MICRON TECHNOLOGY INC - Annual Report: 2024 (Form 10-K)

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tabular amounts in millions, except per share amounts)

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Other investments with remaining maturities of less than one year are included in short-term investments. Investments with remaining maturities greater than one year are included in long-term marketable investments. The carrying value of investment securities sold is determined using the specific identification method.

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years. We capitalize a portion of costs incurred to patent technology based on historical data of patents issued as a percent of patents we file. Product and process technology costs are amortized over the shorter of (1) the estimated useful life of the technology, (2) the patent term, or (3) the term of the technology agreement. Fully-amortized assets are removed from product and process technology and accumulated amortization.

to years for buildings, years for production equipment, up to years for other equipment, and to years for software. Assets held for sale are carried at the lower of estimated fair value or carrying value and are included in current assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and we recognize any gain or loss in results of operations.

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million of financial lease liabilities and right-of-use assets under these arrangements.

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$ $ $ $ $ $ $

Level 1(2)

Money market funds

Level 2(3)

Certificates of deposit Corporate bonds Asset-backed securities

Commercial paper

Government securities

$ $ $ $ $ $

Restricted cash(4)

Cash, cash equivalents, and restricted cash$ $

(1), except for asset-backed securities which are not due at a single maturity date.

(2)

(3)

Gross realized gains and losses from sales of available-for-sale securities were not significant for any period presented.

Non-marketable Equity Investments

million and $ million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of August 29, 2024 and August 31, 2023, respectively. For non-marketable investments, we recognized in other non-operating income (expense) a net loss of $ million for 2024 and $ million for 2023 and a net gain of $ million for 2022. Our non-marketable equity investments are recorded at fair value on a non-recurring basis and classified as Level 3.

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Government incentives

Income and other taxes Other $ $

$ Work in process Raw materials and supplies $ $

billion to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable value.

$ Buildings

Equipment(1)

Construction in progress(2)

Software Accumulated depreciation()() $ $ billion as of August 29, 2024 and $ billion as of August 31, 2023.

(2)

Depreciation expense was $ billion, $ billion, and $ billion for 2024, 2023, and 2022, respectively. Interest capitalized as part of the cost of property, plant, and equipment was $ million, $ million, and $ million for 2024, 2023, and 2022, respectively.

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to years for real estate and to years for land.

Certain supply or service agreements require us to exercise significant judgment to determine whether the agreement contains a lease. Our assessment includes determining whether we or the supplier control the assets used to fulfill the agreements by identifying whether we or the supplier have the right to change the type, quantity, timing, or location of the output of the assets. Our gas supply arrangements generally are deemed to contain a lease because we have the right to substantially all of the output of the assets used to produce the supply and we have the right to change the quantity and timing of the output of those assets. In determining the lease term, we assess whether we are reasonably certain to exercise any options to renew or terminate a lease or to purchase the right-of-use asset. Measuring the present value of the initial lease liability requires judgment to determine the discount rate, which we base on interest rates for borrowings with similar terms and collateral issued by entities with credit ratings similar to ours.

The components of lease cost are presented below:

$ $ Interest on lease liability

Operating lease cost(1)

$ $ $

(1)

$ $

Operating leases

Cash flows used for financing activities – Finance leases Noncash acquisitions of right-of-use assetsFinance leases

Operating leases

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$ Current operating lease liabilities (included in accounts payable and accrued expenses) Weighted-average remaining lease term (in years)

Finance leases

Operating leases

Weighted-average discount rate

Finance leases

% %

Operating leases

% %

As of August 29, 2024, maturities of lease liabilities by fiscal year were as follows: $ 2026 2027 2028 2029 2030 and thereafter

Less imputed interest

()()$ $

The table above excludes obligations for leases that have been executed but have not yet commenced. As of August 29, 2024, excluded obligations consisted of $ million of finance lease obligations over a weighted-average period of years for gas supply arrangements deemed to contain embedded leases and equipment leases. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

$()$ $ $()$

Other

$ $()$ $ $()$

In 2024, 2023, and 2022, we capitalized $ million, $ million, and $ million, respectively, for product and process technology with weighted-average useful lives of years, years, and years, respectively. Amortization expense was $ million, $ million, and $ million for 2024, 2023, and 2022, respectively. Expected amortization expense is $ million for 2025, $ million for 2026, $ million for 2027, $ million for 2028, and $ million for 2029.

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

% %$ $ $ $ $ $ $ $ 2027 Term Loan A % %

2026 Notes

% %

2027 Notes(1)

% % 2028 Notes % % 2029 A Notes % % 2029 B Notes % %

2030 Notes

% %

2031 Notes

% % 2032 Green Bonds % % 2033 A Notes % % 2033 B Notes % % 2041 Notes % % 2051 Notes % % 2024 Term Loan AN/AN/A 2025 Term Loan AN/AN/A

Finance lease obligations

N/A %

$ $ $ $ $ $ $ $

million notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately %. The fixed-to-floating interest rate swaps are accounted for as fair value hedges, and as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

As of August 29, 2024, all of our debt, other than finance lease obligations, were unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and were effectively subordinated to all future secured indebtedness, to the extent of the value of the assets securing such indebtedness. All our unsecured debt were obligations of our parent company, Micron, and were structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of our indebtedness generally contain cross payment default and cross acceleration provisions. Micron’s guarantees of certain liabilities of its subsidiaries are unsecured obligations ranking equally in right of payment with all of Micron’s other existing and future unsecured indebtedness.

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$ $ Prepayments2024 Term Loan AJanuary 12, 2024()()()2025 Term Loan AJanuary 12, 2024()()()2025 Term Loan A

May 29, 2024

()()()$()$()$()

In 2023, we issued $ billion of senior unsecured notes and term loan agreements and received cash of $ billion. We prepaid $ million of principal amount of the 2024 Term Loan A.

In 2022, we issued $ billion of senior unsecured notes and received cash of $ billion. We prepaid $ billion of principal amount of notes for $ billion in cash. We recognized losses of $ million in connection with these prepayments.

Senior Unsecured Notes

We may redeem our 2026 Notes, 2027 Notes, 2028 Notes, 2029 A Notes, 2029 B Notes, 2030 Notes, 2031 Notes, 2032 Green Bonds, 2033 A Notes, 2033 B Notes, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at our option prior to their respective maturity dates at a redemption price equal to the greater of (i) % of the principal amount of the Senior Unsecured Notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, in each case plus accrued interest. We may also redeem any series of our Senior Unsecured Notes, in whole or in part, at a price equal to par between one and six months prior to maturity in accordance with the respective terms of such series.

Each series of Senior Unsecured Notes contains covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least % of the voting stock and which own principal property, as defined in the indenture governing such series) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions; and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event, as defined in the indentures governing our Senior Unsecured Notes, occurs with respect to a series of Senior Unsecured Notes, we will be required to offer to purchase such Senior Unsecured Notes at % of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Multi-Tranche Term Loan Agreement

The 2026 Term Loan A and 2027 Term Loan A (the “Multi-Tranche Term Loan Agreement”) require equal quarterly installment payments in an amount equal to % of the original principal amount. Borrowings under the Multi-Tranche Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from % to %, varying by tranche and depending on our corporate credit ratings. Adjusted term SOFR for the Multi-Tranche Term Loan Agreement is the SOFR benchmark plus %.

to 1.00, subject to a temporary four quarter increase in such ratio to to 1.00 following certain material acquisitions.

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Revolving Credit Facility

As of August 29, 2024, amounts were outstanding under the Revolving Credit Facility and $ billion was available to us. Under the Revolving Credit Facility, borrowings would generally bear interest at a rate equal to adjusted term SOFR plus % to %, depending on our corporate credit ratings. Adjusted term SOFR for the Revolving Credit Facility agreement is the SOFR benchmark plus a credit spread adjustment ranging from approximately % to % depending on the applicable interest period selected. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid without penalty.

Maturities of Notes Payable

2026 2027 2028 2029 2030 and thereafter Unamortized issuance costs, discounts, and premium, net()Hedge accounting fair value adjustment()$

billion for purchase obligations, of which approximately $ billion will be due in 2025, $ billion due in 2026, $ billion due in 2027, $ million due in 2028, $ million due in 2029, and $ billion due in 2030 and thereafter. Purchase obligations primarily include payments for goods or services with either a fixed or minimum quantity and price, which includes payments for the acquisition of property, plant, and equipment. Payments for leases that have been executed but have not yet commenced are excluded.

In 2023, we entered into an -year power purchase agreement in Singapore to purchase up to 450 megawatts of power at predominantly variable prices. This contract is expected to supply the majority of our power consumption needs in Singapore with more favorable pricing than our previous supply arrangements.

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U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that U.S. patents are infringed by certain of our load-reduced dual in-line memory modules (“LRDIMMs”). Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs. On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor Germany, GmbH in Dusseldorf Regional Court alleging that German patents are infringed by certain of our LRDIMMs. The complaint seeks damages, costs, and injunctive relief.

On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the Eastern District of Texas (“E.D. Tex.”) alleging that U.S. patents are infringed by certain of our memory modules and HBM products. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D. Tex. alleging that U.S. patent is infringed by certain of our LRDIMMs. On August 15, 2022, Netlist amended the second complaint to assert that additional U.S. patents are infringed by certain of our LRDIMMs. The complaints in E.D. Tex. seek injunctive relief, damages, and attorneys’ fees. On May 23, 2024, following a four-day trial regarding the second complaint filed by Netlist in the E.D. Tex., a jury rendered a verdict that Micron’s memory modules infringe asserted patents — U.S. Patent No. 7,619,912 (“the ‘912 patent”) and U.S. Patent No. 11,093,417 (“the ‘417 patent”) — and found that Micron should pay $ million for infringement of the ‘912 patent and $ million for infringement of the ‘417 patent. Micron expects to appeal the verdict. On April 17, 2024, the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office (“USPTO”) issued a final written decision (“FWD”) finding unpatentable the sole asserted claim of the ‘912 patent. Netlist sought review of that ruling by the Director of the USPTO, which was denied on July 10, 2024. On July 30, 2024, the USPTO issued a FWD finding unpatentable all asserted claims of the ‘417 patent. In the case of each of the ‘912 and ‘417 patents, if the United States Court of Appeals for the Federal Circuit affirms the FWD, then the affirmed FWD will preclude any pending actions asserting infringement of such patent (including any infringement verdict that is subject to an ongoing appeal).

On August 16, 2022, Sonrai Memory Ltd. filed a patent infringement complaint against Micron in the U.S. District Court for the Western District of Texas. The complaint alleged that U.S. patents are infringed by certain SSD and NAND flash products. The complaint sought damages, attorneys’ fees, and costs. On September 6, 2024, pursuant to a motion jointly filed by the parties, the court dismissed Sonrai’s complaint.

On January 23, 2023, Besang Inc. filed a patent infringement complaint against Micron in the U.S. District Court for the E.D. Tex. The complaint alleges that U.S. patent is infringed by certain of our 3D NAND and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

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U.S. patents are infringed by certain of our 3D NAND products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On January 22, 2024, Micron Semiconductor (Shanghai) Co., Ltd. (“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron Technology, Inc. (“MTI”) was served with the same complaints. The complaints assert that MTI and MSS infringed Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On July 12, 2024, YMTC filed a second complaint against the Company and its subsidiary in N.D. Cal. The second complaint alleges that U.S. patents are infringed by certain of our 3D NAND and DDR5 DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 11, 2024, MSS was served with five patent infringement complaints filed by YMTC in Shanghai Intellectual Property Court. The complaints assert that MTI and MSS infringed Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On June 3, 2024, MimirIP LLC (“MimirIP”) submitted a complaint to the United States International Trade Commission (“ITC”) alleging that certain of Micron’s DRAM and NAND products infringe patents owned by MimirIP. The complaint requested the ITC to institute an investigation of such alleged infringement pursuant to Section 337 of the Tariff Act of 1930 and to issue a permanent limited exclusion order barring from entry into the United States such allegedly infringing DRAM and NAND devices and electronic devices containing the same produced by several alleged customers of Micron. On August 27, 2024, MimirIP and the Company filed a joint motion to terminate the ITC investigation, which was granted on September 12, 2024.

On June 3, 2024, MimirIP filed a complaint against Micron, two of its subsidiaries, and certain alleged customers of Micron in the E.D. Tex. alleging that the same patents as are asserted in the ITC are infringed by certain of Micron’s DRAM and NAND products. The complaint sought damages, attorneys’ fees, and costs. On August 30, 2024, the court dismissed the complaint pursuant to a notice of voluntary dismissal filed by MimirIP.

On June 4, 2024, MimirIP filed a second complaint against Micron, two of its subsidiaries, and certain alleged customers of Micron in the E.D. Tex. alleging that additional patents are infringed by certain of Micron’s DRAM and NAND products. The complaint sought damages, attorneys’ fees, and costs. On August 30, 2024, the court dismissed the complaint pursuant to a notice of voluntary dismissal filed by MimirIP.

The above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products we manufacture, which account for substantially all of our revenue.

Antitrust Matters

On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it was investigating 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 Matters

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.

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billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash. We repurchased million shares of our common stock for $ million in 2024 and million shares for $ million in 2023. Through August 29, 2024, we had repurchased an aggregate of $ billion under the authorization. Amounts repurchased are included in treasury stock.

Dividends

In each quarter of 2024, we declared and paid dividends of $ per share. On September 25, 2024, our Board of Directors declared a quarterly dividend of $ per share, payable in cash on , to shareholders of record as of the close of business on .

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the year ended August 29, 2024 were as follows:)$()$ $()$()

Other comprehensive income (loss) before reclassifications

Amount reclassified out of accumulated other comprehensive income (loss)

()

Tax effects

() () ()Other comprehensive income (loss) As of August 29, 2024$()$()$ $()$()

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$ $ $

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

$ $()Cash flow commodity hedges ()

Fair value currency hedges

()Fair value interest rate hedges ()Derivative instruments without hedge accounting designation

Non-designated currency hedges

()$ $()As of August 31, 2023Derivative instruments with hedge accounting designation

Cash flow currency hedges

$ $ $()Cash flow commodity hedges Fair value interest rate hedges ()Derivative instruments without hedge accounting designation

Non-designated currency hedges

()$ $()

(1)

(2)

(3)

Derivative Instruments with Hedge Accounting Designation

Cash Flow Hedges: We utilize forward and swap contracts that generally mature within designated as cash flow hedges to minimize our exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs.

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$ $()Gain (loss) excluded from effectiveness testing in cost of goods sold()()()Gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold()()()

As of August 29, 2024, we expect to reclassify $ million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.

Fair Value Hedges: We utilize currency forward contracts that generally mature within designated as fair value hedges to minimize our exposure to changes in currency exchange rates for non-U.S.-dollar-denominated cash and investments in debt securities. The fair value of our hedged cash and investments in debt securities was $ billion as of August 29, 2024. The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings. The effects of fair value currency hedges on our consolidated statements of operations, recognized in other non-operating income (expense), net, were not significant for the periods presented.

We also utilize fixed-to-floating interest rate swaps designated as fair value hedges to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates. We recognized interest expense of $ million for changes in the fair value of our interest rate swaps in 2022 and the impact to interest expense was not significant for 2024 or 2023. We also recognized offsetting reductions in interest expense of the same amounts related to the changes in the fair value of the hedged portion of the underlying debt for these periods.

Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. 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), net. The amounts recognized for derivative instruments without hedge accounting designation were not significant for the periods presented. We do not use derivative instruments for speculative purposes.

Derivative Counterparty Credit Risk and Master Netting Arrangements

Our derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms of the contracts. Our maximum exposure to loss due to credit risk if counterparties fail completely to perform according to the terms of the contracts would generally equal the fair value of assets for these contracts as listed in the tables above. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial institutions. As of August 29, 2024 and August 31, 2023, amounts netted under our master netting arrangements were not significant.

million shares of our common stock were available for future awards under our equity compensation plans, including million shares approved for issuance under our employee stock purchase plan (“ESPP”).

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million shares of Restricted Stock Awards outstanding, million of which are only subject to service-based vesting conditions. Service-based Restricted Stock Awards granted through October 2021 generally vest in one-fourth or one-third increments during each year of employment after the grant date. Service-based Restricted Stock Awards granted after October 2021 generally vest on % or % of the units granted after the first year and on % or % each quarter thereafter over the remaining three or two years of employment. Restricted Stock Awards with performance or market-based vesting conditions vest over a -year period as conditions are met. At the end of the performance period, the number of actual shares to be awarded will vary between % and % of target amounts, depending upon the achievement level. In 2022, our Board of Directors approved dividend equivalent rights for unvested restricted stock units awarded on or after October 13, 2021.

Restricted Stock Awards activity for 2024 is summarized as follows: $ Granted

Vested

()

Forfeited

()

Outstanding as of August 29, 2024

Weighted-average grant-date fair value per share$ $ $

Aggregate vesting-date fair value of shares vested

$ $ $

Employee Stock Purchase Plan (“ESPP”)

Our ESPP is offered to substantially all employees and permitted eligible employees to purchase shares of our common stock through payroll deductions of up to % of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals % of the lower of the fair market value of our common stock on either the first or last day of each six-month offering period. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering period. Grant-date fair value and assumptions used in the Black-Scholes option valuation model were as follows: $ $ Average expected life in yearsWeighted-average expected volatility (based on implied volatility) % % %Weighted-average risk-free interest rate % % %Expected dividend yield % % %

Under the ESPP, employees purchased million, million, and million shares of common stock in 2024, 2023, and 2022, respectively, at a per share weighted average price of $, $, and $, respectively.

Stock Options

We last granted stock options in September 2018 and as of August 29, 2024, our outstanding stock options were not material. Stock options of million shares were exercised in 2024. The total intrinsic value for options exercised was $ million, $ million, and $ million in 2024, 2023, and 2022, respectively.

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$ $ Research and development Selling, general, and administrative Restructure ()()$ $ $ Stock-based compensation expense by type of awardRestricted stock awards$ $ $ ESPP Stock options $ $ $

Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Income tax benefits for share-based awards were $ million, $ million, and $ million for 2024, 2023, and 2022, respectively. Stock-based compensation expense of $ million and $ million was capitalized and remained in inventory as of August 29, 2024 and August 31, 2023, respectively. As of August 29, 2024, $ billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2028, resulting in a weighted-average period of years.

% of their eligible pay, subject to Internal Revenue Service annual contribution limits, to various savings alternatives, none of which include direct investment in our stock. We match in cash eligible contributions from employees up to % of the employee’s annual eligible earnings. Contribution expense for the 401(k) plan was $ million, $ million, and $ million in 2024, 2023, and 2022, respectively.

Retirement Plans

We have pension plans available to employees at various foreign sites. As of August 29, 2024, the projected benefit obligations of our plans were $ million and plan assets were $ million. As of August 31, 2023, the projected benefit obligations of our plans were $ million and plan assets were $ million. Pension expense was not material for 2024, 2023, or 2022.

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to years, and may be subject to reimbursement if certain conditions are not met or maintained. The conditions attached to these incentives require us to incur expenditures related to the construction of new manufacturing facilities, the purchase and installation of specialized tools and equipment, R&D expenditures, and/or maintain certain levels of fixed asset investment or employee headcount during the incentive terms.

Other noncurrent assets Noncurrent unearned government incentives

Beginning in 2023, we receive a % investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act. As qualified investments are made, we recognize investment tax credits in receivables or other noncurrent assets.

We have signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce for up to $ billion in direct funding under the CHIPS Act for our planned fab in Boise, Idaho and the first two planned fabs in Clay, New York. We are also eligible for federal loans up to $ billion. We have also signed a non-binding term sheet with the state of New York that provides up to $ billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.

In addition to the receivables and other noncurrent assets in the table above, as of August 29, 2024, we had aggregate commitments from various governmental entities of up to $ billion to be received through 2033, subject to achievement of certain performance conditions. The commitment amount includes $ billion ( billion Indian rupees) for the construction of a new assembly and test facility in Gujarat, India. We will receive incentives representing % of the total project cost from the Indian central government and % of the total project cost from the state of Gujarat. The commitment amount also includes up to $ billion ( billion Japanese yen) from the Japanese Ministry of Economy, Trade and Industry to support the production of DRAM using EUV lithography in Hiroshima, Japan.

Government incentives related to capital expenditures have reduced property, plant and equipment by $ billion as of August 29, 2024, of which $ billion pertained to 2024 expenditures.

In 2024, operating income (loss) benefited by $ million (approximately % in COGS and % in R&D) from government incentives recognized as a reduction of expense.

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$ $ NAND

Other (primarily NOR)

$ $ $

See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

Revenue is primarily recognized at a point in time 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. Substantially all contracts with our customers are short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. From time to time, we have contracts with initial terms that include performance obligations that extend beyond one year. As of August 29, 2024, our future performance obligations beyond one year were million, which included customer prepayments and other contract liabilities. Customer prepayments made to secure product supply in future periods and other contract liabilities were $ million as of August 29, 2024, of which $ million was reported in other current liabilities and the remainder in other noncurrent liabilities.

As of August 29, 2024 and August 31, 2023, other current liabilities included $ million and $ million, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.

In 2023, we received an aggregate of $ million from settlements of insurance claims involving a power disruption in 2022 and an operational disruption in 2017, of which $ million was for business interruption and recognized in revenue.

$ $ Asset impairments and other asset-related costs Other ()()$ $ $

In 2023, we initiated a restructure plan in response to challenging industry conditions (the “2023 Restructure Plan”). Under the 2023 Restructure Plan, we reduced our headcount by approximately % by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions. The plan was substantially completed in 2023.

Restructure and asset impairments for 2022 primarily related to the sale of our Lehi, Utah facility to Texas Instruments Incorporated.

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)$ $

(Gain) loss on disposition of property, plant, and equipment

()()()

Goodwill impairment

Litigation settlement Other $()$ $()

We performed a qualitative assessment for goodwill impairment in 2024 and did not identify any impairment indicators for our reporting units.

Due to 2023 global and macroeconomic challenges, as well as lower expected demand resulting from customer actions to reduce elevated inventory levels, we performed a 2023 quantitative assessment for goodwill impairment for each of our reporting units. We evaluated the fair value of our reporting units based on an income approach, using a discounted cash flow methodology. We recognized a $ million charge in 2023, included in other operating income (loss) to impair all of the goodwill assigned to our SBU reporting unit based on our best estimates of projected future cash flows at that time. The 2023 quantitative assessment for all of our other reporting units yielded fair values that substantially exceeded their carrying values.

$ $ Foreign () $ $()$ Income tax (provision) benefitCurrentU.S. federal$()$()$()State()()()Foreign()()() ()()()DeferredU.S. federal ()()State ()Foreign() () ()Income tax (provision) benefit$()$()$()

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) %$ %$() %U.S. tax on foreign operations() () Change in valuation allowance() ()()() Change in unrecognized tax benefits() ()()() Foreign tax rate differential() ()() ()Research and development tax credits () ()State taxes, net of federal benefit () Other ()()() ()Income tax (provision) benefit$() %$()()%$() %

We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds. As a result of low level of profitability and geographic mix of income, the benefit from tax incentive arrangements was not material for 2024 or 2023. These arrangements reduced our tax provision by $ billion ($ per diluted share) for 2022.

As of August 29, 2024, certain non-U.S. subsidiaries had cumulative undistributed earnings of $ billion that were deemed to be indefinitely reinvested. A provision has not been recognized to the extent that distributions from such subsidiaries are subject to additional foreign withholding or state income tax. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.

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$ Accrued salaries, wages, and benefits Operating lease liabilities Inventories Other Gross deferred tax assets Less valuation allowance()()Deferred tax assets, net of valuation allowance Deferred tax liabilitiesRight-of-use assets()()

Property, plant, and equipment

()()Other()()Deferred tax liabilities()()Net deferred tax assets$ $ Reported asDeferred tax assets$ $ Deferred tax liabilities (included in other noncurrent liabilities)()()Net deferred tax assets$ $

We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not that existing deferred tax assets will be realized. As of August 29, 2024, and August 31, 2023, we had a valuation allowance of $ million and $ million, respectively, against our net deferred tax assets, primarily related to carryforwards in U.S. states and Malaysia. Changes in 2024 in the valuation allowance were due to adjustments based on management's assessment of the realizability of tax credits, allowances and net operating losses based on a level that is more likely than not to be realized.

$ $ $ $ $ 2030 - 2034 2035 - 2039 2040 - 2044 Indefinite $ $ $ $ $ $

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$ $ $ 2030 - 2034 2035 - 2039 2040 - 2045 Indefinite $ $ $ $

$ $ Increases related to tax positions from prior years

Increases related to prior year tax positions taken in current year

Increases related to tax positions taken in current year Decreases related to tax positions from prior years()()()

Decreases related to settlement with tax authorities

() Ending unrecognized tax benefits$ $ $

As of August 29, 2024, gross unrecognized tax benefits were $ million, which would have an impact of approximately $ million on our effective tax rate in the future, if recognized. Amounts accrued for interest and penalties related to uncertain tax positions were not significant for any period presented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of final resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months would not be significant.

We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various foreign jurisdictions throughout the world. We regularly engage in discussions and negotiations with tax authorities regarding tax matters, including transfer pricing, and we continue to defend any and all such claims presented. Our U.S. federal and state tax returns remain open to examination for 2018 through 2024. We are currently under audit by the Internal Revenue Service for our 2018 and 2019 tax years. In addition, tax returns that remain open to examination in Singapore, Taiwan and Japan range from the years 2016 to 2024. We believe that adequate amounts of taxes and related interest and penalties have been provided, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations, or financial condition.

$()$ Weighted-average common shares outstanding – Basic

Dilutive effect of equity compensation plans

Weighted-average common shares outstanding – Diluted Earnings (loss) per shareBasic$ $()$ Diluted ()

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business units, which are our reportable segments:

Compute and Networking Business Unit (“CNBU”): Includes memory products and solutions sold into the data center, PC, graphics, and networking markets.

Mobile Business Unit (“MBU”): Includes memory and storage products sold into the smartphone and other mobile-device markets.

Embedded Business Unit (“EBU”): Includes memory and storage products and solutions sold into the intelligent edge through the automotive, industrial, and consumer embedded markets.

Storage Business Unit (“SBU”): Includes SSDs and component-level storage solutions sold into the data center, PC, and consumer markets.

As of August 29, 2024 and August 31, 2023, CNBU, MBU, and EBU had goodwill of $ million, $ million, and $ million, respectively.

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$ $ MBU EBU SBU All Other

Total revenue

$ $ $ Operating income (loss)CNBU$ $()$ MBU () EBU SBU()() All Other () UnallocatedLower costs from sale of inventory written down in prior periods Patent cross-license agreement

Stock-based compensation

()()()Restructure and asset impairment()()()

Provision to write down inventories to net realizable value

()

Goodwill impairment

()

Litigation settlement

() Other()()() ()()

Total operating income (loss)

$ $()$

Depreciation and amortization expense included in operating income (loss) was as follows:


For the year ended	2024	2023	2022

CNBU	$	$	$
MBU
EBU
SBU
All Other
Unallocated
	$	$	$

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% % %

Mobile

% % %

PC, graphics, and other

% % %

Intelligent edge – automotive, industrial, and consumer embedded

% % %

Percentages of total revenue may not total 100% due to rounding.

Revenue from one customer was % (primarily included in MBU, EBU, and CNBU segments) of total revenue for 2024. No customer accounted for 10% or more of total revenue in 2023. Revenue from one customer was % (primarily included in CNBU and SBU segments) and another customer was % (primarily included in MBU, CNBU, and EBU segments) of total revenue in 2022.

We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, in some cases, materials or production equipment are provided by a single supplier.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit, fixed-rate debt securities, trade receivables, share repurchase, and derivative contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit the concentration of credit exposure by restricting investments with any single obligor and monitor credit risk of bank counterparties on an ongoing basis. A concentration of credit risk may exist with respect to receivables of certain customers. We perform ongoing credit evaluations of customers worldwide and generally do not require collateral from our customers. Historically, we have not experienced material losses on receivables. A concentration of risk may also exist with respect to our derivative hedging programs as the number of counterparties to our hedges is limited and the notional amounts are relatively large. We seek to mitigate such risk by limiting our counterparties to major financial institutions and through entering into master netting arrangements.

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$ $ Taiwan Mainland China (excluding Hong Kong) Other Asia Pacific Hong Kong Japan

Europe

Other $ $ $

$ Singapore Japan United States Malaysia China

India

Other $ $

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Micron Technology, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Micron Technology, Inc. and its subsidiaries (the “Company”) as of August 29, 2024 and August 31, 2023, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended August 29, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 29, 2024 appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of August 29, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 29, 2024 and August 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended August 29, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 29, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Net Realizable Value of Finished Goods and Work in Process Inventories

As described in the Inventories note to the consolidated financial statements, as of August 29, 2024, the Company had a net inventory balance for finished goods and work in process inventory totaling $8.1 billion. As disclosed by management, determining the net realizable value of the Company's finished goods and work in process inventories involves significant judgments, including projecting future average selling prices, future sales volumes, and future cost per part. Differences in future average selling prices used in calculating lower of cost or net realizable value adjustments can result in significant changes in the estimated net realizable value of finished goods and work in process inventories and accordingly the amount of write-down recorded.

The principal considerations for our determination that performing procedures relating to the net realizable value of finished goods and work in process inventories is a critical audit matter are (i) the significant judgment by management in determining the net realizable value of finished goods and work in process inventories and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to future average selling prices.

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s determination of the net realizable value of finished goods and work in process inventories. These procedures also included, among others (i) testing management's process for determining the net realizable value of finished goods and work in process inventories; (ii) evaluating the appropriateness of management’s methodology; (iii) testing the completeness and accuracy of underlying data used in determining the net realizable value; and (iv) evaluating the reasonableness of management's significant assumption related to future average selling prices. Evaluating management's assumption related to future average selling prices involved considering (i) current and past sales (ii) the consistency with external market and industry data; (iii) a comparison of the prior year estimates to actual average selling prices in the current fiscal year; and (iv) whether the assumption was consistent with evidence obtained in other areas of the audit.

/s/

October 4, 2024

We have served as the Company’s auditor since 1984.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’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 decisions regarding disclosure.

During the fourth quarter of 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 29, 2024. The effectiveness of our internal control over financial reporting as of August 29, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Form 10-K.

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ITEM 9B. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

The following officers and director, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:

, , our , a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to shares of our common stock acquired upon the vesting of restricted stock units held by Mr. Ray. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the restricted stock units subject to the trading plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be sold under the trading arrangement is January 27, 2025, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until , or earlier if all transactions under the trading arrangement are completed.

, the Mehrotra Family Trust, a trust for which , our , serves as trustee, a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to shares of our common stock acquired by Mr. Mehrotra upon the vesting of certain equity awards held by Mr. Mehrotra. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be sold under the trading arrangement is November 7, 2024, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until , or earlier if all transactions under the trading arrangement are completed. Mr. Mehrotra’s Rule 10b5-1 trading plan, dated as of May 15, 2023, expired by its terms prior to August 8, 2024.

No other officers or directors, as defined in Rule 16a-1(f), and/or a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

Certain information concerning our executive officers is included under the caption, “Information About Our Executive Officers” in Part I, Item 1 of this report. Other information required by Items 10, 11, 12, 13, and 14 will be contained in our 2024 Proxy Statement which will be filed with the SEC within 120 days after August 29, 2024 and is incorporated herein by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following documents are filed as part of this report:


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

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$ $ $ Year ended August 31, 2023 () Year ended September 1, 2022 ()

Table of Contents

Index to Exhibits

Exhibit Number

Description of Exhibit

Filed Herewith

Form

Period Ending

Exhibit/ Appendix

Filing Date

3.1

Restated Certificate of Incorporation of the Registrant

8-K

99.2

1/26/15

3.2

Amended and Restated Bylaws of Registrant as of July 18 , 2024

8-K

3.1

7/19/24

4.1

Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee

8-K

4.1

2/6/19

4.2

First Supplemental Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee

8-K

4.2

2/6/19

4.3

Form of Note for Micron Technology, Inc.’s 4.975% Senior Notes due 2026 (included in Exhibit 4.2)

8-K

4.4

2/6/19

4.4

Form of Note for Micron Technology, Inc.’s 5.327% Senior Notes due 2029 (included in Exhibit 4.2)

8-K

4.5

2/6/19

4.5

Second Supplemental Indenture, dated as of July 12, 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee

8-K

4.2

7/12/19

4.6

Form of Note for Micron Technology, Inc.’s 4.185% Senior Notes due 2027 (included in Exhibit 4.5)

8-K

4.3

7/12/19

4.7

Form of Note for Micron Technology, Inc.’s 4.663% Senior Notes due 2030 (included in Exhibit 4.5)

8-K

4.4

7/12/19

4.8

Fourth Supplemental Indenture, dated as of November 1, 2021, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee

8-K

4.2

11/1/21

4.9

Form of Note for Micron Technology, Inc.’s 2.703% Senior Notes due 2032 (included in Exhibit 4.8)

8-K

4.3

11/1/21

4.10

Form of Note for Micron Technology, Inc.’s 3.366% Senior Notes due 2041 (included in Exhibit 4.8)

8-K

4.4

11/1/21

4.11

Form of Note for Micron Technology, Inc.’s 3.477% Senior Notes due 2051 (included in Exhibit 4.8)

8-K

4.5

11/1/21

4.12

Description of Registrant’s Securities

10-K

9/1/22

4.12

10/7/22

4.13

Fifth Supplemental Indenture, dated as of October 31, 2022, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee

8-K

4.2

10/31/22

4.14

Form of Note for Micron Technology, Inc.’s 6.750% Senior Notes due 2029 (included in Exhibit 4.13)

8-K

4.3

10/31/22

4.15

Sixth Supplemental Indenture, dated as of February 9, 2023, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee

8-K

4.3

2/9/23

4.16

Form of Note for Micron Technology, Inc.’s 5.875% Senior Notes due 2033 (included in Exhibit 4.15)

8-K

4.5

2/9/23

4.17

Seventh Supplemental Indenture, dated as of April 11, 2023, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee

8-K

4.2

4/11/23

4.18

Form of Note for Micron Technology, Inc.’s 5.375% Senior Notes due 2028 (included in Exhibit 4.17)

8-K

4.3

4/11/23

4.19

Form of Note for Micron Technology, Inc.’s 5.875% Senior Notes due 2033 (included in Exhibit 4.17)

8-K

4.4

4/11/23

4.20

Eighth Supplemental Indenture, dated as of January 12, 2024, by and between Micron Technology, Inc. and U.S. B ank Trust Comp any, National Association, as Trustee

8-K

4.2

1/12/24

4.21

F orm of Note for Micron Technology, Inc.’s 5.30 % Senior Notes due 20 3 1 (incorporated by reference from Exhibit 4.20 hereto)

8-K

4.3

1/12/24

10.1*

Micron Technology, Inc. Executive Officer Performance Incentive Plan

DEF 14A

12/7/17

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Table of Contents

Exhibit Number

Description of Exhibit

Filed Herewith

Form

Period Ending

Exhibit/ Appendix

Filing Date

10.2*

Amended and Restated 2004 Equity Incentive Plan

10-Q

12/1/22

10.1

12/22/22

10.3*

2004 Equity Incentive Plan Forms of Agreement and Terms and Conditions

10-Q

12/1/22

10.2

12/22/22

10.4*

Amended and Restated 2007 Equity Incentive Plan

DEF 14A

12/1/20

10.5*

2007 Equity Incentive Plan Forms of Agreement and Terms and Conditions

10-Q

12/1/22

10.3

12/22/22

10.6*

Nonstatutory Stock Option Plan, as Amended

10-K

9/1/16

10.10

10/28/16

10.7*

Nonstatutory Stock Option Plan Form of Agreement and Terms and Conditions

10-K

9/1/16

10.11

10/28/16

10.8*

Form of Indemnification Agreement between the Registrant and its officers and directors

10-Q

2/27/14

10.3

4/7/14

10.9*

Form of Severance Agreement

8-K

99.2

11/1/07

10.10*

Deferred Compensation Plan, as amended

10-K

8/31/23

10.10

10/6/23

10.11*

Amended and Restated Executive Agreement by and between Micron Technology, Inc. and Sanjay Mehrotra

10-K

9/1/22

10.11

10/7/22

10.12*

Severance Benefits for Sumit Sadana

10-Q

11/30/17

10.70

12/20/17

10.13*

Form of Amendment to Executive/Severance Agreement

8-K

99.1

11/13/17

10.14*

Severance Benefits for Manish Bhatia

10-Q

11/30/17

10.74

12/20/17

10.15*

Micron Technology, Inc. Employee Stock Purchase Plan, as amended and restated

10-Q

6/2/22

10.1

7/1/22

10.16*

Severance Benefits for Mark Murphy

10-Q

6/2/22

10.3

7/1/22

10.17

Credit Agreement, dated as of May 14, 2021, by and among Micron Technology, Inc., as borrower, HSBC Bank USA, National Association, as administrative agent, the other agents party thereto, and each financial institution party from time to time thereto

10-Q

6/3/21

10.22

7/1/21

10.18

Term Loan Credit Agreement, dated as of May 14, 2021, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto, and each financial institution party from time to time thereto

10-Q

6/3/21

10.23

7/1/21

10.19

Term Loan Credit Agreement, dated as of November 3, 2022, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto, and each financial institution party from time to time thereto

10-Q

12/1/22

10.4

12/22/22

10.20

Incremental Amendment No. 1, dated as of January 5, 2023, to the Term Loan Credit Agreement, dated as of November 3, 2022, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

10-Q

3/2/23

10.1

3/29/23

10.21

Amendment No. 1 to Term Loan Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

10-Q

3/2/23

10.3

3/29/23

10.22

Amendment No. 2 to Term Loan Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

10-Q

3/2/23

10.2

3/29/23

10.23

Amendment No. 1 to Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, HSBC Bank USA, National Association, as administrative agent, and the lenders party thereto

10-Q

3/2/23

10.4

3/29/23

10.24*

Form of Consent for Named Executive Officers

10-Q

3/2/23

10.5

3/29/23

10.25

Amendment No. 2 to Credit Agreement, dated as of June 7, 2023, by HSBC Bank USA, National Association, as administrative agent

10-Q

6/1/23

10.1

6/29/23

100

Table of Contents

Exhibit Number

Description of Exhibit

Filed Herewith

Form

Period Ending

Exhibit/ Appendix

Filing Date

10.26

Amendment No. 2 to Term Loan Credit Agreement, dated as of June 7, 2023, by Wells Fargo Bank, National Association, as administrative agent

10-Q

6/1/23

10.2

6/29/23

10.27*

E xecutive Officer Cash Severance Policy

10-Q

11/30/23

10.1

12/21/23

10.28*

Severance Policy Acknowledgement Letter for Sanjay Mehrotra

10-Q

11/30/23

10.2

12/21/23

10.29*

A mended and Restated Severance Agreement b y and between Micron Technol ogy , Inc. and Scott J. De Boer

10-Q

11/30/23

10.3

12/21/23

10.30*

A mended and Restated 2008 Director Compensation Plan

10-Q

11/30/23

10.4

12/21/23

19.1

Insider Trading Policy of the Registrant

21.1

Subsidiaries of the Registrant

23.1

Consent of Independent Registered Public Accounting Firm

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

97.1

Compensation Recoupment (Clawback) Policy, as amended and restated

10-K

8/31/23

97.1

10/6/23

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Indicates management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

101 | 2024 10-K

Table of Contents

SIGNATURES

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


		Micron Technology, Inc.
Date	October 4, 2024	By:	/s/ Mark Murphy
			Mark Murphy Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

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


Signature	Title	Date

/s/ Sanjay Mehrotra	President and	October 4, 2024
(Sanjay Mehrotra)	Chief Executive Officer and
	Director
	(Principal Executive Officer)

/s/ Mark Murphy	Executive Vice President and	October 4, 2024
(Mark Murphy)	Chief Financial Officer
	(Principal Financial Officer)

/s/ Scott Allen	Corporate Vice President and	October 4, 2024
(Scott Allen)	Chief Accounting Officer
	(Principal Accounting Officer)

/s/ Richard M. Beyer	Director	October 4, 2024
(Richard M. Beyer)

/s/ Lynn Dugle	Director	October 4, 2024
(Lynn Dugle)

/s/ Steve Gomo	Director	October 4, 2024
(Steve Gomo)

/s/ Linnie Haynesworth	Director	October 4, 2024
(Linnie Haynesworth)

/s/ Mary Pat McCarthy	Director	October 4, 2024
(Mary Pat McCarthy)

/s/ Bob Swan	Director	October 4, 2024
(Bob Swan)

/s/ Robert E. Switz	Chair of the Board	October 4, 2024
(Robert E. Switz)	Director

/s/ MaryAnn Wright	Director	October 4, 2024
(MaryAnn Wright)

102

MICRON TECHNOLOGY INC - Annual Report: 2024 (Form 10-K)

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