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

FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the quarterly period ended November 29, 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)
Delaware(State or other jurisdiction ofincorporation or organization)

75-1618004(IRS Employer Identification No.)

8000 S. Federal Way, Boise, Idaho(Address of principal executive offices)

83716-9632(Zip Code)Registrant's telephone number, including area code(208) 368-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such 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 thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,""smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

The number of outstanding shares of the registrant's common stock as of December 12, 2018 was 1,121,046,809.

No

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

Term

Definition

2022 Term Loan B

Senior Secured Term Loan B due 2022

MMJ Group

MMJ and its subsidiaries

2025 Notes

5.50% Senior Notes due 2025

MMT

Micron Memory Taiwan Co., Ltd.

2032D Notes

3.13% Convertible Senior Notes due 2032

MTTW

Micron Technology Taiwan, Inc.

2033F Notes

2.13% Convertible Senior Notes due 2033

QimondaQimonda AG

2043G Notes

3.00% Convertible Senior Notes due 2043

R&D

Research and Development

IMFT

IM Flash Technologies, LLC

SG&A

Selling, General, and Administrative

InoteraInotera Memories, Inc.

SSD

Solid-State Drive

Intel

Intel Corporation

TLC

Triple-Level Cell

MicronMicron Technology, Inc. (Parent Company)

VIE

Variable Interest Entity

MMJ

Micron Memory Japan, Inc.

The following Micron subsidiaries appear throughout this report:
Micron Consumer Products Group, Inc

Micron Semiconductor Products, Inc.

Micron Europe Limited

Micron Semiconductor (Shanghai) Co. Ltd.

Micron Semiconductor B.V.,

Micron Semiconductor (Xi’an) Co., Ltd.

Micron Semiconductor (Deutschland) GmbH

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, mobile, and automotive.
Micron, Crucial, Ballistix, any associated logos, and all other Micron trademarks are the property of Micron. 3D XPoint is
a trademark of Intel in the United States and/or other countries. Other product names or trademarks that are not owned byMicron are for identification purposes only and may be the registered or unregistered trademarks of their respective owners.
Forward-Looking Statements
This Form 10-Q 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 our expected
NAND and 3D XPointTM development activities with Intel; our expectation to exercise our call option to purchase Intel'sinterest in IMFT and the amount we expect to pay for the transaction; our expectation, from time to time, to engage in
additional financing transactions; the sufficiency of our cash and investments, cash flows from operations, and available
financing to meet our requirements at least through the next 12 months; and capital spending in 2019. We are under noobligation to update these forward-looking statements. Our actual results could differ materially from our historical results andthose discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are
not limited to, those identified in "Part II, Other Information – Item 1A. Risk Factors."

PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS(in millions except per share amounts)(Unaudited)
November 29,
2018
$
7,913
3,298
4,615

November 30,
2017
$
6,803
3,056
3,747

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

209
611
36
3,759

191
448
11
3,097

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

38
(33)
9
3,773

23
(124)
(204)
2,792

Income tax provision
Net income

(477)
3,296

(114)
2,678

(3)
3,293 $

—
2,678

2.91
2.81

2.36
2.19

Quarter ended
Revenue
Cost of goods sold
Gross margin

Net income attributable to noncontrolling interests
Net income attributable to Micron$

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

1,133
1,174

See accompanying notes to consolidated financial statements.
3

$

1,134
1,225

MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in millions)(Unaudited)
November 29,
2018
$
3,296

Quarter ended
Net income
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments
Unrealized gains (losses) on investments
Pension liability adjustments
Other comprehensive income (loss)
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Micron$

See accompanying notes to consolidated financial statements.
4

November 30,
2017
$
2,678

(12)
(3)
—
(15)
3,281
(3)
3,278 $

(3)
(1)
(1)
(5)
2,673
—
2,673

MICRON TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS(in millions except par value amounts)(Unaudited)
November 29,
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
Current debt
Other current liabilities
Total current liabilities
Long-term debt
Other noncurrent liabilities
Total liabilities$

August 30,
2018

4,447
1,116
5,418
3,876
182
15,0391,565
24,807
356
842
1,228
758
44,595

$

4,200
398
591
5,189
3,734
834
9,757

$

$

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

4,374
859
521
5,754
3,777
581
10,112

Commitments and contingencies
Redeemable convertible notes
Redeemable noncontrolling interest

2
97

Micron shareholders' equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,172 shares issued and1,120 outstanding (1,170 shares issued and 1,161 outstanding as of August 30, 2018)
Additional capital
Retained earnings
Treasury stock, 52 shares held (9 shares as of August 30, 2018)
Accumulated other comprehensive income (loss)
Total Micron shareholders' equity
Noncontrolling interests in subsidiaries
Total equity
Total liabilities and equity$

See accompanying notes to consolidated financial statements.
5

117
8,350
27,769(2,362)(5)
33,869870
34,73944,595 $

3
97

117
8,201
24,395(429)
1032,294
870
33,16443,376MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(in millions)(Unaudited)
Micron Shareholders
Common Stock

Balance at August 30, 2018

Numberof
Shares1,170

AmountAdditional
CapitalRetained
Earnings$ 117$ 8,201$ 24,395

Cumulative effect of adopting new
accounting standards
Net income

TreasuryStock

Accumulated
Other
Comprehensive
Income (Loss)$ (429) $Noncontrolling
Interests in
Subsidiaries

$

$

92

3,293

3,293
(15)

3

—

Stock-based compensation expense
Repurchase of stock
Reclassification of redeemableconvertible notes, net
Conversion and repurchase of
convertible notes(1)

Balance at November 29, 2018

1,172

—

$ 117

32,29492

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

10

Total Micron
Shareholders'Equity870

Total
Equity$33,164
92

—

3,293

(15)

(15)

15

15

15

61

61

61

(1,836)(1,836)

1

1

1

(36)

(36)

(36)

108

$ 8,350(11)$ 27,769(1,933)$(2,362) $(5) $33,869$870$34,739

Micron Shareholders
Common Stock

Balance at August 31, 2017

Numberof
Shares1,116

AmountAdditional
CapitalRetained
Earnings$ 112$ 8,287$ 10,260

TreasuryStock$

Accumulated
Other
Comprehensive
Income (Loss)(67) $

29

Total Micron
Shareholders'EquityNoncontrolling
Interests in
Subsidiaries

$

$

2,678

Net income

18,621
2,678

Other comprehensive income(loss), net
Contributions from noncontrollinginterests

(5)

Total
Equity849$ 19,470

—

2,678

(5)

(5)
18

18

Stock issued in public offering

34

3

1,363

1,366

1,366

Stock issued under stock plans

9

1

105

106

106

Repurchase of stock
Reclassification of redeemableconvertible notes, net
Conversion and repurchase of
convertible notes

(1)

—

(90)

Balance at November 30, 2017

1,158

51

Stock-based compensation expense

$ 116

51

51

(23)

(23)

3

3

3

(271)

(271)

(271)

$ 9,44867$ 12,938

$

—

$

24

$

See accompanying notes to consolidated financial statements.
6

22,526$867$ 23,393

MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)(Unaudited)

Quarter ended
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets
Amortization of debt discount and other costs
Stock-based compensation(Gain) loss on debt prepayments, repurchases, and conversions
Change in operating assets and liabilities
Receivables
Inventories
Deferred tax assets
Accounts payable and accrued expenses
Other
Net cash provided by operating activities

November 29,
2018

November 30,
2017

$

$

3,296

2,678

1,335
18
61
(14)

1,090
29
51
195

189
(286)
192
(46)
65
4,810

(121)
(37)
37
(230)
(56)
3,636

Cash flows from investing activities
Expenditures for property, plant, and equipment
Purchases of available-for-sale securities
Proceeds from government incentives
Proceeds from sales of available-for-sale securities
Proceeds from maturities of available-for-sale securities
Other
Net cash provided by (used for) investing activities(2,700)(2,047)
236
77
60
(53)
(4,427)(1,956)
(186)
—
554
85
69
(1,434)

Cash flows from financing activities
Payments to acquire treasury stock
Repayments of debt
Payments on equipment purchase contracts
Proceeds from issuance of stock
Proceeds from issuance of debt
Other
Net cash provided by (used for) financing activities(1,836)
(577)
(20)
15
—
(17)
(2,435)(23)(2,744)
(133)
1,472
150
(4)
(1,282)(10)(6)

Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period$

See accompanying notes to consolidated financial statements.
7(2,062)
6,587
4,525 $

914
5,216
6,130

MICRON TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(All tabular amounts in millions except per share amounts)(Unaudited)

Basis of Presentation
The accompanying consolidated financial statements include the accounts of Micron and our consolidated subsidiaries andhave been prepared in accordance with accounting principles generally accepted in the United States of America consistent inall material respects with those applied in our Annual Report on Form 10-K for the year ended August 30, 2018, except forchanges related to recently adopted accounting standards. See "Recently Adopted Accounting Standards" note. Prior year
information is presented in accordance with the accounting guidance in effect during that period and has not been recast forrecently adopted accounting standards. In the opinion of our management, the accompanying unaudited consolidated financial
statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set
forth herein. Certain reclassifications have been made to prior period amounts to conform to current period presentation.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2019 and 2018 eachcontain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements
should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual
Report on Form 10-K for the year ended August 30, 2018.

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 $60 million and $61 million, respectively, as of November 29, 2018 and $63 million and $63 million,
respectively, as of August 30, 2018.
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. At any time throughDecember 2018, Intel can exercise its option to require us to purchase, and from January 2019 through December 2021, we can
exercise our option to purchase from Intel, Intel's interest in IMFT. On October 18, 2018, we announced our intent to exercise
our option to acquire Intel's interest in IMFT. Upon such exercise, Intel can elect to set the closing date of the transaction to be
any time between six months and one year from the date we exercise our option. (See "Equity – Noncontrolling Interests in
Subsidiaries – IMFT" note.)8Recently Adopted Accounting Standards
In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2016-16 – Intra-Entity Transfers Other Than Inventory ("ASU 2016-16"), which requires an entity to recognize the income tax
consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this ASU in thefirst quarter of 2019 under the modified retrospective method and, in connection therewith, made certain adjustments as notedin the table below.
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. We adopted this ASU in the first quarter of 2019 under the modified retrospective method, with prospective adoption
for amendments related to equity securities without readily determinable fair values. The adoption of this ASU did not have amaterial impact on our financial statements.
In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers (as amended, "ASC 606"), which
supersedes nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States.
The core principal of ASC 606 is that an entity should recognize revenue when it transfers promised goods or services tocustomers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods orservices. ASC 606 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 fromcosts incurred to obtain or fulfill a contract. We adopted ASC 606 in the first quarter of 2019 under the modified retrospective
method and, in connection therewith, made certain adjustments as noted in the table below.
The following table summarizes the effects of adopting ASU 2016-16 and ASC 606.
Adjustments from:

Receivables
Inventories
Other current assets
Deferred tax assets
Other current liabilities
Other noncurrent liabilities
Retained earnings

Ending Balance
as ofAugust 30, 2018
$
5,478
3,595
164
1,022
521
581
24,395$

ASU 2016-16
— $
—
(14)
56
—
—
42

Opening Balance
as of
ASC 606
August 31, 2018
114 $
5,592
(5)
3,590
30
180
(92)
986
(4)
517
1
582
50
24,487

As a result of the adoption of ASC 606, the opening balances as of August 31, 2018 for receivables, other current assets,
and other current liabilities increased as a result of the reclassification of allowances for rebates, pricing adjustments, andreturns to conform to the new presentation requirements. The margin from previously deferred sales to distributors wasreclassified from other current liabilities to retained earnings. The tax effects of the adoption of ASC 606 were recorded
primarily as a reduction of net deferred tax assets, substantially as a result of recognizing income for accounting purposes
earlier under ASC 606 than for tax purposes in various jurisdictions.

9The effects of ASC 606 to our consolidated statement of operations and balance sheet were as follows:
Amounts
Without the
Effects of
Adoption of
As Reported
Adjustments
ASC 606(95) $$
7,913 $
7,818
(41)
3,298
3,257
(33)
(31)
2
(477)
(474)
3
(49)
3,293
3,244

Quarter ended November 29, 2018
Revenue
Cost of goods soldInterest expense
Income tax provision
Net income attributable to Micron

As of November 29, 2018
Receivables
Other current assets
Deferred tax assets
Accounts payable and accrued expenses
Other current liabilities
Other noncurrent liabilities
Retained earnings

As Reported
$
5,418
182
842
4,200
591
834
27,769Adjustments
(161)
$
(41)
92
(2)
(8)
(1)
(99)

Amounts
Without the
Effects of
Adoption of
ASC 606
$
5,257
141
934
4,198
583
833
27,670Recently Issued Accounting Standards Not Yet Adopted
In November 2018, the FASB issued ASU 2018-18 – Collaborative Arrangements, which clarifies that certain transactions
between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement
participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from acollaborative arrangement participant if the participant is not a customer. This ASU will be effective for us in the first quarter of2021 with early adoption permitted. This ASU requires retrospective adoption to the date we adopted ASC 606, August 31,
2018, by recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the earliest annual period
presented. We are evaluating the timing and effects of our adoption of this ASU on our financial statements.
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 increases or decreases of expected credit losses that have taken place during theperiod. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowancefor 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 beenrecognized 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 lease payments. This ASU, as amended, will be effective
for us in the first quarter of 2020 with early adoption permitted and allows for either a modified retrospective adoption or aretrospective adoption by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the periodof 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.
10Cash and Investments
Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, wereas follows:
As of

Cash
Level 1(2)Money market funds
Level 2(3)Corporate bonds
Government
securities
Asset-backed
securities
Commercial paper
Certificates ofdeposit
Restricted cash(4)Cash, cash equivalents,
and restricted cash

November 29, 2018

August 30, 2018

Cash andEquivalents

Short-term
Investments

Long-termMarketable
Investments(1)

$

$

$

$

2,073

—

Total Fair
Value

Cash andEquivalents

Short-term
Investments

Long-termMarketable
Investments(1)Total Fair
Value

—

$ 2,073

$

$

$

—

$ 3,223

3,223

—

2,014

—

—

2,014

2,443

—

—

2,443

56

588

943

1,587

3

172

272

447

158

309

243

710

5

63

103

171

2
74

78
82

369
—

449
156

—
26

34
16

96
—

130
42

70
4,447
78

59
1,116

10
1,565

139
$ 7,128

806
6,506
81

11
296

2
473

819
$ 7,275

$

$

4,525

$

$

$

6,587

(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 analyses to validate information obtained from these pricing services. No adjustments were made to thefair values indicated by such pricing information as of November 29, 2018 or August 30, 2018.
(4)
Restricted cash is included in other noncurrent assets and primarily consisted of 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.
(2)

Gross realized gains and losses from sales of available-for-sale securities were not material for any period presented. As of
November 29, 2018, there were no available-for-sale securities that had been in a loss position for longer than 12 months.

Receivables
November 29,
2018
$
4,980
226
212
$
5,418

As of
Trade receivables
Income and other taxes
Other

11

August 30,
2018
$
5,056
161
261
$
5,478

Inventories
As ofFinished goods
Work in process
Raw materials and supplies

November 29,
2018
$
745
2,643
488
$
3,876

August 30,
2018
$
815
2,357
423
$
3,595

November 29,
2018
$
346
9,006
39,652

August 30,
2018
$
345
8,680
38,249Property, Plant, and Equipment
As of
Land
Buildings
Equipment(1)Construction in progress(2)SoftwareAccumulated depreciation
$

1,467
732
51,203(26,396)
24,807 $

1,162
655
49,091(25,419)
23,672(1)

Included costs related to equipment not placed into service of $1.85 billion and $1.73 billion, as of November 29, 2018
and August 30, 2018, respectively.
(2)
Included building-related construction, tool installation, and software costs for assets not yet placed into service.

Intangible Assets and Goodwill
As ofAmortizing assets
Product and process technology
Non-amortizing assets
In-process R&D
Total intangible assets
Goodwill

November 29, 2018
Gross
Accumulated
AmountAmortization
$

713

$

—
$

713

$

1,228

$

August 30, 2018
Gross
Accumulated
AmountAmortization(357) $

567

—

108

(357) $

675

$

1,228

$

(344)
—

$

(344)

In the first quarters of 2019 and 2018, we capitalized $49 million and $9 million, respectively, for product and process
technology with weighted-average useful lives of 7 years and 10 years, respectively, and placed in service $108 million of inprocess R&D in the first quarter of 2019, which is being amortized on a straight-line basis over 6 years. Expected amortization
expense is $55 million for the remainder of 2019, $64 million for 2020, $58 million for 2021, $47 million for 2022, and$40 million for 2023.

12

Accounts Payable and Accrued Expenses
November 29,
2018
$
1,683
1,213
569
550
185
$
4,200

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

August 30,
2018
$
1,692
1,238
402
841
201
$
4,374

Debt
As of

Instrument
IMFT Member Debt
Capital lease obligations
MMJ Creditor Payments
2022 Term Loan B
2025 Notes
2032D Notes(1)(2)2033F Notes(1)(3)
2043G Notes(1)
(1)

(2)

(3)

Stated
Rate
N/A
N/A
N/A
4.06%
5.50%
3.13%
2.13%
3.00%

November 29, 2018
Net Carrying Amount
Effective
LongCurrent
Total
Rate
Term
N/A $
— $ 1,009 $ 1,009
4.03%
289
509
798
9.76%
1
172
173
4.47%
5
719
724
5.56%
—
515
515
6.33%
36
124
160
4.93%
67
—
67
6.76%
—
686
686
$ 398 $ 3,734 $ 4,132

August 30, 2018
Net Carrying Amount
LongCurrent
Total
Term
$
— $ 1,009 $ 1,009
310
536
846
309
183
492
5
720
725
—
515
515
—
132
132
235
—
235
—
682
682
$ 859 $ 3,777 $ 4,636

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 September 30, 2018, these notes are convertible by the holders at any timethrough the calendar quarter ended December 31, 2018. Additionally, the closing price of our common stock also
exceeded the thresholds for our 2032D Notes and 2033F Notes for the calendar quarter ended December 31, 2018;
therefore, such notes are convertible by the holders at any time through March 31, 2019.
Current debt as of November 29, 2018 included an aggregate of $36 million for the settlement obligation (including
principal and amounts in excess of principal) for conversions of our 2032D Notes that will settle in cash in the second
quarter of 2019.
The 2033F Notes were classified as current as of November 29, 2018 because the terms of these notes require us topay cash for the principal amount of any converted notes and holders of these notes had the right to convert theirnotes as of that date.

Convertible Senior Notes
As of November 29, 2018, the trading price of our common stock was higher than the initial conversion prices of ourconvertible notes and, as a result, the aggregate conversion value of $2.11 billion exceeded the aggregate principal amount of$1.23 billion by $877 million.
Available Revolving Credit Facility
On November 27, 2018, we increased the amount available to draw under our existing revolving credit facility expiring inJuly 2023 from $2.0 billion to $2.5 billion. As of November 29, 2018, there were no outstanding amounts drawn under thisfacility.

13

Debt Conversions
During the first quarter of 2019, we settled conversions of debt with an aggregate principal amount of $38 million. When
we receive a notice of conversion for any of our convertible notes and elect to settle in cash any amount of the conversion
obligation in excess of the principal amount, the cash settlement obligations become derivative debt liabilities subject to markto-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 the fair value ofthe equity component of the converted notes from additional capital to derivative debt liability within current debt in ourconsolidated balance sheet.
The following table presents the effects of conversions and settlements of debt in the first three months of 2019:

Three months ended November 29, 2018
Settled conversions
2033F Notes
Conversions not settled
2032D Notes(1)(1)

Decrease in
Principal

Increase(Decrease) in
Carrying
Value

Decrease in
Cash

Decrease in
EquityGain (Loss)$(38) $(169) $

(164) $

(8) $

13

$

—
(38) $

27(142) $—
(164) $

(28)(36) $

1
14

As of November 29, 2018, an aggregate of $10 million principal amount of our 20332D Notes (with a carrying valueof $36 million) had converted but not settled. These notes will settle in the second quarter of 2019 in cash.

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; Micron
Semiconductor Products, Inc.; and Micron Consumer Products Group, Inc. in the U.S. District Court for the District ofDelaware. On March 27, 2015, Elm filed an amended complaint against the same entities. The amended complaint alleges that
unspecified semiconductor products of ours that incorporate multiple stacked die infringe 13 U.S. patents and seeks damages,
attorneys' fees, and costs.
On 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,
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 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
14

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 revenue.
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.
QimondaOn 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 November 29, 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 by15

Micron 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 and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018, SAMR
made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain 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.
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.

EquityMicron Shareholders' Equity
Common Stock Repurchases: Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of
our outstanding common stock beginning in our fiscal 2019. We may purchase shares on a discretionary basis through openmarket purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1
trading plans, subject to market conditions and our ongoing determination of the best use of available cash. The repurchaseauthorization does not obligate us to acquire any common stock.
In the first quarter of 2019, we repurchased an aggregate of 42 million shares of our common stock for $1.80 billion underan accelerated share repurchase agreement, a Rule 10b5-1 plan, and through open market repurchases. The shares wererecorded as treasury stock.
On November 5, 2018, we entered into Rule 10b5-1 plans under which our brokers have authority to purchase our common
stock on our behalf in our second quarter (with such purchases beginning on December 20, 2018), third quarter, and fourth
quarter of 2019. We may cancel any of the plans at any time at our option.

16

Noncontrolling Interests in Subsidiaries
As of
IMFT
Other

$
$

November 29, 2018
Balance
Percentage
853
49% $
17
Various
870$

August 30, 2018
Balance
Percentage
853
49%
17
Various870

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 $175 million and $112 million, in the firstquarters of 2019 and 2018, respectively.
The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. At any time throughDecember 2018, Intel can exercise its option to require us to purchase, and from January 2019 through December 2021, we can
exercise our option to purchase 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 option, we can elect to set theclosing date of the transaction any time between six months and two years following such election by Intel and we can elect toreceive financing of the purchase price from Intel for one to two years from the closing date. On October 18, 2018, weannounced our intent to exercise our option to acquire Intel's interest in IMFT. Upon such exercise, Intel can elect to set theclosing date of the transaction to be any time between six months and one year from the date we exercise our option. Following
the closing date resulting from exercise of either option, we will continue to supply to Intel for a period of up to one year, at amargin that varies depending on which option was exercised. For the first six months of such one-year period, Intel can receive
supply ranging from 50% to 100%, at Intel's choice, of the volume supplied to Intel by IMFT in the six-month period
immediately prior to the closing date. For the second six months of such one-year period, Intel can receive supply ranging from
0% to 100%, at Intel's choice, of the volume supplied to Intel by IMFT in the first six-month period.
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.

17

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:
November 29,
2018

As of
AssetsCash and equivalents
Receivables
Inventories
Other current assets
Total current assets
Property, plant, and equipment
Other noncurrent assets
Total assets$$

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

August 30,
2018

169
120
105
3
397
2,539
46
2,982

$

102
16
8
126
1,064
71
1,261

$

$

$

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

138
20
9
167
1,064
74
1,305

Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.

Fair Value Measurements
All of our marketable debt and equity investments were classified as available-for-sale and carried at fair value as of thedates noted below. The estimated fair values of our convertible and other notes in the table below were determined based on
Level 2 inputs, and together with the carrying value of our outstanding debt instruments (excluding the carrying value of equity
and mezzanine equity components of our convertible notes) were as follows:
As ofNovember 29, 2018
Fair
Carrying
Value
Value
$
2,459 $
2,421
2,125
913

Notes and MMJ Creditor Payments
Convertible notes

18

August 30, 2018
Fair
Carrying
Value
Value
$
2,798 $
2,741
3,124
1,049

Derivative Instruments
Fair Value of
Current
Current
Assets(2)Liabilities(3)GrossNotional
Amount(1)As of November 29, 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(4)

417

$

2,555

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(4)

538

(2)
(3)

(4)

$

(10)

(17)
(37)
(54)

12
—
12
$

12

$

(64)

$

—

$

(13)

1,919

(10)
(167)
(177)

14
—
14
$

(1)

—

14

$

(190)

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.
Notional amounts of convertible notes settlement obligations as of November 29, 2018 and August 30, 2018 were
1 million and 3 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 $13 million and $4 million for the first quarters of 2019 and 2018, respectively, in accumulated
other comprehensive income from the effective portion of cash flow hedges. Neither the amount excluded from hedge
effectiveness nor the reclassifications from accumulated other comprehensive income to earnings were material in the first19

quarters of 2019 or 2018. The amounts from cash flow hedges included in accumulated other comprehensive income that are
expected to be reclassified into earnings in the next 12 months were also not material.
Derivative Instruments without Hedge Accounting Designation
Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within
three months to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end ofeach reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into
U.S. dollars and the associated outstanding forward contracts are marked to market. Currency forward contracts are valued atfair values based on the middle of bid and ask prices of dealers or exchange quotations (Level 2). Realized and unrealized
gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying
monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense).
For derivative instruments without hedge accounting designation, we recognized losses of $11 million in the first quarter of2019 and amounts recognized were not material in the first quarter 2018.
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 gains
of $16 million in the first quarter of 2019 and amounts recognized were not material in the first quarter of 2018 in other nonoperating income (expense), net for the changes in fair value of the derivative settlement obligations.

Equity Plans
As of November 29, 2018, 115 million shares of our common stock were available for future awards under our equity
plans.
Stock Options
Stock options granted and assumptions used in the Black-Scholes option valuation model were as follows:
November 29, November 30,
2018
2017
—
1
$
19.50
$
17.67
5.4
5.6
44%
44%
2.9%
2.1%
0.0%
0.0%

Quarter 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
Restricted Stock and Restricted Stock Units ("Restricted Stock Awards")
Restricted Stock Awards activity is summarized as follows:

November 29,
2018
6
$
39.02

Quarter ended
Restricted stock award shares granted
Weighted-average grant-date fair value per share20

November 30,
2017
2
$
39.01

Stock-based Compensation Expense

Quarter ended
Stock-based compensation expense by caption
Cost of goods soldSelling, general, and administrative
Research and development

November 29,
2018

November 30,
2017

$

26
19
16
61

$

41
12
8
61

$

$
Stock-based compensation expense by type of award
Restricted stock awards
Stock options
Employee Stock Purchase Plan

$

$

$

$

20
18
13
51

34
17
—
51

Income tax benefits related to share-based payment arrangements were $23 million and $57 million for the first quarters of2019 and 2018, respectively. Income tax benefits related to share-based compensation for the first quarter of 2018 were offset
by an increase in the U.S. valuation allowance. As of November 29, 2018, $498 million of total unrecognized compensation
costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the first quarter of2023, resulting in a weighted-average period of 1.4 years.

Revenue and Contract Liabilities
Our revenues are primarily recognized at a point in time, when control of the promised goods is transferred to ourcustomers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Contracts withour customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery.
We estimate a liability for returns using the expected value method based on historical rates of return. In addition, we generally
offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price. We
estimate the amount of consideration we expect to be entitled to from sales to distributors, using the expected value method,
based on historical price adjustments and current pricing trends. Differences between the estimated and actual amounts arerecognized as adjustments to revenue. (See "Segment and Other Information" note for disclosure of disaggregated revenue.)
Contract Liabilities

November 29,
2018
$
183
115
$
298

As of
Contract liabilities from customer advances
Other contract liabilities

Opening
Balance as ofAugust 31,
2018
$
235
113
$
348

Our contract liabilities are for advance payments received from customers to secure product in future periods and for otherarrangements where we have received amounts in advance of satisfying performance obligations and are reported in theaccompanying consolidated balance sheets within other current liabilities and other noncurrent liabilities. Revenue and interest
expense associated with contract liabilities for the time value of advance payments was not material in any period presented. As
of November 29, 2018, our future performance obligations beyond one year were not material.

21

Changes in contract liabilities were as follows:
Contract liabilities balance as of August 31, 2018
Revenue recognized from beginning balance
Additions and other activity
Contract liabilities balance as of November 29, 2018

$

$

348
(117)
67
298

Contract liabilities increase as a result of receiving new advance payments from customers and decrease as revenue isrecognized from customers purchasing product under advance payment arrangements. Additions and other activity included
new customer advances, payments received from license and other arrangements in advance of performance, and interest
accrued for financing components on advance payments. Revenue recognized in the first quarter of 2019 included $112 million
from shipments against customer advances and $5 million in revenue recognized upon meeting other performance obligations.
Consideration Payable to Customers
As of November 29, 2018, other current liabilities included $332 million for estimates of consideration payable tocustomers, including estimates for pricing adjustments and returns.

Research and Development
We share the cost of certain product and process development activities with development partners. Our R&D expenses
were reduced by $30 million and $56 million, for the first quarters of 2019 and 2018, respectively, pursuant to reimbursements
under these 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 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
November 29,
2018
$
33
3
$
36

Quarter ended
Restructure and asset impairments
Other

November 30,
2017
$
6
5
$
11

Restructure and asset impairments in the first quarter of 2019 included cost of $16 million primarily as a result of ourcontinued emphasis to centralize certain key functions and impairment losses of $16 million to write-off the carrying value ofcertain property, plant, and equipment.

Other Non-Operating Income (Expense), Net
Quarter ended
Gain (loss) on debt prepayments, repurchases, and conversions
Loss from changes in currency exchange rates
22

November 29, November 30,
2018
2017
(195)
$
14 $
(5)
(9)
(204)
$
9 $

For the first quarter of 2018, loss on debt prepayments, repurchases, and conversions was primarily due to losses
recognized in connection with the repurchase of our 2023 Secured Notes and our 2023 Notes.

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 imposed a one-time transition tax in 2018 (the "Repatriation Tax") and, beginning in 2019,
created a new minimum tax on certain foreign earnings (the "Foreign Minimum Tax"). SEC Staff Accounting Bulletin No. 118("SAB 118") allows the use of provisional amounts (reasonable estimates) if the analyses of the impacts of the Tax Act have notbeen completed when financial statements are issued. During the first quarter of 2019, we finalized the computations of theincome tax effects of the Tax Act. As such, in accordance with SAB 118, our accounting for the effects of the Tax Act iscomplete.
Our income tax provision consisted of the following:
Quarter ended
Income tax provision, excluding items below
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW
Repatriation Tax, net of adjustments related to uncertain tax positions

November 29, November 30,
2018
2017
(378) $
(88)
$
(52)
(26)
(47)
—
(477) $
(114)$

As of November 29, 2018, we had gross unrecognized income tax benefits of $268 million, substantially all of which
would affect our effective tax rate in the future, if recognized. The amount accrued for interest and penalties related to uncertain
tax positions was not material for any period presented.
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$427 million (benefiting our diluted earnings per share by $0.36) for the first quarter of 2019 and by $391 million ($0.32 perdiluted share) for the first quarter of 2018.

Earnings Per Share
Quarter ended
Net income attributable to Micron – Basic and Diluted

November 29,
2018
$
3,293

November 30,
2017
$
2,678

1,133
41
1,174

1,134
91
1,225

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

$

2.91
2.81

$

2.36
2.19

Antidilutive potential common stock shares that could dilute basic earnings per share in the future were 6 million and 2
million for the first quarters of 2019 and 2018, respectively.

23

Segment and Other Information
Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating decision
maker. We have the following four business units, which are our reportable segments:
Compute and Networking Business Unit ("CNBU"): Includes memory products sold into 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 other storage products, including component-level solutions sold into
enterprise and cloud, client, and consumer 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, medical, andconsumer markets.
Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other
indirect operating income and expenses are generally allocated to segments based on their respective percentage of cost of
goods sold or forecasted wafer production. We do not identify or report internally our assets (other than goodwill) or capital
expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating
income or expense items, or taxes to segments.
Quarter ended
Revenue
CNBU
MBU
SBU
EBU
All Other

November 29,
2018

November 30,
2017

$

3,604
2,212
1,143
933
21
7,913

$

2,211
1,203
80
387
6
3,887

$

1,914
505
400
342
(4)
3,157

(61)
(30)
(37)
(128) $

(51)
(6)
(3)
(60)

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

Unallocated
Stock-based compensation
Restructure and asset impairments
Employee severance, start-up costs, and other

Operating income

$

3,759

$

$

3,212
1,365
1,383
830
13
6,803

3,097

Revenue by product type was as follows:
November 29,
2018
$
5,373
2,179
361
$
7,913

Quarter ended
DRAM
NAND
Other (primarily 3D XPoint memory and NOR)

24

November 30,
2017
$
4,562
1,898
343
$
6,803

Customer Concentrations: Revenue from Huawei Technologies Co., Ltd. was 13% of total revenue for the first quarter of2019 and no other customer exceeded 10%.

ITEM 2. 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 included
in our Annual Report on Form 10-K for the year ended August 30, 2018. All period references are to our fiscal periods unlessotherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Our fiscal 2019and 2018 each contain 52 weeks. All production data includes the production of IMFT. All tabular dollar amounts are in
millions, except per share amounts.

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, mobile, and automotive.
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 are 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 revenues. We generally develop firmware and, in the first quarter of 2019, introduced proprietarycontrollers into our SSDs. 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.

25

Results of Operations
Consolidated Results
First Quarter
Fourth Quarter
First Quarter
2019
2018
2018
$ 7,913
100 % $ 8,440
100 % $ 6,803
100 %
3,298
42 %
3,289
39 %
3,056
45 %
4,615
58 %
5,151
61 %
3,747
55 %

Revenue
Cost of goods sold
Gross margin
Selling, general, and administrative
Research and development
Other operating (income) expense, net
Operating income

209
611
36
3,759

Interest income (expense), net
Other non-operating income (expense), net
Income tax provision
Net income attributable to noncontrolling interests
Net income attributable to Micron

5
9
(477)
(3)
$ 3,293

3%
8%
—%
48 %

215
567
(8)
4,377

(16)
—%
(15)
—%
(20)
(6)%
(1)
—%
42 % $ 4,325

3%
7%
—%
52 %

191
448
11
3,097

3%
7%
—%
46 %

(101)
—%
(204)
—%
(114)
—%
—%
—
51 % $ 2,678

(1)%
(3)%
(2)%
—%
39 %

Total Revenue
Total revenue for the first quarter of 2019 decreased 6% as compared to the fourth quarter of 2018 due to less favorable
market conditions as a result of customer inventory corrections and CPU shortages and to a manufacturing issue at one of our
suppliers. Sales of DRAM products for the first quarter of 2019 decreased 9% from the fourth quarter of 2018 reflecting
decreases in average selling prices from challenging market conditions, particularly in enterprise and cloud server markets andgraphics markets, partially offset by increases in sales of mobile products driven by continued execution in delivering new
LPDRAM products. Sales of NAND products for the first quarter of 2019 decreased 3% from the fourth quarter of 2018
primarily due to declines in sales of SSD storage products as a result of pricing decreases, partially offset by higher shipment
volumes of managed NAND products into mobile markets, which increased more than 50% due to our execution in delivering
products featuring advanced 3D NAND technologies combined with strong customer acceptance. Sales volumes of NAND
products for the first quarter of 2019 increased by a low to mid-teen percent as compared to the fourth quarter of 2018, which
mitigated a similar decline in average selling prices.
Total revenue for the first quarter of 2019 increased 16% as compared to the first quarter of 2018. Higher revenue in thefirst quarter of 2019 for both DRAM and NAND products as compared to the first quarter of 2018 was driven by strong
execution in delivering high-value products featuring our 1Xnm DRAM and 64-layer TLC 3D NAND technologies combinedwith demand growth across our primary markets. Sales of DRAM products for the first quarter of 2019 increased 18% from thefirst quarter of 2018 primarily due to moderate increases in both sales volumes and average selling prices as a result of strong
market growth, particularly for cloud, enterprise, mobile, and graphics markets, combined with increased sales into high-value
markets. Sales of NAND products for the first quarter of 2019 increased 15% from the first quarter of 2018 primarily due to an
approximate 70% increase in sales volumes driven by increases in sales of high-value mobile managed NAND products
enabled by strong demand and our transition to products featuring 64-layer TLC 3D NAND, partially offset by decreases inaverage selling prices of approximately 30%.
Overall Gross Margin
Our overall gross margin percentage decreased to 58% for the first quarter of 2019 from 61% for the fourth quarter of 2018
primarily due to declines in market pricing partially offset by manufacturing cost reductions for NAND products enabled bystrong execution in delivering products featuring advanced 3D NAND technologies. For the first quarter of 2019 as comparedto the fourth quarter of 2018, margins for DRAM products decreased due to the declines in averages selling prices and margins
for NAND products decreased as declines in average selling prices outpaced manufacturing cost reductions.

26

Our overall gross margin percentage of 58% for the first quarter of 2019 increased from 55% for the first quarter of 2018
primarily due to strong execution in delivering products featuring advanced technologies, including 1Xnm DRAM and 64-layer
3D NAND, enabling manufacturing cost reductions. For the first quarter of 2019 as compared to the first quarter of 2018,
pricing for DRAM products increased while manufacturing costs declined and for NAND products, declines in average selling
prices slightly outpaced manufacturing cost reductions.
Revenue by Business UnitFirst Quarter
Fourth Quarter
First Quarter
2019
2018
2018
$ 3,604
46% $ 4,361
52% $ 3,212
47%
2,212
28%
1,895
22%
1,365
20%
1,143
14%
1,242
15%
1,383
20%
933
12%
923
11%
830
12%
21
—%
19
—%
13
—%
$ 7,913$ 8,440$ 6,803

CNBU
MBU
SBU
EBU
All Other

Percentages are of total revenue but may not total 100% due to rounding.
CNBU revenue for the first quarter of 2019 decreased 17% as compared to the fourth quarter of 2018 due to customer
inventory corrections and CPU shortages, particularly in enterprise server, cloud server, and graphics markets. MBU revenue
for the first quarter of 2019, which was comprised primarily of mobile LPDRAM and managed NAND products, increased
17% as compared to the fourth quarter of 2018. The increase was primarily due to an approximate 50% increase in sales
volumes of managed NAND driven by strong customer demand and higher market share as well as higher sales of our
LPDRAM products driven by customer demand. SBU revenue for the first quarter of 2019 decreased 8% as compared to thefourth quarter of 2018 primarily due to lower demand for NAND storage products resulting from customer inventory
corrections in enterprise and cloud storage markets as well as a strategic allocation from storage products to mobile managed
NAND products. EBU revenue for the first quarter of 2019 increased slightly from the fourth quarter of 2018 due to continuing
strength in industrial and automotive markets. EBU revenue was comprised of products incorporating DRAM, NAND, andNOR Flash in decreasing order of revenue.
CNBU revenue for the first quarter of 2019 increased 12% as compared to the first quarter of 2018 due to demand growthacross key markets which drove increases in pricing and sales volumes. MBU revenue for the first quarter of 2019 increased
62% as compared to the first quarter of 2018 primarily due to strong execution in developing and qualifying mobile managed
NAND products as bit shipment volumes were more than six times the level in the prior year. MBU sales of LPDRAM products
also increased for the first quarter of 2019 as compared to the first quarter of 2018 due to strong customer demand. SBU
revenue from sales of NAND products for the first quarter of 2019 decreased by a low twenties percentage as compared to thefirst quarter of 2018 primarily due to declines in SBU NAND component sales from a strategic reallocation of supply fromcomponent sales to mobile managed NAND products. Increases in SBU sales volumes of SSDs for the first quarter of 2019 ascompared to the first quarter of 2018 were offset by declines in pricing. EBU revenue for the first quarter of 2019 increased
12% as compared to the first quarter of 2018 primarily due to strong demand across EBU's primary markets including
consumer, industrial multimarkets, and automotive.
Operating Income (Loss) by Business UnitFirst Quarter
Fourth Quarter
First Quarter
2019
2018
2018
$ 2,21161% $ 2,915
67% $ 1,914
60 %
1,203
54%
979
52%
505
37 %
80
7%
157
13%
400
29 %
387
41%
382
41%
342
41 %
(4) (31)%
6
29%
6
32%
$ 3,887$ 4,439$ 3,157

CNBU
MBU
SBU
EBU
All Other

Percentages reflect operating income (loss) as a percentage of revenue for each business unit.
27

CNBU operating income for the first quarter of 2019 decreased from the fourth quarter of 2018 primarily due to declines inpricing and sales volumes resulting from the effects of customer inventory corrections and CPU shortages. MBU operating
income for the first quarter of 2019 improved from the fourth quarter of 2018 primarily due to increases in managed NAND and
LPDRAM sales volumes and manufacturing cost reductions, which outpaced pricing declines. SBU operating income for the
first quarter of 2019 decreased from the fourth quarter of 2018 primarily due to price declines, which were partially offset by
manufacturing cost reductions enabled by our execution in transitioning to 64-layer TLC 3D NAND products. EBU operating
income for the first quarter of 2019 was relatively unchanged from the fourth quarter of 2018.
CNBU operating income for the first quarter of 2019 increased from the first quarter of 2018 primarily due to improved
pricing and higher sales volumes resulting from growth in demand for our products combined with manufacturing cost
reductions. MBU operating income for the first quarter of 2019 increased from the first quarter of 2018 primarily due toincreases in pricing and sales volumes for LPDRAM products, higher sales of managed NAND products, and manufacturing
cost reductions. SBU operating income for the first quarter of 2019 decreased from the first quarter of 2018 primarily due toprice declines, which were partially offset by manufacturing cost reductions. SBU operating income for the first quarter of 2019
was adversely impacted by fixed costs associated with underutilization of our share of IMFT's capacity. EBU operating income
for the first quarter of 2019 increased as compared to the first quarter of 2018 as a result of increased demand for DRAM
products across primary markets that drove higher sales volumes and selling prices, partially offset by higher R&D costs.
Operating Expenses and Other
Selling, General, and Administrative
SG&A expenses for the first quarter of 2019 were relatively unchanged from the fourth quarter of 2018. SG&A expenses
for the first quarter of 2019 were 9% higher than the first quarter of 2018 primarily due to increases in consulting fees.
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 the first quarter of 2019 were 8% higher than the fourth quarter of 2018 primarily due to increases involumes of development and pre-qualification wafers and employee labor and benefit costs. R&D expenses for the first quarterof 2019 were 36% higher than the first quarter of 2018 primarily due to increases in volumes of development and prequalification wafers, employee labor and benefit costs, and depreciation expense as a result of increases in capital spending.
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. Our R&D expenses were reduced byreimbursements under these development partner arrangements of $30 million and $56 million in the first quarters of 2019 and2018, respectively, and by $34 million in the fourth quarter of 2018. The decrease in R&D reimbursements in the first quarter of2019 was primarily due to reductions in our joint development activities with Intel for 3D XPoint technologies, which we
expect to be completed in the second half of 2019. We also expect to complete our joint development activities with Intel for
NAND technologies in the second half of 2019, which will further decrease R&D reimbursements.

28

Income Taxes
Our income tax provision consisted of the following:

Income tax provision, excluding items below
Utilization of and other changes in net deferred tax assets of MMJ,
MMT, and MTTW
Repatriation Tax, net of adjustments related to uncertain tax
positionsFirst Quarter
2019
(378)
$

Fourth Quarter
2018
(113)
$

First Quarter
2018
(88)
$

(52)

10

(26)

(47)
(477)

83
(20)

—
(114)

$
Effective tax rate

12.6%

$

$

0.5%

4.1%

Our effective tax rate increased in the first quarter of 2019 primarily as a result of the Foreign Minimum Tax. We operate ina 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 $427 million (benefiting ourdiluted earnings per share by $0.36) for the first quarter of 2019, $603 million ($0.49 per diluted share) for the fourth quarter of
2018, and $391 million ($0.32 per diluted share) for the first quarter of 2018.
Other
Interest expense for the first quarter of 2019 declined 34% and 73% as compared to the fourth and first quarters of 2018,
respectively, primarily due to decreases in debt obligations and increases in capitalized interest from higher levels of capitalspending. Interest income for the first quarter of 2019 increased 12% and 65% as compared to the fourth and first quarters of
2018, respectively, primarily due to increases in cash generated from operations that was invested in short-term and long-term
investments.
Further discussion of other operating and non-operating income and expenses can be found in the following notes
contained in "Item 1. Financial Statements – Notes to Consolidated Financial Statements – Equity Plans, Other Operating
Income (Expense), Net, and Other Non-Operating Income (Expense), Net" notes.

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 $2.50 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 $9 billion to $9.5 billion,
focused on technology transitions and product enablement. The actual amounts for 2019 will vary depending on market
conditions. As of November 29, 2018, we had commitments of approximately $2.8 billion for the acquisition of property, plant,
and equipment, substantially all of which is expected to be paid within one year.
Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock,
beginning in our fiscal 2019, which we may purchase on a discretionary basis through open-market purchases, block trades,
privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans, subject to market
conditions and our ongoing determination of the best use of available cash. The repurchase authorization does not obligate us to29

acquire any common stock. In the first quarter of 2019, we repurchased an aggregate of 42 million shares of our common stock
for $1.80 billion under an accelerated share repurchase agreement, a Rule 10b5-1 plan, and through open market repurchases.
At any time through December 2018, Intel can exercise its option to require us to purchase, and from January 2019 throughDecember 2021, we can exercise our option to purchase from Intel, Intel's interest in IMFT. On October 18, 2018, weannounced our intent to exercise our option to acquire Intel's interest in IMFT. Upon such exercise, Intel can elect to set theclosing date of the transaction to be any time between six months and one year from the date we exercise our option. At thetime of close, we expect to pay approximately $1.5 billion in cash for the transaction, dissolving Intel's noncontrolling interest
in IMFT as well as IMFT Member Debt, which was $1 billion as of November 29, 2018.
Cash and marketable investments totaled $7.13 billion and $7.28 billion as of November 29, 2018 and August 30, 2018,
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.
Limitations on the Use of Cash and Investments
MMJ Group: Cash and marketable investments as of November 29, 2018 included $306 million held by the MMJ Group.
As a result of the corporate reorganization proceedings of MMJ initiated in March 2012, and for so long as such proceedings
are continuing, 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 theconsent of the Tokyo District Court and may, under certain circumstances, be subject to the approval of the legal trustee. As aresult, the assets of the MMJ Group are not available for use by us in our other operations. Furthermore, certain uses of theassets 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 $169 million held by IMFT as of November 29, 2018. Our ability toaccess funds held by IMFT to finance our other operations is subject to agreement by Intel and contractual limitations. Amounts
held by IMFT are not anticipated to be available to finance our other operations.
Indefinitely Reinvested: As of November 29, 2018, the amount of cash and marketable investments held by foreignsubsidiaries whose earnings were considered to be indefinitely reinvested consisted of all the $306 million of cash andmarketable investments held by the MMJ Group. Determination of the amount of unrecognized deferred tax liabilities related toinvestments in these foreign subsidiaries is not practicable.
Cash FlowsNet 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$$

First Quarter
2019
2018
4,810 $
3,636
(4,427)(1,434)(2,435)(1,282)(10)(6)(2,062) $914

Operating Activities: For the first quarter of 2019, cash provided by operating activities was due primarily to net income
and the effect of working capital adjustments, which included a $286 million increase in inventory due to higher levels of workin process and raw materials inventories, a $192 million decrease in deferred income taxes due primarily to the utilization ofdeferred tax assets, and a $189 million decrease in receivables as a result of lower levels of revenue. For the first quarter of
2018, cash provided by operating activities was due primarily to net income and the effect of working capital adjustments,
which included a $261 million decrease in accounts payable, accrued expenses, and other current liabilities, and a $121 million
increase in receivables due to a higher level of revenue.
Investing Activities: For the first quarter of 2019, net cash used for investing activities consisted primarily of $2.46 billionof expenditures for property, plant, and equipment (net of partner contributions) and $1.91 billion of net outflows from sales,maturities, and purchases of available-for-sale securities. For the first quarter of 2018, net cash used for investing activities
30

consisted primarily of $1.86 billion of expenditures for property, plant, and equipment (net of partner contributions), partially
offset by $453 million of net inflows from sales, maturities, and purchases of available-for-sale securities.
Financing Activities: For the first quarter of 2019, net cash used for financing activities consisted primarily of $1.80
billion for the acquisition of 42 million shares of treasury stock under an accelerated share repurchase agreement, a Rule10b5-1 plan, and through open market repurchases and cash payments to reduce our our debt, including $413 million forscheduled repayment of other notes and capital leases and $164 million to settle conversions of notes. For the first quarter of
2018, net cash used for financing activities consisted primarily of cash payments to reduce our debt, including $2.64 billion to
repurchase debt and settle conversions of notes and $109 million for scheduled repayment of other notes and capital leases.
Cash used for financing activities in the first quarter of 2018 was partially offset by net proceeds of $1.36 billion from theissuance of 34 million shares of our common stock for $41.00 per share in a public offering.
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 such notes at any
time through the calendar quarter ended December 31, 2018. Additionally, the closing price of our common stock also exceeded
the thresholds for our 2032D Notes and 2033F Notes for the calendar quarter ended December 31, 2018; therefore, such notes
are convertible by the holders at any time through March 31, 2019. The following table summarizes the potential settlementsthat we could be required to make for the calendar quarter ending December 31, 2018 if all holders converted their notes. The
amounts in the table below are based on our closing share price of $37.91 as of November 29, 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
Shares
14
6
35
55

If Settled With
Minimum Cash
RequiredRemainderCashin Shares
$
37
13
69
5
—
35
$
106
53

If Settled
Entirely With
Cash
$
544
240
1,324
$
2,108

Contractual Obligations

As of November 29, 2018
Notes payable(1)(2)
Capital lease obligations(2)Operating leases(3)
Total

Total
$

$

4,213
928
621
5,762

Payments Due by Period
Remainder
2020 - 2021 2022 - 2023
of 2019
$

$

113
245
29
387

$

$

594
339
97
1,030

$

$

855
118
100
1,073

2024 and
Thereafter
$
2,651
226
395
$
3,272

(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.
(2)

Critical Accounting Estimates
For a discussion of our critical accounting estimates, see "Part I – Item 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended August 30, 2018.
Except for the critical accounting estimates associated with revenue recognition as discussed below, there have been no materialchanges to our critical accounting estimates since our Annual Report on Form 10-K for the year ended August 30, 2018.
Revenue recognition: Revenue is primarily recognized when control of the promised goods is transferred to our customers
in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Contracts with our31customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. We
estimate a liability for returns using the expected value method based on historical rates of return. In addition, we generally
offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price. We
estimate the amount of consideration we expect to be entitled to from sales to distributors, using the expected value method,
based on historical price adjustment claims and current pricing trends. The difference between the estimated and actual amountis recognized as an adjustment to revenue.

Recently Adopted Accounting Standards
See "Item 1. Financial Statements – Notes to Consolidated Financial Statements – Recently Adopted AccountingStandards."

Recently Issued Accounting Standards Not Yet Adopted
See "Item 1. Financial Statements – Notes to Consolidated Financial Statements – Recently Issued Accounting Standards
Not Yet Adopted."

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are affected by changes in currency exchange and interest rates. For further discussion about market risk and sensitivity
analysis related to changes in currency exchange rates, see "Part II - Item 7A. Quantitative and Qualitative Disclosures About
Market Risk" of our Annual Report on Form 10-K for the year ended August 30, 2018.

ITEM 4. 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 first quarter of 2019, there were no changes in our internal control over financial reporting that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSFor a discussion of legal proceedings, see "Part I – Item 3. Legal Proceedings" of our Annual Report on Form 10-K for theyear ended August 30, 2018 and "Part I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial
Statements – Contingencies" and "Item 1A. Risk Factors" herein.

ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-Q, 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
32materially from those contained in any forward-looking statements made by us. Our operations could also be affected by otherfactors that are presently unknown to us or not considered significant. Any of the factors below could have a material adverse
effect on our business, 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. Average selling
prices for our products that decline faster than our costs could have a material adverse effect on our business, results ofoperations, 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 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 further declines in average selling prices for our products and would materially adversely affect our business, results of33

operations, or financial condition. If competitors are more successful at developing or implementing new product or process
technology, their products could have cost or performance advantages.
The competitive nature of our industry could have a material adverse effect on our business, results of operations, or
financial condition.
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 capital expenditures in2019 for property, plant, and equipment, net of partner contributions, to be $9 billion to $9.5 billion, focused on technology
transitions and product enablement.
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.
A significant concentration of our revenue is to a select number of customers.
In each of the last three years, approximately one-half of our total revenue was from our top ten customers. A disruption in
our relationship with any of these customers could adversely affect our business. We could experience fluctuations in ourcustomer base or the mix of revenue by customer as markets and strategies evolve. In addition, any consolidation of our34

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 revenue. 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.
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 I. Financial Information –Item 1. Financial Statements – Notes to Consolidated Financial Statements – Contingencies.")
We are subject to allegations of anticompetitive conduct.
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.
On May 15, 2018, the Chinese State Administration for Market Regulation ("SAMR") notified Micron that it wasinvestigating potential collusion and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018, SAMR
made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain information as part of its
investigation. We are cooperating with SAMR in its investigation.
We are unable to predict the outcome of these matters and therefore cannot estimate the range of possible loss. The final
resolution of these matters could result in significant liability and could have a material adverse effect on our business, resultsof operations, or financial condition.
New product and market development may be unsuccessful.
We are developing new products, including system-level memory and storage products and solutions, which complement
our traditional products or leverage their underlying design or process technology. We have 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.
35

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. At any timethrough December 2018, Intel can exercise its option to require us to purchase, and from January 2019 through December
2021, we can exercise our option to purchase from Intel, Intel's interest in IMFT. On October 18, 2018, we announced ourintent to exercise our option to acquire Intel's interest in IMFT. Upon such exercise, Intel can elect to set the closing date of thetransaction to be any time between six months and one year from the date we exercise our option. Our joint ventures andstrategic relationships are subject to various risks that could adversely affect the value of our investments and our results ofoperations, 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.
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 ourrevenues 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 system36

level 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. Our products and solutions may be deemed fully or partially responsible for functions
in our customers' products and may result in sharing or shifting of product or financial liability from our customers to us forcosts incurred by the end user as a result of our customers' products failing to perform as specified. 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 November 29, 2018, we had debt with a carrying value of $4.13
billion and may borrow up to an additional $2.50 billion under an undrawn revolving credit facility. In addition, as ofNovember 29, 2018, the conversion value in excess of principal of our convertible notes was $877 million, based on the trading
price of our common stock of $37.91 per share on such date.
Our debt obligations could adversely impact us. For example, these obligations could:
•
•
•
•
•
•
•
•
•
•

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
37

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.
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 I. Financial
Information – Item 1. Financial Statements – 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.
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 our38management. 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
settlement agreements, any of which could have a material adverse effect on our business, results of operations, or financial
condition.
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 or our customers' products or equipment and supplies
could have an adverse impact on our operations.
In 2018, 88% of our revenue was from customers located outside the United States. We also purchase a significant portionof equipment and supplies from suppliers outside the United States. Additionally, a significant portion of our facilities arelocated outside the United States, including Taiwan, Singapore, Japan, and China. The United States and other countries havelevied tariffs and taxes on certain goods. General trade tensions between the U.S. and China have been escalating in 2018, withthree rounds 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. For example, aU.S. tariff on Chinese goods, including certain of our products, was scheduled to increase from 10% to 25% on January 1,
2019; however, that increase has been delayed for 90 days pending trade negotiations between the U.S. and China. 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. Additionally, tariffs on our customers' products could impact their sales of such end products,
resulting in lower demand for our products. Further changes in trade policy, tariffs, additional taxes, restrictions on exports orother trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit ourability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of
our products, or inhibit 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.
39

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 November 29, 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 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.

40

We may make future acquisitions and/or alliances, which involve numerous risks.
Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements, involve
numerous risks, including the following:
•
•
•
•
•
•
•
•
•
•
•
•
•

integrating the operations, technologies, and products of acquired or newly formed entities into 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;
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 obtain41

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.
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 increased to 12.6% in the first quarter of 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
42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,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 revenue is from customers located outside the United States. In addition, asubstantial portion of our manufacturing operations are located outside the United States. In particular, a significant portion of
our manufacturing operations are concentrated in Singapore, Taiwan, Japan, and China. Our international sales and operations
are subject to a variety of risks, including:
•
•
•
•
•
•
•
•
•
•
•
•
•

export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions
on the transfer of funds;
imposition of bans on sales of goods or services to one or more of our significant foreign customers;
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. For
example, the United States government has in the past banned American firms from selling products and software to certain of
our customers and may in the future impose similar bans or other restrictions on sales to one or more of our significant
customers. If we or our customers, suppliers, or vendors are impacted by these risks, it could have a material adverse effect on
our business, results of 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 to43

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.
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:
•
•
•
•
•

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
44

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 wedeem advisable for its business 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.
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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSIn 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, and/or derivative transactions, subject to market conditions and ourongoing determination of the best use of available cash. The repurchase authorization does not obligate us to acquire any
common stock. In the first quarter of 2019, we repurchased an aggregate of 42 million shares of our common stock for $1.80
billion under an accelerated share repurchase agreement, Rule 10b5-1 plans, and through open market repurchases. The shareswere recorded as treasury stock.

PeriodAugust 31, 2018 – October 4, 2018
October 5, 2018
– November 1, 2018
November 2, 2018 – November 29, 2018(a) Total
number ofsharespurchased
25,691,192
11,494,319
5,220,139
42,405,650(b)
Averagepricepaid pershare$ 43.39
41.42
40.78

(c) Total number ofshares (or units)purchased as part ofpublicly announcedplans or programs
25,691,192
11,494,319
5,220,139(d) Maximum number (orapproximate dollar value)of shares (or units) that
may yet be purchased
under publicly announcedplans or programs$

8,196,303,572

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.

45

6. Exhibits
Exhibit
Filed
NumberDescription of Exhibit
Herewith Form
3.1
Restated Certificate of Incorporation of the Registrant
8-K
3.2
Bylaws of the Registrant, Amended and Restated
8-K
10.70
Incremental Amendment No. 1 to Credit Agreement dated
July 3, 2018, by and among Micron Technology, Inc., asborrower, JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent, and the other agents party thereto
and each financial institution party from time to time thereto
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32.1
Certification of Chief Executive Officer Pursuant to 18
U.S.C. 1350
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C.
1350
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

46

Period Exhibit/
FilingEnding Appendix Date
99.2
1/26/15
99.2
10/17/18

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Micron Technology, Inc.
(Registrant)

Date: December 19, 2018/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)

47

EXHIBIT 10.70

INCREMENTAL AMENDMENT NO. 1,
dated as of November 27, 2018
to theCREDIT AGREEMENT,
dated as of July 3, 2018
among
MICRON TECHNOLOGY, INC.,
as Borrower,
THE LENDERS PARTY HERETO,
andJPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as Collateral AgentJPMORGAN CHASE BANK, N.A.,
as Lead Arranger and Bookrunner

1

INCREMENTAL AMENDMENT NO. 1
INCREMENTAL AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, dated as of November 27, 2018
(this “Amendment”), among Micron Technology, Inc., a Delaware corporation (the “Company” or “Borrower”), the other Loan
Parties, the lenders party hereto (the “2018 Incremental Revolving Lenders”), JPMorgan Chase Bank, N.A., as administrative
agent and as collateral agent under the Credit Agreement (the “Administrative Agent”).
WITNESSETH:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of July 3, 2018 (as amended,
restated, supplemented or otherwise modified from time to time heretofore, the “Existing Credit Agreement” and as amended
by this Amendment, the “Amended Credit Agreement”);
WHEREAS, the Company desires to increase the aggregate amount of Revolving Commitments by anaggregate amount of $500,000,000 (the “2018 Incremental Revolving Commitments”); andWHEREAS, subject to the terms and conditions set forth herein and with the consent of the 2018 Incremental
Revolving Lenders, the 2018 Incremental Revolving Lenders have agreed to provide 2018 Incremental Revolving
Commitments in the amounts set forth in Exhibit A hereto.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.
Defined Terms. Unless otherwise defined herein, terms defined in the Amended Credit
Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement.
SECTION 2.

Incremental Revolving Facility.

(a)
Subject to the satisfaction of the conditions set forth in Section 4 below, each 2018 Incremental
Revolving Lender with a 2018 Incremental Revolving Commitment set forth opposite its name on Exhibit A hereto agrees toprovide Revolving Commitments or increase the amount of its existing Revolving Commitments, as applicable, in such amountas forth on Exhibit A and agrees, from time to time during the period from and including the 2018 Incremental Amendment
Effective Date (as defined below) to the Revolving Maturity Date, to make Revolving Loans to the Borrower in an aggregate
principal amount at any one time outstanding not to exceed the amount of such Lender’s Revolving Commitment (after giving
effect to such 2018 Incremental Revolving Commitment) in accordance with Sections 2.1, 2.2 and 2.3 of the Amended Credit
Agreement. For the avoidance of doubt, the notice requirements set forth in Section 2.25(b) are hereby satisfied. From andafter the 2018 Incremental Amendment Effective Date, except where the context otherwise requires, the 2018 Incremental
Revolving Commitments shall constitute “Revolving Commitments” for all purposes of the Amended Credit Agreement, andall provisions of the Amended Credit Agreement applicable to Revolving Commitments shall be applicable to the 2018
Incremental Revolving Commitments, and each 2018 Incremental Revolving Lender shall have all of the rights and obligationsof a “Lender” and a “Revolving Lender” under the Amended Credit Agreement and the other Loan Documents.
(b)
Each Lender’s Revolving Credit Exposure shall automatically be reallocated in accordance withsuch Lender’s Revolving Loan Percentage after giving effect to this Amendment and the 2018 Incremental Revolving
Commitments made hereunder.
SECTION 3.

Amendments.

(a)
Section 1.1 of the Existing Credit Agreement is hereby amended by adding the following definitionsin proper alphabetical order:“2018 Incremental Amendment”: means that certain Incremental Amendment No. 1 to the Credit Agreement,
dated as of November 27, 2018, among the Loan Parties, the Lenders party thereto and the Administrative Agent.
“2018 Incremental Amendment Effective Date”: as defined in the 2018 Incremental Amendment.
“2018 Incremental Revolving Commitments”: as defined in the 2018 Incremental Amendment.
“2018 Incremental Revolving Lenders”: as defined in the 2018 Incremental Amendment.
2

(b)Section 1.1 of the Existing Credit Agreement is hereby amended by amending and restating the lastsentence of the definition of “Revolving Commitments” as follows:“As of the 2018 Incremental Amendment Effective Date, the aggregate amount of the Lenders’ Revolving
Commitments is $2,500,000,000.”(c)
Section 2.1 of the Existing Credit Agreement is hereby amended by adding the following sentence tothe end of the paragraph:“For the avoidance of doubt, with effect from the 2018 Incremental Amendment Effective Date, unless thecontext otherwise requires, the 2018 Incremental Revolving Commitments shall constitute “Revolving
Commitments” for all purposes of this Agreement, and all provisions of this Agreement applicable to the
Revolving Commitments shall be applicable to the 2018 Incremental Revolving Commitments.”
SECTION 4.
Conditions to Effectiveness. This Amendment and the obligation of the 2018 Incremental
Revolving Lenders to make the 2018 Incremental Revolving Commitments to be made by it pursuant to Section 2(a) of thisAmendment shall become effective on the date (the “2018 Incremental Amendment Effective Date”) that each of the following
conditions shall have been satisfied or waived:(a)This Amendment shall have been executed and delivered by (i) a duly authorized officer of each
Loan Party, (ii) the 2018 Incremental Revolving Lenders, (iii) the Administrative Agent and (iv) the Issuing Banks.
(b)
The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the 2018
Incremental Amendment Effective Date, in the case of the Borrower, substantially in the form of Exhibit A-1 to the Credit
Agreement, and, in the case of the Guarantors substantially in the form of Exhibit A-2 to the Credit Agreement, each withappropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation
certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing
certificate for each Loan Party from its jurisdiction of organization.
(c)
No Default or Event of Default shall have occurred and be continuing, or would result from theeffectiveness of this Amendment on the 2018 Incremental Amendment Effective Date.
(d)
All representations and warranties contained in the Loan Documents shall be true and correct in allmaterial respects on and as of the 2018 Incremental Amendment Effective Date, with the same effect as if made on and as ofsuch date (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true andcorrect in all material 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).
(e)the Borrower shall be in compliance, on a pro forma basis (assuming the 2018 Incremental
Revolving Commitments were drawn in full), with the financial covenants set forth in Section 6.6 of the Amended Credit
Agreement 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 of the Amended Credit Agreement.
(f)
The Administrative Agent shall have received a certificate of a Financial Officer certifying
compliance with Sections 4(c), (d) and (e) above, together with reasonably detailed calculations demonstrating compliance with
Section 4(e) above (which calculations shall, if made as of the 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 bedelivered by Section 5.2 of the Amended Credit Agreement, be accompanied by a reasonably detailed calculation ofConsolidated EBITDA and Consolidated Interest Expense of the Borrower for the relevant period).
(g)
The Administrative Agent shall have received from the Company payment of all fees and expenses
required to be paid to the Administrative Agent and 2018 Incremental Revolving Lenders on or before the 2018 Incremental
Amendment Effective Date for which written invoices in reasonable detail have been submitted at least two Business Daysprior to the 2018 Incremental Amendment Effective Date.
(h)
The Administrative Agent shall have received executed legal opinions from (i) Wilson Sonsini
Goodrich & Rosati P.C., counsel to the Borrower and the Guarantors, (ii) the general counsel of the Borrower and (iii) Stoel
Rives LLP, Idaho counsel to the Loan Parties, each in form and substance satisfactory to the Administrative Agent3

(i)(i) The Administrative Agent shall have received all documentation and information as is reasonably
requested in writing at least five days prior to the 2018 Incremental Amendment Effective Date by any 2018 Incremental
Revolving Lender about the Borrower and its Subsidiaries that is required by U.S. Governmental Authorities under applicable“know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and (ii) tothe extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days
prior to the 2018 Incremental Amendment Effective Date, any 2018 Incremental Revolving Lender that has requested, in a
written notice to the Borrower at least 10 days prior to the 2018 Incremental Amendment Effective 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 this Amendment, the condition set forth in this clause(ii) shall be deemed to be satisfied).
(j)With respect to each Mortgaged Property, the Administrative Agent shall have received a completed“life-of-loan” Federal Emergency Management Agency standard flood hazard determination, and, to the extent a Mortgaged
Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special
flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, together witha notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable
Loan Party relating thereto and evidence of flood insurance, as required by Section 5.4(b) of the Existing Credit Agreement.
SECTION 5.
Representations of the Loan Parties. On and as of the 2018 Incremental Amendment
Effective Date, after giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative
Agent and each Lender that this Amendment has been duly authorized by all necessary corporate or other organizational action.
This Amendment has been duly executed and delivered by each Loan Party party hereto and constitutes a legal, valid andbinding obligation of each Loan Party party hereto, enforceable against such Person in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject togeneral principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 6.

No Other Amendment or Waivers; Confirmation; Reaffirmation.

(a)
Except as expressly provided hereby, all of the terms and provisions of the Existing Credit
Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments contained herein shallnot be construed as an amendment of any other provision of the Existing Credit Agreement or the other Loan Documents or for
any purpose except as expressly set forth herein or a consent to any further or future action on the part of any Loan Party thatwould require the waiver or consent of the Administrative Agent or the Lenders. This Amendment shall constitute a Loan
Document for purposes of the Amended Credit Agreement and from and after the 2018 Incremental Amendment Effective
Date, all references to the Credit Agreement in any Loan Document and all references to “this Agreement”, “hereunder”,“hereof” or words of like import referring to the Credit Agreement in the Amended Credit Agreement shall, unless expressly
provided otherwise, refer to the Amended Credit Agreement.
(b)Each Loan Party hereby (i) expressly acknowledges the terms of the Amended Credit Agreement,(ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) to which it isa party, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan
Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties
in accordance with the terms thereof and (v) further confirms that each Loan Document to which it is a party is and shallcontinue to be in full force and effect and the same are hereby ratified and confirmed in all respects.
(c)Each Loan Party hereby reaffirms, as of the 2018 Incremental Amendment Effective Date, (i) the
covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants andagreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (ii)
its guarantee of payment of the Obligations pursuant to the Guarantee and Collateral Agreement and its grant of Liens on the
Collateral to secure the Obligations.
SECTION 7.
APPLICABLE LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH
PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.16 OF THE EXISTING CREDIT AGREEMENT AS
IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
SECTION 8.
Miscellaneous. (a) This Amendment may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall4

constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or otherelectronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.
(b)
The provisions of this Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including permitted assignees of its Revolving Loans inwhole or in part prior to effectiveness hereof).
SECTION 9.
Headings. Section headings herein are included herein for convenience of reference onlyand shall not constitute a part hereof for any other purpose or be given any substantive effect.
SECTION 10. Post-Closing Obligations. Within 90 days after the 2018 Incremental Amendment Effective
Date (which period may be extended in the reasonable discretion of the Administrative Agent upon the request of the
Borrower), the Borrower or relevant Loan Party shall deliver to the Administrative Agent either:(a)written confirmation (which confirmation may be provided in the form of an electronic mailacknowledgment in form and substance reasonably satisfactory to the Collateral Agent, and which may include assumptions,exclusions and limitations which are consistent with local opinion practice) from local counsel in the jurisdiction in which the
Mortgaged Property is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or
recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured
Obligations, including the Secured Obligations evidenced by the Existing Credit Agreement, as amended pursuant to thisAmendment, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings,
re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, arenecessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien
created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Existing
Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; or(b)

the following documents:(i)with respect to each Mortgage encumbering a Mortgaged Property, an amendment thereof(a “Mortgage Amendment”) duly executed and acknowledged by Borrower or the relevant Loan Party, inform for recording in the recording office where the Mortgage was recorded and in form approved by local
counsel in the jurisdiction in which the Mortgaged Property is located, together with such certificates oraffidavits as shall be required in connection with the recording or filing thereof under applicable law, in eachcase in form and substance reasonably satisfactory to the Collateral Agent;(ii)
with respect to each Mortgage Amendment, a mortgage modification endorsement or othersimilar title product and at the reasonable request of the Agent, a recent title search or report (which shall not
be required to “date-down” or otherwise extend the date of the policy) to the existing title policy relating to
the Mortgage encumbering the applicable Mortgaged Property (a “Title Policy Endorsement”) and each such
Title Policy Endorsement shall otherwise be in form and substance reasonably satisfactory to the Collateral
Agent which provide insurance to the effect that the validity and enforceability of the Mortgage, as amended
by such Mortgage Amendment is not affected thereby; and(iii)
evidence acceptable to the Collateral Agent of payment by the Borrower or relevant Loan
Party of all applicable title insurance premiums, search and examination charges, and related charges,
mortgage recording taxes, and expenses required for the recording of the Mortgage Amendments andissuance of the Title Policy Endorsements.

[Signature Pages Follow]
5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and deliveredby their proper and duly authorized officers as of the day and year first above written.

MICRON TECHNOLOGY, INC.

By:
Name:
Title:MICRON SEMICONDUCTOR PRODUCTS,
INC.

By:
Name:
Title:

6

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and an Issuing Bank

By:
Name:
Title:

7

HSBC Bank USA, National Association, as an
Issuing Bank

By:
Name:
Title:

8

[ ], as a 2018 Incremental Revolving Lender

By:
Name:
Title:

9

EXHIBIT A
2018 Incremental Revolving Commitments

2018 Incremental Revolving Lender2018 Incremental Revolving
Commitment

JPMorgan Chase Bank, N.A.
HSBC Bank USA, National Association
BNP Paribas
Credit Agricole Corporate and Investment Bank
Mizuho Bank, Ltd.
DBS Bank Ltd.
Oversea-Chinese Banking Corporation Limited
Wells Fargo Bank, National Association
Citibank N.A.
Industrial and Commercial Bank of China Ltd., New York Branch
MUFG Bank, Ltd$22,500,000$22,500,000$16,000,000$16,000,000$16,000,000$16,000,000$16,000,000$176,000,000$15,000,000$15,000,000$15,000,000

Australia and New Zealand Banking Group Limited
Credit Suisse AG, Cayman Islands
Morgan Stanley Bank, N.A.
Goldman Sachs Bank USA$11,000,000$11,000,000$11,000,000$121,000,000
Total: $500,000,000

10EXHIBIT 31.1
RULE 13a-14(a) CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
I, Sanjay Mehrotra, certify that:1.

I have reviewed this Quarterly Report on Form 10-Q 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:

December 19, 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 Quarterly Report on Form 10-Q 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: December 19, 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 Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended November 29, 2018, fullycomplies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in the Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results ofoperations of Micron Technology, Inc.
Date: December 19, 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 Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended November 29, 2018, fullycomplies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in the Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results ofoperations of Micron Technology, Inc.
Date: December 19, 2018/s/ David A. Zinsner
David A. Zinsner
Senior Vice President and Chief Financial Officer