from its obligations hereunder in theevent that (1) the Indebtedness of or Guarantee by such Non-Borrower Guarantor that resulted in the obligation to Guarantee
the Obligations pursuant to Section 6.1(b) of the Credit Agreement (or would have resulted in the creation of a Guarantee hadsuch Guarantee not already been in place) is released or discharged (other than a discharge of (A) a Guarantee as a result of
payment under such Guarantee or (B) Indebtedness as a result of the acceleration of such Indebtedness due to a default or eventof default under the terms thereof); (2) the Capital Stock of such Non-Borrower Guarantor is sold or otherwise disposed of(including by way of consolidation or merger) such that such Non-Borrower Guarantor is no longer a Restricted Subsidiary of
the Borrower; and (3) if such Restricted Subsidiary was not required to Guarantee the Obligations pursuant to Section 6.1(b) of
the Credit Agreement but did so at its option, upon the request by such Non-Borrower Guarantor of release at any time;
provided that after giving effect to such release the Borrower would be in compliance with the covenants set forth in this Article
6 of the Credit Agreement.
(ii)
One or more Non-Borrower Guarantors may be released from their obligations
hereunder at any time if (1) consent to release of such Non-Borrower Guarantors has been given by the Required Lenders asprovided for in the Credit Agreement, and (2) the Borrower has delivered an Officer’s Certificate to the Collateral Agentcertifying as to the consents of the Required Lenders that are necessary for such release and that any such necessary consents
have been obtained.
(iii)
In connection with any release of any Non-Borrower Guarantor pursuant to thisSection 8.14, the Collateral Agent shall execute and deliver to the Borrower, at the Borrower’s expense, all documents that the
Borrower shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to thisSection 8.14 shall be without recourse to or warranty by the Collateral Agent.
(c) Releases of Collateral shall be effected in accordance with the relevant provisions of Section 4.04 of
any First Lien Intercreditor Agreement then in effect.
(d) Upon the grant of a Permitted Prior Lien in any item of the Collateral or any sale, lease, transfer orother disposition of any item of Collateral of any Grantor not prohibited by the Credit Agreement, the Lien of the Collateral
Agent in such Collateral will be automatically released, and such Permitted Prior Lien, sale, lease, transfer or other dispositionof such item of Collateral shall be free and clear of the Lien of the Collateral Agent, without requirement for consent orapproval from the Lenders or the Collateral Agent and the Collateral Agent will, at such Grantor’s expense, execute and deliverto such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral fromthe assignment and security interest granted by this Agreement; provided, however, that, in connection with such request toevidence the release of such item, such Grantor shall have delivered to the Collateral Agent a written request for release18

describing the item of Collateral and, if applicable, the grant of a Permitted Prior Lien or the terms of the sale, lease, transfer orother disposition in reasonable detail and an Officer’s Certificate to the effect that the transaction is in compliance with theCredit Agreement and as to such other matters as the Collateral Agent may reasonably request; provided, further, that to theextent and at such time as any property that would otherwise constitute Collateral hereunder is no longer subject to a Permitted
Prior Lien, such property shall be Collateral and shall be subject to the Lien of the Collateral Agent.
(e) Pursuant to Section 9.14 of the Credit Agreement, notwithstanding anything to the contrary
contained in this Agreement or any Loan Document, on or following a Guarantee and Collateral Suspension Date, (a) the
Borrower shall be entitled to request by written notice to the Administrative Agent and Collateral Agent the release of any or allof the Liens granted on the Collateral and the release of any or all of the Guarantors from their obligations under any Guaranteeof the Obligations, (b) the Lenders hereby irrevocably agree such Liens shall automatically be released and any Guarantee of
the Obligations shall automatically be discharged and released without any further action by any Person (and the Administrative
Agent and Collateral Agent shall (and are authorized by the Lenders to), at the expense of the Borrower, take all steps
reasonably requested by the Borrower to promptly evidence or confirm any such release) and (c) the Unsecured Covenant
Period shall become effective.
8.15
WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THISAGREEMENT, ANY FIRST LIEN INTERCREDITOR AGREEMENT OR ANY OTHER FIRST LIEN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.
[remainder of page intentionally left blank]

19

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly
executed and delivered as of the date first above written.
MICRON TECHNOLOGY, INC.

By:
Name:
Title:

20

Accepted and agreed as of the date first written above
MICRON SEMICONDUCTOR PRODUCTS, INC.

By:
Name:
Title:

21

JPMORGAN CHASE BANK, N.A., as
Collateral Agent

By:
Name:
Title:

22

ANNEX IName of Guarantor
Micron Semiconductor Products, Inc.

23

ANNEX II
ASSUMPTION AGREEMENT, dated as of ________________, 20__, made by ______________________________(the “Additional Grantor”), in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the “Collateral
Agent”) for the Secured Parties referred to below. All capitalized terms not defined herein shall have the meaning ascribed tothem in the Guarantee and Collateral Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Micron Technology, Inc. (the “Borrower”), the Lenders and the Collateral Agent have entered into a
Credit Agreement, dated as of July [3], 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Restricted Subsidiaries (otherthan the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of July [3], 2018 (as amended,
supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Collateral
Agent for the ratable benefit of the Secured Parties (as defined therein);
WHEREAS, the Additional Grantor is required or has elected to become a party to the Guarantee and Collateral
Agreement; andWHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to becomea party to the Guarantee and Collateral Agreement;
NOW, THEREFORE, IT IS AGREED:1.
Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional
Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee andCollateral Agreement as a Grantor and as a Guarantor thereunder with the same force and effect as if originally named therein
as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations andliabilities of a Grantor and a Guarantor thereunder and transfers and assigns to the Collateral Agent, and hereby grants to theCollateral Agent, for the ratable benefit of the Secured Parties, a security interest in, and a Lien on, its Collateral as collateral
security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration orotherwise) of such Grantor’s Obligations. The information set forth in Annex II-A hereto is hereby added to the information set
forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants thateach of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct
on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2.
GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[remainder of page intentionally left blank]24

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered
as of the date first above written.
[ADDITIONAL GRANTOR]

By:
Name:
Title:

25

ANNEX II-A to
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
Supplement to Schedule 5

26

EXHIBIT A
COPYRIGHT SECURITY AGREEMENT

27

EXHIBIT B
PATENT SECURITY AGREEMENT

28

EXHIBIT C
TRADEMARK SECURITY AGREEMENT

29

EXHIBIT 21.1
MICRON TECHNOLOGY, INC.
SUBSIDIARIES OF THE REGISTRANT*NameIM Flash Technologies, LLC
Micron Asia Pacific LLC
Micron International B.V.
Micron International LLC
Micron Memory Finance LLC
Micron Memory Japan, G.K.
Micron Memory Taiwan Co., Ltd.
Micron Semiconductor Asia, LLC
Micron Semiconductor Asia Operations Pte. Ltd.
Micron Semiconductor Asia Pte. Ltd.
Micron Semiconductor B.V.
Micron Semiconductor Products, Inc.
Micron Semiconductor Taiwan Co., Ltd.
Micron Semiconductor (Xi’an) Co., Ltd.
Micron Technology B.V.
Micron Technology Finance LLC
Micron Technology Taiwan, Inc.

*

State (or Jurisdiction) in
which Organized
Delaware
Delaware
Netherlands
Delaware
DelawareJapan
TaiwanDelawareSingapore
Singapore
Netherlands
Idaho
TaiwanChina
Netherlands
DelawareTaiwanThe 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 Statement on Form S-3 (File No. 333-220882) and S-8(File Nos. 333-17073, 333-50353, 333-103341, 333-120620, 333-133667, 333-140091, 333-148357, 333-159711, 333-167536,
333-167536a, 333-171717, 333-179592, 333-190010, 333-196293, 333-203467, 333-217314, 333-223874) of Micron
Technology, Inc. of our report dated October 15, 2018 relating to the financial statements, financial statement schedule and theeffectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 15, 2018

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 a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading 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 inall material respects the financial condition, results of operations, and cash flows of the registrant as of, 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 andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 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 isbeing 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 of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; andd.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during theregistrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;andThe registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial 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 over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, andreport financial information; andb.

Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant's internal control over financial reporting.

Date:

October 15, 2018/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 a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading 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 inall material respects the financial condition, results of operations, and cash flows of the registrant as of, 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 andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 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 isbeing 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 of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; andd.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during theregistrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;andThe registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial 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 over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, andreport financial information; andb.

Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant's internal control over financial reporting.

Date: October 15, 2018/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 August 30, 2018, 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 15, 2018/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 August 30, 2018, 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 15, 2018/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer