UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2017September 3, 2020
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission file number 1-10658
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Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware75-1618004
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
8000 S. Federal Way, Boise, Idaho83716-9632
(Address of principal executive offices)(Zip Code)
Registrant'sRegistrant’s telephone number, including area code(208) 368-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.10 per shareNASDAQMUNasdaq Global Select Market
Common Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes T No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ¨ No T
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes T No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes T No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. T
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Accelerated Filer o
Non-Accelerated Filer o
(Do
YesNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YesNo
Indicate by check ifmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company)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 FilerAccelerated FilerNon-Accelerated FilerSmaller Reporting Companyo
Emerging Growth Companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x
The aggregate market value of the voting stockand non-voting common equity held by non-affiliates of the registrant,was $44.8 billion based uponon the closing price of such stockreported on March 2, 2017, as reported by the NASDAQNasdaq Global Select Market was approximately $20.5 billion.on February 27, 2020. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock have beenwere excluded in that such personsas they may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant'sregistrant’s common stock as of October 20, 20179, 2020 was 1,153,255,224.1,113,221,799.
DOCUMENTS INCORPORATED BY REFERENCE: REFERENCE
Portions of the Proxy Statement for the registrant’s Fiscal 20172020 Annual Meeting of Shareholders to be held on January 17, 201814, 2021 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.




Micron Company Profile
mu-20200903_g2.jpg

Founded over 40 years ago
on October 5, 1978

Headquartered in
Boise, Idaho, USA
4th
Largest semiconductor company
in the world, excluding IP/software revenue*

134
On the 2020 Fortune 500

44,000
Patents granted and growing**

17
Countries**

13
Manufacturing sites and
14 customer labs**

40,000
Team members**
It’s All About Data
Data is today’s new business currency, and memory and storage are emerging as strategic differentiators that will redefine how we extract value from data to learn, explore, communicate, and experience.
Who We Are
Micron designs and manufactures the industry’s broadest portfolio of memory and storage products for the latest applications, including artificial intelligence, 5G, machine learning and autonomous vehicles, in key market segments like mobile, data center, client, consumer, industrial, graphics, automotive, and networking. Our technology and expertise are central to breakthrough computing applications and new business models that are disrupting entire industries.
Our Vision
As a global leader in memory and storage solutions, we are transforming how the world uses information to enrich life for all by enabling technologies to collect, store, and manage data with unprecedented speed and efficiency. We are accelerating the transformation of information into intelligence – inspiring the world to learn, communicate, and advance faster than ever.
Our Commitment
Our day-to-day operations wouldn’t be possible without our team members’ commitment to business integrity and environmental sustainability. Whether it’s adhering to our professional values or valuing the communities we work in, for us, doing business better means doing business right.

*Gartner Market Share: Semiconductors by End Market, Worldwide, 2019 (April 2020)
**Micron data as of September 3, 2020.
Media Inquiries
mediarelations@micron.com

Government Inquiries
govaffairs@micron.com

Investor Inquiries
investorrelations@micron.com
Global Product Portfolio
DRAM | NAND | 3D XPointTM Memory | NOR | Solid-State Drives
High Bandwidth Memory (HBM) | Multichip Packages | Advanced Solutions
Connect with us on micron.com

© 2020 Micron Technology, Inc. Micron, the Micron logo, the M orbit logo, Intelligence AcceleratedTM, and other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners. Products and specifications are subject to change without notice. Rev 09/20






Micron’s Global Footprint
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Table of Contents

Introduction
PART I
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosure
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6.Selected Financial Data
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
PART III
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
Item 14.Principal Accountant Fees and Services
PART IV
Item 15.Exhibits and Financial Statement Schedule
Item 16.Form 10-K Summary
Signatures

1 | 2020 10-K



Forward-Looking Statements

This Form 10-K contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," "plans," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words and similar expressions. Specific forward-looking statements include, but are not limited to, statements such as those made regarding the impact of coronavirus disease 2019 (“COVID-19”) to our business; the timing of introduction of new technology nodes; underutilization of MTU manufacturing capacity; the sufficiency of our cash and investments; and capital spending in 2021. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in “Part I – Item 1A. Risk Factors.”

Definitions of Commonly Used Terms


As used herein, "we," "our," "us,"“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:

TermDefinitionDefinitionTermTermDefinition
2021 MSAC Term LoanVariable Rate MSAC Senior Secured Term Loan due 2021LPDRAMMobile Low-Power DRAM
2021 MSTW Term Loan2023 NotesVariable Rate MSTW Senior Secured Term Loan due 2021MAIMicron Akita, Inc.
2022 Notes5.88%2.497% Senior Notes due 20222023MCPMulti-Chip Package
2022 Term Loan BSenior Secured Term Loan B due 2022MicronMicron Technology, Inc. (Parent Company)
2023 Notes5.25% Senior Notes due 2023MLCMulti-Level Cell (two bits per cell)
2023 Secured Notes7.50% Senior Secured Notes due 2023MMJMicron Memory Japan, Inc.G.K.
2024 Notes5.25%4.640% Senior Notes due 2024MMJ CompaniesMAI and MMJ
2025 Notes2024 Term Loan ASenior Term Loan A due 20245.50% Senior Notes due 2025MMJ GroupMMJ and its subsidiaries
20262025 Notes5.63%5.500% Senior Notes due 20262025MMTMicron Memory Taiwan Co., Ltd.
20322026 Notes4.975% Senior Notes due 20262032C and 2032D NotesMSPMicron Semiconductor Products, Inc.
2032C2027 Notes2.38% Convertible4.185% Senior Notes due 20322027MSTWMicron Semiconductor Taiwan Co., Ltd.
2032D Notes3.13% Convertible Senior Notes due 2032MTTWMicron Technology Taiwan, Inc.
20332029 Notes5.327% Senior Notes due 20292033E and MTUMicron Technology Utah, LLC
2030 Notes4.663% Senior Notes due 2030NVMeHardware interface for SSDs that connect via a PCIe bus.
2032D Notes3.125% Convertible Senior Notes due 2032OEMOriginal Equipment Manufacturer
2033F NotesNanyaNanya Technology Corporation
2033E Notes1.63%2.125% Convertible Senior Notes due 2033PCIeHigh-speed motherboard connection for peripheral devices such as storage drives.
DDRDouble Data RateQimondaQimonda AG
2033F NotesGDDRGraphics Double Data Rate2.13% Convertible Senior Notes due 2033QLCR&DResearch and DevelopmentQuad-Level Cell (four bits per cell)
2043G NotesIMFT3.00% Convertible Senior Notes due 2043SG&ASelling, General, and Administration
ElpidaElpida Memory, Inc.SLCSingle-Level Cell
HMCHybrid Memory CubeSSDSolid-State Drive
IMFTIM Flash Technologies, LLCTAIBORRevolving Credit FacilityTaipei Interbank Offered Rate$2.5 billion Revolving Credit Facility due July 2023
InoteraInotera Memories, Inc.Tera ProbeSATATera Probe, Inc.Hardware interface for connecting to storage devices such as hard disk drives and SSDs.
IntelIntel CorporationTLCSLCTriple-LevelSingle-Level Cell (one bit per cell)
Japan CourtLPDDRLow Power Double Data RateTokyo District CourtSSDVIESolid State Drive
MAIMicron Akita, Inc.Variable Interest EntityTLCTriple-Level Cell (three bits per cell)
MCPMulti-Chip PackageUFSUniversal Flash Storage
MicronMicron Technology, Inc. (Parent Company)uMCPUFS-based MCP



Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Intel and 3D XPoint are trademarks of Intel Corporation or its subsidiaries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.



All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2020 contained 53 weeks and fiscal 2019 and 2018 each contained 52 weeks.
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PART I
ITEM 1. BUSINESS


The following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements such as those made regarding controller development; increasing sales of DDR4, 3D NAND, and client and cloud SSD products; growth in the market for NAND products; the need to obtain additional patent licenses or renew existing license agreements; the entry into additional sales or licenses of intellectual property and partnering agreements; debt incurred to finance our capital investments; and cash expenditures for property, plant, and equipment. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in "Item 1A. Risk Factors." All period references are to our fiscal periods unless otherwise indicated.


Overview


Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions. Through our global brands – Micron®, Crucial®,— Micron® and Ballistix®Crucial® our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, NOR Flash,3D XPointTM memory, and 3D XPoint™ memory,NOR, is transforming how the world uses information to enrich life.life for all. Backed by more than 3540 years of technology leadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, 5G, machine learning, and autonomous vehicles, in key market segments like cloud,mobile, data center, networking,client, consumer, industrial, graphics, automotive, and mobile.networking.


We manufacture our products at our worldwide, wholly-owned facilities and joint venture facilities.also utilize subcontractors to perform certain manufacturing processes. In recent years, we have increased our manufacturing scale and product diversity through strategic acquisitions, expansion, and various partnering arrangements.


We make significant investments to develop the proprietary product and process technology, which isare implemented in our manufacturing facilities. Wefacilities, and 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,advanced packaging solutions to meet industry standards, lower power consumption, improved read/write reliability, and increased memory density. StorageA significant portion of our revenues are from sales of managed NAND and SSD products, incorporatingwhich incorporate NAND, a controller, and firmware constitute a significant andfirmware. An increasing portion of our sales. We generally develop firmware and expect to introduceSSDs incorporate proprietary controllers into our SSDs in 2018.and firmware that we have developed. 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, and distributors primarily to original equipment manufacturers and retailers located around the world. We face intense competition in the semiconductor 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 obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, efficient utilization of our manufacturing infrastructure, successful ongoing development and integration of advanced product and process technology, return-driven capital spending,spending.

Impact of COVID-19 on Our Business

Events surrounding the ongoing COVID-19 outbreak have resulted in a reduction in economic activity across the globe. The ultimate severity and successful R&D investments.duration of these economic repercussions, including any resulting impact on our business, remain largely unknown and will depend on many factors, including the speed and effectiveness of the containment efforts and economic intervention throughout the world.


To leverageFrom the start of the COVID-19 outbreak, we proactively implemented preventative protocols intended to safeguard our significant investmentsteam members, contractors, suppliers, customers, distributors, and communities, and to ensure business continuity in R&D,the event government restrictions or severe outbreaks impact our operations at certain sites. While all our global sites are currently operational, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on actions we have formed,deem to be prudent or as a result of government mandates. We remain committed to providing a healthy and maysafe environment and continue to form, strategic joint ventures that allowactively monitor the situation. We may take further actions to alter our business operations to ensure the health and safety of all our stakeholders, or as required by government authorities.


3 | 2020 10-K



Products

We are relentlessly focused on evolving our product portfolio to a richer mix of high-value solutions and cultivating deeper relationships with customers. Our position as a developer and manufacturer of DRAM, NAND, 3D XPoint memory, NOR, and other emerging memory technologies uniquely enables us to share the costscollaborate with our customers to ensure our technology and engineering roadmaps deliver critical features. We continuously introduce new products on our advanced technologies, delivering performance, quality, and cost advantages to our customers. Across our entire portfolio of developing memory and storage product and process technology with third parties. In addition, from time to time,products, we also sell and/or license technology to other parties. We continue to pursue additional opportunitiesfocus on product differentiation and portfolio expansion to monetizegrow our investment in intellectual property through partnering and other arrangements.share of industry profits while maintaining stable bit share.

Acquisition of Inotera

Through December 6, 2016, we held a 33% ownership interest in Inotera (now known as MTTW), Nanya and certain of its affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the remaining 67% interest in Inotera and began consolidating Inotera's operating results. Inotera manufactures DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements. The Inotera acquisition enhances our flexibility to drive new technology, optimize the deployment of capital, and adapt our product offerings to changes in market conditions. For more information regarding the


Inotera acquisition, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Acquisition of Inotera."

Business Segments

We have the following four business units, which are our reportable segments:

Compute and Networking Business Unit ("CNBU"):Includes memory products sold into compute, networking, graphics, and cloud server markets.
Storage Business Unit ("SBU"):Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. SBU also includes products sold to Intel through our IMFT joint venture.
Mobile Business Unit ("MBU"):Includes memory products sold into smartphone, tablet, and other mobile-device markets.
Embedded Business Unit ("EBU"):Includes memory products sold into automotive, industrial, connected home, and consumer electronics markets.

For more information regarding our segments, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Segment Information."


Products


Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performance semiconductor memory and storage technologies, which includeincluding DRAM, NAND, 3D XPoint memory, NOR, and other technologies. We offersell our products into various markets through our business units in variousnumerous forms, including wafers, components, modules, SSDs, managed NAND, and modules, as well asMCP products. Our system-level solutions, including SSDs, managed NAND, and multiple chip packages thatMCPs, typically include a controller and firmware and in some cases combine ourDRAM, NAND, with controllers and firmware.and/or NOR.


DRAMProduct Technologies


DRAM:DRAM products are high-density, low-cost-per-bit,dynamic random access memory semiconductor devices with low latency that provide high-speed data storage and retrieval with a variety of performance pricing, and other characteristics. Sales of DRAM products were 64%, 58%, and 64% of our total net sales in 2017, 2016, and 2015, respectively.

Wafer, Component, and Module DRAM: DDR3 and DDR4 DRAM products offer high speed and bandwidth, primarily for use in computers, servers, networking devices, communications equipment, consumer electronics, automotive, and industrial applications. In 2017, we offered DDR4 and DDR3 products in 1Gb to 8Gb densities. Sales of DDR4 products increased significantly in 2017 and we expect further increases in 2018 as DDR4 DRAM replaces DDR3 DRAM products in many applications. Aggregate sales of DDR3 and DDR4 DRAM products were 40%, 31%, and 38% of our total net sales in 2017, 2016, and 2015, respectively.

LPDRAM products offer lower power consumption relative to other DRAM products and are used primarily in smartphones, tablets, automotive applications, laptop computers, and other mobile consumer devices that require low power consumption. Aggregate sales of our LPDDR4, LPDDR3, and other versions of LPDRAM products were 18% of our total net sales in each of 2017, 2016, and 2015.

We offer other DRAM products targeted to specialty markets, including DDR2 DRAM, DDR DRAM, GDDR5 and GDDR5X DRAM, SDRAM, and RLDRAM. These products are used in networking devices, servers, consumer electronics, communications equipment, computer peripherals, automotive and industrial applications, and computer memory upgrades.

Other: We offer HMC products, which are semiconductor memory devices where vertical stacks of DRAM die connected using through-silicon-via interconnects are placed above a small, high-speed logic layer.

NAND

NAND products are electrically re-writeable, non-volatile semiconductor memory and storage devices that retainlose content when power is turned off.off (“volatile”) and are most commonly used in client, cloud server, enterprise, networking, graphics, industrial, and automotive markets. Low-power DRAM (“LPDRAM”) products, which are engineered to meet standards for performance and power consumption, are sold into smartphone and other mobile-device markets, as well as into the automotive, industrial, and consumer markets.

NAND: NAND sales were 32%, 37%,products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the enterprise and 33% of our total net salescloud, client, and consumer markets and in 2017, 2016,removable storage markets. Managed NAND is used in smartphones and 2015, respectively.other mobile devices, and in consumer, automotive, and embedded markets. Low-density NAND is ideal for mass-storageapplications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.

3D XPoint: 3D XPoint is a new class of non-volatile technology between DRAM and NAND in the memory and storage hierarchy, offering higher capacity and non-volatility over DRAM along with lower latency and higher endurance as compared to NAND. 3D XPoint technology is ideal for data center and other markets requiring high-bandwidth storage and low-latency performance.

NOR: NOR products are non-volatile re-writable semiconductor memory devices that provide fast read speeds. NOR is most commonly used for reliable code storage (e.g., boot, application, operating system, and execute-in-place code in an embedded system) and for frequently changing small data storage and is ideal for automotive, industrial, and consumer applications.

Products by Business Unit and Market

Compute and Networking Business Unit (“CNBU”)

CNBU includes memory products and solutions sold into client, cloud server, enterprise, graphics, and networking markets. CNBU reported revenue of $9.18 billion in 2020, $9.97 billion in 2019, and $15.25 billion in 2018. In late 2019, we were the first to introduce volume production of 1Znm DRAM which, at the time, was the industry's most advanced node. In 2020, we began ramping our 1Znm technology and achieved bit production crossover in the second half of 2020 with the aggregate of our 1Ynm and 1Znm nodes comprising more than 50% of our DRAM bit production. We began sampling 1Znm DDR5 modules and are on track to introduce high bandwidth memory in calendar 2020. We continue to make meaningful progress on our 1-alpha nm node, which we expect to introduce in 2021. During 2020, we began sampling our first high-bandwidth DRAM memory product, which is competitive with the industry's most advanced products, to enable expansion of our AI data center opportunities.

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Client: CNBU sales to the client market in 2020 consisted primarily of 1Xnm and 1Ynm DDR4 DRAM products. In 2020, we also achieved significant production and sales to the client market of our DDR4 DRAM products from our 1Znm technology. Our products sold to the client market support both commercial and consumer PC growth, with growth driven by the rapid deployment of PCs to support the work-from-home and e-learning environments as the world responded to the COVID-19 pandemic.

Cloud Server: CNBU sales to the cloud market in 2020 consisted primarily of our 1Xnm, 1Ynm, and 1Znm DDR4 DRAM products. The cloud server market continued to experience significant growth in 2020 due to itsstrong demand from the work-from-home and e-learning environments, video streaming, and significant increases in e-commerce activity around the world. The cloud server market has also been driven, in part, by intelligent edge devices capable of artificial intelligence and augmented reality that store and access data in the cloud. Cloud servers supporting artificial intelligence workloads require significantly increasing quantities of DRAM and, as the number and capabilities of these intelligent edge devices increase, more data is stored, processed, and accessed in the cloud, creating a virtuous cycle between the cloud and edge devices.

Enterprise: CNBU sales to the enterprise market in 2020 consisted primarily of our 1Xnm and 1Ynm DDR4 DRAM products. In 2020, we started providing early engineering samples of 1Znm DDR5 products for enterprise applications. The enterprise market is experiencing demand from intelligent edge devices requiring rapid data analysis and storage to enable machine learning, training, and inference.

Graphics: CNBU sales to the graphics market in 2020 consisted primarily of GDDR6 and GDDR5 graphics products. In addition, in 2020, we started shipping GDDR6 DRAM products for next-generation gaming consoles and also introduced our leading-edge GDDR6X graphics memory, which delivers unprecedented speed, power, and bandwidth for high-performance graphics and computing. The graphics market is driven by the need for high-performance, high-bandwidth, and cost-effective memory solutions. Our GDDR6 and GDDR5 DRAM graphics products are incorporated into game consoles, PC graphics cards, and graphics processing unit-based data center solutions, which are the driving force behind applications such as artificial intelligence, virtual and augmented reality, 4K and 8K gaming, and professional design. Our GDDR6X products feature innovative signal transmission technology enabling over 1-terabyte of memory bandwidth to deliver an immersive, real-life gaming experience.

Networking: CNBU sales to the networking market in 2020 consisted primarily of DDR4 and DDR3 DRAM products. In 2020, demand was driven, in part, by rapid work-from-home infrastructure deployment, as well as increased 5G build-out in certain geographic locations to further support the growth of the advanced 5G networking infrastructure. The networking memory market has relatively long life-cycle DRAM products and, accordingly, a significant portion of our sales consisted of products manufactured on our legacy DRAM technology.

3D XPoint: CNBU sales of 3D XPoint memory consisted primarily of wafers sold to Intel. In 2020, we introduced our X100 NVMe SSD, the fastest storage device in the world. The X100 NVMe SSD is the first product in a new family of high-performance memory solutions based on 3D XPoint technology, which has higher chip density than DRAM, up to 1,000 times lower latency, and exponentially greater endurance than NAND. These specifications create a significant value opportunity for 3D XPoint technology in solutions between DRAM and NAND in the memory and storage hierarchy. Trends in machine learning, big data analytics, and artificial intelligence are driving demand for the features offered by 3D XPoint technology.

Mobile Business Unit (“MBU”)

MBU includes memory products sold into smartphone and other mobile-device markets and includes discrete NAND, DRAM, and managed NAND. MBU managed NAND includes embedded multi-media controller (“e.MMC”) and universal flash storage (“UFS”) solutions, each of which combine high-capacity NAND with a high-speed controller and firmware, and eMCP/uMCP products, which combine an e.MMC/UFS solution with LPDRAM. MBU reported revenue of $5.70 billion in 2020, $6.40 billion in 2019, and $6.58 billion in 2018. In 2020, we were the first company to deliver LPDDR5 mobile DRAM products to customers, including our LPDDR5 products in select 5G-capable smartphones, in capacities up to 12GB. We also began sampling the world's first LPDDR5 DRAM-based UFS MCPs, which enable longer smartphone battery life and high-performance image processing and utilize our advanced 1Ynm DRAM process technology and the world’s smallest 512Gb 96-layer 3D NAND die.

Smartphone: MBU sales to the smartphone market in 2020 consisted primarily of our 1Xnm and 1Ynm LPDDR4, LPDDR5, and managed NAND solutions. In the first quarter of 2020, we ramped our 1Znm LPDDR4 DRAM-based uMCP, which at the time had the fastest revenue ramp of any product in the history of our mobile business. High-
5 | 2020 10-K



end smartphones incorporate higher levels of NAND and LPDRAM that enable features such as larger 4K displays, multiple high-resolution cameras, and 4K high-dynamic range video recording. Additionally, our smartphone products are utilized by OEMs to enable artificial intelligence, augmented reality, and life-like virtual reality capabilities into high-end phones, including facial and voice recognition, real-time translation, fast eraseimage search, and write times, high density,scene detection.

Other: MBU sales in 2020 also included products sold into the feature and disposable phone markets, mobile PC, and tablet markets. Sales primarily consisted of LPDDR4, LPDDR3, and eMCPs.

Storage Business Unit (“SBU”)

SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets and other discrete storage products sold in component and wafer forms to removable storage markets. SBU reported revenue of $3.77 billion in 2020, $3.83 billion in 2019, and $5.02 billion in 2018. In 2020, we significantly increased the mix of our high-value solutions in NAND.

In 2020, we continued to transition to our NAND QLC technology, representing nearly 20% of our overall NAND sales in the fourth quarter of 2020. The low cost per bit relativeof our NAND QLC technology enables us to other solid-state memories. NAND-based storage devices are utilizedoffer SSD products at a price point competitive with hard disk drives in smartphones,a number of market segments. A meaningful portion of our consumer SSDs tablets, computers, automotiveshipped in the second half of 2020 included NAND with our QLC technology.

In 2020, we started volume production of our first-generation 128-layer 3D NAND using replacement gate technology and industrial applications, networking, and other consumer applications. Removable storage devices, such as USB and Flash


memory cards, are used with applications such as PCs, digital still cameras, and smartphones. The market for NANDbegan shipping products has grown rapidly andto customers in the fourth quarter of 2020. We continue to make progress on our second-generation replacement gate node, which we expect it to continuebroadly deploy across our product portfolio, and remain on track for replacement gate production to grow due to increased demand for these and other embedded and removable storage devices.

Wafer and Component NAND: Our NAND products featurecomprise a small cell structure that enables higher densities for demanding applications. We began selling commercial volumes of new products featuring our 3D NAND technology in 2016 and it composed 43%meaningful portion of our total Trade NAND sales in 2017. We expect 3D NAND sales to continue to increase in 2018. 3D NAND stacks layersoutput by the end of datacalendar 2020.

SSDs: SSD storage cells vertically to create storage devices with higher capacity than competing planar NAND technologies. This enables more storage in a smaller space, bringing significant cost savings, low power usage and high performance to a range of mobile consumer devices as well as the most demanding enterprise deployments. We are currently in production of MLC and TLC versions of 3D NAND and, in 2017, TLC comprised a majority of our 3D NAND production. The significant majority of our 3D NAND products sold in 2017 featured 32 layers and we began ramping next generation 3D NAND products with 64 layers in 2017. We also offer high speed SLC, MLC, and TLC planar NAND products that are compatible with advanced interfaces in 1GB to 128GB densities.
SSDs: SSDs incorporate NAND, a controller, and firmware and are aoffer significant portionperformance and features over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, and lower power consumption. We offer SSD solutions utilizing our NAND technology to the enterprise and cloud, client, and consumer markets.

Enterprise and Cloud SSDs: SBU sales to the enterprise and cloud SSD markets in 2020 consisted primarily of our net sales. We offer client, cloud,5300, 5200, and enterprise5100 series SATA SSDs. In 2020, we offered new capacity and features with our 5210 ION SATA SSD, continuing our leadership in QLC NAND-based SSDs which feature higher performance, reduced-power consumption, and enhanced reliability as compared to typicalaccelerating the transition from hard disk drives.drives to QLC SSDs in data centers. Similar to trends in the memory market, the enterprise and cloud storage markets have been driven by advanced edge devices capable of artificial intelligence, augmented reality, and other features that store, access, and analyze data in the cloud. Artificial intelligence servers require fast access to data with low latency, predictable performance, and high storage capacities. Our technology is providing cost-optimized storage solutions at a significantly lower total cost of ownership for demanding workloads.

Client SSDs: SBU sales to the client SSD market in 2020 consisted primarily of our 2200 and 1300 series SATA Client SSDs with our 96- and 64-layer TLC 3D NAND. Our client SSDs, targeted for leading personal computer OEMs as a replacement to hard disk drives, are targeted atused in notebooks, desktops, workstations, and other consumer applications. Increasinglyapplications, and deliver high performance, power efficiency, security, and capacity. In 2020, we launched our client 2300 NVMe SSD, which uses our 96-layer 3D NAND technology and a single-sided M.2 form factor to provide flexibility in design with industry-leading capacities of up to 2TB. In early 2020, we launched our client 2210 NVMe SSD, which uses our 96-layer QLC NAND technology for higher storage capacity and SLC NAND technology for write-performance, with M.2 form factor to bridge the gap between the low cost of hard disk drives and the performance, reliability, low power, and security of SSDs.

Consumer SSDs: SBU sales to the consumer SSD market in 2020 consisted primarily of our Crucial-branded MX500/BX500 SATA SSDs and our P1/P2 PCIe SSDs, which utilize our NAND QLC and TLC technologies. We had record consumer SSD revenue in 2020, assisted by the growth of our QLC NVMe SSDs, and we continue transitioning our product line of consumer SSDs from SATA to NVMe. In 2020, we expanded into the consumer portable SSD market by introducing the Crucial X8 and X6 portable SSDs and also began shipments of our BX500 SATA SSD, utilizing our 128-layer TLC 3D NAND with replacement gate technology. Similar to the client SSD market, our consumer SSD solutions are beingreplacing hard disk drives as end users seek the higher performance, power savings, and reliability of SSDs.
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Components and Wafers: SBU sales of components in 2020 included NAND products and consisted primarily of our 64-layer and 96-layer TLC and QLC NAND technology sold into storage markets, which include custom and consumer SSDs and all flash arrays by advanced enterprise users, broadening our footprint into diverse market segments and enabling greater output flexibility.

Embedded Business Unit (“EBU”)

EBU includes memory and storage products sold into industrial, automotive, and consumer markets and includes discrete and module DRAM, discrete NAND, managed NAND, SSDs, and NOR. EBU reported revenue of $2.76 billion in 2020, $3.14 billion in 2019, and $3.48 billion in 2018. The embedded market has traditionally been characterized by long life-cycle DRAM and non-volatile products manufactured on mature process technologies. With strong trends of digitization, connectivity, and intelligence in every device, demand continues to grow for leading-edge products from newer process technologies emerging in the embedded market. Our embedded products enable edge devices to store, connect, and share information in the internet of things (“IoT”) market and are utilized in large-scale cloud environments. Using our 3Da diverse set of applications in the automotive, industrial, and consumer markets.

Industrial: EBU sales to the industrial market in 2020 consisted primarily of DDR4 and DDR3 DRAM, LPDDR4 DRAM, SLC NAND, process technology, our SSDs deliver readNAND MCPs, and write speeds that help improve bootNOR. Our products enable applications in the growing industrial IoT market, including machine-to-machine communication, factory automation, transportation, surveillance, retail, and application load timessmart infrastructure.

Automotive: EBU sales to the automotive market in 2020 consisted primarily of DDR3 DRAM, e.MMC managed NAND, and deliver higher performance than hard disk drives.LPDDR4 and LPDDR2 DRAM. Our client SSDs, including our newest line of 3D NAND SSDs, deliver world-class data storage, endurance, power efficiency, reliability, and performance for corporate users and are offered in SATA andleading 1TB automotive-grade PCIe NVMe solutions, with densities upSSD delivers faster, more reliable, and cost-effective storage for next-generation autonomous vehicles. Advancements in autonomous driving and advanced driver-assistance systems continue to 2 terabytes, in 2.5-inch and M.2 form factors. Our enterprise SSDs are targeted at serverincrease the requirements for high-performing memory and storage applications and incorporate our Extended Performance and Enhanced Reliability Technology ("XPERT") architecture, which closely incorporates the storage and controller through highly optimized firmware algorithms and hardware enhancements. The end result is a set of market-focused enterprise features that deliver ultra-low latencies, improved data transfer time, power-loss protection, and cost-effectiveness, alongproducts, with higher capacitiesreliability requirements for leading-edge products. Automotive memory and power efficiency. We offer enterprise SSDs with PCIe NVMe, SAS,storage products enable connected, large display infotainment systems and SATA interfaces, with capacities uphigher definition 4K displays and support improved voice and gesture control in automotive applications. Our comprehensive and expanding portfolio of DRAM, NAND, and NOR solutions to 3.2 terabytes.

We generally develop firmware and expect to introduce proprietary controllers intothe automotive market, as well as our SSDs in 2018, which willextensive customer support network, enable us to offer additional differentiatedmaintain our strong leadership position in this market.

Consumer: EBU sales to the consumer market in 2020 consisted primarily of our DDR4 and DDR3 DRAM, LPDDR4 DRAM, managed NAND, SLC NAND, NOR, and secure digital (“SD”) cards. These embedded memory and storage solutions for our customers. Sales of our client and cloud SSDs increased significantly in 2017, both in aggregate and as a percentage of our overall sales, and we expect this trend to continue over the next several years.

MCPs and Managed NAND: We offer MCP products that combine NAND with LPDRAM to enable small form-factor solutions that combine storage and execution memory. We also offer managed NAND products including e-MMC, UFS, and embedded USB. Our e-MMC products combine NAND with a logic controller that performs media management and Error Code Correction ("ECC"), which provides reduced ECC complexity, better system performance, improved reliability, easy integration, and lower overall system costs. Our e-MCP products combine e-MMC with LPDRAM on the same substrate, which improves overall functionality and performance while simplifying system design. MCP products are used in smartphone, automotive, industrial,a diverse set of consumer products, including service provider and other consumerIP set-top boxes, digital home assistants, digital still and video cameras, home networking, ultra-high definition televisions, and many more applications. Our MCPembedded memory and managed NANDstorage solutions enable edge devices in the consumer products generally feature proprietary firmwaremarket to store, connect, and leverage our expertiseshare information in NAND and DRAM technologies.the IoT.


3D XPoint Memory and Other

3D XPoint Memory: We introduced 3D XPoint technology, a new category of non-volatile memory, in 2015. 3D XPoint memory's innovative, transistor-less, cross point architecture creates a three-dimensional checkerboard where memory cells sit at the intersection of word lines and bit lines, allowing the cells to be addressed individually. As a result, data can be written and read in small sizes, leading to fast and efficient read/write processes. We began producing 3D XPoint memory in 2016 and significantly increased production in 2017.

Other: Other products included primarily NOR Flash, which are electrically re-writeable semiconductor memory devices that offer fast read times and are used in automotive, industrial, connected home, and consumer applications.




IMFT

Since 2006, we have owned 51% of IMFT, a joint venture between us and Intel to manufacture memory products exclusively for its members, who share the output of IMFT in proportion to their investment under a long-term supply agreement at prices approximating cost. In 2017, IMFT began to transition its manufacturing from NAND to 3D XPoint memory products. We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory at IMFT and our other facilities. IMFT is governed by a Board of Managers for which the number of managers appointed by each member varies based on the members' respective ownership interests. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. Through December 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in IMFT, in either case, for an amount equal to the noncontrolling interest balance attributable to Intel at such time either member exercises its right. If Intel exercises its put right, we can elect to set the closing date of the transaction to be any time within two years following such election by Intel and can elect to receive financing of the purchase price from Intel for one to two years from the closing date. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – IMFT.")


Manufacturing


Our manufacturingWe manufacture our products within our own facilities are located in Taiwan, Singapore, Japan, the United States, China, Japan,and Malaysia Singapore, and Taiwan. Nearly all of ouralso utilize subcontractors to perform certain manufacturing processes. Our products are manufactured on 300mm wafers in facilities that generally operate 24 hours per day, 7seven days per week. Semiconductor manufacturing is extremely capital intensive, requiring large investments in sophisticated facilities and equipment. A significant portion of our semiconductor equipment is generally replaced every five to seven years with increasingly advanced equipment. Our DRAM, NAND, 3D XPoint memory, and NOR Flash products share a number of common manufacturing processes, enabling us to leverage our product and process technology and certain resources and manufacturing infrastructure across these product lines.


Our process for manufacturing semiconductor products is complex involving a number ofand involves numerous precise steps, including wafer fabrication, assembly, and test. Efficient production of semiconductor products requires utilization of advanced semiconductor manufacturing techniques and effective deployment of theseeffectively deploying those techniques across multiple facilities. The primary determinants of manufacturing cost are process line-width, 3D non-volatile layers, NAND cell levels, process complexity including(including the number of mask layers and fabrication steps,steps), and manufacturing yield. Other factors that contribute to manufacturing costs areinclude the cost and sophistication of manufacturing equipment, equipment utilization, process complexity, cost of raw materials, labor productivity, package type, and cleanliness of our manufacturing environment.environment, and utilization of subcontractors to
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perform certain manufacturing processes. As we continue to increase our production of high value products and solutions, manufacturing costs are increasingly affected by the costs of ASIC controllers, advanced and complex packaging configurations, and testing at progressively higher performance speeds and quality levels. We continuously enhance our production processes, increasingincrease bits per wafer, and transitioningtransition to higher density products. In 2017, we significantly increased our volume production of 1Xnm process node DRAMproducts, and beginning in the first quarter of 2017, manufactured a majority of our NAND production using our first generation 32-layer 3D NAND technology. In 2017, we began ramping production of our second generation 64-layer 3D NAND technologyutilize advanced testing and TLC products became the majority of our 3D NAND output.assembly processes.


Wafer fabrication occurs in a highly-controlled clean environment to minimize dust and other yield and quality-limitingloss from contaminants. Despite stringent manufacturing controls, individual circuits may be nonfunctional or wafers may need to be scrapped due to equipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects, and air particle defects.contamination from airborne particles. Success of our manufacturing operations depends largely on minimizing defects and improving process margin to maximize yield of high-quality circuits. In this regard, we employ rigorous quality controls throughout the manufacturing, screening, and testing processes. We continue to heighten quality control as our product offerings expand into higher-end segments that require increasing performance targets.

Our products are able to recover certain devices by testingmanufactured and grading them to their highest level of functionality.

We sell semiconductor productssold in both packaged form and as unpackaged (i.e., "bare die") forms.bare die. Our packaged products include packaged die, memory modules, and system-level solutions, such as SSDs, MCPs, managed NAND, and HMCs.MCPs. We assemble many products in-house and, in some cases, outsource assembly services where we can reduce costs and minimize our capital investment. We subcontract assembly services for the production of certain packaged die, memory modules, SSDs, and MCPs.

We test our products at various stages in the manufacturing process, conduct numerous quality control inspections throughout the entire production flow, and perform high temperature burn-in on finished products. In addition, we use our proprietary AMBYX™ line of intelligent test and burn-in systems to perform simultaneous circuit tests of semiconductor memory die, during the burn-in process, capturing quality and reliability data and reducing testing time and cost. We use subcontractors to perform certain testing services.




In recent years, we have produced an increasingly broad portfolio of products and system solutions, which enhances our ability to allocate resources to our most profitable products but also increases the complexity of our manufacturing and supply chain operations. Although our product lines generally use similar manufacturing processes, our cost efficiencycosts can be affected by frequent conversions to new products, the allocation of manufacturing capacity to more complex, smaller-volume parts,products, and the reallocation of manufacturing capacity across various product lines.




AvailabilityArrangements with Intel

Since 2006, we and Intel owned and operated IMFT, a joint venture that manufactured semiconductor products exclusively for its members under long-term supply agreements at prices approximating cost. Through 2018, IMFT manufactured NAND memory and, subsequent to that time, manufactured 3D XPoint memory. In the first quarter of Raw2020, we acquired Intel’s interest in IMFT. (See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity,” “– Debt,” and “– Research and Development.”)


Supply Chain, Materials, and Use ofThird-Party Service Providers


Our supply chain and operations require raware dependent on the availability of materials and in some cases, third-party services, that meet exacting standards.standards and the use of third 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. Instandards 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. We and/or our suppliers could be affected by laws and regulations enacted in response to concerns regarding climate change, which could increase the cost and limit the supply of our raw materials. In addition, disruptions in transportation lines could delay our receipt of raw materials. Lead times for the supply of raw materials have been extended in the past. The disruption of our supply of raw materials or services or the extension of our lead times could have a material adverse effect on our business, result of operations, or financial condition.

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. We have supply chain risk monitoringmonitor and managementmanage supply-chain activities to mitigate our risks associated with raw materials and service providers. Certain materials are primarily available in certain countries, including rare earth elements, minerals, and metals available primarily from China. Trade disputes or other political conditions, economic conditions, or public health issues, such as COVID-19, may limit our ability to obtain such materials. Although these rare earth and other materials are generally available from multiple suppliers, China is the

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predominant producer of certain of these materials. In addition, 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, responsible sourcing practices, public health crises, or contagious disease outbreaks, which can limit the supply of our materials and/or increase the cost.


Marketing and Customers


For 2017, 20%We continue to transform how we interact with our customers from transactional opportunistic sales of standardized memory components to collaborative relationships where we work with our customers to understand their unique opportunities and challenges. Many of our net sales were to the compute and graphics market (including desktop PCs, notebooks, and workstations); 20% were to mobile; 20% were to SSD and other storage; 15% were to automotive, industrial, medical, and other embedded; and 15% were to server. Sales to Kingston Technology Corporation consisted primarily of DRAM and, as a percentage of total net sales, were 10%, 7%, and 11% for 2017, 2016, and 2015, respectively. Sales to Intel, including Non-Trade sales through IMFT, as a percentage of total net sales, were 9%, 14%, and 8% for 2017, 2016, and 2015, respectively. No other customer exceeded 10%customers require thorough review or qualification of our total net sales for 2017, 2016, or 2015.products. By engaging with our customers early in the product life-cycle to identify and design features and performance characteristics into our products, we are able to manufacture products that anticipate and address our customers’ changing needs. Collaborating with our customers on their design needs in changing end markets allows us to differentiate our memory and storage solutions, which provides greater value to our customers.


Our semiconductor memory and storage products are offered under our Micron Crucial, and BallistixCrucial brand names and through private labels. We market our semiconductor memory and storage products primarily through our own direct sales force and maintain sales or representative offices in our primary markets around the world. We sell our Crucial-branded products through a web-based customer direct sales channel as well as through channel and distribution partners. Our products are also offered through independent sales representatives, distributors, and distributors, whoretailers. Our independent sales representatives obtain orders, subject to final acceptance by us, and are compensated on a commission basis. Wewe then make shipments against these orders directly to customers or through our customers. Distributorsdistributors. Our distributors carry our products in inventory and typically sell a variety of other semiconductor products, including competitors'competitors’ products. We maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products. Many

In each of the last three years, approximately one-half of our total net sales were to our top ten customers. For other information regarding our concentrations and customers, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Certain Concentrations.”

Sales of our memory and storage products, and the transfer of related technical information and know-how, including support, are subject to laws and regulations governing international trade, including, but not limited to, export control, customs, and sanctions regulations administered by U.S. government agencies such as the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce and the Office of Foreign Asset Control of the U.S. Department of the Treasury. Other jurisdictions, such as the European Union or China, also maintain, or may implement, similar laws and regulations with which we must comply. Any such laws or regulations may require a thorough reviewthat we either obtain licenses or qualificationother authorizations to export certain of semiconductorour products or sell them to certain countries, companies, or individuals, or, in the absence of such licenses or authorizations, not export or sell the applicable products or transfer the related technical information and know-how to the affected countries, companies, or individuals. In addition, increased tariffs imposed by the countries in which may takeour products are sold can increase the cost of our product to our customers. The laws and regulations that govern international trade change frequently, sometimes without advance notice. See “Item 1A. Risk Factors – Trade regulations have restricted our ability to sell our products to several months.customers, could restrict our ability to sell our products to other customers or in certain markets, or could otherwise restrict our ability to conduct operations” and “ – We face risks associated with our international sales and operations that could materially adversely affect our business, results of operations, or financial condition.”




Backlog


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



9 | 2020 10-K




Product Warranty


Because theThe design and manufacturing process for semiconductor products is highly complex and, as a result, it is possible that we may produce products that do not comply with applicable specifications, contain defects, or are otherwise incompatible with end


uses. In accordance with industry practice, we generally provide a limited warranty that our products are in compliancecomply with applicable specifications existing at the time of delivery and will operate to those specifications during a stated warranty period. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms and conditions.




Competition


We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Kioxia Holdings Corporation (formerly Toshiba Memory Corporation); Samsung Electronics Co., Ltd.; SK Hynix Inc.; Toshiba Corporation; and Western Digital Corporation. Some of our competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation of industry competitors could put us at a competitive disadvantage. In addition, some governments, such as China, have provided, and may continue to provide, significant financial assistance to some of our competitors or to new entrants. Our competitors generally seek to increase siliconwafer capacity, improve yields, and bits per wafer,reduce die size in their product designs which may result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supply of semiconductor memory and storage products 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 or increase capacity at existing or new facilities, resulting in future increases in worldwide supply. Increases in worldwide supply of semiconductor memoryWe, and storage, if not accompanied by commensurate increases in demand, would lead to declines in average selling prices for our products and materially adversely affect our business, results of operations, or financial condition. Manysome of our high-volumecompetitors, have plans to ramp, or are constructing or ramping, production at new fabrication facilities. If competitors are more successful at developing or implementing new product or process technology, their products could have cost or performance advantages. Certain of our memory and storage products are manufactured to industry standard specifications and, as such, have similar performance characteristics to those of our competitors. For these high-volume products, the principal competitive factors are generally price and performance characteristics including:including operating speed, power consumption, reliability, compatibility, size, and form factors. Forfactor. In addition, some of our competitors may benefit from policies and regulations that favor domestic companies or may not be subject to certain regulations or restrictions to which we are subject, which may allow them access to certain sales opportunities from which we may be restricted.

Some governments may provide, or have provided, and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors. In particular, we face the threat of increasing competition as a result of significant investment in 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 from participating in the China market or may prevent us from competing effectively with Chinese companies. Some of our competitors may use aggressive pricing to obtain market share or take business of our key customers. Additionally, our customers may redirect their business to our competitors based on government policy, national preference, or other products, the aforementioned performance characteristics generally take precedence over pricing.factors.








Research and Development


Our process technology R&D efforts are focused primarily on development of process technologyindustry leading memory and storage solutions that enablesenable continuous improvement toin performance and cost structures and performance enhancementsstructure for our future DRAM and NAND products. We are also focused on developing new fundamentally different memory structures, materials, and packages which are designed to facilitate our transition to next generation products. Additional process technology R&D efforts focus on the enablement of advanced computing, storage, and mobile memory architectures and the investigation of new opportunities that leverage our core semiconductor expertise, and the development of new manufacturing materials.expertise. Product design and development efforts include our high densityhigh-density DDR4, DDR5, LPDDR4, LPDDR5, high-bandwidth memory, and DDR5 DRAM and LPDRAM products as well as high density and mobileadvanced graphics DRAM; 3D NAND (including TLC and QLC technologies),; 3D XPoint memory, SSDstechnology; mobile and storage solutions (including firmware and controllers),; managed NAND, specialty memory,NAND; and other memory technologies and systems.

Our R&D expenses were $1.82 billion, $1.62 billion, and $1.54 billion in 2017, 2016, and 2015, respectively. We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory. Our R&D expenses reflect net reductions of $213 million, $205 million, and $224 million for 2017, 2016, and 2015, respectively, as a result of reimbursements under our cost-sharing arrangements with Intel.


To compete in the semiconductor memory and storage markets, we must continue to develop technologically advanced products and processes. We believe that expansionThe continued evolution of our semiconductor product offerings is necessary to meet expected market demand for specific memory and storage products and solutions. Our process, design, firmware, controller, package, and packagesystem development efforts occur at multiple locations across the world, with our largestworld. Our primary R&D centercenters are located in Boise, Idaho, and other significant R&D centers inSingapore, Japan, Taiwan, Italy, China, Italy, Singapore,India, Germany, and other sites in the United States. In 2017, we began ramping operations in an expansion of our R&D facility in Boise.


R&D expenses vary primarily with the number of development and pre-qualification wafers processed and end-product solutions developed, 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 thorough reviews and tests for performance and reliability. R&D expenses can vary significantly depending on the timing of product qualification.




Geographic Information

Sales to customers outside the United States totaled $17.56 billion for 2017 and included sales of $10.39 billion in China, $2.54 billion in Taiwan, $1.36 billion in Europe, $1.03 billion in Japan, and $1.81 billion in the rest of the Asia Pacific region. Sales to customers outside the United States totaled $10.47 billion for 2016 and $13.63 billion for 2015. As of August 31, 2017, we had net property, plant, and equipment of $6.52 billion in Taiwan, $5.26 billion in Singapore, $4.25 billion in the United States, $2.83 billion in Japan, $453 million in China, and $118 million in other countries. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information" and "Item 1A. Risk Factors.")


Patents and Licenses


In recent years, we have been recognized as a leader in per capita and quality of patents issued. As of August 31, 2017,September 3, 2020, we owned approximately 15,50014,200 active U.S. patents and 5,0006,500 active foreign patents. In addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms expiring through 2037.2040.


From time to time, we sell and/or license our technology to other parties and continue to pursue opportunities to monetize our investments in our intellectual property through partnering and other arrangements. We have also jointly developed memory and storage product and process technology with third parties on a limited basis.

We have a number of patent and intellectual property license agreements and have, from time to time, licensed or sold our intellectual property to third parties. Some of these license agreements require us to make one-time or periodic payments while others have resulted in us receiving payments. We may need to obtain additional licenses or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual property and partnering arrangements. We are unable to predict whether these license agreements can be obtained or renewed on terms acceptable to us.




Employees


As of August 31, 2017,September 3, 2020, we had approximately 34,10040,000 employees.




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Environmental Compliance


We approach environmental stewardship and sustainability proactively to ensure we meet all government regulations regarding use of raw materials, discharges, climate change and energy use, emissions, and solid wastes from our manufacturing processes.processes and address the evolving expectations of our investors, customers, team members, and other stakeholders. Compliance with the law and other compliance obligations is considered a minimum environmental expectation at Micron. Our wafer fabrication facilities continued to conform to the requirements of the International Organization for Standardization ("ISO"(“ISO”) 14001 environmental management systems standard to ensure we are continuously improving our performance. As part of the ISO 14001 framework, we musthave established a global environmental policy and meet annual requirements in terms of environmental policy,aspects evaluation and control, compliance planning, management, structure and responsibility,obligations, commitment, training, communication, document control of documented information, operational control, emergency preparedness and response, record keeping, and management review. While we have not experienced any material adverse effects to our operations from environmental regulations, changes in the regulations could necessitate additional capital expenditures, modification of our operations, or other compliance actions.




Directors andInformation About Our Executive Officers of the Registrant


Our executive officers are appointed annually by our Board of Directors (the "Board") and our directors are elected annually by our shareholders. Any directors appointed by the Board to fill vacancies on the Board serve until the next election by our shareholders. All officers and directors serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal.




AsThe following presents information, as of August 31, 2017, the followingSeptember 3, 2020, about our executive officers and directors were subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.
officers:
NameAgePosition
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April S. Arnzen
46Senior Vice President, Human Resources
Ms. Arnzen, 49, joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen was named Senior Vice President, Human Resources in June 2017. Ms. Arnzen holds a BS in Human Resource Management and Marketing from the University of Idaho and is a graduate of the Stanford Graduate School of Business Executive Program.
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Manish Bhatia
Executive Vice President, Global Operations
Mr. Bhatia, 48, joined us in October 2017 as our Executive Vice President of Global Operations. From May 2016 to October 2017, Mr. Bhatia served as the Executive Vice President of Silicon Operations at Western Digital Corporation. From March 2010 to May 2016, Mr. Bhatia held several executive roles at SanDisk Corporation including Executive Vice President of Worldwide Operations until it was acquired by Western Digital in May 2016. Mr. Bhatia holds a BS and MS in Mechanical Engineering and an MBA, each from the Massachusetts Institute of Technology.
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Michael W. Bokan
Senior Vice President, Worldwide Sales
Mr. Bokan, 59, joined us in 1996 and has served in various leadership positions since that time. Mr. Bokan was named Senior Vice President, Worldwide Sales in October 2018. Mr. Bokan holds a BS in Business Administration from Colorado State University.


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Scott J. DeBoer
51Executive Vice President, Technology Development
Ernest E. Maddock59Dr. DeBoer, 54, joined us in February 1995 and has served in various leadership positions since that time. Dr. DeBoer was named Executive Vice President, Technology Development in June 2017. Dr. DeBoer holds a PhD in Electrical Engineering and an MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College.
Senior
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`Paul Marosvari
Vice President, Chief Accounting Officer
Mr. Marosvari, 54, joined us in March 1996, and has held various leadership positions since that time. Mr. Marosvari was named Vice President, Chief Accounting Officer in October 2019. Mr. Marosvari holds a Bachelor of Business Administration in Accounting from Boise State University.

On September 21, 2020, we announced that Mr. Marosvari intends to retire from Micron in early calendar year 2021. Scott Allen, 52, has been appointed by our Board of Directors to succeed Mr. Marosvari as Corporate Vice President and Chief FinancialAccounting Officer, effective as of October 26, 2020.
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Sanjay Mehrotra
59President, Chief Executive Officer, and Director
Mr. Mehrotra, 62, joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra co-founded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer Directorfrom January 2011 to May 2016, and as a member of its Board of Directors from July 2010 to May 2016. Mr. Mehrotra served as a member of the Board of Directors for Cavium, Inc. from July 2009 until July 2018 and for Western Digital Corp. from May 2016 to February 2017. Mr. Mehrotra holds a BS and an MS in Electrical Engineering and Computer Science from the University of California, Berkeley and is a graduate of the Stanford Graduate School of Business Executive Program.
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Joel L. Poppen
53Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary
Mr. Poppen, 56, joined us in October 1995 and has held various leadership positions since that time. Mr. Poppen was named Senior Vice President, Legal Affairs, General Counsel, and Corporate Secretary in June 2017. Mr. Poppen holds a BS in Electrical Engineering from the University of Illinois and a JD from the Duke University School of Law.
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Sumit Sadana
48Executive Vice President and Chief Business Officer
Steven L. Thorsen, Jr.52SeniorMr. Sadana, 51, joined us in June 2017 as our Executive Vice President Worldwide Sales
Robert L. Bailey60Director
Richard M. Beyer68Director
Patrick J. Byrne56Director
Mercedes Johnson63Director
Lawrence N. Mondry57Director
Robert E. Switz70Chairman ofand Chief Business Officer. From April 2010 to May 2016, Mr. Sadana served in various roles at SanDisk Corporation, including Executive Vice President, Chief Strategy Officer, and General Manager, Enterprise Solutions until it was acquired by Western Digital in May 2016. Mr. Sadana currently serves on the Board of Directors of Silicon Laboratories, Inc. Mr. Sadana holds a B.Tech. in Electrical Engineering from the Indian Institute of Technology, Kharagpur, India and an MS in Electrical Engineering from Stanford University.
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David A. Zinsner
Senior Vice President and Chief Financial Officer
Mr. Zinsner, 51, joined us in February 2018 as our Senior Vice President and Chief Financial Officer. From April 2017 to February 2018, Mr. Zinsner served as the President and Chief Operating Officer of Affirmed Networks. From January 2009 to April 2017, Mr. Zinsner served as the Senior Vice President of Finance and Chief Financial Officer of Analog Devices. From July 2005 to January 2009, Mr. Zinsner served as the Senior Vice President and Chief Financial Officer of Intersil Corporation. Mr. Zinsner holds an MBA, Finance and Accounting from Vanderbilt University and a BS in Industrial Management from Carnegie Mellon University.

April S. Arnzen joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen became an officer in January 2015 and was named Senior Vice President, Human Resources in June 2017. Ms. Arnzen holds a BS in Human Resource Management and Marketing from the University of Idaho.

Scott J. DeBoer joined us in February 1995and has served in various leadership positions since that time. Dr. DeBoer became an officer in May 2007 and was named Executive Vice President, Technology Development in June 2017. Dr. DeBoer holds a PhD in Electrical Engineering and an MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College.

Ernest E. Maddock joined us as an officer in June 2015 and was named Senior Vice President and Chief Financial Officer in June 2017. From April 2013 until he joined us, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. From October 2008 to April 2013, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Lam Research Corporation after serving as Lam's Vice President of Global Operations from October 2003 to September 2008. Mr. Maddock also served as a member of the Board of Directors for Intersil Corporation from July 2015 to February 2017. Mr. Maddock holds a BS in Industrial Management from the Georgia Institute of Technology and an MBA from Georgia State University.

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

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

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



Steven L. Thorsen, Jr. joined us in September 1988 and has served in various leadership positions since that time. He became an officer in April 2012 and was named Senior Vice President, Worldwide Sales in June 2017. Mr. Thorsen holds a BA in Business Administration from Washington State University.

Robert L. Bailey has served as Chief Executive Officer of Blue Willow Systems, Inc. since August 2017 and as Blue Willow's Chairman since March 2015. Blue Willow is a software as a service resident safety platform for senior living facilities. Mr. Bailey was the Chairman of the Board of Directors of PMC-Sierra, Inc. from 2005 until May 2011 and also served as PMC's Chairman from February 2000 until February 2003. Mr. Bailey served as a director of PMC from October 1996 to May 2011. He also served as the Chief Executive Officer of PMC from July 1997 until May 2008. Within the past five years, Mr. Bailey also served on the Board of Directors of Entropic Communications. Mr. Bailey holds a BS in Electrical Engineering from the University of Bridgeport and an MBA from the University of Dallas. Mr. Bailey has served on our Board since 2007.

Richard M. Beyer was Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June 2012 and served as a director with Freescale until April 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation from 2002 to 2008. He has also previously served in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation. Within the past five years, Mr. Beyer served on the Board of Directors of Analog Devices, Inc. and Freescale. He currently serves on the Board of Directors of Dialog Semiconductor and Microsemi Corporation. Mr. Beyer served three years as an officer in the United States Marine Corps. He holds a BA and an MA in Russian from Georgetown University and an MBA in Marketing and International Business from Columbia University Graduate School of Business. Mr. Beyer has served on our Board since 2013.

Patrick J. Byrne has served as Senior Vice President of Fortive Corporation since July 2016, when Danaher Corporation completed the separation of its Test & Measurement and Industrial Technologies segments. Mr. Byrne was President of Tektronix, a subsidiary of Danaher, from July 2014 to July 2016. Previously, he was Vice President of Strategy and Business Development and Chief Technical Officer of Danaher from November 2012 to July 2014. Danaher designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Mr. Byrne served as Director, President and Chief Executive Officer of Intermec, Inc. from 2007 to May 2012. Within the past five years, Mr. Byrne served on the Board of Directors of Flow International and Intermec, Inc. Mr. Byrne holds a BS in Electrical Engineering from the University of California, Berkeley and an MS in Electrical Engineering from Stanford University. Mr. Byrne has served on our Board since 2011.

Mercedes Johnson was the Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a supplier of analog interface components for communications, industrial, and consumer applications, from December 2005 to August 2008. She also served as the Senior Vice President, Finance of Lam Research Corporation from June 2004 to January 2005 and as Lam's Chief Financial Officer from May 1997 to May 2004. Ms. Johnson holds a degree in Accounting from the University of Buenos Aires and currently serves on the Board of Directors for Juniper Networks, Inc., Teradyne, Inc., and Synopsys, Inc. She also served on the Board of Directors for Intersil Corporation from August 2005 to February 2017. Ms. Johnson is the Chairman of the Board of Directors' Audit Committee and Finance Committee and has served on our Board since 2005.

Lawrence N. Mondry has been the President and Chief Executive Officer of Stream Gas & Electric, Ltd., a provider of energy, mobile and protective services, since February 2016. Mr. Mondry was the Chief Executive Officer of Apollo Brands, a consumer products portfolio company, from February 2014 to February 2015. Mr. Mondry was the Chief Executive Officer of Flexi Compras Corporation, a rent-to-own retailer, from June 2013 to February 2014. Mr. Mondry was the President and Chief Executive Officer of CSK Auto Corporation, a specialty retailer of automotive aftermarket parts, from August 2007 to July 2008. Prior to his appointment at CSK, Mr. Mondry served as the Chief Executive Officer of CompUSA Inc. from November 2003 to May 2006. Mr. Mondry is the Chairman of the Board of Directors' Compensation Committee and Governance and Sustainability Committee and has served on our Board since 2005.

Robert E. Switz was the Chairman, President, and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure products and services, from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Within the past five years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., Broadcom Corporation, Cyan, Inc., Pulse Electronics Corporation, and Leap Wireless International, Inc. Mr. Switz currently serves on the Board of Directors for Marvell Technology Group Ltd., Gigamon, Inc., and FireEye, Inc. Mr. Switz holds an MBA from the University of Bridgeport and a BS in Business Administration from Quinnipiac University. Mr. Switz was appointed Chairman of the Board of Directors in 2012 and has served on our Board since 2006.


There are no family relationships between any of our directors or executive officers.



13 | 2020 10-K






Available Information


Micron, a Delaware corporation, was incorporated in 1978. Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number is (208) 368-4000. Information about us is available at our website, www.micron.com. Also available on our website are our:our Corporate Governance Guidelines, Governance and Sustainability Committee Charter, Compensation Committee Charter, Audit Committee Charter, Finance Committee Charter, and Code of Business Conduct and Ethics. Any amendments or waivers of our Code of Business Conduct and Ethics will also be posted on our website within four business days of the amendment or waiver. Copies of these documents are available to shareholders upon request. Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K.


We useInvestors and others should note that we announce material financial information about our business and products through a variety of means, including our investor relations website http://investors.micron.com, as a routine channel for(investors.micron.com), filings with the U.S. Securities and Exchange Commission (“SEC”), press releases, public conference calls, and webcasts. We use these channels to achieve broad, non-exclusionary distribution of important information including news releases, analyst presentations,to the public and financial information. for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on such channels.

Our filings are available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission,SEC, including our annual and quarterly reports on Forms 10-K and 10-Q and current reports on Form 8-K, our proxy statements, and any amendments to those reports or statements. The Securities and Exchange Commission’s ("SEC")SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Materials filed or furnished by us with the SEC are also available at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room is available by calling (800) SEC-0330. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.




Additional Information

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 by Micron are for identification purposes only and may be the registered or unregistered trademarks of their respective owners.


ITEM 1A. RISK FACTORS


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

The effects of the factors belowCOVID-19 outbreak could adversely affect our business, results of operations, and financial condition.

The effects of the public health crisis caused by the COVID-19 outbreak and the measures being taken to limit COVID-19’s spread are uncertain and difficult to predict, but may include, and in some cases, have included and may continue to include:

A decrease in short-term and/or long-term demand and/or pricing for our products and a global economic recession or depression that could further reduce demand and/or pricing for our products, resulting from actions taken by governments, businesses, and/or the general public in an effort to limit exposure to and the spreading of COVID-19, such as travel restrictions, quarantines, and business shutdowns or slowdowns;
Negative impacts to our operations, including:
reductions in production levels, R&D activities, product development, technology transitions, yield enhancement activities, and qualification activities with our customers, resulting from our efforts to mitigate the impact of COVID-19 through physical-distancing measures we have enacted at our locations around the world in an effort to protect our employees’ and contractors’ health and well-being, including working from home, limiting the number of meeting attendees, reducing the number of people in certain of our sites at any one time, quarantines of team members, contractors, or vendors who are at risk of contracting, or have contracted, COVID-19, and limiting employee travel;
increased costs resulting from our efforts to mitigate the impact of COVID-19 through physical distancing measures, working from home, upgrades to our sites, enhanced cleaning measures, and the increased use of personal protective equipment at our sites;
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increased costs for, or unavailability of, transportation, raw materials, or other inputs necessary for the operation of our business;
reductions in or cessation of operations at any site or in any jurisdiction resulting from government restrictions on movement and/or business operations or our failure to prevent and/or adequately mitigate spread of COVID-19 at one or more of our sites;
our inability to continue or resume construction projects due to delays in obtaining materials, equipment, labor, engineering services, government permits, or any other essential aspect of projects, which could impact our ability to introduce new technologies, reduce costs, or meet customer demand;
disruptions to our supply chain in connection with the sourcing and transportation of materials, equipment and engineering support, and services from or in geographic areas that have been impacted by COVID-19 and by efforts to contain the spread of COVID-19; and
Deterioration of worldwide credit and financial markets that could limit our ability to obtain external financing to fund our operations and capital expenditures, result in losses on our holdings of cash and investments due to failures of financial institutions and other parties, and result in a higher rate of losses on our accounts receivables due to credit defaults.

The resumption of normal business operations after such interruptions may be delayed or constrained by lingering effects of COVID-19 on our team members, contractors, suppliers, third-party service providers, customers, or distributors.

These effects, alone or taken together, could have a material adverse effect on our business, results of operations, legal exposure, or financial condition,condition. A sustained, prolonged, or stock price.recurring outbreak could exacerbate the adverse impact of such measures.


We have experienced volatilityVolatility 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 table below, and may continue to experience such volatility in the future. In some prior periods, average selling prices for our products have been below our manufacturing costs and we may experience such circumstances in the future. Decreases in averageAverage selling prices for our products that decline faster than our costs could have a material adverse effect on our business, results of operations, or financial condition.
 DRAMNAND
(percentage change in average selling prices)
2020 from 2019(34)%(9)%
2019 from 2018(30)%(47)%
2018 from 201736 %(13)%
2017 from 201618 %(10)%
2016 from 2015(34)%(16)%
  DRAM Trade NAND
     
  (percentage change in average selling prices)
2017 from 2016 19 % (9)%
2016 from 2015 (35)% (20)%
2015 from 2014 (11)% (17)%
2014 from 2013 6 % (23)%
2013 from 2012 (11)% (18)%
Beginning in 2020, revenue and units for MCPs and SSDs, which contain both DRAM and NAND, are disaggregated based on the relative values of each component. Prior periods presented in the table above have been conformed to current period presentation.


We may be unable to maintain or improve gross margins.


Our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes and product designs, including, but not limited to, 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 maintain or reduce costs include, but are not limited to, strategic product diversification decisions affecting product mix, the increasing complexity of manufacturing processes, difficulties in transitioning to smaller line-width process technologies, 3D memory layers, NAND cell levels, transitioning to replacement gate technology for NAND, process
15 | 2020 10-K



complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, and new products that may require relatively larger die sizes. Per

Many factors may result in a reduction of our output or a delay in ramping production, which could lead to underutilization of our production assets. These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, our ramp of emerging technologies, declining selling prices, and changes in supply agreements. A significant portion of our manufacturing costs are fixed and do not vary proportionally with changes in production output. As a result, lower utilization and increases in our per gigabit manufacturing costs may adversely affect our gross margins, business, results of operations, or financial condition.

In addition, per gigabit manufacturing costs may also be affected by a broader product portfolio, which may have smaller production quantities and shorter product lifecycles. Our business and the markets we serve are subject to rapid technological changes and material fluctuations in demand based on end-user preferences. As a result, we may have work in process or finished goods inventories that could become obsolete or in amounts that are in excess of our customers’ demand. As a result, we may incur charges in connection with obsolete or excess inventories, which could have a material adverse effect on our business, results of operations, or financial condition. In addition, due to the customized nature of certain of the products we manufacture, we may be unable to sell certain finished goods inventories to alternative customers or manufacture in-process inventory to different specifications, which may result in excess and obsolescence charges in future periods. Our inability to maintain or improve gross margins could have a material adverse effect on our business, results of operations, or financial condition.


The semiconductor memory and storage markets are highly competitive.


We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; Samsung Electronics Co., Ltd.; SK Hynix Inc.; Kioxia Holdings Corporation (formerly Toshiba Corporation;Memory Corporation); and Western Digital Corporation. Some of our competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation of industry competitors could put us at a competitive disadvantage. In addition, some governments such as China,may provide, or have provided and may continue to provide, significant assistance, financial assistanceor otherwise, to some of our competitors or to new entrants. entrants and may intervene in support of national industries and/or competitors. In particular, we face the threat of increasing competition as a result of significant investment in 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 from participating in the China market or may prevent us from competing effectively with Chinese companies. Some of our competitors may use aggressive pricing to obtain market share or take business of our key customers.

Our competitors generally seek to increase siliconwafer 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 supply of semiconductor memory and storage also result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memory and storage production. Our competitors may increase capital expenditures resulting in future increases in worldwide supply. We and some of our competitors have plans to ramp, or are constructing or ramping, production at new fabrication facilities. Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, wouldcould lead to further declines in average selling prices for our products and wouldcould materially adversely affect our business, results of operations, or financial condition. If competitors are more successful at developing or implementing new product or process technology, their products could have


cost or performance advantages.

The competitive nature of our industry could have a material adverse effect on our business, results of operations, or financial condition.

Debt obligations could adversely affect our financial condition.

In recent periods, our debt levels have increased due to the capital intensive nature of our business, business acquisitions, and the restructuring of our capital structure. As of August 31, 2017, we had debt with a carrying value of $11.13 billion. In addition, the conversion value in excess of principal of our convertible notes, as of August 31, 2017 was $1.91 billion, based on the trading price of our common stock of $31.97 as of August 31, 2017. In 2017, 2016, and 2015 we paid $1.63 billion, $94 million, and $1.43 billion, respectively, to repurchase and settle notes with principal amounts of $1.55 billion, $57 million, and $489 million, respectively. As of August 31, 2017, we had a revolving credit facility that provided for additional borrowings of up to $750 million based on eligible receivables. Events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize this revolving credit facility. We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and restructuring of our capital structure.

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 of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
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;
result in all obligations owing under the 2021 MSTW Term Loan being accelerated to be immediately due and payable if MSTW fails to comply with certain covenants, including financial covenants;
increase the interest rate under the 2021 MSTW Term Loan if we or MSTW fails to maintain certain financial covenants;
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; and
require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.

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 flow from operations, or that additional capital will be available to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. 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 or delay 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 of operations, or financial condition.


We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, 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
mu-20200903_g5.jpg16



future growth, achieve operating efficiencies, and maintain product quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology.

We estimate that net cashcapital expenditures in 20182021 for property, plant, and equipment, net of partner contributions, will be approximately $7.5$9 billion, plus or minus 5 percent, which reflects the offset of amounts we expect to be funded by our partners.focused on technology transitions and product enablement. Investments in capital expenditures offset by amounts funded bymay not generate expected returns or cash flows. Delays in completion and ramping of new production facilities could significantly impact our partners, were $5.13 billion for 2017. As of August 31, 2017, we had cash and marketable investments of $6.05 billion. As of August 31,


2017, $1.29 billion of cash and marketable investments, including substantially all of the cash held by the MMJ Group, MSTW, and MTTW, was held by foreign subsidiaries whose earnings were considered to be indefinitely reinvested and repatriation of these funds to the United States would subject these funds to U.S. federal income taxes. In addition, cash of $87 million held by IMFT was generally not available to finance our other operations.

The 2021 MSTW Term Loan contains covenants that limit or restrict MSTW's ability to create liens in or dispose of collateral securing obligations under the 2021 MSTW Term Loan, mergers involving MSTW and/or MTTW, loans or guarantees to third parties by MTTW and/or MSTW, and MSTW's and/or MTTW's distribution of cash dividends. As a result, the assets of MSTW and/or MTTW are not available for use by us inrealize expected returns on our other operations.

As a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings are continuing, 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 the Japan Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to us without the consent of the Japan Court and may, under certain circumstances, be subject to approval of the legal trustee. As a result, 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, which could have a material adverse effect on our business, results of MMJ and MMToperations, or further investments in MMT, may require consent of MMJ's trustees and/or the Japan Court.financial condition.


In the past we have utilized external sources of financing when needed. As a result of our debt levels, expected debt amortization, and general economic conditions, it may be difficult for us to obtain financing on terms acceptable to us. We have experienced volatility in our cash flows and operating results and may continue to experience such volatility in the future, which may negatively affect our credit rating. Our credit rating may also be affected by our liquidity, financial results, economic risk, or other factors, which may increase the cost of future borrowings and make it difficult for us to obtain financing on terms acceptable to us. In addition, if our credit rating declines below a certain level, our credit facility will be required to become secured by certain of our assets, which may limit the amount or increase the cost of future financings. There can be no assurance that we will be able to generate sufficient cash flows, use cash held by MMJ to fund itsaccess capital expenditures, access capitalor credit markets, or find other sources of financing to fund our operations, make debt payments, and make adequate 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.


A downturn in the worldwide economy may harm our business.

The health crisis caused by COVID-19 has adversely affected economic conditions and caused a downturn in the worldwide economy. Downturns in the worldwide economy have harmed our business in the past and the current downturn has adversely affected our business. As a result, demand for certain of our products used in smartphones, consumer electronics, and automotive, has declined. Reduced demand for these or other products could result in significant decreases in our average selling prices and product sales. If these adverse conditions persist or worsen, we could experience additional reduction in demand for our products and/or devices that incorporate our products. Future downturns could also adversely affect our business. In addition, to the extent our customers or distributors have elevated inventory levels, we may experience a decrease in short-term and/or long-term demand and/or pricing for our products.

A deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing to fund 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 receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, or financial condition.

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 2020, 88% of our revenue was from products shipped to customer locations outside the United States. We also purchase a significant portion of equipment and supplies from suppliers outside the United States. Additionally, a significant portion of our facilities are located outside the United States, including in Taiwan, Singapore, Japan, and China.

The United States and other countries have levied tariffs and taxes on certain goods. General trade tensions between the United States and China have been escalating since 2018, with U.S. tariffs on Chinese goods and retaliatory Chinese tariffs on U.S. goods. Some of our products are included in these tariffs. Higher duties on existing tariffs and further rounds of tariffs have been announced or threatened by U.S. and Chinese leaders. Additionally, the United States has threatened to impose tariffs on goods imported from other countries, which could also impact certain of our customers’ or our operations. If the United States were to impose current or additional tariffs on components that we or our suppliers source, our cost for such components would increase. We may also incur increases in manufacturing costs and supply chain risks due to our efforts to mitigate the impact of tariffs on our customers and our operations. Additionally, tariffs on our customers’ products could impact their sales of such end products, resulting in lower demand for our products.

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We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the United States and other countries, what products may be subject to such actions, or what actions may be taken by other countries in retaliation. Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, 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 condition.

Trade regulations have restricted our ability to sell our products to several customers, could restrict our ability to sell our products to other customers or in certain markets, or could otherwise restrict our ability to conduct operations.

International trade disputes have led, and may continue to lead, to new and increasing trade barriers and other protectionist measures that can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers or markets, limit our ability to procure components or raw materials, impede or slow the movement of our goods across borders, impede our ability to perform R&D activities, or otherwise restrict our ability to conduct operations. Increasing protectionism and economic nationalism may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets and/or customers.

Escalating trade tensions between the United States and China have led to increased trade restrictions, and have affected customer ordering patterns. For example, over the last 18 months the BIS has enacted increasingly broad trade restrictions with respect to Huawei (which represented approximately 10% of our revenue in the fourth quarter of 2020 and 12% in 2019), culminating with restrictions that took effect on September 15, 2020 and that currently prevent us and many other companies from shipping products to Huawei. We cannot predict the duration these restrictions will remain in place, whether the BIS will grant us or others licenses to ship products to Huawei, or whether the BIS or other U.S. or foreign government entities will enact similar restrictions with respect to other customers, markets, or products. We may not be able to replace the lost revenue opportunities associated with such restrictions.

The United States has also imposed other restrictions on the export of U.S. regulated products and technology to certain Chinese technology companies, including certain of our customers. These restrictions have reduced our sales, and continuing or future restrictions could adversely affect our financial results, result in reputational harm to us due to our relationship with such companies, or lead such companies to develop or adopt technologies that compete with our products. It is difficult to predict what further trade-related actions governments may take, and we may be unable to quickly and effectively react to such actions. For example, U.S. legislation has expanded the power of the U.S. Department of Commerce to restrict the export of “emerging and foundational technologies” yet to be identified, which could impact our current or future products.

Trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us. Sustained trade tensions could lead to long-term changes in global trade and technology supply chains, which could adversely affect our business and growth prospects. Trade restrictions that may be imposed by the United States, China, or other countries may impact our business in ways we cannot reasonably quantify, including that some of our customers’ products which incorporate our solutions may also be impacted. Restrictions on our ability to sell and ship our products to Huawei have had, and may continue to have, an adverse effect on our business, results of operations, or financial condition. In addition, further increases in trade restrictions or barriers may negatively impact our revenue with Huawei or other customers, and any licenses we have received or could receive in the future could be rendered ineffective. Any such changes may have a further adverse effect on our business, results of operations, or financial condition.

Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or our policies. Violations of trade laws, restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees; prohibitions on the conduct of our business; and damage to our reputation. The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our exposure to government investigations, legal actions, and penalties.
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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 meet long-term customer needs. These barriers include potential limitations on stacking additional 3D memory layers, additionalincreasing bits per cell (i.e., cell levels), the ability to shrink products in order to reduce costs, meetmeeting higher density requirements, and improveimproving power consumption and reliability. To meet these requirements, weWe may face technological barriers to continue to shrink our products at our current or historical rate, which has generally reduced per-unit cost. We have invested and expect thatto continue to invest in R&D for new memory technologies willand existing products, which involves significant risk and uncertainties. We may be developed byunable to recover our investment in R&D or otherwise realize the semiconductoreconomic benefits of reducing die size or increasing memory and storage industry.densities. Our competitors are working to develop new memory and storage technologies that may offer performance andand/or cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future success may depend on our ability to develop and produce viable and competitive new memory and storage technologies. There can be no assurance of the following:


that we will be successful in developing competitivenew 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; and
that 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, which is a new class of non-volatile technology. There is no assurance that our efforts to develop and market this new product technologytechnologies will be successful. Our unsuccessfulUnsuccessful efforts to develop new semiconductor memory and storage technologies could have a material adverse effect on our business, results of operations, or financial condition.

New product 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 development over the next several years. 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 our customers. 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 qualify new products with our customers on a timely basis; or
that margins generated from sales of these products will allow us to recover costs of development efforts.

Our unsuccessful efforts to develop new products and solutions could have a material adverse effect on our business, results of operations, or financial condition.

Our joint ventures and strategic relationships involve numerous risks.

We have entered into strategic relationships, including our IMFT joint venture with Intel, to manufacture products and develop new manufacturing process technologies and products. These joint ventures and strategic relationships are subject to various risks that could adversely affect the value of our investments and our results of operations. These risks include the following:

our interests could diverge from our partners' interests or we may not be able to agree with our partners on ongoing manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint ventures;
our joint venture partners' products may compete with our products;
we may experience difficulties in transferring technology to joint ventures;
we may experience difficulties and delays in ramping production at joint ventures;
our control over the operations of our joint ventures is limited;
due to financial constraints, our joint venture partners may be unable to meet their commitments to us or our joint ventures and may pose credit risks for our transactions with them;
due to differing business models or long-term business goals, we and our partners may not participate to the same extent on funding capital investments in our joint ventures;
cash flows may be inadequate to fund increased capital requirements of our joint ventures;
we may experience difficulties or delays in collecting amounts due to us from our joint ventures and partners;
the terms of our partnering arrangements may turn out to be unfavorable; and
changes in tax, legal, or regulatory requirements may 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, results of operations, or financial condition.


A significant concentrationportion of our net sales are torevenue is concentrated with a select number of customers.


In each of the last three years, approximately one-half of our total net sales were torevenue 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 our customer base or the mix of revenue by customer as markets and strategies evolve. In addition, any consolidation of our customers could reduce the number of customers to whom our products couldmay be sold. Our inability to meet our customers'customers’ requirements or to qualify our products with them could adversely impact our sales.revenue. Meaningful change in the inventory strategy of our customers, particularly those in China, could impact our industry bit demand growth outlook. The loss of, or restrictions on our ability to sell to, one or more of our major customers, such as those relating to Huawei described above, 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 face risks associated with our international sales and operations that could materially adversely affect our business, results of operations, or financial condition.

In 2020, 52% of our revenue was from sales to customers who have headquarters located outside the United States. We ship our products to the locations specified by our customers. Customers with global supply chains and operations may request we deliver products to countries where they own or operate production facilities or to countries where they utilize third-party subcontractors or warehouses. As a result, 88% of our revenue in 2020 was from products shipped to customer locations outside the United States.

A substantial portion of our operations are conducted in Taiwan, Singapore, Japan, and China, and many of our customers, suppliers, and vendors also operate internationally. Our operations, and the global supply chain of the technology industry, are subject to a number of risks, including the effects of actions and policies of various governments across our global operations and supply chain. For example, political, economic, or other actions from China could impact Taiwan and its economy, and may adversely affect our operations in Taiwan, our customers, and the technology industry supply chain. In addition, the U.S. government has in the past restricted American firms from selling products and software to certain of our customers and may in the future impose similar bans or other restrictions on sales to one or more of our significant customers. These restrictions may not prohibit our competitors from selling similar products to our customers, which may result in our loss of sales and market share. Even when such restrictions are lifted, financial or other penalties or continuing export restrictions imposed with respect to our
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customers could have a continuing negative impact on our future revenue and results of operations, and we may not be able to recover any customers or market share we lose while complying with such restrictions.

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;
public health issues (for example, an outbreak of a contagious disease such as COVID-19, Severe Acute Respiratory Syndrome (“SARS-CoV”), avian and swine influenza, measles, or Ebola);
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, export and import laws, and similar rules and regulations;
theft of intellectual property;
political and economic instability, including the effects of disputes between China and Taiwan;
government actions or civil unrest preventing the flow of products, including delays in shipping and obtaining products, cancellation of orders, or loss or damage of products;
problems with the transportation or delivery of products;
issues arising from cultural or language differences and labor unrest;
longer payment cycles and greater difficulty in collecting accounts receivable;
compliance with trade, technical standards, and other laws in a variety of jurisdictions;
contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments;
changes in economic policies of foreign governments; and
difficulties in staffing and managing international operations.

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.

We have been served with complaints in Chinese courts alleging patent infringement.

We have been served with complaints in Chinese courts alleging that we infringe certain Chinese patents by manufacturing and selling certain products in China. The complaints seek orders requiring us to destroy inventory of the accused products and equipment for manufacturing the accused products in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages plus court fees.

We are unable to predict the outcome of these assertions of infringement made against us and therefore cannot estimate the range of 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 to make material changes to our operations in China, products, and/or manufacturing processes. Any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition. (See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.”)

We are subject to allegations of anticompetitive conduct.

On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District of California. Subsequently, two substantially identical cases were filed in the same court. The lawsuits purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. On September 3, 2019, the District Court granted Micron’s motion to dismiss and allowed plaintiffs the opportunity to file a consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated amended complaint that purports to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint asserts claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 to at least February 1, 2018, and seeks treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief.

On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District of California. Subsequently, four substantially identical cases were filed in the same court. On October 28, 2019, the plaintiffs filed a consolidated, amended complaint. The consolidated complaint purports to be on behalf of a nationwide class of direct purchasers of DRAM products. The consolidated complaint asserts claims
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based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 through at least February 1, 2018, and seeks treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief.

Additionally, six cases have been filed in the following Canadian courts: Superior Court of Quebec, the Federal Court of Canada, the Ontario Superior Court of Justice, and the Supreme Court of British Columbia. The substantive allegations in these cases are similar to those asserted in the cases filed in the United States.

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

We are unable to predict the outcome of these matters and therefore cannot estimate the range of possible loss. The final resolution of these matters could result in significant liability and could have a material adverse effect on our business, results of operations, or financial condition.

Our business, results of operations, or financial condition could be adversely affected by the limited availability and quality of materials, supplies, and capital equipment, or 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 of third parties to provide us with components and services. We generally have multiple sources of supply for our materials and services. However, only a limited number of suppliers are capable of delivering certain materials and services that meet our standards and, in some cases, materials, components, or services are provided by a single supplier. Various factors could reduce the availability of materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks. Shortages or increases in lead times 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 materials are primarily available in certain countries, including rare earth elements, minerals, and metals available primarily from China. Trade disputes or other political conditions, economic conditions, or public health issues, such as COVID-19, may limit our ability to obtain such materials. Although these rare earth and other materials are generally available from multiple suppliers, China is the predominant producer of certain of these materials. If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost. Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China.

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, responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could limit the supply of our materials and/or increase the cost. Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines could delay our receipt of materials. Lead times for the supply of materials have been extended in the past. Our ability to procure components to repair equipment essential for our manufacturing processes could also be negatively impacted by various restrictions or disruptions in supply chains, among other items. The disruption of our supply of materials, components, services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition.

Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables the transition to lower cost manufacturing processes. For certain key types of equipment, including photolithography tools, we are sometimes dependent on a single supplier. From time to time, we have experienced difficulties in obtaining some equipment on a timely basis due to suppliers’ limited capacity. Our inability to obtain equipment on a timely basis could adversely affect our ability to transition to next generation manufacturing processes and reduce our costs. Delays in obtaining equipment could also impede our ability to ramp production at
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new facilities and could increase our overall costs of a ramp. Our inability to obtain advanced semiconductor manufacturing equipment in a timely manner could have a material adverse effect on our business, results of operations, or financial condition.

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 to meet the specific demands of our customers, which increases our reliance on our customers’ ability to accurately forecast the needs and preferences of their customers. As a result, our product demand forecasts may be impacted significantly by the strategic actions of our customers.

For certain of our markets, it is important that we deliver products in a timely manner with increasingly advanced performance characteristics at the time our customers are designing and evaluating samples for their products. If we do not meet their product design schedules, our customers may exclude us from further consideration as a supplier for those products. The process to develop new products requires us to demonstrate advanced functionality and performance, often well in advance of a planned ramp of production, in order to secure design wins with our customers. The effects of the public health crisis caused by the COVID-19 outbreak and the measures being taken to limit COVID-19’s spread could negatively impact our ability to meet anticipated timelines and/or expected or required quality standards with respect to the development of certain of our products. In addition, some of our components have long lead-times, requiring us to place orders several months in advance of anticipated 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 that:

our product development efforts will be successful;
we will be able to cost-effectively manufacture new products;
we will be able to successfully market these products;
we will be able to establish or maintain key relationships with customers, or that we will not be prohibited from working with certain customers, for specific chip set or design requirements;
we will be able to introduce new products into the market and qualify them with our customers on a timely basis; or
margins generated from sales of these products will allow us to recover costs of development efforts.

Our unsuccessful efforts to develop new products and solutions could have a material adverse effect on our business, results of operations, or financial condition.

Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop and qualify our system solutions.


Our development of system-level memory and storage products is dependent, in part, upon successfully identifying and meeting our customers'customers’ specifications offor those products. Developing and manufacturing system-level products with specifications unique to a customer increases our reliance upon that customer for purchasing our products inat sufficient volume, quantity,volumes and prices in a timely manner. If we fail to identify or develop products on a timely basis, or at all, that comply with our customers'customers’ specifications or achieve design wins with our customers, we may experience a significant adverse impact on our salesrevenue 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 and prices. Our competitors'competitors’ products may be less costly, provide better performance, or include additional features when compared to our products. Our long-term ability to sell system-level memory and storage products is reliant upon our customer'scustomers’ ability to create, 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 to generate 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 discreetdiscrete products, to design, test, and qualify, which may increase our costs. Additionally, some of our system solutions are
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increasingly dependent on sophisticated firmware that may require significant customization to meet customer specifications, which increases our costs and time to market. Additionally, we may need to update our firmware or develop new firmware as a result of new product introductions or changes 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 system-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 are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely affect our business, results of operations, or financial condition. From time to time, we experience problems with nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further diversified and expanded 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. AsOur products and solutions may be deemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial liability from our customers to us for costs incurred by the end user as a result weof our customers’ products failing to perform as specified. In addition, if our products and solutions perform critical functions in our customers’ products or are used in high-risk consumer end products, such as autonomous driver assistance programs, home and enterprise security, smoke and noxious gas detectors, medical monitoring equipment, or wearables for child and elderly safety, our potential liability may increase. We could be adversely affected in several ways, including the following:


we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products;
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and
we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships with existing or potential customers.


Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition.


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 secret laws,secrets, licensing arrangements, confidentiality procedures, non-disclosure agreements with employees, consultants, and vendors, and a general system of internal controls. Despite our system of controls over our intellectual property, it may be possible for our current or future competitors to obtain, copy, use, or disclose, illegally or otherwise, our product and process technology.technology or other proprietary information. The laws of some foreign countries may not protect our intellectual property to the same degree as do U.S. laws and our confidentiality, non-disclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce.


Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop, and retain highly skilled employees. Global competition for such skilled employees in our industry is intense. Due to the volatile nature of our industry and our operating results, a decline in our operating results and/or stock price may adversely affect our ability to retain key employees whose compensation is dependent, in part, upon the market price of our common stock, achieving certain performance metrics, levels of company profitability, or other financial or company-wide performance. If our competitors or future entrants into our industry are successful in hiring our employees, they may directly benefit from the knowledge these employees gained while they were under our employment.


Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property could have a material adverse effect on our business, results of operations, or financial condition.


A determination
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Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others, or entering into afailure to obtain or renew license agreementagreements 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 in the future assert, that our products or manufacturing processes infringe upon, misappropriate, misuse, or otherwise violate their intellectual property rights. We are unable to predict the outcome of these assertions of infringement made against us. A determination that our productsAny of these types of claims, regardless of the merits, could subject us to significant costs to defend or manufacturingresolve such claims and may consume a substantial portion of management’s time and attention. As a result of these claims, we may be required to:



pay significant monetary damages, fines, royalties, or penalties;
processes infringe upon the intellectual property rights of others,enter into license or entering a license agreementsettlement agreements covering such intellectual property could result in significant liability and/or require us to rights;
make material changes to or redesign our products and/or manufacturing processes.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“Part II Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.")


We have a number of intellectual property license agreements. Some of these license agreements require us to make one-time or periodic payments. We may need to obtain additional licenses or renew existing license agreements in the future. We are unable to predict whether these license agreements can be obtained or renewed on terms acceptable to us. Any of the foregoing resultsThe failure to obtain or renew licenses as necessary could have a material adverse effect on our business, results of operations, or financial condition.


Legal proceedings and claims could have a material adverse effect on our business, results of operations, or financial condition.

From time to time we are subject to various legal proceedings and claims that arise out of the ordinary conduct of our business or otherwise, both domestically and internationally. See “Item 3. Legal Proceedings.” Any claim, with or without merit, could result in significant legal fees that could negatively impact our financial results, disrupt our operations, and require significant attention from our management. We 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 and subject to litigation arising from the actions of our vendors, subcontractors, or business partners. We may also be subject to litigation or claims as a result of our indemnification obligations, including obligations to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, trademarks, copyrights, or trade secrets. We may also be subject to claims or litigation arising from the terms of our product warranties or 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. We, our officers, or our directors could also be subject to claims of alleged violations of securities laws. There can be no assurance that we are adequately insured to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters. Exposures to various legal proceedings and claims could lead to significant costs and expenses as we defend claims, are required to pay damage awards, or enter into settlement agreements, any of which could have a material adverse effect on our business, results of operations, or financial condition.

If our manufacturing process is disrupted by operational issues, natural disasters, or other events, our business, results of operations, or financial condition could be materially adversely 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 the effects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturing costs. We and our subcontractors maintain operations and continuously
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implement new product and process technology at our manufacturing operations,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 agreements with Intel.

From time to time, wethere have experiencedbeen disruptions in ourthe manufacturing process as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures,failures. We have manufacturing and other operations in locations subject to natural occurrences such as severe weather and geological events, including earthquakes or tsunamis, that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. Additionally, other environmental events. events including political or public health crises, such as an outbreak of contagious diseases like COVID-19, SARS-CoV, avian and swine influenza, measles, or Ebola, may affect our production capabilities or that of our suppliers, including as a result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel or shipping. For example, in March 2020, the government of Malaysia announced measures to restrict movement in that country in an effort to suppress the number of COVID-19 cases. Those restrictions temporarily limited our ability to fully operate our manufacturing facilities in that country. The events noted above have occurred from time to time in the past and may occur in the future. As a result, in addition to disruptions to operations, our insurance premiums may increase or we may not be able to fully recover any sustained losses through insurance.

If production at a fabrication facility is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable to meet our customers'customers’ requirements and they may purchase products from other suppliers. This could result in a significant increase in manufacturing costs, loss of revenues,revenue, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or financial condition.

The acquisition of our ownership interest in Inotera from Qimonda has been challenged by the administrator of the insolvency proceedings for Qimonda.

On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda's insolvency proceedings, filed suit against Micron and Micron 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, and seeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement.

Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose 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) determining that Qimonda's obligations under the patent cross-license agreement are canceled. In addition, the Court issued interlocutory judgments ordering, among other things: (1) that Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. 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 the benefits derived by Micron B.V. from the ownership of the Inotera Shares, and/or the termination of the patent cross-license, which could have a material adverse effect on our business, results of operations, or financial condition.



We may incur additional restructuring charges in future periods.

In separate transactions in 2017, we sold our assembly and test facility located in Akita, Japan and our 40% ownership interest in Tera Probe; assets associated with our 200mm fabrication facility in Singapore; and assets related to our Lexar brand. In 2016, we initiated a restructure plan in response to business conditions and the need to accelerate focus on our key priorities. The plan included the elimination of certain projects and programs, the permanent closure of a number of open headcount requisitions, workforce reductions in certain areas of our business, and other non-headcount related spending reductions. As a result of these and other actions, we incurred charges of $18 million, $67 million, and $3 million in 2017, 2016, and 2015, respectively.

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 of operations, or financial condition.


Breaches of our security systems, or those of our customers, suppliers, or business partners, could expose us to losses.


We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store, and transmit large amounts of data relating to our customers and employees, including sensitive personal information. Unauthorized persons or employees may gain access to our facilities or network systems to steal trade secrets or other proprietary information, compromise confidential information, create system disruptions, or cause shutdowns. 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, or breaches or attacks on our customers, suppliers, or business partners who have confidential or sensitive information regarding us and our customers and suppliers, could result in significant losses and damage our reputation with customers and suppliers and may expose us to litigation if the confidential information of our customers, suppliers, or employees is compromised,compromised. The foregoing could have a material adverse effect on our business, results of operations, or financial condition.

We face risks associated with our former IMFT joint venture with Intel.

On October 31, 2019, we purchased Intel’s noncontrolling interest in the IMFT joint venture, now known as MTU. Our acquisition involves risks including, but not limited to, continued underutilization of the MTU facility. We also face risks from our arbitration proceeding with Intel, in which we and Intel have made claims against each other for damages relating to the joint venture. For information regarding the arbitration proceeding, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.” The foregoing could have a material adverse effect on our business, results of operations, or financial condition.

Debt obligations could adversely affect our financial condition.

We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and restructure of our capital structure. As of September 3, 2020, we had debt with a carrying value of $6.64 billion. As of September 3, 2020, $2.50 billion of our Revolving Credit Facility was available to us. As of September 3, 2020, the conversion value in excess of principal of our convertible notes was $486 million, based on the trading price of our common stock of $46.33 per share on such date.

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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 of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
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; and
require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.

Our ability to meet our payment obligations under our debt instruments depends on our ability to generate significant cash flows or obtain external financing in the future. This, to some extent, is subject to market, economic, financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize our revolving credit facility. In 2019, we suspended the security interest in the collateral under our credit facility upon achieving a specified credit rating and prepaying our Senior Secured Term Loan B due in 2022; however, if our corporate credit rating were to decline below a certain level, the security interest would be automatically reinstated, which may limit the amount or increase the cost of future financings. 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 or delay 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 of operations, or financial condition.


ChangesWe must attract, retain, and motivate highly skilled employees.

To remain competitive, we must attract, retain, and motivate executives and other highly skilled employees, as well as effectively manage or plan for succession for key employees. Competition for experienced employees in foreign currency exchange rates could materially adversely affect our business, resultsindustry can be intense. Hiring and retaining qualified executives, engineers, technical staff, and sales representatives is critical to our business. Our inability to attract, retain, or effectively manage or plan for succession 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. We recorded net losses from changes in currency exchange rates of $74 million for 2017, $24 million for 2016, and $27 million for 2015. Based on our foreign currency balances of monetary assets and liabilities, as of August 31, 2017, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $391 million. Although we hedge our primary exposures to changes in currency exchange rates from our monetary assets and liabilities, the effectiveness of these hedges is dependent uponkey employees may inhibit our ability to accurately forecastmaintain or expand our monetary assetsbusiness operations. Additionally, changes to immigration policies in the numerous countries in which we operate, including the United States, as well as restrictions on global travel as a result of local or global public health crises requiring quarantines or other precautions to limit exposure to infectious diseases, may limit our ability to hire and/or retain talent in, or transfer talent to, specific locations. If our total compensation programs and liabilities. In addition, a significant portion ofworkplace culture cease to be viewed as competitive, our manufacturing 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, our manufacturing costsability to attract, retain, and motivate employees could significantly increase. Exchange rates for the U.S. dollar that adversely change against our foreign currency exposuresbe weakened, which could have a material adverse effect on our business, results of operations, or financial condition.


The acquisition of our ownership interest in Inotera from Qimonda has been challenged by the administrator of the insolvency proceedings for Qimonda.

In January 2011, Dr. Michael Jaffé, administrator for Qimonda’s insolvency proceedings, filed suit against Micron and Micron Semiconductor B.V. (“Micron B.V.”), in the District Court of Munich, Civil Chamber. The complaint seeks to void a share purchase agreement between Micron B.V. and Qimonda signed in 2008, pursuant to which Micron B.V. purchased substantially all of Qimonda’s shares of Inotera, representing approximately 18% of Inotera’s outstanding shares at that time, and seeks an order requiring us to re-transfer those shares to the Qimonda estate.
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The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement. See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies” for further information regarding the matter.

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 the benefits derived by Micron B.V. from the ownership of the Inotera shares, and/or the termination of the patent cross-license, which could have a material adverse effect on 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 for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including challenges by tax authorities to our tax positions and intercompany transfer pricing arrangements, failure to meet performance obligations with respect to tax incentive agreements, expanding our operations in various countries, and changes in tax laws and regulations. Additionally, we file income tax returns with the U.S. federal government, various U.S. states, and various other jurisdictions throughout the world and certain tax returns may remain open to examination for several years. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and cash tax liability. The foregoing items could have a material adverse effect on 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 United States 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 flows from operating activities and otherwise have a material adverse effect on our financial condition. For example, our effective tax rate increased from 1.2% for 2018 to 9.8% for 2019 primarily as a result of the Tax Cuts and Jobs Act enacted in December 2017 by the United States. Additionally, various levels of government are increasingly focused on tax reform and other legislative actions 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 Organisation for Economic Co-operation and Development, which represents a coalition of member countries and recommended changes to numerous long-standing tax principles. If implemented by taxing authorities, such changes, as well as changes in U.S. federal and state tax laws or in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, could have a material adverse effect on our business, results of operations, or financial condition.

Our incentives from various governments are conditional upon achieving or maintaining certain performance obligations and are subject to reduction, termination, or clawback.

We have received, and may in the future continue to receive, benefits and incentives from national, state, and local governments in various regions of the world designed to encourage us to establish, maintain, or increase investment, workforce, or production in those regions. These incentives may take various forms, including grants, loan subsidies, and tax arrangements, and typically require us to perform or maintain certain levels of investment, capital spending, employment, technology deployment, or research and development activities to qualify for 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 with their terms and obligations. Such audits could result in modifications to, or termination of, the applicable incentive program. The incentives we receive could be subject 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.

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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'smanagement’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 governmentalgovernment 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'scompany’s internal financial controls, disclosure controls and procedures, compliance programs, and/or environmental, health and safety, anti-corruption, human resource, or other policies or practices; and
impairment 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 in significant declines in average selling prices for DRAM and NAND. 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 described above, including the risks pertaining to funding, assumption of liabilities, integration challenges, and increases in debt that may accompany such transactions. Acquisitions of, or alliances with, technology companies are inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial condition.


The limited availability of raw materials, supplies, or capital equipmentChanges in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial condition.


OurAcross our global operations, require raw materials,significant transactions and balances are denominated in certain cases, third party services, that meet exacting standards. We generally have multiple sources of supply for our raw materialscurrencies other than the U.S. dollar (our reporting currency), primarily the euro, Singapore dollar, New Taiwan dollar, and services. However, onlyyen. In addition, a limited number of suppliers are capable of delivering certain raw materials and services that meet our standards. 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 may occur, from time to time, in the future. We and/or our suppliers could be affected by laws and regulations enacted in response to concerns regarding climate change, which could increase the cost and limit the supplysignificant portion of our raw materials. In addition, disruptionsmanufacturing costs are denominated in transportation linesforeign currencies. Exchange rates for some of these currencies against the U.S. dollar have been volatile and may be volatile in future periods. If these currencies strengthen against the U.S. dollar, our manufacturing costs could delay our receipt of raw materials. Lead timessignificantly increase. Exchange rates for the supply of raw materials have been extended in the past. The disruption ofU.S. dollar that adversely change against our supply of raw materials or services or the extension of our lead timesforeign currency exposures could have a material adverse effect on our business, results of operations, or financial condition.


Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment that enables the transition to lower cost manufacturing processes. For certain key types of equipment, including photolithography tools, we are sometimes dependent on a single supplier. We may incur restructuring charges in future periods.

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 our ability to transition to next generation manufacturing processes and reduce our costs. Delays in obtaining equipment could also impede our ability to ramp production at new facilities and could increase our overall costs of a ramp. Our inability to obtain advanced semiconductor manufacturing equipment in a timely manner could have a material adverse effect on our business, results of operations, or financial condition.

A downturnmay in the worldwide economyfuture, 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 harmnot realize expected savings or other benefits from our business.

Downturnsrestructure activities and may incur additional restructure charges or other losses in the worldwide economy have harmed our businessfuture 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 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 our ability 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 downturndifficulties in the worldwide economy could have a material adverse effect on our business, resultstimely delivery 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 our customers or suppliers operate.

We have manufacturing and other operations in locations subject to natural occurrences such as severe weather and geological events, such as earthquakes or tsunamis, that could disrupt operations. 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 effect on our business, results of operations, or financial condition.

The operations of MMJ are subject to continued oversight by the Japan Court during the pendency of the corporate reorganization proceedings.

Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of our acquisition of MMJ, the reorganization proceedings in Japan (the "Japan Proceedings") are continuing and MMJ remains subject to the oversight of the Japan Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the Japan Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings. The business trustee is responsible for overseeing the operation of the business of MMJ, other than oversight 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 Japan 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 Japan 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 no assurance that the Japan 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 Japan Court and may be required to obtain the consent of the Japan Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The consent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization. Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to operate MMJ as part of our global business or to cause MMJ to take certain actions that we deem advisable for its business could be adversely affected if the Japan Court or the legal trustee is unwilling to consent 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 Japan Court during the pendency of the corporate reorganization proceedings 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 for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including challenges by tax authorities to our tax positions and intercompany transfer pricing agreements, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities, failure to meet performance obligations with respect to tax incentive agreements, and changes in tax laws and regulations. We file income tax returns with the U.S. federal government, various U.S. states, and various other jurisdictions throughout the world. Our U.S. federal and state tax returns remain open to examination for 2013 through 2017. In addition, tax returns that remain open to examination in Japan range from the years 2011 to 2017 and in Singapore and Taiwan from 2012 to 2017. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and cash tax liability. The foregoing items could have a material adverse effect on our business, results of operations, or financial condition.

We may not utilize all of our net deferred tax assets.

We have substantial deferred tax assets, which include, among others, net operating loss and credit carryforwards. As of August 31, 2017, our U.S. federal and state net operating loss carryforwards, including uncertain tax benefits, were $3.88 billion and $1.95 billion, respectively, which, if not utilized, will expire at various dates from 2028 through 2037 and 2018 through 2037, respectively. As of August 31, 2017, our foreign net operating loss carryforwards were $6.30 billion, which will, if not utilized, substantially all expire at various dates from 2019 through 2026. As of August 31, 2017, we had gross deferred tax assets of $3.78 billion and valuation allowances of $2.32 billion against our deferred tax assets. If we repatriate earnings from our subsidiaries whose earnings are deemed to be indefinitely reinvested, a portion of our net operating losses would be utilized. Utilization of all of our net operating loss and credit carryforwards would increase the amount of our annual cash taxes


reducing the overall amount of cash available to be used in other areas of the business and could have a material adverse effect on our business, results of operations, or financial condition.

A change in ownership may limit our ability to utilize our net operating loss carryforwards.

On January 18, 2017, our shareholders approved a Section 382 Rights Agreement (the "Rights Agreement"), under which our shareholders of record as of the close of business on August 1, 2016 received one right for each share of common stock outstanding, which entitles certain shareholders to purchase additional shares of our common stock at a significant discount in the event of certain transactions that may result in an ownership change, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur when the percentage of our ownership by one or more 5% shareholders has increased by more than 50% at any time during the prior three years. Rights will attach to all shares of the Company’s common stock issued prior to the earlier of the rights' distribution date or expiration date as set forth in the Rights Agreement. Pursuant to the Rights Agreement, if a shareholder (or group) acquires beneficial ownership of 4.99% or more of the outstanding shares of our common stock without prior approval of our Board or without meeting certain customary exceptions, the rights (other than rights held by the acquiring shareholder (or group) and certain related persons) would become exercisable. The Rights Agreement is intended to avoid an adverse ownership change, thereby preserving our current ability to utilize certain net operating loss and credit carryforwards; however, there is no assurance that the Rights Agreement will prevent all transfers that could result in such an ownership change.

If we experience a 50% or greater change in ownership involving shareholders owning 5% or more of our common stock, it could adversely impact our ability to utilize our existing net operating loss and credit carryforwards. The inability to utilize existing net operating loss and credit carryforwards would significantly increase the amount of our annual cash taxes and reduce the overall amount of cash available to be used in other areas of the businessproducts, which could have a material adverse effect on our business, results of operations, or financial condition.


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Compliance with customer and responsible sourcing requirements and related regulations regarding the use of conflict minerals could limit the supply and increase the cost of certain metalsmaterials, supplies, and services used in manufacturing our products.


IncreasedMany of our customers have adopted responsible sourcing programs that require us to periodically report on our supply chain and responsible sourcing efforts to ensure we source the materials, supplies, and services we use and incorporate into the products we sell in a manner that is consistent with their programs. 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 meet the specifications of their responsible sourcing programs. Meeting customer requirements may limit the sourcing and availability of some of the materials, supplies, and services we use, particularly when the availability of such materials, supplies, and services is concentrated to a limited number of suppliers. This in turn may affect our ability and/or the cost to obtain in sufficient quantities materials, supplies, and services necessary for the manufacture of our products.

This increased focus on environmental protection and social responsibility initiatives led to the passage of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and its implementing SEC regulations. The Dodd-Frank Actact 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") and finance or benefit local armed groups. These "conflict minerals"conflict minerals are commonly found in materials used in the manufacture of semiconductors. The implementation of these new 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 and may 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.

Our inability to comply with thecustomers’ requirements for responsible sourcing or with related regulations regarding the use of conflict 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, or industry standards that may result in additional costs and liabilities.have a material adverse effect on our business, results of operations, or financial condition.


The manufacturing of our products requires the use of facilities, equipment, and materials that are subject to a broad array of 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 thesechanges in laws, regulations, or regulationsindustry standards could cause us to incur additional direct costs, as well as increased indirect costs related to our relationships with our customers and suppliers, and otherwise harm our operations and financial condition. Any failure to comply with these laws, regulations, or regulationsindustry standards could adversely impact our reputation and our financial results. Additionally, we partner with other companies inengage various third parties as sales channel partners or to represent us or otherwise act on our joint ventures, whichbehalf who are also subject to a broad array of laws, regulations, and regulations.industry standards. Our ownership inengagement with these joint venturesthird parties 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;production or sales of our products;
remediation costs;
alteration of our manufacturing processes;
regulatory penalties, fines, and legal liabilities; and
reputational challenges.




OurCompliance with, or our failure, or the failure of our joint ventures,third-party sales channel partners or agents, to comply with, these laws, and regulations, or industry standards could have a material adverse effect on our business, results of operations, 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.

Sales to customers outside the United States approximated 86% of our consolidated net sales for 2017. In addition, a substantial 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, and Japan. 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;
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 our 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 our ability to maintain flexibility with our staffing levels;
disruptions to our manufacturing operations as a result of actions imposed by foreign governments;
changes in economic policies of foreign governments; and
difficulties in staffing and managing international operations.

These factors could have a material adverse effect on our business, results of operations, or financial condition.


We are subject to counterparty default risks.


We have numerous arrangements with financial institutions that subject us to counterparty default risks, including cash deposits, investments, capped call contracts on our common stock, and derivative instruments. Additionally, we are subject to counterparty default risk from our customers for amounts receivable from them. As a result, we are subject to the risk that the counterparty to one or more of these arrangements will default on its performance obligations. A counterparty may not comply with theirits contractual commitments which could then lead to theirits defaulting on theirits 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 from taking effective action. If one of our counterparties becomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of that counterparty's counterparty’s
29 | 2020 10-K



default may be limited by the liquidity of the counterparty or the applicable laws governing the bankruptcy proceedings. In the event of such default, we could incur significant losses, which could have a material adverse effect on our business, results of operations, or financial condition.



The trading price of our common stock has been and may continue to be volatile.

Our common stock has experienced substantial price volatility in the past and may continue to do so in the future. Additionally, we, the technology industry, and the stock market as a whole have on occasion experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to the operating performance of the specific companies. The trading price of our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition and operating results, changes in financial estimates by us or financial estimates and ratings by securities analysts, changes in our capital structure, including issuance of additional debt or equity to the public, interest rate changes, regulatory changes, news regarding our products or products of our competitors, and broad market and industry fluctuations. For these reasons, investors should not rely on recent or historical trends to predict future trading prices of our common stock, financial condition, results of operations, or cash flows. Investors in our common stock may not realize any return on their investment in us and may lose some or all of their investment. Volatility in the trading price of our common stock could also result in the filing of securities class action litigation matters, which could result in substantial costs and the diversion of management time and resources.

The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will fully consummate our share repurchase authorization, or that it will enhance long-term shareholder value. Share repurchases could also increase the volatility of the trading price of our stock and will diminish our cash reserves.

The amount, timing, and execution of our share repurchases pursuant to our share repurchase authorization may fluctuate based on our operating results, cash flows, and priorities for the use of cash for other purposes. These purposes include, but are not limited to, operational spending, capital spending, acquisitions, and repayment of debt. Other factors, including changes in tax laws, could also impact our share repurchases. Although our Board of Directors has authorized share repurchases of up to $10 billion of our outstanding common stock, the authorization does not obligate us to repurchase any common stock.

We cannot guarantee that our share repurchase authorization will be fully consummated or that it will enhance long-term shareholder value. The repurchase authorization could affect the trading price of our stock and increase volatility, and any announcement of a pause in, or termination of, this program may result in a decrease in the trading price of our stock. In addition, this program will diminish our cash reserves.


ITEM 1B. UNRESOLVED STAFF COMMENTS


None.






mu-20200903_g5.jpg30



ITEM 2. PROPERTIES


Our corporate headquarters are located in Boise, Idaho. In addition to our principal facilities described below, we own or lease numerous other facilities in locations throughout the world used for design, R&D, and sales and marketing activities. The following is a summary of our principal facilities as of August 31, 2017:September 3, 2020:
mu-20200903_g15.jpg
LocationPrincipal Operations
United States
TaiwanR&D, wafer fabrication, facilities, reticle manufacturing,component assembly and test, module assembly and test
SingaporeWaferR&D, wafer fabrication, component assembly and test, and module assembly and test
ChinaJapanR&D, wafer fabrication
United StatesAssembly,R&D, wafer fabrication, reticle manufacturing
ChinaComponent assembly and test, and module assembly and test
MalaysiaAssemblyComponent assembly and test,
TaiwanWafer fabrication
JapanWafer fabrication module assembly and R&Dtest


CertainWe generally utilize all of our properties are collateral to secured borrowing arrangements. (See "Part II – Item 8. Financial Statementsmanufacturing capacity; however, a portion of our MTU facility was underutilized for 2020, 2019, and Supplementary Data – Notes to Consolidated Financial Statements – Debt.") We also own or lease a number of other facilities in locations throughout the world that are used for design, R&D, and sales and marketing activities. Substantially all of the capacity of the facilities listed above is fully utilized.

Our facility in Lehi, Utah is owned and operated by our IMFT joint venture with Intel. (See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Noncontrolling Interests in Subsidiaries – IMFT.")

2018. We believe that our existing facilities are suitable and adequate for our present purposes. We do not identify or allocate assets by operating segment, other than goodwill. (See "Part“Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information.")




ITEM 3. LEGAL PROCEEDINGS

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


Reorganization Proceedings of the MMJ Companies


In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, a Japanese corporation, pursuant to the terms and conditions of an Agreement on Support for Reorganization Companies (as amended, the "Sponsor Agreement"(the “Sponsor Agreement”) that we entered into in 2012 with the trustees of the MMJ Companies'Companies’ pending corporate reorganization proceedings under the Corporate Reorganization Act of Japan. Under the Sponsor Agreement, we agreed to provide certain support for the reorganization of the MMJ Companies and the trustees agreed to prepare and seek approval for such support from the JapanTokyo District Court and the MMJ Companies' creditors of plan ofCompanies’ reorganization consistent with such support.creditors.

31 | 2020 10-K




The plan of reorganization providesprovided for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen, less certain expenses of the reorganization proceedings and certain other items.expenses. The plan of reorganization also provided for the investment by us pursuant to the Sponsor Agreementour cash payment at closing of 60 billion yen paid at closing in cash into MMJ to fund the initial installment payment to the creditors of 60 billion yen in exchange for 100% ownership of MMJ's equity and the use of such investment to fund the initial installment payment by the MMJ Companies to their creditors of 60 billion yen, subject to reduction for certain items specified in the Sponsor Agreement and plan of reorganization.MMJ’s equity.


Under MMJ'sMMJ’s plan of reorganization, secured creditors will recoverrecovered 100% of the amount of their fixed claims on or before the sixth annual installment payment, and unsecured creditors will recoverrecovered at least 17.4% of the amount of their fixed claims. The actual recovery of unsecured creditors will be higher, however, based, in part, on events and circumstances occurring following the plan approval. The remaining portion of the unsecured claims will be discharged, without payment, over the period that payments are made pursuant to the plan of reorganization. The secured creditors will be paid in full on or before the sixth installment payment date, while the unsecured creditors will be paid in seven annual installments. The unsecured creditors of MAI were scheduled to be paid in seven installments; however, inIn connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and MAI'sMAI’s reorganization proceedings were closed.closed at that time.




Because MMJ'sMMJ’s plan of reorganization providesprovided for ongoing payments to creditors, the reorganization proceedings continued following the closing of the MMJ acquisition the reorganization proceedings in Japan are continuing and MMJ remainsremained subject to the oversight of the JapanTokyo District Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the Japan Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings.two trustees. The business trustee is responsible for overseeing the operation of the businesses of the MMJ Companies, other than oversight 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 Japan Court, will continue until the final creditor payment is made under MMJ'sMMJ’s plan of reorganization which is scheduled to occuroccurred in December 2019 but may occurand, on July 22, 2020, the Tokyo District Court issued a later date to the extent any claims of creditors remain unfixed on the final scheduled installment payment date. MMJ may petition the Japan Court for an early termination oforder formally closing the reorganization proceedings once two-thirdsand ending the oversight of all payments underMMJ’s operations by the plan of reorganization are made. Although such early terminations are customarily granted, there can be no assurance that the Japan 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 JapanTokyo District Court and may be requiredtrustees.

See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to obtain the consentConsolidated Financial Statements – Contingencies” and “Item 1A. Risk Factors” for a discussion of the Japan Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements. The consent of theother legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization. Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to effectively integrate MMJ as part of our global operations or to cause MMJ to take certain actions that we deem advisable for its businesses could be adversely affected if the Japan Court or the legal trustee is unwilling to consent to various actions that we may wish to take with respect to MMJ.proceedings.




ITEM 4. MINE SAFETY DISCLOSURES


Not Applicable.

applicable.



PART II


ITEM 5. MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock


Our common stock is listed on the NASDAQThe Nasdaq Global Select Market and trades under the trading symbol "MU." The following table represents the high and low closing prices for our common stock as reported by NASDAQ for each quarter of 2017 and 2016:“MU.”
  Fourth Quarter Third Quarter Second Quarter First Quarter
2017        
High $32.50
 $30.77
 $24.79
 $20.13
Low 27.49
 25.15
 18.61
 16.62
         
2016        
High $16.91
 $13.11
 $15.50
 $19.16
Low 11.73
 9.56
 9.69
 14.06


Holders of Record


As of October 20, 2017,9, 2020, there were 2,1701,942 shareholders of record of our common stock.

Dividends

We have not declared or paid cash dividends since 1996 and do not intend to pay cash dividends for the foreseeable future.
As a result of the Japan Proceedings, for so long as such proceedings continue, MMJ is subject to certain restrictions on dividends, loans, and advances. In addition, the 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and/or MTTW to distribute cash dividends. Our ability to access IMFT's cash and other assets through dividends, loans, or advances, including to finance our other operations, is subject to agreement by Intel.


Equity Compensation Plan Information


The information required by this item is incorporated by reference from the information to be included in our 20172020 Proxy Statement under the section entitled "Equity“Equity Compensation Plan Information," which will be filed with the Securities and Exchange CommissionSEC within 120 days after August 31, 2017.September 3, 2020.


Issuer PurchasesPurchase of Equity Securities


OurCommon Stock Repurchase Authorization

In May 2018, we announced that our Board hasof Directors authorized the discretionary repurchase of up to $1.25$10 billion of our outstanding common stock inthrough open-market purchases, block trades, privately-negotiated transactions, or derivative transactions. Through 2017, we had repurchased a total of 49 million shares for $956 million through open-market transactions, and/or pursuant to such authorization. Repurchases areRule 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. In the fourth quarter of 2017, we did not repurchase any shares and, as of August 31, 2017, the maximum dollar value of shares that we may repurchase under the authorization of the Board was $294 million.


mu-20200903_g5.jpg32



PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum number (or approximate dollar value) of shares that may yet be purchased under publicly announced plans or programs
May 29, 2020July 2, 2020824,339 $49.91 824,339 
July 3, 2020July 30, 2020— — — 
July 31, 2020September 3, 2020— — — 
824,339 $49.91 824,339 $7,162,264,784
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 not considered common stock repurchases under an authorized common stock repurchase plan.plan and accordingly are excluded from the amounts in the table above.




Performance Graph


The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, 2012,2015, through August 31, 2017.2020. We operate on a 52 or 53 week fiscal year which ends on the Thursday closest to August 31. Accordingly, the last day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein, we have calculated our stock performance graph assuming an August 31 year end.
mu-20200903_g16.jpg
Note: Management cautions that the stock price performance information shown in the graph above may not be indicative of current stock price levels or future stock price performance.


The performance graph above assumes $100 was invested on August 31, 20122015 in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX). Any dividends paid during the period presented were assumed to be reinvested. The performance was plotted using the following data:
 201520162017201820192020
Micron Technology, Inc.$100 $100 $195 $320 $276 $277 
S&P 500 Composite Index100 113 131 157 161 196 
Philadelphia Semiconductor Index (SOX)100 134 189 242 265 405 


33 | 2020 10-K
  2012 2013 2014 2015 2016 2017
Micron Technology, Inc. $100
 $219
 $525
 $264
 $266
 $515
S&P 500 Composite Index 100
 119
 149
 149
 168
 195
Philadelphia Semiconductor Index (SOX) 100
 118
 169
 164
 219
 309







ITEM 6. SELECTED FINANCIAL DATA


 20202019201820172016
 (in millions, except per share amounts)
Revenue$21,435 $23,406 $30,391 $20,322 $12,399 
Gross margin6,552 10,702 17,891 8,436 2,505 
Operating income3,003 7,376 14,994 5,868 168 
Net income (loss)2,710 6,358 14,138 5,090 (275)
Net income (loss) attributable to Micron2,687 6,313 14,135 5,089 (276)
Diluted earnings (loss) per share2.37 5.51 11.51 4.41 (0.27)
Cash and short-term investments8,142 7,955 6,802 5,428 4,398 
Total current assets17,965 16,503 16,039 12,457 9,495 
Property, plant, and equipment31,031 28,240 23,672 19,431 14,686 
Total assets53,678 48,887 43,376 35,336 27,540 
Total current liabilities6,635 6,390 5,754 5,334 4,835 
Long-term debt6,373 4,541 3,777 9,872 9,154 
Total Micron shareholders’ equity38,996 35,881 32,294 18,621 12,080 
Noncontrolling interests in subsidiaries— 889 870 849 848 
Total equity38,996 36,770 33,164 19,470 12,928 
  2017 2016 2015 2014 2013
           
  (in millions except per share amounts)
Net sales $20,322
 $12,399
 $16,192
 $16,358
 $9,073
Gross margin 8,436
 2,505
 5,215
 5,437
 1,847
Operating income 5,868
 168
 2,998
 3,087
 236
Net income (loss) 5,090
 (275) 2,899
 3,079
 1,194
Net income (loss) attributable to Micron 5,089
 (276) 2,899
 3,045
 1,190
Diluted earnings (loss) per share 4.41
 (0.27) 2.47
 2.54
 1.13
           
Cash and short-term investments 5,428
 4,398
 3,521
 4,534
 3,101
Total current assets 12,457
 9,495
 8,596
 10,245
 8,911
Property, plant, and equipment, net 19,431
 14,686
 10,554
 8,682
 7,626
Total assets 35,336
 27,540
 24,143
 22,416
 19,068
Total current liabilities 5,334
 4,835
 3,905
 4,791
 4,122
Long-term debt 9,872
 9,154
 6,252
 4,893
 4,406
Redeemable convertible notes 21
 
 49
 68
 
Total Micron shareholders’ equity 18,621
 12,080
 12,302
 10,760
 9,142
Noncontrolling interests in subsidiaries 849
 848
 937
 802
 864
Total equity 19,470
 12,928

13,239

11,562

10,006


Through December 6, 2016,On October 31, 2019, we held a 33% ownershippurchased Intel’s noncontrolling interest in Inotera (nowIMFT, now known as MTTW), NanyaMTU, and certain of its affiliates held a 32% ownership interest,IMFT Member Debt for $1.25 billion. See “Item 8. Financial Statements and the remaining ownership interest was publicly held. OnSupplementary Data – Notes to Consolidated Financial Statements – Debt” and “– Equity.”

In December 6, 2016, we acquired the 67% remaining interest in Inotera and began consolidating Inotera's operating results. In the periods presented above through December 2016, Inotera manufacturessold DRAM products at its 300mm wafer fabrication facility in Taoyuan City, Taiwan, and previously sold such products exclusively to us through supply agreements. The cash paid for the Inotera Acquisition was funded, in part, with a term loan of 80 billion New Taiwan dollars and $986 million from the sale of 58 million shares of our common stock.


On July 31, 2013, we completed the MMJ acquisition, in which we acquired Elpida, now known as MMJ, and a controlling interest in Rexchip Electronics Corporation, now known as MMT. The MMJ Group's products include mobile DRAM targeted to mobile phones and tablets and computing DRAM targeted to desktop PCs, servers, notebooks, and workstations. The MMJ acquisition included a 300mm DRAM wafer fabrication facility located in Hiroshima, Japan, a 300mm DRAM wafer fabrication facility in Taichung City, Taiwan, and an assembly and test facility located in Akita, Japan. We recorded a gain on the transaction of $1.48 billion in 2013.


ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements such as those made regarding future restructure charges; 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 for at least the next 12 months; capital spending in 2018; and the timing of payments for certain contractual obligations. We are under no obligation to update these forward-looking statements. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in "Part I, Item 1A. Risk Factors." This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August 31, 2017.September 3, 2020. All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. OurFiscal 2020 contains 53 weeks and our fiscal 20172019 and 20162018 each contain 52 weeks andweeks. Our fourth quarter of fiscal 20152020 contained 5314 weeks. All production data includes the production of IMFT and Inotera. All tabular dollar amounts are in millions, except per share amounts.



Our Management's Discussion and Analysis is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. This discussion is organized as follows:

Results of Operations: An analysis of our financial results consisting of the following:
Consolidated results;
Operating results by business segment;
Operating results by product; and
Operating expenses and other.
Liquidity and Capital Resources: An analysis of changes in our balance sheet and cash flows and discussion of our financial condition and liquidity.
Off-Balance Sheet Arrangements:Description of off-balance sheet arrangements.
Critical Accounting Estimates:Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
Recently Adopted and Issued Accounting Standards


For an overview of our business, see "Part“Part I – Item 1. Business – Overview."


Impact of COVID-19 on Our Business

Events surrounding the ongoing COVID-19 outbreak have resulted in a reduction in economic activity across the globe, which has affected demand for certain of our products. While we have observed demand increases in some areas of our business that support a stay-at-home economy, such as products used in data center infrastructure, notebook computers, and similar applications, we have also observed demand decreases in other categories such as smartphones, consumer electronics, automotive, desktop PCs, and enterprise markets. The ultimate extent to which COVID-19 will impact demand for our products depends on future developments, which are highly uncertain and very difficult to predict, including new information that may emerge concerning the severity of the coronavirus and actions to contain and treat its impacts.

mu-20200903_g5.jpg34



While all our global sites are currently operating with close to full staff and at normal capacity levels, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on government mandates. We may be required to, or deem it to be in the best interest of our employees, customers, partners, suppliers, and stakeholders, to alter our business operations in order to maintain a healthy and safe environment. It is not clear what potential effects any such alterations or modifications may have on our business, including effects on our customers, employees, and prospects, or on our financial results. We are following government policies and recommendations designed to slow the spread of COVID-19 and remain committed to the health and safety of our team members, contractors, suppliers, customers, distributors, and communities.

Our efforts to respond to the COVID-19 outbreak include the following:

We have put health screenings in place, required physical distancing, established team separation protocols, and made equipment upgrades at our facilities. We are also prohibiting visitors, have significantly decreased business travel, and are generally requiring team members to work from home where possible. Where work from home is not possible, all on-site team members must pass thermal scanning equipment to ensure they do not have an elevated body temperature and must wear a mask at all times.
To respond to changing market conditions, we have shifted some supply from markets which have experienced declines in demand, such as smartphones, consumer electronics, desktop PCs, automotive, and enterprise to markets that have experienced demand increases, such as data center, cloud server, notebooks, and gaming.
We have evaluated our supply chain and communicated with our suppliers to identify supply gaps and taken steps to ensure continuity. In some cases, we have added alternative suppliers and increased our on-hand inventory of raw materials needed in our operations.
We have added assembly and test capacity to provide redundant manufacturing capability through our network of captive operations and external partners.
We are evaluating all our construction projects across our global manufacturing operations and enacting protocols to enhance the safety of our team members, suppliers, and contractors.
We have developed strategies and are implementing measures to respond to a variety of potential economic scenarios, such as limitations on new hiring and business travel and reductions of discretionary spending.
We are working with government authorities in the jurisdictions where we operate, and continuing to monitor our operations in an effort to ensure we follow government requirements, relevant regulations, industry standards, and best practices to help safeguard our team members, while safely continuing operations at our sites across the globe.

We believe these actions are appropriate and prudent to safeguard our team members, contractors, suppliers, customers, and communities, while allowing us to safely continue operations, but we cannot predict how the steps we, our team members, government entities, suppliers, or customers take in response to the COVID-19 outbreak will ultimately impact our business, outlook, or results of operations.


35 | 2020 10-K



Results of Operations


Consolidated Results

For the year ended202020192018
Revenue$21,435 100 %$23,406 100 %$30,391 100 %
Cost of goods sold14,883 69 %12,704 54 %12,500 41 %
Gross margin6,552 31 %10,702 46 %17,891 59 %
Research and development2,600 12 %2,441 10 %2,141 %
Selling, general, and administrative881 %836 %813 %
Other operating (income) expense, net68 — %49 — %(57)— %
Operating income3,003 14 %7,376 32 %14,994 49 %
Interest income (expense), net(80)— %77 — %(222)(1)%
Other non-operating income (expense), net60 — %(405)(2)%(465)(2)%
Income tax (provision) benefit(280)(1)%(693)(3)%(168)(1)%
Equity in net income (loss) of equity method investees— %— %(1)— %
Net income attributable to noncontrolling interests(23)— %(45)— %(3)— %
Net income attributable to Micron$2,687 13 %$6,313 27 %$14,135 47 %
For the year ended 2017 2016 2015
Net sales $20,322
 100 % $12,399
 100 % $16,192
 100 %
Cost of goods sold 11,886
 58 % 9,894
 80 % 10,977
 68 %
Gross margin 8,436
 42 % 2,505
 20 % 5,215
 32 %
             
Selling, general, and administrative 743
 4 % 659
 5 % 719
 4 %
Research and development 1,824
 9 % 1,617
 13 % 1,540
 10 %
Restructure and asset impairments 18
  % 67
 1 % 3
  %
Other operating (income) expense, net (17)  % (6)  % (45)  %
Operating income 5,868
 29 % 168
 1 % 2,998
 19 %
    

        
Interest income (expense), net (560) (3)% (395) (3)% (336) (2)%
Other non-operating income (expense), net (112) (1)% (54)  % (53)  %
Income tax (provision) benefit (114) (1)% (19)  % (157) (1)%
Equity in net income (loss) of equity method investees 8
  % 25
  % 447
 3 %
Net income attributable to noncontrolling interests (1)  % (1)  % 
  %
Net income (loss) attributable to Micron $5,089
 25 % $(276) (2)% $2,899
 18 %


Net Sales
For the year ended 2017 2016 2015
CNBU $8,624
 42% $4,529
 37% $6,725
 42%
SBU 4,514
 22% 3,262
 26% 3,687
 23%
MBU 4,424
 22% 2,569
 21% 3,692
 23%
EBU 2,695
 13% 1,939
 16% 1,999
 12%
All Other 65
 % 100
 1% 89
 1%
  $20,322
 
 $12,399
 

 $16,192
 

Percentages of total net sales reflect rounding and may not total 100%.

Total net salesRevenue:Total revenue for 2017 increased 64%2020 decreased 8% as compared to 20162019 primarily due to strong conditions across our primary markets, particularlya decline in DRAM sales partially offset by an increase in NAND sales. Sales of DRAM products for enterprise, mobile, client, and SSD storage. The strong2020 decreased 14% as compared to 2019 as average selling prices declined in the mid-30% range due to challenging market conditions, drove higherpartially offset by growth in bit shipments in the low-30% range driven by cloud server, enterprise server, and mobile markets. Sales of NAND products for 2020 increased 14% as compared to 2019 primarily due to increases in bit shipments in the mid-20% range driven by sales of SSDs to data center customers and sales of managed NAND products, partially offset by a high-single digit percent decline in 2017average selling prices.

The U.S. Bureau of Industry and Security (“BIS”) enacted broad trade restrictions with respect to Huawei (which represented approximately 10% of our revenue in the fourth quarter of 2020 and 12% in 2019) that took effect on September 15, 2020 and currently prevent us from shipping products to Huawei. We cannot predict the duration these restrictions will remain in place and whether the BIS will grant us licenses to ship products to Huawei. We may not be able to replace the lost revenue opportunities associated with such restrictions.

Total revenue for all


operating segments2019 decreased 23% as compared to 2018 primarily due to pricing declines resulting from the challenging memory market environment in 2019. Sales of DRAM products for 2019 decreased 28% as compared to 2018 primarily due to declines in average selling prices of approximately 30% resulting from supply and demand imbalances, customer inventory corrections, and CPU shortages. Sales of NAND products for 2019 decreased 12% as compared to 2018 primarily due to declines in average selling prices in the mid-40% range resulting from supply and demand imbalances, which were partially offset by significant increases in sales volumes. In addition, demand for our NAND products was adversely affected by the transition from SATA SSDs to NVMe SSDs. The higher NAND sales volumes for both DRAM and Tradein 2019 were driven by increases in sales of high-value mobile managed NAND products as well as increases in average selling prices for DRAM products. Increases in sales volumes for 2017 as compared 2016 werediscrete NAND products enabled by higher manufacturing output dueour execution in ramping 64- and 96-layer TLC 3D NAND.

Overall Gross Margin:Our overall gross margin percentage decreased to improvements in product and process technology and solid execution.

Total net sales31% for 2016 decreased 23% as compared to 20152020 from 46% for 2019, primarily due to lower CNBU, MBU, and SBU sales as declines in average selling prices, outpaced increases in sales volumes. The increases in sales volumes for 2016 were primarily attributable to higher manufacturing output due to improvements in product and process technology partially offset by the effect of decreases in non-cash depreciation expense from the revision in estimated useful lives of equipment in our NAND wafer fabrication facilities described below, cost reductions resulting from technology node transitions.strong execution in delivering products featuring advanced technologies, and continuous improvement initiatives to reduce production costs. Our gross margins included the impact of underutilization costs at MTU of $557 million for 2020, $384 million for 2019, and $262 million for 2018. We expect underutilization costs at MTU to gradually decline through 2021 as we redeploy equipment and continue to right-size our capacity.

mu-20200903_g5.jpg36


Gross Margin


Our overall gross margin percentage increaseddecreased to 42%46% for 20172019 from 20%59% for 2016 reflecting increases in the gross margin percentages for all operating segments, primarily due to strong markets that drove favorable pricing conditions and to manufacturing cost reductions from improvements in product and process technology and solid execution.

Our overall gross margin percentage declined to 20% for 2016 from 32% for 20152018 primarily due to declines in the gross margin percentages for CNBU, MBU, and SBU, as decreases in average selling prices outpaced manufacturing cost reductions. EBU's gross margin percentage for 2016 was relatively unchanged from 2015 as manufacturingpartially offset by cost reductions offset declinesresulting from strong execution in average selling prices.delivering products featuring advanced technologies and from continuous improvement initiatives to reduce production costs.


We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarterBased on our assessment of 2016, we identified factors such as the lengthening period of time between DRAM productplanned technology node transitions, an increasedcapital spending, and re-use rate of equipment, and industry trends. As a result,rates, we revised the estimated useful lives of the existing equipment in our DRAMNAND wafer fabrication facilities and our research and development facilities from five years to seven years inas of the fourthbeginning of the first quarter of 2016.2020. The revision in estimated useful lives reduced NAND manufacturing depreciation expense by approximately $565 million in 2020, of which approximately $165 million remained capitalized in inventory as of the end of 2020. Adjusting for the effect of the reduced amount of depreciation expense remaining in inventory, the revision was not material for 2016 and reduced depreciation costsin estimated useful lives benefited cost of goods sold by approximately $100$400 million per quarter in 2017.for 2020.


From January 2013 through December 2015, we purchased all of Inotera's DRAM output under supply agreements at prices reflecting discounts from market prices for our comparable components. After December 2015 through December 6, 2016, the date we acquired the remaining interest in Inotera, the price for DRAM products purchased by us from Inotera was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million, $1.43 billion, and $2.37 billion of DRAM products from Inotera in 2017, 2016, and 2015, respectively, which represented 9% of our aggregate DRAM gigabit production for 2017, 30% for 2016, and 35% for 2015. In accounting for the Inotera Acquisition, Inotera's work in process inventories were recorded at fair value, based on their estimated future selling prices, estimated costs to complete, and other factors, and was approximately $107 million higher than the cost of work in process inventory recorded by Inotera prior to the acquisition. The acquired inventory was sold in 2017.

Operating ResultsRevenue by Business SegmentsUnit


CNBU
For the year ended 2017 2016 2015
Net sales $8,624
 $4,529
 $6,725
Operating income (loss) 3,755
 (25) 1,549

CNBU sales for 2017 increased 90% as compared to 2016 due to increases in average selling prices for our products sold in the client market, growth in the cloud market driven by significant increases in DRAM content per server, and increases in sales of our GDDR5 and GDDR5X products into the graphics market driven by strong demand from the gaming industry. Growth in CNBU markets drove increases for 2017 in average selling prices and sales volumes as compared to 2016. CNBU operating margin for 2017 improved from 2016 primarily due to improved pricing from strong market conditions, manufacturing cost reductions, and product mix. See "Operating Results by Product – DRAM" for further detail.

CNBU sales for 2016 decreased 33% as compared to 2015 primarily due to declines in average selling prices as a result of weakness in the PC sector, partially offset by increases in sales volumes. CNBU operating margin for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.



SBU
For the year ended 2017 2016 2015
Net sales $4,514
 $3,262
 $3,687
Operating income (loss) 552
 (123) (39)

SBU sales of Trade NAND products for 2017 increased 41% as compared to 2016 primarily due to increases in sales volumes from strong demand, particularly for component NAND and client and cloud SSD storage products, partially offset by declines in average selling prices. SBU sales of SSD storage products increased by 137% for 2017 as compared to 2016 primarily as a result of the launch of new SSD products incorporating our 3D TLC NAND technology. SBU sales included Non-Trade sales of $553 million, $501 million, and $463 million, for 2017, 2016, and 2015, respectively. SBU operating margin for 2017 improved from 2016 primarily due to manufacturing cost reductions, partially offset by declines in average selling prices. See "Operating Results by Product – Trade NAND" for further details.

SBU sales of Trade NAND products for 2016 decreased 16% from 2015 primarily due to declines in average selling prices partially offset by increases in sales volumes. SBU operating margin for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.

MBU
For the year ended 2017 2016 2015
Net sales $4,424
 $2,569
 $3,692
Operating income 927
 97
 1,166

MBU sales are comprised primarily of DRAM and NAND, with mobile DRAM products accounting for a significant majority of the sales. MBU sales for 2017 increased 72% as compared to 2016 primarily due to significant increases in sales
volumes, driven by customer qualifications for LPDRAM and managed NAND products, combined with higher memory content in smartphones and growth in sales of eMCP products. Sales growth in 2017 was partially offset by declines in average selling prices for Trade NAND products. MBU operating income for 2017 improved from 2016 primarily due to manufacturing cost reductions and higher sales volumes, partially offset by higher R&D costs and declines in average selling prices for Trade NAND products.

MBU sales for 2016 decreased 30% as compared to 2015 primarily due to declines in average selling prices and DRAM sales volumes. MBU operating income for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.

EBU
For the year ended 2017 2016 2015
Net sales $2,695
 $1,939
 $1,999
Operating income 975
 473
 459

EBU sales are comprised of DRAM, NAND, and NOR Flash in decreasing order of revenue. EBU sales for 2017 increased 39% as compared to 2016 primarily due to strong demand and higher sales volumes for DRAM and eMCP in consumer markets and DRAM and eMMC products in the automotive markets. EBU operating income for 2017 increased as compared to 2016 as a result of manufacturing cost reductions, which outpaced declines in average selling prices, and increases in sales volumes.

EBU sales for 2016 decreased 3% as compared to 2015 primarily due to declines in average selling prices for DRAM and NAND products, which were partially offset by higher sales volumes as a result of increases in demand. EBU operating income for 2016 was relatively unchanged from 2015 as manufacturing cost reductions offset declines in average selling prices.



Operating Results by Product

Net Sales by Product
For the year ended 2017 2016 2015
DRAM $12,963
 64% $7,207
 58% $10,339
 64%
Trade NAND 6,228
 31% 4,138
 33% 4,811
 30%
Non-Trade 553
 3% 501
 4% 463
 3%
Other 578
 3% 553
 4% 579
 4%
  $20,322
   $12,399
   $16,192
  
For the year ended202020192018
CNBU$9,184 43 %$9,968 43 %$15,252 50 %
MBU5,702 27 %6,403 27 %6,579 22 %
SBU3,765 18 %3,826 16 %5,022 17 %
EBU2,759 13 %3,137 13 %3,479 11 %
All Other25 — %72 — %59 — %
 $21,435 $23,406 $30,391 
Percentages of total net sales reflect rounding andrevenue may not total 100%. due to rounding.


Non-TradeChanges in revenue for each business unit for 2020 as compared to 2019 were as follows:

CNBU revenue decreased 8% primarily consistsdue to DRAM price declines driven by imbalances in supply and demand, partially offset by bit sales growth across key markets, particularly in cloud server and graphics markets. In addition, in the second quarter of NAND2020, we determined that the 3D XPoint technology and product roadmap are more closely aligned with our CNBU strategy than our SBU strategy and 3D XPoint became an integral part of CNBU. Accordingly, we began to report all 3D XPoint activities within CNBU from that date.
MBU revenue decreased 11% primarily due to price declines, partially offset by bit sales growth for high-value mobile MCP products.
SBU revenue decreased 2% primarily due to the decline in 3D XPoint revenue in SBU after the first quarter of 2020 as noted above and NAND selling price declines, partially offset by bit sales growth for SSDs. SBU revenue included products manufactured and sold to Intel through IMFT under a long-term supply agreement at prices approximating cost. Information regardingcost, which included 3D XPoint memory and NAND, aggregating $124 million, $682 million, and $541 million, for 2020, 2019, and 2018, respectively.
EBU revenue decreased 12% primarily due to price declines resulting from the impact of the global COVID-19 pandemic on automotive, industrial, and consumer segments partially offset by bit sales growth from transitions to an increasing mix of high-density DRAM and NAND products.

Changes in revenue for each business unit for 2019 as compared to 2018 were as follows:

CNBU revenue decreased 35% due to challenging market conditions in 2019, which led to price declines.
MBU revenue decreased 3% primarily due to price declines offset by strong execution in developing and qualifying mobile managed NAND products that combine bothand continued content growth in smartphones, which combined to drive a significant increase in shipment volumes.
SBU revenue decreased 24% primarily due to price declines, partially offset by significant growth in shipment volumes as a result of strong execution in ramping 64-layer and 96-layer TLC NAND products.
EBU revenue decreased 10% primarily due to lower sales to consumer markets as a result of weak demand and pricing, partially offset by increases in sales to automotive and industrial markets.

37 | 2020 10-K



Operating Income (Loss) by Business Unit

For the year ended202020192018
CNBU$2,010 22 %$4,645 47 %$9,773 64 %
MBU1,074 19 %2,606 41 %3,033 46 %
SBU36 %(386)(10)%964 19 %
EBU301 11 %923 29 %1,473 42 %
All Other(2)(8)%13 18 %— — %
 $3,419 $7,801 $15,243 
Percentages reflect operating income (loss) as a percentage of revenue for each business unit.

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

CNBU operating income decreased primarily due to declines in DRAM components is reported within Trade NAND. Other includespricing and MTU underutilization costs in 2020 related to 3D XPoint.
MBU operating income decreased primarily due to declines in low-power DRAM and NAND pricing, partially offset by increases in sales of NORhigh-value MCP products and trademanufacturing cost reductions.
SBU operating margin improved primarily due to lower 3D XPoint products.

DRAM
For the year ended 2017 2016
     
  (percentage change from prior year)
Net sales 80 % (30)%
Average selling prices per gigabit 19 % (35)%
Gigabits sold 52 % 7 %
Cost per gigabit (21)% (17)%

Strong conditions in 2017 for enterprise, client, mobile, graphics, and networking markets as well as key customer qualifications droveunderutilization costs, manufacturing cost reductions, increases in sales volumes, and pricesimproved product mix, partially offset by declines in selling prices.
EBU operating income decreased as a result of declines in pricing, partially offset by increases in sales volumes to the automotive and industrial markets.

Changes in operating income or loss for each business unit for 2019 as compared to 2016. The2018 were as follows:

CNBU operating income decreased primarily due to declines in pricing and higher R&D costs, partially offset by manufacturing cost reductions.
MBU operating income decreased primarily due to declines in pricing partially offset by increases in sales of high-value managed NAND products and manufacturing cost reductions.
SBU operating margin declined primarily due to declines in pricing, which were partially offset by manufacturing cost reductions and increases in sales volumes. SBU operating results for 2019 and 2018 were adversely impacted by the underutilization costs at IMFT.
EBU operating income decreased as a result of declines in pricing and higher R&D costs partially offset by manufacturing cost reductions and increases in sales volumes.

Operating Expenses and Other

Research and Development:R&D expenses vary primarily with the number of development and pre-qualification wafers processed, amounts reimbursed under R&D cost-sharing agreements, 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 2017performance and 2016reliability. R&D expenses can vary significantly depending on the timing of product qualification.

R&D expenses for 2020 were 7% higher as compared to prior years were primarily due to improvements in product and process technology. For 2017 compared to 2016, lower depreciation due to the change made in the fourth quarter of 2016 in estimated useful lives for equipment at our DRAM wafer fabrication facilities contributed to cost reductions.

Our gross margin percentage on sales of DRAM products for 2017 improved from 2016 primarily due to manufacturing cost reductions, increases in average selling prices, and shifts in product mix, while our gross margin percentage for 2016 declined as compared to 2015 as decreases in average selling prices outpaced manufacturing cost reductions.

Trade NAND
For the year ended 2017 2016
     
  (percentage change from prior year)
Net sales 50 % (14)%
Average selling prices per gigabit (9)% (20)%
Gigabits sold 65 % 8 %
Cost per gigabit (26)% (16)%

Strong conditions in 2017 for SSD, mobile, and client storage markets drove increases in net sales as compared to 2016, particularly for SSD and mobile products. Our ability to meet this demand was due in part to increases in production, primarily from the ramp of capacity and improvements in product and process technology, including our transition to 3D NAND products. The increase in sales volumes of Trade NAND for 2016 as compared to 2015 was2019 primarily due to increases in demandvolumes of development and pre-qualification wafers, a reduction of R&D reimbursements from our partners, increases in employee compensation, and increases in productionsubcontractor expense, partially offset by lower depreciation expense from the revision of the estimated useful lives of equipment. R&D expenses were reduced by $110 million in 2020 due to improvementsthe revision of the estimated useful lives of equipment. R&D expenses for 2019 were 14% higher as compared to 2018 primarily due to decreases in reimbursements from our R&D cost-sharing arrangements, increases in depreciation expense as a result of increases in capital spending, and increases in employee compensation.

mu-20200903_g5.jpg38



We shared the cost of certain product and process technology. Increases in production for 2016 were constrained in connectiondevelopment activities with transitioningdevelopment partners, including agreements to jointly develop NAND and 3D XPoint technologies with Intel. We substantially completed our cost-sharing agreements with Intel to develop 3D NAND products.and 3D XPoint technology in 2019 and 2020, respectively. Our R&D expenses were reduced by $60 million for 2019 and $201 million for 2018 from reimbursements under these arrangements. Reimbursements were not significant in 2020.


Our gross margin percentage on sales of Trade NAND for 2017 improved from 2016 as manufacturing cost reductions outpaced declines in average selling prices, while our gross margin percentage for 2016 declined from 2015 as decreases in average selling prices outpaced manufacturing cost reductions.



Operating Expenses and Other

Selling, General, and Administrative

:SG&A expenses for 20172020 were 13%5% higher than 2016 primarilyas compared to 2019 due to increases in performance-based pay, transactionemployee compensation and legal costs, related to the Inotera Acquisition, and stock-based compensation, partially offset by a reduction in other payroll costs.consulting fees. SG&A expenses for 20162019 were 8% lower than 2015 due3% higher as compared to decreases in performance-based pay and travel costs and to an additional week in 2015.

Research and Development

R&D expenses for 2017 were 13% higher than 20162018 primarily due to higher volumes of product being processed that had not been qualified and increases in performance-based pay,legal costs and consulting fees, partially offset by lower subcontracted engineeringa reduction in employee compensation and other professional services costs. R&D expenses for 2016 were 5% higher than 2015sales commissions.

Income Taxes:Our income tax (provision) benefit consisted of the following:
For the year ended202020192018
Income tax (provision) benefit, excluding items below$(117)$(530)$(274)
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and MTTW(163)(173)(68)
Repatriation Tax, net of adjustments related to uncertain tax positions— 10 (1,030)
Release of the valuation allowance on net deferred tax assets of our U.S. operations— — 1,337 
Remeasurement of deferred tax assets and liabilities reflecting lower U.S. corporate tax rates— — (133)
$(280)$(693)$(168)
Effective tax rate9.4 %9.8 %1.2 %

Our income tax provision decreased in 2020 as compared to 2019 primarily due to higher volumes of product being processed that had not been qualified, higher payroll costs, an increase in depreciation expense from R&D capital expenditures, partially offset by an additional week in 2015.

We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory at IMFT and our other facilities. Our R&D expenses reflect net reductions as a result of reimbursements underreductions in our cost-sharing arrangements with Intelprofit before tax. Our effective tax rate increased in 2019 as compared to 2018 primarily as a result of $213 million, $205 million,the Foreign Minimum Tax. In December 2017, the United States enacted the Tax Cuts and $224 millionJobs Act (the “Tax Act”), which imposed a one-time transition tax in 2017, 2016,2018 (the “Repatriation Tax”) and, 2015, respectively.

See further discussion of our R&Dbeginning in "Part I – Item 1. – Business – Research and Development."

Income Taxes

Our income taxes reflect operations2019, created a new minimum tax on certain foreign earnings (the “Foreign Minimum Tax”). We recognize the Foreign Minimum Tax in tax jurisdictions, including Singapore and Taiwan, where our earnings are indefinitely reinvested andthe period the tax rates are significantly lower than the U.S. statutory rate; operationsis incurred.

We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements that further decrease our effective tax rates;arrangements. These incentives expire, in whole or in part, at various dates through 2034 and a valuation allowance against substantially all of our net deferred tax assets in the United States. Income tax (provision) benefit consisted of the following:
For the year ended 2017 2016 2015
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and Inotera $54
 $(114) $(80)
U.S. valuation allowance release resulting from business acquisition 
 41
 
Other income tax (provision) benefit, primarily other non-U.S. operations (168) 54
 (77)
  $(114) $(19) $(157)
       
Effective tax rate 2.2% (6.8)% 6.0%

Income taxes for 2017 and 2016 included tax benefits of $28 million and $58 million, respectively, related to the favorable resolution of certain tax matters, which were previously reserved as uncertain tax positions.

We have a full valuation allowance for our net deferred tax asset associated with our U.S. operations. Management continues to evaluate future projected financial performance to determine whether such performance is sufficient evidence to support a reduction in or reversal of the valuation allowance. The amount of the deferred tax asset considered realizable could be adjusted if sufficient positive evidence exists.

We operate in a number of locations outside the Unites States, including Singapore, where we have tax incentive arrangements that are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements which expire in whole or in part at various dates through 2030, reduced our tax provision by $742$215 million (benefiting our diluted earnings per share by $0.64)$0.19) for 2017, were not material in 2016, and2020, by $338$756 million ($0.290.66 per diluted share) for 2015.2019, and by $1.96 billion ($1.59 per diluted share) for 2018.


(See "Item“Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Income Taxes.")




Equity in Net Income (Loss) of Equity Method Investees

We recognize our share of earnings or losses from equity method investments generally on a two-month lag. Equity in net income (loss) of equity method investees, net of tax, included the following:
For the year ended 2017 2016 2015
Inotera $9
 $32
 $445
Tera Probe (3) (11) 1
Other 2
 4
 1
  $8
 $25
 $447

On December 6, 2016, we ceased accountingOther: Interest expense for Inotera as an equity method investment due to our acquisition of the remaining interest in Inotera. Our equity in net income (loss) of Inotera declined for 20162020 increased 52% as compared to 20152019 primarily due to an increase in the effect to Inotera, under our supply agreements with them,average level of declinesoutstanding debt obligations in average selling prices and Inotera's cost of technology node transitions. Included in our earnings for 2015 was $49 million from our equity share of Inotera's full release of its valuation allowance against net deferred tax assets related to its net operating loss carryforward.

In 2017, we ceased recognizing our share of Tera Probe's earnings due to our sale of our equity interest in Tera Probe. We recorded impairment charges of $16 million, $25 million, and $10 million in 2017, 2016, and 2015, respectively, within equity in net income (loss) of equity method investees to write down the carrying value of our investment in Tera Probe to its then fair value in each of those periods based on its trading price.

Other

Net interest expense increased 42% for 20172020 as compared to 20162019 and to a reduction in the amount of interest expense capitalized in 2020 as compared to 2019 resulting from lower levels of capital projects in process. Interest income for 2020 decreased 44% as compared to 2019 as a result of decreases in interest rates, partially offset by higher average levels of cash and investment balances.

Interest expense for 2019 decreased 63% as compared to 2018 primarily due to prepayments, repurchases, and conversions of debt and to an increase in the amount of interest expense capitalized from higher levels of capital spending, partially offset by increases in debt obligations. Interest income for 2019 increased 71% as compared to 2018 primarily due to increases in debt obligations, including our borrowings of 80 billion New Taiwan dollars at an effective interest rate of 3.02% on December 6, 2016 in connection with our acquisition of Inotera and $1.25 billion at an effective interest rate of 7.69% in April 2016 under the 2023 Secured Notes. Net interest expense increased 18% for 2016 as compared to 2015 primarily due to increases in debt obligations.rates.


39 | 2020 10-K



Further discussion of other operating and non-operating income and expenses can be found in the following notes contained in "Item“Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements"Statements”:


Equity Plans
RestructureResearch and Asset ImpairmentsDevelopment
Other Operating Income (Expense), Net
Other Non-Operating Income (Expense), Net




Liquidity and Capital Resources


Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. We are continuously evaluating alternatives for efficiently funding our capital expenditures and ongoing operations. We expect, from time to time, in the future, to engage in a variety of financing transactions for such purposes, including the issuance of securities. We have a revolving credit facility that expires in FebruaryAs of September 3, 2020, and provides for additional borrowings of up$2.50 billion was available to $750 million based on eligible receivables.draw under our Revolving Credit Facility. 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 maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate thatcapital expenditures in 20182021 for property, plant, and equipment, net of partner contributions, to be in the range of $7.5approximately $9 billion, plus or minus 5 percent, focused on technology transitions and product enablement. The actualenablement, and expect the timing of our capital expenditures to be more heavily weighted toward the first half of 2021. Actual amounts for 20182021 will vary depending on market conditions. As of August 31, 2017,September 3, 2020, we had commitmentspurchase obligations of approximately $1.1$2.95 billion for the acquisition of property, plant, and equipment, substantially all of which approximately $2.76 billion 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 through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to a Rule 10b5-1 trading plan. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash. Through September 3, 2020, we had repurchased an aggregate of $2.84 billion of the authorized amount. See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity.”

Cash and marketable investments totaled $6.05$9.19 billion as of September 3, 2020 and $4.81$9.12 billion as of August 31, 2017 and September 1, 2016, respectively.29, 2019. Our investments consist primarily of bank deposits, money market funds, and liquid investment-grade, fixed-income securities, which are diversified among industries


and individual issuers. As of August 31, 2017, $2.82 billion of our cash and marketable investments was held by our foreign subsidiaries. To mitigate credit risk, we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit exposure by restricting the amount of investments with any single obligor. As of September 3, 2020, $3.30 billion of our cash and marketable investments was held by our foreign subsidiaries.


In October 2017, subsequentCash Flows:
For the year ended202020192018
Net cash provided by operating activities$8,306 $13,189 $17,400 
Net cash provided by (used for) investing activities(7,589)(10,085)(8,216)
Net cash provided by (used for) financing activities(317)(2,438)(7,776)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash11 26 (37)
Net increase in cash, cash equivalents, and restricted cash$411 $692 $1,371 

Operating Activities: Cash provided by operating activities reflects net income adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, and stock-based compensation, and the effects of changes in operating assets and liabilities. The decrease in cash provided by operating activities for 2020 and 2019 was primarily due to lower net income compared with the endprior period and changes in working capital.
mu-20200903_g5.jpg40




Investing Activities: For 2020, net cash used for investing activities consisted primarily of 2017, we issued$7.91 billion of expenditures for property, plant, and equipment (net of partner contributions), partially offset by $415 million of net inflows from sales, maturities, and purchases of available-for-sale securities.

For 2019, net cash used for investing activities consisted primarily of $9.03 billion of expenditures for property, plant, and equipment (net of partner contributions) and $1.17 billion of net outflows from sales, maturities, and purchases of available-for-sale securities.

For 2018, net cash used for investing activities consisted primarily of $7.99 billion of expenditures for property, plant, and equipment (net of partner contributions), partially offset by $164 million of net inflows from sales, maturities, and purchases of available-for-sale securities.

Financing Activities: For 2020, net cash used for financing activities consisted primarily of $4.37 billion of cash payments to reduce our debt, including $2.50 billion to pay down borrowings under our Revolving Credit Facility, $621 million for IMFT Member Debt repayments, $534 million to prepay our 2025 Notes, $266 million to settle conversions of notes, and $248 million for scheduled repayment of finance leases; $744 million for the acquisition of Intel’s noncontrolling interest in IMFT; and $176 million for the acquisition of 3.6 million shares of our common stock under our $10 billion share repurchase authorization. Cash used for financing activities was partially offset by proceeds of $2.50 billion from our Revolving Credit Facility, $1.25 billion from the 2023 Notes, and $1.25 billion from the 2024 Term Loan A.

For 2019, net cash used for financing activities consisted primarily of $2.66 billion for the acquisition of 67 million shares of treasury stock under our $10 billion share repurchase authorization and cash payments to reduce our debt, including $1.65 billion to settle conversions of notes, $728 million to prepay the 2022 Term Loan B, $316 million for IMFT Member Debt repayments, and $643 million for scheduled repayment of other notes and capital leases. Cash used for financing activities was partially offset by net proceeds of $3.53 billion from the aggregate issuance of the 2024 Notes, 2026 Notes, 2027 Notes, 2029 Notes, and 2030 Notes.

For 2018, net cash used for financing activities consisted primarily of cash payments to reduce our debt, including $9.42 billion to prepay or repurchase debt and settle conversions of notes and $774 million for scheduled repayment of other notes and capital leases. Cash used for financing activities was partially offset by net proceeds of $1.36 billion from the issuance of 34 million shares of our common stock for $41.00 per share in a public offering for net proceeds of $1.36and $1.01 billion net of underwriting fees and other offering costs. On October 12, 2017, we issued a notice to redeem $438 million of principal amount of our 2023 Secured Notes on November 13, 2017 for $470 million in cash, excluding accrued and unpaid interest. The amount redeemed represents 35% of the original principal amount of the 2023 Secured Notes issued and will be settled with proceeds from our common stock issuance in October 2017. On October 17, 2017, we issued a notice to redeem the remaining $812 million of principal amount of our 2023 Secured Notes on November 16, 2017 for approximately $885 million, excluding accrued and unpaid interest. Additionally, on October 17, 2017, we issued a notice to redeem all of our 2023 Notes on November 16, 2017 for approximately $1.05 billion in cash, excluding accrued and unpaid interest. In connection with these redemptions, we expect to recognize non-operating losses of approximately $170 million in the first quarter of 2018.

Acquisition of Inotera

Through December 6, 2016, we held a 33% ownership interest in Inotera, Nanya and certain of its affiliates held a 32% ownership interest, and the remaining ownership interest was publicly held. On December 6, 2016, we acquired the 67% interest in Inotera for an aggregate of $4.1 billion in cash. The cash paid for the Inotera Acquisition was funded with 80 billion New Taiwan dollars of proceeds from the 2021 MSTW Term Loan (see "Acquisition Financing" below), $986 million of proceeds from the sale of 58 million shares of our common stock, and cash on hand.IMFT Member Debt.


Acquisition Financing

2021 MSTW Term Loan: On December 6, 2016, we drew 80 billion New Taiwan dollars under a collateralized, five-year term loan that bears interest at a variable per annum rate equal to the three-month or six-month TAIBOR, at our option, plus a margin of 2.05%. Principal under the 2021 MSTW Term Loan is payable in six equal semi-annual installments, commencing in June 2019, through December 2021. The 2021 MSTW Term Loan contains financial covenants, which if not maintained, could in certain cases constitute an event of default and result in all obligations owed under the 2021 MSTW Term Loan being accelerated to be immediately due and payable. The 2021 MSTW Term Loan also contains customary events of default. The 2021 MSTW Term Loan is collateralized by certain assets and is guaranteed by Micron. To hedge our currency exposure of this borrowing, we are party to a series of currency forward contracts to purchase New Taiwan dollars under a rolling hedge strategy. As of August 31, 2017, the forward contracts expire at various dates through March 2018. (See "ItemSee “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.")


Limitations on the UsePotential Settlement Obligations of Cash and Investments

MMJ GroupConvertible Notes:Cash and marketable investments included an aggregate of $580 million held by MMJ as of August 31, 2017. As a result of the corporate reorganization proceedings of the MMJ Companies initiated in March 2012, and for so long as such proceedings are continuing, MMJ is prohibited from paying dividends to us. In addition, pursuant to an order of the Japan Court, MMJ cannot make loans or advances, other than certain ordinary course advances, to us without the consent of the Japan Court and may, under certain circumstances, be subject to the approval of the legal trustee. As a result, the assets of MMJ are not available for use by us in our other operations. Furthermore, certain uses of the assets of MMJ, including investments in certain capital expenditures and in MMT, may require consent of MMJ's trustees and/or the Japan Court.

MSTW and MTTW: Cash and marketable investments included an aggregate of $56 million held by MSTW and MTTW as of August 31, 2017. The 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and MTTW to pay dividends. As a result, the assets of MSTW and MTTW are not available for use by us in our other operations.

IMFT: Cash and marketable investments included $87 million held by IMFT as of August 31, 2017. Our ability to access 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 August 31, 2017, $1.29 billion of cash and marketable investments, including substantially all of the amounts held by MMJ, MSTW, and MTTW, was held by foreign subsidiaries whose earnings were considered to be indefinitely reinvested and repatriation of these funds to the United States would be subject to U.S. federal income taxes. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.


Cash Flows

For the year ended 2017 2016 2015
Net cash provided by operating activities $8,153
 $3,168
 $5,208
Net cash provided by (used for) investing activities (7,537) (3,044) (6,216)
Net cash provided by (used for) financing activities 349
 1,745
 (718)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash (12) 19
 (133)
Net increase (decrease) in cash, cash equivalents, and restricted cash $953
 $1,888
 $(1,859)

Operating Activities:For 2017, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capital adjustments, which included $1.65 billion of cash used for increases in receivables, $361 million of payments attributed to intercompany balances in connection with the Inotera Acquisition, and $564 million of cash provided from increases in accounts payable and accrued expenses.

For 2016, cash provided by operating activities was due primarily to cash generated by our operations and the effect of working capital adjustments, which included $465 million of cash provided from decreases in receivables due to a lower level of net sales, offset by $549 million of cash used for net increases in inventories.

For 2015, cash provided by operating activities was due primarily to cash generated by operations and the effect of working capital adjustments, which included $393 of cash provided from decreases in receivables due to a lower level of net sales, offset by $691 million of cash used for reductions in accounts payable and accrued expenses.

Investing Activities: For 2017, net cash used for investing activities consisted primarily of $4.73 billion of expenditures for property, plant, and equipment (which excludes offsets of amounts funded by our partners), $2.63 billion of net cash paid for the Inotera Acquisition (net of $361 million of payments attributed to intercompany balances with Inotera included in operating activities), and $269 million of net outflows from sales, maturities, and purchases of available-for-sale securities.

For 2016, net cash used for investing activities consisted primarily of $5.82 billion of expenditures for property, plant, and equipment (which excludes offsets of amounts funded by our partners) and $148 million for the acquisition of Tidal Systems, Ltd., partially offset by $2.66 billion of net inflows from sales, maturities, and purchases of available-for-sale securities.

For 2015, net cash used for investing activities consisted primarily of $4.02 billion of expenditures for property, plant, and equipment (which excludes offsets of amounts funded by our partners) and $2.14 billion of net outflows for purchases, sales, and maturities of available-for-sale securities.

Financing Activities: For 2017, net cash provided by financing activities consisted primarily of $2.48 billion of net proceeds from the 2021 MSTW Term Loan, and $795 million of net proceeds from the 2021 MSAC Term Loan, partially offset by repurchases of $952 million in aggregate principal of our 2025 Notes and 2026 Notes for an aggregate of $1.00 billion in cash, redemption of $600 million principal amount of our 2022 Notes for $626 million in cash, repayments of $381 million of capital lease obligations, repayments of $550 million of other debt and convertible notes, and payments of $519 million on equipment purchase contracts.

For 2016, net cash provided by financing activities consisted primarily of $1.24 billion of proceeds (net of $13 million of issuance costs) from the 2023 Secured Notes, $734 million (net of $8 million of issuance costs and $8 million of original issue discount) from the 2022 Term Loan B, and $765 million from equipment sale-leaseback financing transactions, partially offset by repurchases of $870 million of repayments of debt and $125 million for the open-market repurchases of 7 million shares of our common stock.

For 2015, net cash used for financing activities consisted primarily of $2.33 billion for repayments of debt (including $932 million for the amount in excess of principal of our convertible notes), $831 million for the open-market repurchases of 42 million shares of our common stock, and $95 million of payments on equipment purchase contracts, partially offset by $1.98 billion in aggregate proceeds (net of $21 million of issuance costs) from our 5.25% senior notes due 2023 Notes, 2024 Notes, and 2026 Notes, $291 million of proceeds of sale-leaseback transactions, $125 million of proceeds from draws on our revolving credit facilities, and $87 million of net proceeds from term loans.

See "Item“Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."Debt – 2032D Convertible Senior Notes.”



Potential Settlement Obligations of Convertible Notes

Since the closing price of our common stock for at least 20 trading days in the 30 trading day period ended on September 30, 2017 exceeded 130% of the conversion price per share of our 2032 Notes and 2033 Notes, holders may convert these notes through the calendar quarter ended December 31, 2017. The following table summarizes the potential settlements that we could be required to make for the calendar quarter ending December 31, 2017 if all holders converted their 2032 Notes and 2033 Notes. The amounts in the table below are based on our closing share price of $31.97 as of August 31, 2017.
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  Settlement Option for   If Settled With Minimum Cash Required Per the Terms If Settled Entirely With Cash
  Principal Amount Amount in Excess of Principal Underlying Shares Cash Remainder in Shares 
2032C Notes Cash and/or shares Cash and/or shares 23
 $
 23
 $742
2032D Notes Cash and/or shares Cash and/or shares 18
 
 18
 567
2033E Notes(1)
 Cash Cash and/or shares 16
 204
 9
 425
2033F Notes Cash Cash and/or shares 27
 297
 18
 869
    
 84
 $501
 68
 $2,603
(1)
In August 2017, holders of our 2033E Notes with an aggregate principal amount of $58 million converted their notes, which were settled in the first quarter of 2018. For converted notes with an aggregate principal amount of $16 million, we elected to settle the conversion obligation in excess of the principal amount in cash. We elected to settle the remaining notes with an aggregate principal amount of $42 million with a combination of cash for the principal amount and shares of our common stock for the remainder of the settlement amount. In the first quarter of 2018, we settled the conversions for $92 million in cash and 3 million shares of our treasury stock.

Contractual Obligations:
Payments Due by Period
As of September 3, 2020TotalLess than 1 year1-3 years3-5 yearsMore than 5 years
Notes payable(1)
$7,522 $417 $1,805 $1,972 $3,328 
Finance lease obligations(1)
589 90 160 91 248 
Operating lease obligations(2)
707 70 134 102 401 
Purchase obligations(3)
5,987 4,398 871 128 590 
Other long-term liabilities(4)
358 168 161 12 17 
Total$15,163 $5,143 $3,131 $2,305 $4,584 
  Payments Due by Period
As of August 31, 2017 Total Less than 1 year 1-3 years
 3-5 years
 More than 5 years
Notes payable(1)(2)
 $12,611
 $1,037
 $3,625
 $3,050
 $4,899
Capital lease obligations(2)
 1,351
 401
 563
 159
 228
Operating leases(3)
 154
 29
 51
 36
 38
Purchase obligations(4)
 2,219
 1,895
 293
 9
 22
Other long-term liabilities(5)
 860
 366
 447
 26
 21
Total $17,195
 $3,728
 $4,979
 $3,280
 $5,208
(1)Amounts include principal and interest.
(1)
Amounts include MMJ Creditor Payments, convertible notes, and other notes.
(2)
Amounts include principal and interest.
(3)
Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.
(4)
(2)Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.
(3)Purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity that meet any of the following criteria: (1) they are noncancelable, (2) we would incur a penalty if the agreement was canceled, or (3) we must make specified minimum payments even if we do not take delivery of the contracted products or services. If the obligation to purchase goods or services is noncancelable, the entire value of the contract was included in the above table. If the obligation is cancelable, but we would incur a penalty if canceled, only the dollar amount of the penalty was included as a purchase obligation. Contracted minimum amounts specified in any take-or-pay contracts were included in the above table as they represent the portion of each contract that is a firm commitment.
(5)
Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheet, including $366 million for the current portion of these long-term liabilities. We are unable to reliably estimate the timing of future certain payments related to uncertain tax positions and deferred tax liabilities; therefore, the amount has been excluded from the preceding table. However, other noncurrent liabilities recorded on our consolidated balance sheet included these uncertain tax positions and deferred tax liabilities.

The expected timing of payment amounts of the obligations discussed above is estimated based on current information. Timing and actual amounts paid may differ depending on redemptions, repurchase, or conversions of our debt, the timing of receipt of goods or services market prices, changesof either a fixed or minimum quantity that meet any of the following criteria: (1) they are noncancelable, (2) we would incur a penalty if the agreement was canceled, or (3) we must make specified minimum payments even if we do not take delivery of the contracted products or services. If the obligation to agreed-uponpurchase goods or services is noncancelable, the entire value of the contract was included in the above table. If the obligation is cancelable, but we would incur a penalty if canceled, only the dollar amount of the penalty was included as a purchase obligation. Contracted minimum amounts or timingspecified in any take-or-pay contracts were included in the above table as they represent the portion of certain eventseach contract that is a firm commitment. Purchase obligations also included $838 million for some obligations.


The contractualleases that have been executed but have not yet commenced. Such amounts will be reclassified as lease obligations in the table above includeat the time such assets become available for our use.
(4)Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheet, including $168 million for the current portionsportion of these long-term liabilities. We are unable to reliably estimate the timing of future certain payments related long-term obligations. Allto uncertain tax positions and deferred tax liabilities; therefore, the amount has been excluded from the preceding table. However, other currentnoncurrent liabilities are excluded.recorded on our consolidated balance sheet included these uncertain tax positions and deferred tax liabilities.




Off-Balance Sheet Arrangements

We entered into capped call transactions in connection with certain of our convertible notes and are intended to reduce the effect of potential dilution. The capped calls provide for our receipt of cash or shares, at our election, from our counterparties if the trading price of our stock is above strike prices on the expiration dates. As of August 31, 2017, the dollar value of cash or shares that we would receive from our outstanding capped calls upon their expiration dates range from $0, if the trading price of our stock is below strike prices for all of the capped calls at expiration, to $527 million, if the trading price of our stock is at or above the cap prices for all capped calls. Settlement of the capped calls prior to the expiration dates may be for an amount less than the maximum value at expiration. For further details of our capped call arrangements, see "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity – Micron Shareholders' Equity – Outstanding Capped Calls."


Critical Accounting Estimates


The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management'smanagement’s most difficult, subjective, or complex judgments.


Business acquisitions:Accounting for acquisitions requires us to estimate the fair value of consideration paid and the individual assets and liabilities acquired, which involves a number of judgments, assumptions, and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Accounting for acquisitions can also involve significant judgment to determine when control of the acquired entity is transferred. We typically obtain independent third partythird-party valuation studies to assist in determining fair values, including assistance in determining future cash flows, discount rates, and comparable market values. The itemsItems involving significant assumptions, estimates, and judgments include the following:


Debt, including discount rate and timing of payments;
Deferred tax assets, including projections of future taxable income and tax rates;
Fair value of consideration paid or transferred;
Intangible assets, including valuation methodology, estimations of future revenue and costs, profit allocation rates attributable to the acquired technology, and discount rates;
mu-20200903_g5.jpg42



Inventory, including estimated future selling prices, timing of product sales, and completion costs for work in process; and
Property, plant, and equipment, including determination of values in a continued-use model.


Consolidation: We have interests in entities that are VIEs.Variable Interest Entities (“VIEs”). Determining whether to consolidate a VIE requires judgment in assessing whether an entity is a VIE and if we are the entity'sentity’s primary beneficiary. If we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE'sVIE’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 an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.


Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a liability and charge operations for the estimated costs of adjudication or settlement of asserted and unasserted claims existing as


of the balance sheet date. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods.


Goodwill and intangible assets: We test goodwill for impairment in theour fourth quarter of our fiscaleach year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. For reporting units for which this assessment concludes that it is more likely than not that the fair value is more than its carrying value, goodwill is considered not impaired and we are not required to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events and factors affecting the fair value of the reporting unit. For reporting units for which this assessment concludes that it is more likely than not that the fair value is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting unit exceeds its fair value, then we would record an impairment loss up to the difference between the carrying value and implied fair value.


Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fair value of the reporting unit requires significant judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, forecasted manufacturing costs, and other expenses and are developed as part of our long-range planning process. The same estimates are used in business planning, forecasting, and capital budgeting as part of our long-term manufacturing capacity analysis. We test the reasonableness of the output of our long-range planning process by calculating an implied value per share and comparing that to current stock prices, analysts'analysts’ consensus pricing, and management'smanagement’s expectations. These estimates and assumptions are used to calculate projected future cash flows for the reporting unit, which are discounted using a risk-adjusted rate to estimate a fair value. The discount rate requires determination of appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.


We test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying value may not be recoverable by comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. We test intangible assets with indefinite lives annually for impairment using a fair value method such as discounted cash flows. Estimating fair values involves significant assumptions, including future sales prices, sales volumes, costs, and discount rates.


Income taxes:We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictions around the world. These estimates involve significant judgment and interpretations of regulations and are inherently complex. Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of any fiscalthe applicable year. We are also required to evaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which
43 | 2020 10-K



requires the assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability to generate future taxable income. In recent periods, our results of operations have benefittedbenefited from increases in the amount of deferred taxes we expect to realize, primarily from the levels of capital spending and increases in the amount of taxable income we expect to realize in Japan and Taiwan.the United States. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these and other jurisdictions. Such forecasts are inherently difficult and involve significant judgments including, among others, projecting future average selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and other factors that significantly impact our analyses of the amount of net deferred tax assets that are more likely than not to be realized.


Inventories: Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. Determining net realizable value of inventories involves significant judgments, including projecting future average selling prices and future sales volumes, and costs to complete products in work in process inventories.volumes. To project average selling prices and sales volumes, we review recent sales volumes, existing customer orders, current contract prices, industry analyses of supply and demand, seasonal factors, general economic trends, and other information. When these analyses reflect estimated net realizable values below our manufacturing costs, we record a charge to cost of goods sold in advance of when inventories are actually sold. Differences in forecasted average selling prices used in calculating lower of cost or net realizable value adjustments can result in significant changes in the estimated net realizable value of product inventories and accordingly the amount of write-down recorded. For example, a 5% variance in the estimated selling prices would have changed the estimated net realizable value of our inventory by approximately $439$525 million as of August 31, 2017.September 3, 2020. Due to the volatile nature of the semiconductor memory and storage markets, actual selling prices and


volumes often vary significantly from projected prices and volumes; as a result, the timing of when product costs are charged to operations can vary significantly.


U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizable values. The amount of any inventory write-down can vary significantly depending on the determination of inventory categories. InWe review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of average cost or net realizable value analysis and categorize all inventories are primarily categorized as memory (including DRAM, NAND, and other memory) based on the major characteristics of product type and markets. The major characteristics we consider in determining inventory categories are product type and markets.as a single group.


Property, plant, and equipment: We periodically assess the estimated useful lives of our property, plant, and equipment based on technology node transitions, capital spending, and equipment re-use rates. Based on our assessment of planned technology node transitions, capital spending, and re-use rates, we revised the estimated useful lives of the existing equipment in our NAND wafer fabrication facilities and our research and development (“R&D”) facilities from five years to seven years as of the beginning of the first quarter of 2020. See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Property, Plant, and Equipment.”

We also review the carrying value of property, plant, and equipment for impairment when events and circumstances indicate that the carrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected to result from its use and/or disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the estimated fair value of the assets. The estimate of future cash flows involves numerous assumptions which require significant judgment by us, including, but not limited to, future use of the assets for our operations versus sale or disposal of the assets, future selling prices for our products, and future production and sales volumes. In addition, significant judgment is required in determining the groups of assets for which impairment tests are separately performed.


We periodically assess the estimated useful lives of our property, plant, and equipment. We revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciation costs by approximately $100 million per quarter in 2017. (See "Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies.")

Research and development: Costs related to the conceptual formulation and design of products and processes are expensed as R&D as incurred. Determining when product development is complete requires significant judgment by us.judgment. We deem development of a product complete once the product has been thoroughly reviewed and tested for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.


Revenue recognition: 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. Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. We estimate a liability for returns using the expected value method
mu-20200903_g5.jpg44



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 use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue.

Stock-based compensation: Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense using the straight-line amortization method over the requisite service period. For performance-based stock awards, the expense recognized is dependent on our assessment of the likelihood of the performance measure being achieved. We utilize forecasts of future performance to assess these probabilities and this assessment requires significant judgment.


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




Recently Adopted Accounting Standards


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




Recently Issued Accounting Standards


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






ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Interest Rate Risk


We are exposed to interest rate risk related to our indebtedness and our investment portfolio. As of September 3, 2020 and August 31, 2017 and September 1, 2016,29, 2019, we had fixed-rate debt with fixed interest rates of $5.7$4.9 billion and $7.5$5.3 billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates. We estimate that, as of September 3, 2020 and August 31, 2017 and September 1, 2016,29, 2019, a decrease in market interest rates of 1% would increase the fair value of our fixed-rate debt by approximately $273 million and $420 million, respectively.nearly $300 million. As of August 31, 2017 and September 1, 2016,3, 2020, we had variable-rate debt with variable interest rates of $4.2$1.25 billion and, $1.0 billion, respectively. As of August 31, 2017 and September 1, 2016,therefore, a 1% increase in the interest rates of our variable-rate debt would result in an increase in annual interest expense of approximately $43 million and $10 million per year, respectively.

$13 million. As of August 31, 2017 and September 1, 2016,29, 2019, we held fixed-rate debt investment securities of $1.48 billion and $1.11 billion, respectively, which were subject to interesthad no variable rate risk. We estimate that a 0.5% increase in market interest rates would decrease the fair value of these instruments by approximately $2 million as of August 31, 2017 and $1 million as of September 1, 2016.debt.


Foreign Currency Exchange Rate Risk


The information in this section should be read in conjunction with the information related to changes in the currency exchange rates in "Part“Part I – Item 1A. Risk Factors." Changes in currency exchange rates could materially adversely affect our results of operations or financial condition.


The functional currency for all of our operations is the U.S. dollar. The substantial majority of our sales are transacted in the U.S. dollar; however, significant amounts of our debt, operating expenditures and capital purchases, and certain assets and liabilities, are incurred in or exposed to other currencies, primarily the euro, New Taiwan dollar, Singapore dollar, and yen. We have established currency risk management programs for our monetary assets and liabilities denominated in foreign currencies to hedge against fluctuations in the fair value and volatility of future cash flows caused by changes in currency exchange rates. We generally utilize currency forward contracts in these
45 | 2020 10-K



hedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements. We do not use derivative financial instruments for trading or speculative purposes.


Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $391$98 million as of September 3, 2020 and $149 million as of August 31, 2017 and $241 million as of September 1, 2016.29, 2019. We hedge our exposure to changes in currency exchange rates by utilizing a rolling hedge strategy for our primary currency exposures with currency forward contracts that generally mature within ninethree months. In addition, we have entered into foreign currency forward contracts that mature in December 2017 and December 2018 to hedge our currency exchange rate risk on certain debt. The effectiveness of our hedges is dependent, among other factors, upon our ability to accurately forecast our monetary assets and liabilities.measure exposures on a timely basis. To hedge the exposure of changes in cash flows from changes in currency exchange rates for certain capital expenditures and manufacturing costs, we may utilize currency forward contracts that generally mature within 12 months.two years. (See "Item“Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Derivative Instruments.")

mu-20200903_g5.jpg46




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Index to Consolidated Financial Statements

Micron Technology, Inc.
Page
Consolidated Financial Statements as of August 31, 2017 and September 1, 2016 and for the fiscal years ended August 31, 2017, September 1, 2016, and September 3, 2015
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm



MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)


For the year endedSeptember 3,
2020
August 29,
2019
August 30,
2018
Revenue$21,435 $23,406 $30,391 
Cost of goods sold14,883 12,704 12,500 
Gross margin6,552 10,702 17,891 
Research and development2,600 2,441 2,141 
Selling, general, and administrative881 836 813 
Other operating (income) expense, net68 49 (57)
Operating income3,003 7,376 14,994 
Interest income114 205 120 
Interest expense(194)(128)(342)
Other non-operating income (expense), net60 (405)(465)
2,983 7,048 14,307 
Income tax (provision) benefit(280)(693)(168)
Equity in net income (loss) of equity method investees(1)
Net income2,710 6,358 14,138 
Net income attributable to noncontrolling interests(23)(45)(3)
Net income attributable to Micron$2,687 $6,313 $14,135 
Earnings per share
Basic$2.42 $5.67 $12.27 
Diluted2.37 5.51 11.51 
Number of shares used in per share calculations
Basic1,110 1,114 1,152 
Diluted1,131 1,143 1,229 
For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Net sales $20,322
 $12,399
 $16,192
Cost of goods sold 11,886
 9,894
 10,977
Gross margin 8,436
 2,505
 5,215
       
Selling, general, and administrative 743
 659
 719
Research and development 1,824
 1,617
 1,540
Restructure and asset impairments 18
 67
 3
Other operating (income) expense, net (17) (6) (45)
Operating income 5,868
 168
 2,998
       
Interest income 41
 42
 35
Interest expense (601) (437) (371)
Other non-operating income (expense), net (112) (54) (53)
  5,196
 (281) 2,609
       
Income tax (provision) benefit (114) (19) (157)
Equity in net income (loss) of equity method investees 8
 25
 447
Net income (loss) 5,090
 (275) 2,899
       
Net (income) loss attributable to noncontrolling interests (1) (1) 
Net income (loss) attributable to Micron $5,089
 $(276) $2,899
       
Earnings (loss) per share      
Basic $4.67
 $(0.27) $2.71
Diluted 4.41
 (0.27) 2.47
       
Number of shares used in per share calculations      
Basic 1,089
 1,036
 1,070
Diluted 1,154
 1,036
 1,170




























See accompanying notes to consolidated financial statements.

47 | 2020 10-K



MICRON TECHNOLOGY, INC.

Micron Technology, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Consolidated Statements of Comprehensive Income
(in millions)


For the year endedSeptember 3,
2020
August 29,
2019
August 30,
2018
Net income$2,710 $6,358 $14,138 
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments46 (3)(15)
Pension liability adjustments15 (6)(3)
Gains (losses) on investments(2)
Foreign currency translation adjustments(1)
Other comprehensive income (loss)62 (1)(19)
Total comprehensive income2,772 6,357 14,119 
Comprehensive income attributable to noncontrolling interests(23)(45)(3)
Comprehensive income attributable to Micron$2,749 $6,312 $14,116 
For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Net income (loss) $5,090
 $(275) $2,899
       
Other comprehensive income (loss), net of tax      
Foreign currency translation adjustments 48
 (49) (42)
Gain (loss) on derivatives, net 15
 7
 (18)
Pension liability adjustments 1
 (9) 20
Gain (loss) on investments, net 
 3
 (4)
Other comprehensive income (loss) 64
 (48) (44)
Total comprehensive income (loss) 5,154
 (323) 2,855
Comprehensive (income) loss attributable to noncontrolling interests (1) (1) 1
Comprehensive income (loss) attributable to Micron $5,153
 $(324) $2,856








































































See accompanying notes to consolidated financial statements.

mu-20200903_g5.jpg48



MICRON TECHNOLOGY, INC.

Micron Technology, Inc.
CONSOLIDATED BALANCE SHEETSConsolidated Balance Sheets
(in millions, except par value amounts)

As of August 31,
2017
 September 1,
2016
Assets    
Cash and equivalents $5,109
 $4,140
Short-term investments 319
 258
Receivables 3,759
 2,068
Inventories 3,123
 2,889
Other current assets 147
 140
Total current assets 12,457
 9,495
Long-term marketable investments 617
 414
Property, plant, and equipment, net 19,431
 14,686
Equity method investments 16
 1,364
Intangible assets, net 387
 464
Deferred tax assets 766
 657
Goodwill 1,228
 104
Other noncurrent assets 434
 356
Total assets $35,336
 $27,540
     
Liabilities and equity    
Accounts payable and accrued expenses $3,664
 $3,879
Deferred income 408
 200
Current debt 1,262
 756
Total current liabilities 5,334
 4,835
Long-term debt 9,872
 9,154
Other noncurrent liabilities 639
 623
Total liabilities 15,845
 14,612
     
Commitments and contingencies 

 

     
Redeemable convertible notes 21
 
     
Micron shareholders' equity    
Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094 shares issued and 1,040 outstanding as of September 1, 2016) 112
 109
Additional capital 8,287
 7,736
Retained earnings 10,260
 5,299
Treasury stock, 4 shares held (54 shares as of September 1, 2016) (67) (1,029)
Accumulated other comprehensive income (loss) 29
 (35)
Total Micron shareholders' equity 18,621
 12,080
Noncontrolling interests in subsidiaries 849
 848
Total equity 19,470
 12,928
Total liabilities and equity $35,336
 $27,540



As ofSeptember 3,
2020
August 29,
2019
Assets
Cash and equivalents$7,624 $7,152 
Short-term investments518 803 
Receivables3,912 3,195 
Inventories5,607 5,118 
Other current assets304 235 
Total current assets17,965 16,503 
Long-term marketable investments1,048 1,164 
Property, plant, and equipment31,031 28,240 
Operating lease right-of-use assets584 
Intangible assets334 340 
Deferred tax assets707 837 
Goodwill1,228 1,228 
Other noncurrent assets781 575 
Total assets$53,678 $48,887 
Liabilities and equity
Accounts payable and accrued expenses$5,817 $4,626 
Current debt270 1,310 
Other current liabilities548 454 
Total current liabilities6,635 6,390 
Long-term debt6,373 4,541 
Noncurrent operating lease liabilities533 
Noncurrent unearned government incentives643 636 
Other noncurrent liabilities498 452 
Total liabilities14,682 12,019 
Commitments and contingencies
Redeemable noncontrolling interest98 
Micron shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,194 shares issued and 1,113 outstanding (1,182 shares issued and 1,106 outstanding as of August 29, 2019)119 118 
Additional capital8,917 8,214 
Retained earnings33,384 30,761 
Treasury stock, 81 shares held (76 shares as of August 29, 2019)(3,495)(3,221)
Accumulated other comprehensive income (loss)71 
Total Micron shareholders’ equity38,996 35,881 
Noncontrolling interest in subsidiary889 
Total equity38,996 36,770 
Total liabilities and equity$53,678 $48,887 
See accompanying notes to consolidated financial statements.

49 | 2020 10-K



MICRON TECHNOLOGY, INC.

Micron Technology, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYConsolidated Statements of Changes in Equity
(in millions)
  Micron Shareholders    
  Common Stock Additional Capital Retained Earnings Treasury Stock 
Accumulated Other Comprehensive
Income (Loss)
 Total Micron Shareholders' Equity Noncontrolling Interests in Subsidiaries Total Equity
  
Number
of Shares
 Amount       
Balance at August 28, 2014 1,073
 $107
 $7,868
 $2,729
 $
 $56
 $10,760
 $802
 $11,562
Net income       2,899
     2,899
 
 2,899
Other comprehensive income (loss), net           (43) (43) (1) (44)
Stock issued under stock plans 13
 1
 73
       74
   74
Stock-based compensation expense     168
       168
   168
Contributions from noncontrolling interests             
 142
 142
Distributions to noncontrolling interests             
 (6) (6)
Repurchase and retirement of stock (2) 
 (13) (40)     (53)   (53)
Repurchase of treasury stock         (831)   (831)   (831)
Settlement of capped calls     50
   (50)   
   
Reclassification of redeemable convertible notes, net     19
       19
   19
Conversion and repurchase of convertible notes     (691)       (691)   (691)
Balance at September 3, 2015 1,084
 $108
 $7,474
 $5,588
 $(881) $13
 $12,302
 $937
 $13,239
Net income (loss)       (276)     (276) 1
 (275)
Other comprehensive income (loss), net           (48) (48) 
 (48)
Stock issued under stock plans 11
 1
 47
       48
   48
Stock-based compensation expense     191
       191
   191
Contributions from noncontrolling interests             
 37
 37
Distributions to noncontrolling interests             
 (34) (34)
Acquisitions of noncontrolling interests             
 (93) (93)
Repurchase and retirement of stock (1) 
 (10) (13)     (23)   (23)
Repurchase of treasury stock         (125)   (125)   (125)
Settlement of capped calls     23
   (23)   
   
Reclassification of redeemable convertible notes, net     49
       49
   49
Conversion and repurchase of convertible notes     (38)       (38)   (38)
Balance at September 1, 2016 1,094
 $109
 $7,736
 $5,299
 $(1,029) $(35) $12,080
 $848
 $12,928
Net income       5,089
     5,089
 1
 5,090
Other comprehensive income (loss), net           64
 64
 
 64
Stock issued under stock plans 20
 3
 139
       142
   142
Stock-based compensation expense     217
 (2)     215
   215
Repurchase and retirement of stock (2) 
 (13) (22) 

   (35)   (35)
Stock issued to Nanya for Inotera Acquisition 4
 
 70
 (104) 1,029
   995
   995
Settlement of capped calls     192
   (67)   125
   125
Reclassification of redeemable convertible notes, net     (21)       (21)   (21)
Conversion and repurchase of convertible notes     (33)       (33)   (33)
Balance at August 31, 2017 1,116
 $112
 $8,287
 $10,260
 $(67) $29
 $18,621
 $849
 $19,470


Micron Shareholders  
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive
Income (Loss)
Total Micron Shareholders’ EquityNoncontrolling Interests in SubsidiariesTotal Equity
Number
of Shares
Amount
Balance at August 31, 20171,116 $112 $8,287 $10,260 $(67)$29 $18,621 $849 $19,470 
Net income— — — 14,135 — — 14,135 14,138 
Other comprehensive income (loss), net— — — — — (19)(19)— (19)
Stock issued in public offering34 1,363 — — — 1,366 — 1,366 
Stock issued under stock plans22 287 — — — 289 — 289 
Stock-based compensation expense— — 198 — — — 198 — 198 
Contributions from noncontrolling interest— — — — — — 18 18 
Repurchase of stock(2)(71)— — — (71)— (71)
Settlement of capped calls— — 429 — (429)— — 
Reclassification of redeemable convertible notes, net— — 18 — — — 18 — 18 
Cash settlement and repurchase of convertible notes— — (2,310)— 67 — (2,243)— (2,243)
Balance at August 30, 20181,170 $117 $8,201 $24,395 $(429)$10 $32,294 $870 $33,164 
Cumulative effect from adoption of new accounting standards— — — 92 — — 92 — 92 
Net income— — — 6,313 — — 6,313 36 6,349 
Other comprehensive income (loss), net— — — — — (1)(1)— (1)
Stock issued under stock plans14 178 — — — 179 — 179 
Stock-based compensation expense— — 243 — — — 243 — 243 
Repurchase of stock(2)103 (39)(2,792)— (2,728)— (2,728)
Acquisitions of noncontrolling interest— — — — — (17)(16)
Reclassification of redeemable convertible notes, net— — — — — — 
Cash settlement of convertible notes— — (515)— — — (515)— (515)
Balance at August 29, 20191,182 $118 $8,214 $30,761 $(3,221)$$35,881 $889 $36,770 
Net income— — — 2,687 — — 2,687 15 2,702 
Other comprehensive income (loss), net— — — — — 62 62 — 62 
Stock issued under stock plans14 224 — — — 225 — 225 
Stock-based compensation expense— — 328 — — — 328 — 328 
Repurchase of stock(2)(11)(64)(176)— (251)— (251)
Settlement of capped calls— — 98 — (98)— — 
Acquisitions of noncontrolling interests— — 120 — — — 120 (904)(784)
Cash settlement of convertible notes— — (56)— — — (56)— (56)
Balance at September 3, 20201,194 $119 $8,917 $33,384 $(3,495)$71 $38,996 $$38,996 








See accompanying notes to consolidated financial statements.

mu-20200903_g5.jpg50



MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWSMicron Technology, Inc.
Consolidated Statements of Cash Flows
(in millions)
For the year endedSeptember 3,
2020
August 29,
2019
August 30,
2018
Cash flows from operating activities
Net income$2,710 $6,358 $14,138 
Adjustments to reconcile net income to net cash provided by operating activities  
Depreciation expense and amortization of intangible assets5,650 5,424 4,759 
Amortization of debt discount and other costs26 49 101 
Stock-based compensation328 243 198 
(Gains) losses on debt prepayments, repurchases, and conversions(40)396 385 
Change in operating assets and liabilities  
Receivables(723)2,431 (1,734)
Inventories(489)(1,528)(472)
Accounts payable and accrued expenses725 (174)668 
Deferred income taxes, net79 150 (265)
Other40 (160)(378)
Net cash provided by operating activities8,306 13,189 17,400 
Cash flows from investing activities  
Expenditures for property, plant, and equipment(8,223)(9,780)(8,879)
Purchases of available-for-sale securities(1,857)(4,218)(760)
Proceeds from sales of available-for-sale securities1,458 1,504 604 
Proceeds from maturities of available-for-sale securities814 1,541 320 
Proceeds from government incentives262 748 355 
Other(43)120 144 
Net cash provided by (used for) investing activities(7,589)(10,085)(8,216)
Cash flows from financing activities  
Repayments of debt(4,366)(3,340)(10,194)
Acquisition of noncontrolling interest in IMFT(744)
Payments to acquire treasury stock(251)(2,729)(71)
Payments on equipment purchase contracts(63)(75)(206)
Proceeds from issuance of debt5,000 3,550 1,009 
Proceeds from issuance of stock225 179 1,655 
Other(118)(23)31 
Net cash provided by (used for) financing activities(317)(2,438)(7,776)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash11 26 (37)
Net increase (decrease) in cash, cash equivalents, and restricted cash411 692 1,371 
Cash, cash equivalents, and restricted cash at beginning of period7,279 6,587 5,216 
Cash, cash equivalents, and restricted cash at end of period$7,690 $7,279 $6,587 
Supplemental disclosures  
Income taxes paid, net$(167)$(524)$(226)
Interest paid, net of amounts capitalized(165)(53)(312)
Noncash equipment acquisitions on contracts payable278 119 84 
For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Cash flows from operating activities      
Net income (loss) $5,090
 $(275) $2,899
Adjustments to reconcile net income (loss) to net cash provided by operating activities  
  
  
Depreciation expense and amortization of intangible assets 3,861
 2,980
 2,667
Amortization of debt discount and other costs 125
 126
 138
Stock-based compensation 215
 191
 168
Loss on debt repurchases and conversions 99
 4
 49
Gain on remeasurement of previously-held equity interest in Inotera (71) 
 
Equity in net (income) loss of equity method investees (8) (25) (447)
Change in operating assets and liabilities  
  
  
Receivables (1,651) 465
 393
Inventories 50
 (549) 116
Accounts payable and accrued expenses 564
 272
 (691)
Payments attributed to intercompany balances with Inotera (361) 
 
Deferred income 218
 (6) (105)
Other 22
 (15) 21
Net cash provided by operating activities 8,153
 3,168
 5,208
       
Cash flows from investing activities  
  
  
Expenditures for property, plant, and equipment (4,734) (5,817) (4,021)
Acquisition of Inotera (2,634) 
 
Purchases of available-for-sale securities (1,239) (1,026) (4,392)
Payments to settle hedging activities (274) (152) (132)
Proceeds from sales and maturities of available-for-sale securities 970
 3,690
 2,248
Proceeds from settlement of hedging activities 184
 335
 56
Other 190
 (74) 25
Net cash provided by (used for) investing activities (7,537) (3,044) (6,216)
       
Cash flows from financing activities  
  
  
Proceeds from issuance of debt 3,311
 2,199
 2,212
Proceeds from issuance of stock under equity plans 142
 48
 74
Proceeds from equipment sale-leaseback transactions 
 765
 291
Repayments of debt (2,558) (870) (2,329)
Payments on equipment purchase contracts (519) (46) (95)
Cash paid to acquire treasury stock (35) (148) (884)
Other 8
 (203) 13
Net cash provided by (used for) financing activities 349
 1,745
 (718)
       
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash (12) 19
 (133)
       
Net increase (decrease) in cash, cash equivalents, and restricted cash 953
 1,888
 (1,859)
Cash, cash equivalents, and restricted cash at beginning of period 4,263
 2,375
 4,234
Cash, cash equivalents, and restricted cash at end of period $5,216
 $4,263
 $2,375
       
Supplemental disclosures  
  
  
Income taxes paid, net $(99) $(90) $(63)
Interest paid, net of amounts capitalized (468) (267) (226)
Noncash investing and financing activity      
Equipment acquisitions on contracts payable and capital leases 813
 993
 345



See accompanying notes to consolidated financial statements.

51 | 2020 10-K



MICRON TECHNOLOGY, INC.

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


Significant Accounting Policies


Basis of Presentation:Presentation

Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions. Through our global brands Micron® and Crucial and Ballistix –® our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, NOR Flash,3D XPointmemory, and 3D XPoint memory,NOR, is transforming how the world uses information to enrich life.life for all. Backed by more than 3540 years of technology leadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, 5G, machine learning, and autonomous vehicles, in key market segments like cloud,mobile, data center, networking,client, consumer, industrial, graphics, automotive, and mobile. networking.

The accompanying consolidated financial statements include the accounts of Micron and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to current period presentation. See “Recently Adopted Accounting Standards.”


Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 20172020 contained 53 weeks and 2016fiscal 2019 and 2018 each contained 52 weeks andweeks. Our fourth quarter of fiscal year 20152020 contained 5314 weeks. All period references are to our fiscal periods unless otherwise indicated.


Derivative and Hedging Instruments:Instruments

We use derivative instruments to manage our exposure to changes in currency exchange rates from (1) our monetary assets and liabilities denominated in currencies other than the U.S. dollar and (2) forecasted cash flows for certain capital expenditures.expenditures and manufacturing costs. Derivative instruments are measured at their fair values and recognized as either assets or liabilities. The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated as hedges for hedge accounting, purposes, gains or losses from changes in fair values are recognized in other non-operating income (expense).

For derivative forward contractsinstruments designated as cash-flowcash flow hedges, we exclude changes in the time value from the effectiveness assessment. The effective portion of the gaingains or loss islosses are included as a component of other comprehensive income (loss) and the ineffective or excluded portion of the gain or loss is included in other non-operating income (expense). Amounts in accumulated other comprehensive income (loss) from these cash flow hedges areand reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. Effectiveness is measured by comparing the cumulative change in the fair value of the hedge contract with the cumulative change in the forecasted cash flows of the hedged item.


We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions. These master netting arrangements allow us and our counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net basis.


Financial Instruments:Instruments

Cash equivalents include highly liquid short-term investments with original maturities to us of three months or less that are readily convertible to known amounts of cash. Other investments with remaining maturities of 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.


mu-20200903_g5.jpg52



Functional Currency:Currency

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


Goodwill and Non-Amortizing Intangible Assets: Assets

We perform an annual impairment assessment for goodwill and non-amortizing intangible assets in theour fourth quarter each year.

Government Incentives

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


Inventories:Inventories

Inventories are stated at the lower of average cost or net realizable value. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. DeterminingWhen net realizable value of inventories involves numerous judgments, including(which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories. When net realizable valueinventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. InWe review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of average cost or net realizable value analysis and categorize all inventories are primarily categorized as memory (including DRAM, NAND, and other memory) based on the major characteristics of product type and markets.as a single group. We remove amounts from inventory and charge such amounts to cost of goods sold on an average cost basis.



Leases


In the first quarter of 2020, we elected new accounting policies in connection with the adoption of ASC 842 – Leases. We do not recognize a right-of-use asset or a lease liability for leases with a term of 12 months or less. For real estate and gas plant leases entered into after adoption, we do not separate lease and non-lease components. Sublease income is presented within lease expense.

Product and Process Technology:Technology

Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) maintain patent technology, are capitalized and amortized on a straight-line basis over periods ranging up to 12.5 years. We capitalize a portion of the costs incurred to patent technology based on historical data of patents issued as a percent of patents we file. Capitalized productProduct 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.


Product Warranty:Warranty

We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with
53 | 2020 10-K



respect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms and conditions. Our warranty obligations are not material.


Property, Plant, and Equipment:Equipment

Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally 10 to 30 years for buildings, 5 to 7 years for equipment, and 3 to 5 years for software. Assets held for sale are carried at the lower of cost or estimated fair value and are included in other noncurrent assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and we recognize any gain or loss in our results of operations.


We capitalize interest on borrowings during the period of time we carry out the activities necessary to bring assets to the condition of their intended use and location. Capitalized interest becomes part of the cost and amortized over the useful lives of the assets.


We periodically assess the estimated useful lives of our property, plant, and equipment. In the fourth quarter of 2016, we identified factors such as the lengthening period of time between DRAM product technology node transitions, an increased re-use rate of equipment, and industry trends. As a result, we revised the estimated useful lives of equipment in our DRAM wafer fabrication facilities from five to seven years in the fourth quarter of 2016. The effect of the revision was not material for 2016 and reduced depreciation costs by approximately $100 million per quarter in 2017.

Research and Development:Development

Costs related to the conceptual formulation and design of products and processes are expensed ascharged to R&D expense as incurred. Development of a product is deemed complete when it is qualified through thorough reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold. Product design and other R&D costs for certain technologies may be shared with a development partner. Amounts receivable from cost-sharing arrangements are reflected as a reduction of R&D expense.


Revenue Recognition:Recognition

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. Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. We recognize product or license revenue when persuasive evidence thatestimate a sales arrangement exists, delivery has occurred,liability for returns using the expected value method based on historical rates of return. In addition, we generally offer price is fixed or determinable, and collectibility is reasonably assured,protection to our distributors, which is generally ata form of variable consideration that decreases the timetransaction price. We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of shipmentrevenue recognized from sales to our customers. If wedistributors. Differences between the estimated and actual amounts are unablerecognized as adjustments to reasonably estimate returns or the price is not fixed or determinable, sales made under agreements allowing rights of return or price protection are deferred until customers have resold the product. Revenue recognized upon resale by our customers under these arrangements was 20%, 25%, and 21% of our consolidated revenue for 2017, 2016, and 2015, respectively.revenue.


Stock-based Compensation:Compensation

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


Treasury Stock:Stock

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


Use of Estimates:Estimates

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






mu-20200903_g5.jpg54



Variable Interest Entities


We have interests in entities that are VIEs.variable interest entities (“VIEs”). If we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE'sVIE’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 an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.


Unconsolidated VIEsVIE


Inotera: Prior to our acquisition of the remaining interest in Inotera on December 6, 2016, Inotera was a VIE because of the terms of its supply agreement with us. We had previously determined that we did not have the power to direct the activities of Inotera that most significantly impacted its economic performance, primarily due to limitations on our governance rights that required the consent of other parties for key operating decisions and due to Inotera's dependence on Nanya for financing and the ability of Inotera to operate in Taiwan. Therefore, we did not consolidate Inotera and we accounted for our interest under the equity method. (See "Acquisition of Inotera" and "Equity Method Investments – Inotera" notes.)

PTI Xi'anXi’an: Powertech Technology Inc. Xi'an ("Xi’an (“PTI Xi'an"Xi’an”) is a wholly-owned subsidiary of Powertech Technology Inc. ("PTI"(“PTI”) and was created to provide assembly services to us at our manufacturing site in Xi'an,Xi’an, China. In connection therewith, we had capital lease obligations of $80 million and net property, plant, and equipment of $76 million as of August 31, 2017. We do not have an equity interest in PTI Xi'an.Xi’an. PTI Xi'anXi’an is a VIE because of the terms of its service agreement with us and its dependency on PTI to finance its operations. We have determined that we do not have the power to direct the activities of PTI Xi'anXi’an that most significantly impact its economic performance, primarily because we do not have no governance rights. Therefore, we do not consolidate PTI Xi'an.Xi’an. Our agreement for PTI to provide assembly services to us is deemed to contain an embedded lease for accounting purposes. As a result, as of September 3, 2020 and August 29, 2019, the accompanying consolidated balance sheets included net property, plant, and equipment of $38 million and $50 million, respectively, and finance lease obligations of $35 million and $47 million, respectively, in connection with this agreement.


Consolidated VIE


IMFT:Through October 31, 2019, IMFT iswas a VIE because all of its costs arewere passed to us and its other member, Intel, through product purchase agreements and because IMFT iswas dependent upon us or Intel for additional cash requirements. The primary activities of IMFT arewere driven by the constant introduction of product and process technology. Because we performperformed a significant majority of the technology development, we havehad the power to direct its key activities. In addition,We consolidated IMFT manufactures certain products exclusively for us usingdue to this power and our product designs. We consolidate IMFT because we have the power to direct the activities of IMFT that most significantly impact its economic performance and because we have the obligation to absorb losses and the right to receive benefits from IMFT that could have been potentially be significant to it.

We acquired Intel’s interest in IMFT on October 31, 2019, at which time IMFT, now known as MTU, became a wholly-owned subsidiary. (See "Equity“Equity – Noncontrolling InterestsInterest in Subsidiaries – IMFT" note.Subsidiary.”)




Recently Adopted Accounting Standards


In January 2017,February 2016, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Accounting Standards Update ("ASU") 2017-04ASU 2016-02Simplifying the Test for Goodwill ImpairmentLeases (as amended, “ASC 842”), which modifiedamends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the goodwill impairment test and required an entity to write down the carryingpresent value of goodwill up to the amount by which the carrying amount of a reporting unit exceeded its fair value.lease payments. We adopted this ASU as of the beginning of the fourth quarter of 2017 in connection with our annual impairment test. The adoption of the ASU did not have a material impact on our financial statements.

In November 2016, the FASB issued ASU 2016-18 – Restricted Cash, which required amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. We adopted this ASU in the fourth quarter of 2017 on a retrospective basis. As of September 1, 2016, September 3, 2015, and August 28, 2014, restricted cash was $123 million, $88 million, and $84 million, respectively. The adoption of this ASU did not have a material impact on our cash flows.

In March 2016, the FASB issued ASU 2016-09 – Improvements to Employee Share-Based Payment Accounting, which simplified several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification within the statement of cash flows. We adopted this ASU as of the beginning of the first quarter of 2017 and elected to account for forfeitures when they occur, on a


modified retrospective basis. At the time of adoptionASC 842 in the first quarter of 2017,2020 under the modified retrospective method and elected to not recast prior periods. We elected the practical expedients available under the transition guidance, including but not limited to, not reassessing past lease accounting or using hindsight to evaluate lease term. In addition, we elected to not separate lease and non-lease components for real estate or gas plant leases. As a result of adopting ASC 842, we recognized deferred tax assets of $325$567 million for the excess tax benefits that arose directly from tax deductions related to equity compensation greater than amounts recognized for financial reportingoperating lease liabilities and also recognizedright-of-use assets and reclassified an increase of an equal amount in the valuation allowance against those deferred tax assets. The adoption did not have any other material impacts on our financial statements.

In April 2015, the FASB issued ASU 2015-05 – Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which provided additional guidance to customers about whether a cloud computing arrangement includes a software license. Under ASU 2015-05, cloud computing arrangements that contain a software license should be accounted for in a manner consistent with the acquisition$66 million of other software licenses, otherwise customers should account for the arrangement as a service contract. ASU 2015-05 also removed the requirementbalances to analogizeright-of-use assets to ASC 840-10 – Leases, to determine the asset acquired in a software licensing arrangement. We adopted this ASU as of the beginning of the first quarter of 2017 on a prospective basis. The adoption of this ASU did not have a material impact on our financial statements.

In February 2015, the FASB issued ASU 2015-02 – Amendmentsconform to the Consolidation Analysis, which amended the consolidationnew presentation requirements in Accounting Standards Codification 810 – Consolidation. ASU 2015-02 made targeted amendments to the consolidation guidance for VIEs. We adopted this ASU as of the beginning of the first quarter of 2017 under a modified-retrospective approach. The adoption of this ASU did not have an impact on our financial statements.ASC 842.




55 | 2020 10-K



Recently Issued Accounting Standards


In October 2016,August 2020, the FASB issued ASU 2016-162020-06Intra-Entity TransfersDebt - Debt with Conversion and Other Than InventoryOptions and Derivatives and Hedging - Contracts in Entity’s Own Equity, which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This ASU requires an entity to recognizeuse the income tax consequences of an intra-entity transfer of an asset other than inventory whenif-converted method in the transfer occurs.diluted earnings per share calculation for convertible instruments. This ASU will be effective for us in the first quarter of 20192023, with early adoption permitted beginning in the first quarter of 2022, and requirespermits the use of either the modified retrospective adoption.or fully retrospective method of transition. We are evaluating the timing and effects of our adoption of this ASU on our financial statements.


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 a collaborative arrangement participant if the participant is not a customer. This ASU is effective for us in the first quarter of 2021 and requires retrospective adoption to the date we adopted ASC 606, which was August 31, 2018, by recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the earliest annual period presented. We do not anticipate the adoption of this ASU will have a significant impact on our financial statements.

In June 2016, the FASB issued ASU 2016-13 – Measurement of Credit Losses on Financial Instruments, which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. This ASU will beis effective for us in the first quarter of 2021 with adoption permitted as early as the first quarter of 2020. This ASUand requires modified retrospective adoption, with prospective adoption for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are evaluatingdo not anticipate 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-of- use asset and corresponding liability, measured at the present value of the lease payments. This ASU will be effective for us in the first quarter of 2020 with early adoption permitted and requires modified retrospective 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 ASUhave a significant impact on our financial statements.


In January 2016, the FASB issued ASU 2016-01 – Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. This ASU will be effective for us in the first quarter of 2019 and requires modified retrospective adoption. We are evaluating the effects of our adoption of this ASU on our financial statements.

In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principal of this ASU, as amended, is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. We are required to adopt this ASU in the first quarter of 2019 with adoption permitted as early as the first quarter of 2018. This ASU allows for either full retrospective or modified retrospective adoption. We expect that, as a result of the adoption of this ASU, the timing of recognizing revenue from sales of products to our distributors under


agreements allowing rights of return or price protection will be generally earlier than under the existing revenue recognition guidance. Revenue recognized upon resale by our customers under these arrangements was 20%, 25%, and 21% of our consolidated revenue for 2017, 2016, and 2015, respectively. After adoption, the impact of this change in any reporting period would be the net effect of changes to revenue recognized as of the beginning and end of each period. We are evaluating the timing, method, and other effects of our adoption of this ASU on our financial statements.


Acquisition of Inotera

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

In connection with the Inotera Acquisition, we revalued our previously-held 33% equity interest to its fair value. In determining the fair value, we used various valuation techniques, including the share price of Inotera prior to the announcement of the Inotera Acquisition and discounted cash flow projections using inputs including discount rate and terminal growth rate (Level 3). As a result, we recognized a non-operating gain of $71 million in 2017.

In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya (the "Micron Shares") and received cash proceeds of $986 million. Because the sale of the Micron Shares to Nanya was contemporaneous with, and contingent upon, the closing the Inotera Acquisition, the issuance of the Micron Shares was treated in purchase accounting as a non-cash exchange for a portion of the shares of Inotera held by Nanya. The Micron Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and are subject to certain restrictions on transfers. To reflect the lack of transferability, the fair value of the Micron Shares (based on the trading price of our common stock on the acquisition date) was reduced by a discount of $81 million, based on the implied volatility derived from traded options on our stock and on the duration of the lack of transferability (Level 2).



We provisionally estimated the fair value of the Inotera assets acquired and liabilities assumed as of the December 6, 2016 acquisition date. In 2017, we incorporated additional information in our analysis about facts and circumstances that existed as of the acquisition date and adjusted our provisional values, which resulted in a decrease in the amount of purchase price allocated to property, plant, and equipment of $59 million and increases in the amounts allocated to other noncurrent assets of $13 million, deferred income taxes of $8 million, and goodwill of $38 million. The allocation of purchase price to assets acquired and liabilities assumed of Inotera could further change as additional information becomes available. The consideration and provisional valuation of assets acquired and liabilities assumed, as adjusted in 2017, were as follows:
mu-20200903_g5.jpg56
Consideration  
Cash paid for Inotera Acquisition $4,099
Less cash received from sale of Micron Shares (986)
Net cash paid for Inotera Acquisition 3,113
Fair value of our previously-held equity interest in Inotera 1,441
Fair value of Micron Shares exchanged for Inotera shares 995
Other 3
Payments attributed to intercompany balances with Inotera (361)
  $5,191
   
Assets acquired and liabilities assumed  
Cash and equivalents $118
Inventories 285
Other current assets 27
Property, plant, and equipment 3,722
Deferred tax assets 82
Goodwill 1,124
Other noncurrent assets 130
Accounts payable and accrued expenses (232)
Debt (56)
Other noncurrent liabilities (9)
  $5,191




The Inotera Acquisition enhances our flexibility to drive new technology, optimize the deployment of capital, and adapt our product offerings to changes in market conditions. As a result of these synergies, we allocated goodwill of $829 million, $198 million, and $97 million to CNBU, MBU, and EBU, respectively. Goodwill resulting from the Inotera Acquisition is not deductible for Taiwan corporate income tax purposes; however, it is deductible for Taiwan surtax purposes.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations as if the Inotera Acquisition had occurred on September 4, 2015. The pro forma financial information includes the accounting effects of the business combination, including adjustments for depreciation of property, plant, and equipment, interest expense, elimination of intercompany activities, and revaluation of inventories. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Inotera Acquisition occurred on September 4, 2015.
  Year ended
  August 31,
2017
 September 1,
2016
Net sales $20,317
 $12,341
Net income (loss) 5,172
 (543)
Net income (loss) attributable to Micron 5,171
 (544)
Earnings (loss) per share    
Basic 4.68
 (0.50)
Diluted 4.42
 (0.50)


The unaudited pro forma financial information for 2017 includes our results for the year ended August 31, 2017 (which includes the results of Inotera since our acquisition of Inotera on December 6, 2016), the results of Inotera for the three months ended November 30, 2016, and the adjustments described above. The pro forma information for 2016 includes our results for the year ended September 1, 2016, the results of Inotera for the twelve months ended August 31, 2016, and the adjustments described above.

Technology Transfer and License Agreements with Nanya

Effective December 6, 2016, under the terms of technology transfer and license agreements, Nanya has options to require us to transfer to Nanya certain technology for Nanya's use and deliverables related to the next DRAM process node generation after our 20nm process node (the "1X Process Node") and the next DRAM process node generation after the 1X Process Node. Under the terms of the agreements, Nanya would pay royalties to us for a license to the transferred technologies based on revenues from products utilizing the technologies, subject to specified caps, and we would also receive an equity interest in Nanya upon the achievement of certain milestones.


Cash and Investments


Substantially all of our marketable debt and equity investments were classified as available-for-sale as of the dates noted below. Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:
20202019
As ofCash and EquivalentsShort-term Investments
Long-term Marketable Investments(1)
Total Fair ValueCash and EquivalentsShort-term Investments
Long-term Marketable Investments(1)
Total Fair Value
Cash$3,996 $$$3,996 $2,388 $$$2,388 
Level 1(2)
Money market funds1,828 1,828 3,418 3,418 
Level 2(3)
Certificates of deposits1,740 10 1,752 1,292 13 1,306 
Corporate bonds266 592 861 550 689 1,239 
Government securities115 243 364 36 149 232 417 
Asset-backed securities31 211 243 67 242 309 
Commercial paper50 96 146 18 24 42 
7,624 $518 $1,048 $9,190 7,152 $803 $1,164 $9,119 
Restricted cash(4)
66 127 
Cash, cash equivalents, and restricted cash$7,690 $7,279 
As of 2017 2016
  Cash and Equivalents Short-term Investments 
Long-term Marketable Investments(1)
 Total Fair Value Cash and Equivalents Short-term Investments 
Long-term Marketable Investments(1)
 Total Fair Value
Cash $2,237
 $
 $
 $2,237
 $2,258
 $
 $
 $2,258
Level 1(2)
                
Money market funds 2,332
 
 
 2,332
 1,507
 
 
 1,507
Level 2(3)
                
Certificates of deposit 483
 24
 3
 510
 373
 33
 
 406
Corporate bonds 
 193
 315
 508
 
 142
 235
 377
Government securities 1
 90
 126
 217
 2
 62
 82
 146
Asset-backed securities 
 2
 173
 175
 
 12
 97
 109
Commercial paper 56
 10
 
 66
 
 9
 
 9
  5,109
 $319
 $617
 $6,045
 4,140
 $258
 $414
 $4,812
Restricted cash(4)
 107
       123
      
Cash, cash equivalents, and restricted cash $5,216
       $4,263
      
(1)
The maturities of long-term marketable securities range from one to four years.
(2)
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3)
The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to such pricing information as of August 31, 2017 or September 1, 2016.
(4)
Restricted cash is included in other noncurrent assets and generally represents balances related to the MMJ Creditor Payments and interest reserve balances related to the 2021 MSTW Term Loan. The restrictions on the MMJ Creditor Payments lapse upon approval by the trustees and/or Japan Court. The restrictions on the interest reserve balances lapse in proportion to the reduction in the amount of interest expected to be paid under the 2021 MSTW Term Loan for the subsequent six months. (See "Debt" note.)

(1)The maturities of long-term marketable securities range fromone tofour years.
Proceeds(2)The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3)The fair value of Level 2 securities is measured using information obtained from salespricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of available-for-sale securitiesSeptember 3, 2020 or August 29, 2019.
(4)Restricted cash is included in other noncurrent assets and primarily relates to certain government incentives received prior to being earned and for 2017, 2016, and 2015 were $776 million, $2.31 billion, and $1.49 billion, respectively. which restrictions lapse upon achieving certain performance conditions. Restricted cash as of August 29, 2019 also included amounts related to the corporate reorganization proceedings of MMJ.

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


presented. As of August 31, 2017,September 3, 2020, there were no0 available-for-sale securities that had been in a loss position for longer than 12 months.




Receivables


As of20202019
Trade receivables$3,494 $2,778 
Income and other taxes232 242 
Other186 175 
$3,912 $3,195 


57 | 2020 10-K
As of 2017 2016
Trade receivables $3,490
 $1,765
Income and other taxes 100
 119
Other 169
 184
  $3,759
 $2,068





Inventories


As of20202019
Finished goods$1,001 $757 
Work in process3,854 3,825 
Raw materials and supplies752 536 
$5,607 $5,118 
As of 2017 2016
Finished goods $856
 $899
Work in process 1,968
 1,761
Raw materials and supplies 299
 229
  $3,123
 $2,889




Property, Plant, and Equipment


As of20202019
Land$352 $352 
Buildings13,981 10,931 
Equipment(1)
48,525 44,051 
Construction in progress(2)
1,600 1,700 
Software873 790 
 65,331 57,824 
Accumulated depreciation(34,300)(29,584)
 $31,031 $28,240 
As of 2017 2016
Land $345
 $145
Buildings (includes $475 and $347, respectively, under capital leases) 7,958
 6,653
Equipment(1) (includes $1,331 and $1,374, respectively, under capital leases)
 32,187
 25,910
Construction in progress(2)
 499
 475
Software 544
 422
  41,533
 33,605
Accumulated depreciation (includes $626 and $492, respectively, under capital leases) (22,102) (18,919)
  $19,431
 $14,686
(1)
Included costs related to equipment not placed into service of $994 million and $1.47 billion, as of August 31, 2017 and September 1, 2016, respectively.
(2)
Included building-related construction and tool installation costs for assets not placed into service.

(1)Included costs related to equipment not placed into service of $1.63 billion as of September 3, 2020 and $2.33 billion as of August 29, 2019.
(2)Included building-related construction, tool installation, and software costs for assets not placed into service.

Depreciation expense was $3.76$5.57 billion,, $2.86 $5.34 billion,, and $2.55$4.66 billion for 2017, 2016,2020, 2019, and 2015,2018, respectively. As of August 31, 2017, production equipment, buildings, and land with an aggregate carrying value of $6.14 billion were pledged as collateral under various notes payable. Interest capitalized as part of the cost of property, plant, and equipment was $7$77 million, $43$103 million, and $20$44 million for 2017, 2016,2020, 2019, and 2015,2018, respectively. In

We periodically assess the fourth quarterestimated useful lives of 2016,our property, plant, and equipment. Based on our assessment of planned technology node transitions, capital spending, and re-use rates, we revised the estimated useful lives of the existing equipment in our DRAMNAND wafer fabrication facilities and our research and development (“R&D”) facilities from five years to seven years which reduced depreciation costs by approximately $100 million per quarter in 2017.




Equity Method Investments

As of 2017 2016
  Investment Balance Ownership Percentage Investment Balance Ownership Percentage
Inotera $
 % $1,314
 33%
Tera Probe 
 % 36
 40%
Other 16
 Various
 14
 Various
  $16
  
 $1,364
  

Equity in net income (loss) of equity method investees, net of tax, included the following:
For the year ended 2017 2016 2015
Inotera $9
 $32
 $445
Tera Probe (3) (11) 1
Other 2
 4
 1
  $8
 $25
 $447

The summarized financial information in the tables below reflects aggregate amounts for our equity method investees. Financial information is presented for equity method investments as of the respective dates andbeginning of the first quarter of 2020. This revision reduced our aggregate depreciation expense by approximately $675 million in 2020, of which approximately $165 million remained capitalized in inventory as of the end of 2020. After adjusting for the periods through which we recorded our proportionate share of each investee's results of operations. Summarized results of operations are presented only for the periods subsequent to the acquisition, or through the disposition of, our ownership interests.
As of 2017 2016
Current assets $107
 $1,222
Noncurrent assets 256
 4,294
Current liabilities 19
 604
Noncurrent liabilities 66
 411
For the year ended 2017 2016 2015
Net sales $557
 $1,671
 $2,647
Gross margin 82
 155
 1,253
Operating income 126
 199
 1,191
Net income 76
 184
 1,361

Inotera

We held a 33% interest in Inotera, a Taiwan DRAM memory company, through December 6, 2016, at which time we acquired the remaining 67% interest in Inotera. Historically, we accounted for our interest in Inotera on a two-month lag under the equity method. As a resulteffect of the Inotera Acquisition, we account for Inotera without a lag, consistent with our other wholly-owned subsidiaries.

From January 2013 through December 2015, we purchased allreduced amount of Inotera's DRAM output under supply agreements at prices reflecting discounts from market prices for our comparable components. After December 2015depreciation expense remaining in inventory, the revision in estimated useful lives benefited both operating income and until our acquisition of the remaining interest in Inotera, the price for DRAM products purchasednet income by us was based on a formula that equally shared margin between Inotera and us. Under these agreements, we purchased $504 million, $1.43 billion and $2.37 billion of DRAM products in 2017 through the date of our acquisition, 2016, and 2015 respectively. In 2016, we manufactured and sold specialized equipment to Inotera and recognized net sales of $55approximately $510 million and margin of $16 million.diluted earnings per share by approximately $0.45 for 2020.


Tera Probe

In 2017, we sold our 40% interest in Tera Probe, which provided semiconductor wafer testing and probe services to us, in a transaction that included the sale of our assembly and test facility located in Akita, Japan. (See "Restructure and Asset Impairments" note.) In 2017, 2016, and 2015, we recorded impairment charges of $16 million, $25 million, and $10 million, respectively, within equity in net income (loss) of equity method investees to write down the carrying value of our investment


in Tera Probe to its fair value based on its trading price (Level 1). We incurred manufacturing costs for services performed by Tera Probe of $47 million, $70 million, and $90 million in 2017 through the date of sale, 2016, and 2015, respectively.


Intangible Assets and Goodwill


20202019
As ofGross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Product and process technology$616 $(282)$583 $(243)
Goodwill1,228 1,228 
As of 2017 2016
  
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
Amortizing assets        
Product and process technology $755
 $(476) $757
 $(402)
Other 1
 (1) 1
 
  756
 (477) 758
 (402)
Non-amortizing assets        
In-process R&D 108
 
 108
 
         
Total intangible assets $864
 $(477) $866
 $(402)
         
Goodwill $1,228
   $104
  


In 2017, 2016,2020, 2019, and 2015,2018, we capitalized $29$73 million, $30$91 million, and $98$48 million, respectively, for product and process technology with weighted-average useful lives of 1110 years, 108 years, and 710 years, respectively. Amortization expense was $106 million, $117 million, and $117 million for 2017, 2016, and 2015, respectively. Expected amortization expense is $99 million for 2018, $49 million forIn 2019, $33 million for 2020, $28 million for 2021, and $17 million for 2022.

In 2016, we acquired Tidal Systems, Ltd., a developer of PCIe NAND Flash storage controllers, to enhance our NAND Flash controller technology for $148 million. In connection therewith, we recognizedplaced $108 million of in-process R&D; $81&D in service and began amortizing it on a straight-line basis over six years.
mu-20200903_g5.jpg58



Expected amortization expense is $73 million of goodwill,for 2021, $57 million for 2022, $51 million for 2023, $44 million for 2024, and $24 million for 2025.


Leases

We have finance and operating leases through which was derived from expected cost reductionswe acquire or utilize equipment and facilities in our manufacturing operations and R&D activities as well as office space and other synergiesfacilities used in our SG&A functions. Our finance leases consist primarily of gas or other supply agreements that are deemed to contain embedded leases in which we effectively control the underlying gas plants or other assets used to fulfill the supply agreements. Our operating leases consist primarily of offices, other facilities, and was assignedland used in SG&A, R&D, and certain of our manufacturing operations. Certain of our operating leases include one or more options to SBU;extend the lease term for periods from one year to 10 years for real estate and $41 millionone year to 30 years for land.

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

Short-term and variable lease expenses were not significant and are presented within operating lease costs in the table below. Sublease income was not significant in 2020. The in-process R&D was valued usingcomponents of lease expense are presented below:
For the year ended2020
Finance lease cost
Amortization of right-of-use asset$140 
Interest on lease liability22 
Operating lease cost102 
$264 

Other information related to our leases were as follows:
For the year ended2020
Cash flows used for operating activities
Finance leases$24 
Operating leases(1)
39 
Cash flows used for financing activities from financing leases248
Noncash acquisitions of right-of-use assets
Finance leases107
Operating leases11
(1)Included $48 million of reimbursements received for tenant improvements.

59 | 2020 10-K



As of2020
Finance lease right-of-use asset (included in property, plant, and equipment)(1)
$426 
Weighted-average remaining lease term (in years)
Finance leases5
Operating leases7
Weighted-average discount rate
Finance leases4.51 %
Operating leases2.67 %
(1) As of August 29, 2019, prior to our adoption of ASC 842, property, plant, and equipment included $700 million for finance leases.

Maturities of lease liabilities existing as of September 3, 2020 were as follows:
For the year endingFinance LeasesOperating Leases
2021$90 $70 
202290 69 
202370 65 
202453 55 
202538 47 
2026 and thereafter248 401 
Less imputed interest(103)(120)
$486 $587 

The table above excludes any lease liabilities for leases that have been executed but have not yet commenced. As of September 3, 2020, we had such lease liabilities relating to 1) operating lease payment obligations of $148 million for the initial 10-year lease term for a replacement cost approach,building, which included inputsmay, at our election, be terminated after 3 years or extended for an additional 10 years, and 2) finance lease obligations of reproduction cost, including developer's profit, and opportunity cost.$838 million over a weighted-average period of 15 years for gas supply arrangements deemed to contain embedded leases. We will begin amortizingrecognize right-of-use assets and associated lease liabilities at the in-process R&D when development is complete, estimatedtime such assets become available for our use.

As of August 29, 2019, prior to beour adoption of ASC 842, future minimum operating lease commitments with an initial term in 2018,excess of one year were $54 million for 2020, $64 million for 2021, $63 million for 2022, $59 million for 2023, $53 million for 2024, and will amortize it over its then estimated useful life. The goodwill is not deductible for tax purposes.$459 million in 2025 and thereafter.




Accounts Payable and Accrued Expenses


As of20202019
Accounts payable$2,191 $1,677 
Property, plant, and equipment2,374 1,782 
Salaries, wages, and benefits849 695 
Income and other taxes237 309 
Other166 163 
$5,817 $4,626 


mu-20200903_g5.jpg60
As of 2017 2016
Accounts payable $1,333
 $1,186
Property, plant, and equipment payables 1,018
 1,649
Salaries, wages, and benefits 603
 289
Related party payables 
 273
Customer advances 197
 132
Income and other taxes 163
 41
Other 350
 309
  $3,664
 $3,879




As of September 1, 2016, related party payables included $266 million due to Inotera primarily for the purchase of DRAM products.




Debt


20202019
Net Carrying AmountNet Carrying Amount
As ofStated RateEffective RatePrincipalCurrentLong-TermTotalPrincipalCurrentLong-TermTotal
Finance lease obligationsN/A4.51 %$486 $76 $410 $486 $591 $223 $368 $591 
2023 Notes2.497 %2.64 %1,250 1,245 1,245 
2024 Notes4.640 %4.76 %600 598 598 600 597 597 
2024 Term Loan A1.420 %1.47 %1,250 62 1,186 1,248 
2026 Notes4.975 %5.07 %500 498 498 500 497 497 
2027 Notes4.185 %4.27 %900 895 895 900 895 895 
2029 Notes5.327 %5.40 %700 696 696 700 696 696 
2030 Notes4.663 %4.73 %850 845 845 850 845 845 
2032D Notes3.125 %6.33 %134 131 131 134 127 127 
MMJ Creditor PaymentsN/AN/A206 198 198 
IMFT Member DebtN/AN/A— 693 693 693 
2025 Notes5.500 %5.56 %519 516 516 
2033F Notes2.125 %2.13 %62 196 196 
 $6,671 $270 $6,373 $6,643 $5,755 $1,310 $4,541 $5,851 
  2017 2016
        Net Carrying Amount   Net Carrying Amount
Instrument Stated Rate Effective Rate Principal Current Long-Term 
Total(1)
 Principal Current Long-Term 
Total(1)
MMJ Creditor Payments N/A
 6.52% $695
 $157
 $474
 $631
 $985
 $189
 $680
 $869
Capital lease obligations N/A
 3.68% 1,190
 357
 833
 1,190
 1,406
 380
 1,026
 1,406
2021 MSAC Term Loan 3.61% 3.85% 800
 99
 697
 796
 
 
 
 
2021 MSTW Term Loan 2.85% 3.02% 2,652
 
 2,640
 2,640
 
 
 
 
2022 Notes 5.88% 6.14% 
 
 
 
 600
 
 590
 590
2022 Term Loan B 3.80% 4.22% 743
 5
 725
 730
 750
 5
 730
 735
2023 Notes 5.25% 5.43% 1,000
 
 991
 991
 1,000
 
 990
 990
2023 Secured Notes 7.50% 7.69% 1,250
 
 1,238
 1,238
 1,250
 
 1,237
 1,237
2024 Notes 5.25% 5.38% 550
 
 546
 546
 550
 
 546
 546
2025 Notes 5.50% 5.56% 519
 
 515
 515
 1,150
 
 1,139
 1,139
2026 Notes 5.63% 5.73% 129
 
 128
 128
 450
 
 446
 446
2032C Notes(2)
 2.38% 5.95% 223
 
 211
 211
 223
 
 204
 204
2032D Notes(2)
 3.13% 6.33% 177
 
 159
 159
 177
 
 154
 154
2033E Notes(2)
 1.63% 4.50% 173
 202
 
 202
 176
 
 168
 168
2033F Notes(2)
 2.13% 4.93% 297
 278
 
 278
 297
 
 271
 271
2043G Notes(3)
 3.00% 6.76% 1,025
 
 671
 671
 1,025
 
 657
 657
Other notes 2.13% 2.66% 216
 164
 44
 208
 512
 182
 316
 498
      $11,639
 $1,262
 $9,872
 $11,134
 $10,551
 $756
 $9,154
 $9,910
(1)
Net carrying amount is the principal amount less unamortized debt discount and issuance costs. In addition, the net carrying amount for our 2033E Notes for 2017 included $31 million of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregate principal amount of $16 million.
(2)
Since the closing price of our common stock exceeded 130% of the conversion price per share for at least 20 trading days in the 30 trading day period ended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price of our common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by the holders through December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
(3)
The 2043G Notes have an original principal amount of $820 million that accretes up to $917 million through the expected term in November 2028 and $1.03 billion at maturity in 2043.


Our convertible andAs of September 3, 2020, all of our debt, other senior notesthan our finance leases, are unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and are effectively subordinated to all of our other existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness. As of August 31, 2017,September 3, 2020, Micron had $3.70$6.16 billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of its convertible notes and the 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes, that was structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of our indebtedness generally contain cross payment default and cross acceleration provisions. Micron guarantees certain debt obligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments. Micron'sMicron’s guarantees of its subsidiary debt obligations are unsecured obligations ranking equally in right of payment with all of Micron'sMicron’s other existing and future unsecured indebtedness.


MMJ Creditor Payments

Under the MMJ Companies' corporate reorganization proceedings, which set forth the treatment of the MMJ Companies' pre-petition creditors and their claims, the MMJ Companies were required to pay 200 billion yen, less certain expenses of the


reorganization proceedings and other items, to their secured and unsecured creditors in seven annual installment payments (the "MMJ Creditor Payments"). The MMJ Creditor Payments do not provide for interest and, as a result of our acquisition of the MMJ Companies in 2013, we recorded the MMJ Creditor Payments at fair value. The fair-value discount is accreted to interest expense over the term of the installment payments.

Under the MMJ Companies' corporate reorganization proceedings, the secured creditors of MMJ will recover 100% of the amount of their fixed claims in six annual installment payments through December 2018 and the unsecured creditors will recover at least 17.4% of the amount of their fixed claims in seven annual installment payments through December 2019. The unsecured creditors of MAI were scheduled to be paid in seven installments; however, in connection with our sale of MAI in 2017, the remaining MAI creditor obligations were paid in full. The remaining portion of the unsecured claims of the creditors of MMJ not recovered pursuant to the corporate reorganization proceedings will be discharged, without payment, through December 2019. The following table presents the remaining amounts of MMJ Creditor Payments (stated in Japanese yen and U.S. dollars) and the amount of unamortized discount as of August 31, 2017:
2018 ¥17,675
 $160
2019 27,154
 246
2020 31,762
 289
  76,591
 695
Less unamortized discount (7,075) (64)
  ¥69,516
 $631

Pursuant to the terms of an Agreement on Support for Reorganization Companies that we executed in the fourth quarter of 2012 with the trustees of the MMJ Companies' pending corporate reorganization proceedings, we entered into a series of agreements with the MMJ Companies, including supply agreements, research and development services agreements, and general services agreements, which are intended to generate operating cash flows to meet the requirements of the MMJ Companies' businesses, including the funding of the MMJ Creditor Payments.

Capital Lease Obligations

In 2017, we recorded capital lease obligations aggregating $220 million at a weighted-average effective interest rate of 5.1%, with a weighted-average expected term of ten years. In 2016, we recorded capital lease obligations aggregating $882 million, including $765 million related to equipment sale-leaseback transactions.

2021 MSAC Senior Secured Term Loan

In November 2016, we entered into a five-year variable-rate facility agreement to obtain up to $800 million of financing, collateralized by certain production equipment, and drew $800 million under the facility in 2017. Interest is payable quarterly at a per annum rate equal to three-month LIBOR plus 2.4%. Principal is payable in 16 equal quarterly installments beginning in March 2018. The 2021 MSAC Term Loan contains covenants which are customary for financings of this type, including negative covenants that limit or restrict our ability to create liens or dispose of the equipment securing the facility agreement. The 2021 MSAC Term Loan also contains customary events of default which could result in the acceleration of all amounts to be immediately due and payable. The 2021 MSAC Term Loan is guaranteed by Micron.

2021 MSTW Senior Secured Term Loan

In connection with the Inotera Acquisition, on December 6, 2016, we drew 80 billion New Taiwan dollars under a collateralized, five-year term loan that bears interest at a variable per annum rate equal to the three-month TAIBOR plus a margin of 2.05%. Principal under the 2021 MSTW Term Loan is payable in six equal semi-annual installments from June 2019 through December 2021. The 2021 MSTW Term Loan is collateralized by certain assets, including a real estate mortgage on MTTW's main production facility and site, a chattel mortgage over certain equipment of MTTW, all of the stock of our MSTW subsidiary, and the 82% of stock of MTTW owned by MSTW. The 2021 MSTW Term Loan is guaranteed by Micron.



The 2021 MSTW Term Loan contains affirmative and negative covenants, including covenants that limit or restrict our ability to create liens in or dispose of collateral securing obligations under the 2021 MSTW Term Loan, mergers involving MSTW and/or MTTW, loans or guarantees to third parties by MTTW and/or MSTW, and MSTW's and/or MTTW's distribution of cash dividends. The 2021 MSTW Term Loan also contains financial covenants, which are tested semi-annually, as follows:

MSTW must maintain a consolidated ratio of total liabilities to adjusted EBITDA not higher than 5.5x in 2017 and 2018, and not higher than 4.5x in 2019 through 2021;
MSTW must maintain adjusted consolidated tangible net worth of not less than 4.0 billion New Taiwan dollars in 2017 and 2018, not less than 6.5 billion New Taiwan dollars in 2019 and 2020, and not less than 12.0 billion New Taiwan dollars in 2021;
on a consolidated basis, Micron must maintain a ratio of total liabilities to adjusted EBITDA not higher than 3.5x in 2017, not higher than 3.0x in 2018 and 2019, and not higher than 2.5x in 2020 and 2021; and
on a consolidated basis, Micron must maintain adjusted tangible net worth not less than $9.0 billion in 2017, not less than $12.5 billion in 2018 and 2019, and not less than $16.5 billion in 2020 and 2021.

If MSTW fails to maintain a required financial covenant, the interest rate will be increased by 0.25% until such time as the required financial ratios are maintained. If MSTW's failure continues for two consecutive semi-annual periods, such failure will constitute an event of default that could result in all obligations owed under the loan being accelerated to be immediately due and payable. Micron's failure to maintain a required financial covenant will only result in a 0.25% increase to the interest rate but will not constitute an event of default. The loan also contains customary events of default.

Unsecured Senior Notes


The unsecured notes in the table belowOur 2023 Notes, 2024 Notes, 2026 Notes, 2027 Notes, 2029 Notes, and 2030 Notes (the "“Senior Unsecured Senior Notes"Notes”) each contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our domestic restricted subsidiaries (which are generally domestic subsidiaries in the U.S. in which we own at least 80% of the voting stock)stock and which own principal property, as defined in the indenture governing such notes) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions; and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as defined in the indentures governing our senior unsecured notes, we will be required to offer to purchase such notes at 101% of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Credit Facility

Our credit facility provides for our Revolving Credit Facility and our 2024 Term Loan A, each of which generally bears interest at a rate equal to LIBOR plus 1.25% to 2.00%, depending on our corporate credit ratings or leverage ratio. Under the terms of the credit facility, we must maintain ratios, calculated as of the last day of each fiscal quarter, of total indebtedness to adjusted EBITDA not to exceed 2.75 to 1.00 and adjusted EBITDA to net interest expense of not less than 3.50 to 1.00.

61 | 2020 10-K



As of September 3, 2020, borrowings under the credit facility were unsecured; however, a security interest may be automatically instated upon a decline below a certain level in our corporate credit rating. If the security interest is instated, any amounts drawn under the credit agreement would be collateralized by substantially all of the assets of Micron and MSP, subject to certain permitted liens. The credit agreement contains other covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured indebtedness of our domestic restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease, or leaseotherwise dispose of all or substantially all of our assets, to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.


Cash Redemption at Our OptionRevolving Credit Facility: We have On March 13, 2020, we drew the option$2.50 billion available under our Revolving Credit Facility and on April 24, 2020, we repaid the $2.50 billion. As of September 3, 2020, no amounts were outstanding under the Revolving Credit Facility and $2.50 billion was available to redeemus. Any amounts outstanding under the Unsecured Senior Notes.Revolving Credit Facility would mature in July 2023 and we may repay amounts borrowed any time without penalty. The applicable redemption price will be determined as follows:
Maturity Date
Redemption Period
Requiring Payment of:
Redemption of up to 35% of Original Principal Amount Using Cash Proceeds From an Equity Offering(3)
Make-Whole(1)
Premium(2)
DateSpecified Price
2023 Notes(4)
Aug 2023Prior to Feb 1, 2018On or after Feb 1, 2018Prior to Feb 1, 2018105.250%
2024 NotesJan 2024Prior to May 1, 2018On or after May 1, 2018Prior to May 1, 2018105.250%
2025 NotesFeb 2025Prior to Aug 1, 2019On or after Aug 1, 2019N/AN/A
2026 NotesJan 2026Prior to May 1, 2020On or after May 1, 2020N/AN/A
(1)
If we redeem prior to the applicable date, the redemption price is principal plus a make-whole premium as described in the applicable indenture.
(2)
If we redeem on or after the applicable date, the redemption price is principal plus a premium which declines over time as specified in the applicable indenture.
(3)
If we redeem prior to the applicable date with net cash proceeds of one or more equity offerings, the redemption price is equal to the amount specified above, together with accrued and unpaidRevolving Credit Facility bears interest subject to a maximum redemption of 35% of the aggregate original principal amount of the respective series of notes being redeemed. The 2025 Notes and 2026 Notes can not be redeemed with cash proceeds from an equity offering because the principal amount outstanding as of August 31, 2017 of such notes is less than 65% of the original principal amount issued.
(4)
In the first quarter of 2018, we issued a notice to redeem our 2023 Notes. See "Debt Repurchases and Conversions" below.

Senior Secured Borrowings

2022 Senior Secured Term Loan B: In April 2016, we issued $750 million in principal amount of 2022 Term Loan B notes due April 2022. Interest was payable at a rate equal to LIBOR plus 6.00%. In April 20171.25% based on our current corporate credit rating and October 2016, we amended ourleverage ratio.



20222024 Term Loan B, substantially all of which was treated as a debt modification, to reduceA: On October 30, 2019, we drew the interest rate margins, and as of August 31, 2017, the 2022$1.25 billion available under our 2024 Term Loan B generally bears interest at LIBOR plus 2.50%. We may elect to convert outstanding term loans to other variable-rate indexes.A credit facility. Principal payments are due quarterlyannually in an amount equal to 0.25%5.0% of the initial aggregate principal amount with the balance due at maturity and may be prepaid without penalty. Interest is payable at least quarterly.

2023 Senior Secured Notes: In April 2016, we issued $1.25 billion in principal amount of 2023 Secured Notes due September 2023. In the first quarter of 2018, we issued notices to redeem our 2023 Secured Notes. See "Debt Repurchases and Conversions" below.

Senior Secured Borrowings Collateral and Covenants:October 2024. The 20222024 Term Loan BA facility bears interest at a rate equal to LIBOR plus 1.25% based on our current corporate credit rating and 2023 Secured Notes are collateralized by substantially all of the assets of Micron and MSP, a subsidiary of Micron, subject to certain permitted liens on such assets. Included in our consolidated balance sheet as of August 31, 2017 were $6.22 billion of assets which collateralize these notes. The 2022 Term Loan B and 2023 Secured Notes are structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that do not guarantee these debt obligations. MSP guarantees both of these notes.leverage ratio.


The 2022 Term Loan B and 2023 Secured Notes each contain covenants that, among other things, limit, in certain circumstances, the ability of Micron and/or its domestic restricted subsidiaries to (1) create or incur certain liens and enter into sale-leaseback financing transactions; (2) in the case of domestic restricted subsidiaries, create, assume, incur, or guarantee additional indebtedness; and (3) in the case of Micron, consolidate or merge with or into, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets to another entity. These covenants are subject to a number of limitations, exceptions, and qualifications.
2032D Convertible Senior Notes


  
Holder Put
Date
(1)
 Maturity Date Conversion Price Per Share 
Conversion Price Per Share Threshold(2)
 Underlying Shares of Common Stock 
Conversion Value in Excess of Principal(3)
 
Principal
Settlement
Option(4)
2032C Notes May 2019 May 2032 $9.63
 $12.52
 23
 $519
 Cash and/or shares
2032D Notes May 2021 May 2032 9.98
 12.97
 18
 390
 Cash and/or shares
2033E Notes(5)
 Feb 2018 Feb 2033 10.93
 14.21
 16
 332
 Cash
2033F Notes(5)
 Feb 2020 Feb 2033 10.93
 14.21
 27
 572
 Cash
2043G Notes Nov 2028 Nov 2043 29.16
 37.91
 35
 99
 Cash and/or shares
          119
 $1,912
  
(1)
Debt discount and debt issuance costs are amortized through the earliest holder put date.
(2)
Represents 130% of the conversion price per share. If the trading price of our common stock price exceeds such threshold for a specified period, holders may convert such notes. See "Conversion Rights" below.
(3)
Based on the trading price of our common stock of $31.97 as of August 31, 2017.
(4)
It is our current intent to settle in cash the principal amount of our convertible notes upon conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of our convertible notes are considered in diluted earnings per share under the treasury stock method. For each of our convertible notes, we may elect to settle any amounts in excess of the principal in cash, shares of our common stock, or a combination thereof.
(5)
Holders of the 2033E Notes and 2033F Notes may also put their notes to us on February 15, 2023.

Conversion Rights: Holders of our convertible notesthe 2032D Notes may convert their notesthem under the following circumstances: (1) if the notes are called for redemption; (2) during any calendar quarter if the closing price of our common stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of the conversion price (see "Conversion Price Per Share Threshold" in the table above)(approximately $12.97 per share); (3) if the trading price of the notes2032D Notes is less than 98% of the product of the closing price of our common stock and the conversion rate of the notes during the periodsperiod specified in the indentures;indenture; (4) if specified distributions or corporate events occur, as set forth in the indenture for the notes; or (5) during the last three months prior to the maturity date of the notes. For the calendar quarter ended September 30, 2017, theat any time on or after February 1, 2032.

The closing price of our common stock exceeded 130% of the conversion price for our 2032the 2032D Notes and 2033 Notes; therefore, those notesfor at least 20 trading days in the 30 consecutive trading days ending on September 30, 2020. As a result, the 2032D Notes are convertible by the holders through December 31, 2017.

In August 2017, holders2020. As of September 3, 2020, the $46.33 trading price of our 2033Ecommon stock was higher than the conversion price of our 2032D Notes with anand, as a result, the aggregate conversion value of $620 million exceeded the aggregate principal amount of $58$134 million convertedby $486 million. It is our current intent to settle in cash the principal amount of our 2032D Notes upon conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of our 2032D Notes are considered in diluted earnings per share under the treasury stock method. We may elect to settle any amounts in excess of the principal in cash, shares of our common stock, or a combination thereof.

Cash Redemption at Our Option: We may redeem for cash the 2032D Notes if the volume weighted average price of our common stock has been at least 130% of the conversion price (approximately $12.97 per share) for at least 20 trading days during any 30 consecutive trading day period. The redemption price will equal the principal amount plus accrued and unpaid interest. If we redeem the 2032D Notes prior to May 4, 2021, we will also pay a make-whole premium in cash equal to the present value of the remaining scheduled interest payments from the redemption date to May 4, 2021.

Cash Repurchase at the Option of the Holders: Holders of our 2032D Notes have the right to require us to repurchase for cash all or a portion of the notes on May 1, 2021. As a result, our 2032D Notes are classified as current liabilities as of September 3, 2020. Debt discount and issuance costs are amortized through the holder put date. The repurchase price would equal the principal amount plus accrued and unpaid interest. Also, upon a change in control or a termination of trading, as defined in the indenture, holders of our 2032D Notes may require us to repurchase for cash all or a portion of their notes at a repurchase price equal to the principal amount plus accrued and unpaid interest.


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Other: Interest expense for all our convertible notes consisted of contractual interest of $4 million, $21 million, and $44 million for 2020, 2019, and 2018, respectively, and amortization of discount and issuance costs of $4 million, $14 million, and $32 million for 2020, 2019, and 2018, respectively. As of September 3, 2020 and August 29, 2019, the carrying amounts of the equity components of our convertible notes, which are included in additional capital, were settled$27 million and $29 million, respectively.

IMFT Member Debt

In connection with our purchase of Intel’s noncontrolling interest in IMFT on October 31, 2019, we extinguished the remaining IMFT Member Debt as a component of the cash consideration paid to Intel for their interest in IMFT and recognized a non-operating gain of $72 million for the difference between the $505 million of cash consideration allocated to the extinguishment of IMFT Member Debt and its $577 million carrying value. (See “Equity – Noncontrolling Interest in Subsidiary” for the cash consideration allocated to the repurchase of noncontrolling interest.) Prior to our acquisition of Intel’s interests in IMFT, IMFT repaid to Intel $116 million of IMFT Member Debt in the first quarter of 2018. For converted2020.

Debt Activity

The table below presents the effects of issuances, prepayments, and conversions of debt in 2020. When we receive a notice of conversion for any of our convertible notes with an aggregate principaland elect to settle in cash any amount of $16 million, we


elected to settle the conversion obligation in excess of the principal amount, in cash. We elected to settle the remaining notes with an aggregate principal amount of $42 million with a combination of cash for the principal amount and shares of our common stock for the remainder of the settlement amount. As a result of our election to settle all amounts due upon conversion in cash for some of these notes, such settlement obligations becamebecome derivative debt liabilities subject to mark-to-market accounting treatment based on the volume-weighted-average price of our common stock over a period of 20 consecutive trading days. Accordingly, at the datesdate of our electionselection to settle the conversionsa conversion in cash, we reclassifiedreclassify the fair valuesvalue of the equity components of eachcomponent of the converted notes from additional capital to derivative debt liabilitiesliability within current debt in our consolidated balance sheet. The net carrying amount for 2017 included $31 million for the fair values

Increase (Decrease) in PrincipalIncrease (Decrease) in Carrying ValueIncrease (Decrease) in CashDecrease in EquityGain (Loss)
Issuances
Revolving Credit Facility$2,500 $2,493 $2,500 $— $— 
2023 Notes(1)
1,250 1,245 1,245 — — 
2024 Term Loan A1,250 1,248 1,248 — — 
Prepayments
Revolving Credit Facility(2,500)(2,493)(2,500)— 
IMFT Member Debt(693)(693)(621)— 72 
2025 Notes(519)(516)(534)— (18)
Settled conversions
2033F Notes(2)
(62)(196)(266)(56)(14)
$1,226 $1,088 $1,072 $(56)$40 
(1)Issued April 24, 2020 and due April 24, 2023.
(2)On March 27, 2020, we notified holders of our 2033F Notes that we would redeem all of the derivativeoutstanding 2033F Notes on May 5, 2020. Holders could elect to convert these notes through May 4, 2020, at a conversion rate of 91.4808 shares of our common stock per $1,000 of principal amount. In connection with our notice, we made an irrevocable election to settle any conversions in cash. Holders converted all of the 2033F Notes and on May 5, 2020, we paid $64 million to settle the conversions.

In 2019, we recognized aggregate non-operating losses of $396 million in connection with debt liabilities asprepayments, repurchases, and conversions of $1.80 billion of principal amount of notes (carrying value of $1.60 billion) for an aggregate of $2.38 billion in cash. As of August 31, 2017. The 20 consecutive trading day period ended29, 2019, an aggregate of $44 million principal amount of our 2033F Notes (with a carrying value of $179 million) had converted but not settled. These notes settled in the first quarter of 2018, and we settled the conversion2020 for $92$192 million in cash and 3the effect of the settlement is included in the table above.

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In 2018, we recognized aggregate non-operating losses of $385 million in connection with debt prepayments, repurchases, and conversions of $6.96 billion of principal amount of notes (carrying value of $6.93 billion) for an aggregate of $9.42 billion in cash and 4 million shares of our treasury stock.

Cash Redemption at Our Option: We may redeem our convertible notes under the circumstances listed in the table below. The redemption price for the notes will equal the principal amount at maturity, or the accreted principal amount in the case of the 2043G Notes redeemed on or after November 20, 2018, plus accrued and unpaid interest.
Conditional Redemption Period
at Our Option(1)
Unconditional Redemption Period
at Our Option
Redemption Period Requiring
Make-Whole
2032C NotesOn or after May 1, 2016On or after May 4, 2019
Prior to May 4, 2019(2)
2032D NotesOn or after May 1, 2017On or after May 4, 2021
Prior to May 4, 2021(2)
2033E NotesN/AOn or after Feb 20, 2018N/A
2033F NotesN/AOn or after Feb 20, 2020N/A
2043G NotesPrior to Nov 20, 2018On or after Nov 20, 2018
Prior to Nov 20, 2018(3)
(1)
We may redeem for cash on or after the applicable dates if the volume weighted average price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period.
(2)
If we redeem prior to the applicable date, we will pay a make-whole premium in cash equal to the present value of the remaining scheduled interest payments from the redemption date to May 4, 2019 for the 2032C Notes and to May 4, 2021 for the 2032D Notes.
(3)
If we redeem prior to the applicable date, we will be required to pay a make-whole premium only if, as a result of our redemption notice, holders convert their notes. The make-whole premium will be based on the price of our common stock and the conversion date, as set forth in the indenture, and is payable at our election in cash and/or shares.

Cash Repurchase at the Option of the Holders: We may be required by the holders of our convertible notes to repurchase for cash all or a portion of the notes on the "Holder Put Date" listed in the table above. The repurchase price would equal the principal amount, or the accreted principal amount in the case of the 2043G Notes, plus accrued and unpaid interest. Also, upon a change in control or a termination of trading, as defined in the respective indentures, holders of our convertible notes may require us to repurchase for cash all or a portion of their notes.

Other: Interest expense for our convertible notes consisted of contractual interest of $51 million, $51 million, and $59 million for 2017, 2016, and 2015, respectively and amortization of discount and issuance costs of $37 million, $36 million, and $42 million for 2017, 2016, and 2015, respectively. As of August 31, 2017 and September 1, 2016, the carrying amounts30, 2018, an aggregate of the equity components of our convertible notes, which are included in additional capital in the accompanying consolidated balance sheets, were $287 million and $308 million, respectively.

Available Revolving Credit Facility

We have a senior secured revolving credit facility that expires in 2020, under which we can draw up to the lesser of $750 million or 80% of the net outstanding balance of certain trade receivables, as defined in the facility agreement. Any amounts drawn are collateralized by a security interest in such trade receivables. The credit facility contains customary covenants and conditions, including as a funding condition the absence of any event or circumstance that has a material adverse effect on certain of our operations, assets, prospects, business, or condition, and including negative covenants that limit or restrict our ability to create liens on, or dispose of, the collateral underlying the obligations under this facility. Interest is payable on any outstanding principal balance at a variable rate equal to the LIBOR plus an applicable margin ranging between 1.75% to 2.25%, depending upon the utilized portion of the facility. As of August 31, 2017, there were no outstanding amounts drawn under this facility and $750 million was available for us to draw.



Debt Repurchases and Conversions

On October 12, 2017, subsequent to the end of 2017, we issued a notice to redeem $438 million of principal amount of our 2023 Secured Notes on November 13, 2017 for $470 million in cash, excluding accrued and unpaid interest. The amount redeemed represents 35% of the original principal amount of the 2023 Secured Notes issued and will be settled with proceeds from our common stock issuance in October 2017. On October 17, 2017, we issued a notice to redeem the remaining $812 million of principal amount of our 2023 Secured Notes on November 16, 2017 for approximately $885 million, excluding accrued and unpaid interest. Additionally, on October 17, 2017, we issued a notice to redeem all of our 2023 Notes on November 16, 2017 for approximately $1.05 billion in cash, excluding accrued and unpaid interest. In connection with these redemptions, we expect to recognize non-operating losses of approximately $170 million in the first quarter of 2018.

In 2017, we repurchased $631 million of principal amount of our 2025 Notes (carrying value of $625 million), repurchased $321 million of principal amount of our 2026 Notes (carrying value of $318 million), and redeemed $600$35 million principal amount of our 20222033F Notes (carrying value of $592 million) for an aggregate of $1.63 billion in cash. In connection with the transactions, we recognized aggregate non-operating losses of $94 million in 2017.

In 2016, we repurchased $57 million of principal amount of our 2033E Notes (carrying value of $54 million) for $94 million in cash. The liability and equity components of the repurchased notes had previously been stated separately within debt and equity in our consolidated balance sheet. As(with a result, the repurchase decreased the carrying value of debt by $54$165 million) had converted but not settled. These notes settled in 2019 for $153 million and equity by $38 million.

In 2015, we consummated a number of transactions to restructure our debt, including repurchases, conversions and settlements of convertible notes,in cash and the early repayment of a note. As a result, $489 million of aggregate principal amount of our convertible notes was settled for $1.43 billion in cash. The liability and equity componentseffect of the repurchased convertible notes had previously been stated separately within debt and equitysettlement is included in our consolidated balance sheet. As a result, the repurchases, conversions and settlements decreasedamounts in the carrying value of debt by $686 million (including $275 million for the fair value of our derivative debt liability to settle the conversions entirely in cash) and equity by $691 million. In connection with these transactions, we recognized aggregate non-operating losses of $49 million.paragraph above.


Maturities of Notes Payable and Future Minimum Lease Payments


As of August 31, 2017,September 3, 2020, maturities of notes payable (including the MMJ Creditor Payments) and future minimum lease payments under capital lease obligations were as follows:
2021$197 
202263 
20231,313 
2024662 
20251,000 
2026 and thereafter2,950 
Unamortized discounts(28)
$6,157 
  Notes Payable Capital Lease Obligations
2018 $641
 $402
2019 1,166
 334
2020 1,727
 229
2021 1,269
 97
2022 1,204
 62
2023 and thereafter 4,365
 227
Unamortized discounts and interest, respectively (428) (161)
  $9,944
 $1,190






Commitments


As of August 31, 2017,September 3, 2020, we had commitments of approximately $1.10$5.2 billion for purchase obligations, a substantial majority of which will be due within one year. Purchase obligations include payments for the acquisition of property, plant, and equipment. Weequipment, and other goods or services of either a fixed or minimum quantity and exclude any lease certain facilities and equipment under operatingpayments for leases for which expense was $52 million, $46 million, and $48 million for 2017, 2016, and 2015, respectively. Minimum future operating lease commitments as of August 31, 2017 were as follows:that have been executed but have not yet commenced.

2018 $29
2019 28
2020 23
2021 19
2022 17
2023 and thereafter 38
  $154



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


Patent Matters


As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights.


On August 12, 2014, MLC Intellectual Property, LLC filed a patent infringement action against Micron in the U.S. District Court for the Northern District of California. The complaint alleges that Micron infringes a single U.S. patent and seeks damages, attorneys’ fees, and costs.

On November 21, 2014, Elm 3DS Innovations, LLC ("Elm"(“Elm”) filed a patent infringement action against Micron; Micron MSP,Semiconductor Products, Inc.; and Micron Consumer Products Group, Inc. in the U.S. District Court for the District of Delaware. On March 27, 2015, Elm filed an amended complaint against the same entities. The amended complaint alleges that unspecified semiconductor products of ours that incorporate multiple stacked die infringe thirteen13 U.S. patents and seeks damages, attorneys'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 eight8 U.S. patents and seeks damages, attorneys'attorneys’ fees, and costs. On August 31, 2018, Micron was served with a complaint filed by IMS in Shenzhen Intermediate People’s Court in Guangdong Province, China. On

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November 12, 2019, IMS filed an amended complaint in the same court. The amended 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 and costs of 21 million Chinese yuan. On August 4, 2020, the China National Intellectual Property Administration ruled invalid each of the asserted claims in the Chinese patent matter. On August 17, 2020, IMS withdrew its complaint filed in Shenzhen Intermediate People’s Court.

On June 24, 2016,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 PresidentFuzhou 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 FellowsMSS 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 Harvard Universitythe 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 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 the accused products in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages for each complaint of 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages of 98 million Chinese yuan plus court fees incurred. On October 9, 2018, UMC withdrew its complaint that alleged MSS infringed a Chinese patent by 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 Ballistix-branded DRAM modules and solid-state drives in China. The affected products made up slightly more than 1% of our annualized revenue in 2018. We are complying with the ruling and have requested the Fuzhou Court to reconsider or stay its decision.

On May 4, 2020, Flash-Control, LLC (“Flash-Control”) filed a patent infringement action against Micron in the U.S. District Court for the Western District of Massachusetts.Texas. The complaint alleges that a variety of our DRAM products infringe two4 U.S. patents are infringed by unspecified DDR4 SDRAM, NVRDIMM, NVDIMM, 3D XPoint, and/or SSD products that incorporate memory controllers and flash memory. The complaint seeks damages, injunctive relief,attorneys’ fees, and other unspecified relief.costs.


Among other things, the above lawsuits pertain to certainsubstantially all of our DDR DRAM, DDR2 DRAM, DDR3 DRAM, DDR4 DRAM, SDR SDRAM, PSRAM, RLDRAM, LPDRAM, NAND, and certain other memory and storage products we manufacture, which account for a significant portionsubstantially all of our net sales.revenue.

We are unable to predict the outcome of assertions of infringement made against us and therefore cannot estimate the range of 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 to make 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.


Qimonda


On January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda'sQimonda’s insolvency proceedings, filed suit against Micron and Micron 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'sQimonda’s shares of Inotera (the


"Inotera Shares" “Inotera Shares”), representing approximately 18% of Inotera'sInotera’s outstanding shares as of August 31, 2017,at that time, and seeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among
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other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement.


Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose 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'sQimonda’s claims against Micron for any damages relating to the joint venture relationship with Inotera; and (5) determining that Qimonda'sQimonda’s obligations under the patent cross-license agreement are canceled. In addition, the court issued interlocutory judgments ordering, among other things: (1) that Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. from ownership of the Inotera Shares. The interlocutory judgments havehad no immediate, enforceable effect on us, and Micron, accordingly, we expect to behas been able to continue to operate with full control of the Inotera Shares subject to further developments in the case. We haveOn April 17, 2014, Micron and Micron B.V. filed a notice of appeal with the German Appeals Court challenging the District Court’s decision. After opening briefs, the Appeals Court held a hearing on the matter on July 9, 2015, and thereafter appointed an independent expert to perform an evaluation of Dr. Jaffé’s claims that the amount Micron paid for Qimonda was less than fair market value. On January 25, 2018, the court-appointed expert issued a report concluding that the amount paid by Micron was within an acceptable fair-value range. The Appeals Court held a subsequent hearing on April 30, 2019, and on May 28, 2019, the Appeals Court remanded the case to the expert for supplemental expert opinion. On March 31, 2020, the expert presented a revised opinion to the Appeals Court which reaffirmed the earlier view that the amount paid by Micron was still within an acceptable range of fair value.

Antitrust Matters

On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District of California. Subsequently, 2 substantially identical cases were filed in the same court. The lawsuits purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. On September 3, 2019, the District Court granted Micron’s motion to dismiss and allowed plaintiffs the opportunity to file a consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated amended complaint that purports to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint asserts claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 to at least February 1, 2018, and seeks treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief.

On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the Northern District of California. Subsequently, 4 substantially identical cases were filed in the same court. On October 28, 2019, the plaintiffs filed a consolidated, amended complaint. The consolidated complaint purports to be on behalf of a nationwide class of direct purchasers of DRAM products. The consolidated complaint asserts claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 through at least February 1, 2018, and seeks treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief.

Additionally, 6 cases have been filed in the following Canadian courts: Superior Court of Quebec, the Federal Court of Canada, the Ontario Superior Court of Justice, and the Supreme Court of British Columbia. The substantive allegations in these cases are similar to those asserted in the cases filed in the United States.

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

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Securities Matters

On January 23, 2019, a complaint was filed against Micron and two of our officers, Sanjay Mehrotra and David Zinsner, in the U.S. District Court for the Southern District of New York. The lawsuit purported to be brought on behalf of a class of purchasers of our stock during the period from June 22, 2018 through November 19, 2018. Subsequently 2 substantially similar cases were filed in the same court adding one of our former officers, Ernie Maddock, as a defendant and alleging a class action period from September 26, 2017 through November 19, 2018. The separate cases were joined, and a consolidated amended complaint was filed on June 15, 2019. The consolidated amended complaint alleged that defendants committed securities fraud through misrepresentations and omissions about purported anticompetitive behavior in the DRAM industry and sought compensatory and punitive damages, fees, interest, costs, and other appropriate relief. On October 2, 2019, the parties have submitted briefsa joint stipulation to dismiss the complaint. The Court approved the stipulation and dismissed the complaint on October 3, 2019.

On March 5, 2019, a derivative complaint was filed by a shareholder in the U.S. District Court for the District of Delaware, based on similar allegations to the appeals court.securities fraud cases, allegedly on behalf of and for the benefit of Micron, against certain current and former officers and directors of Micron for alleged breaches of their fiduciary duties and other violations of law. The complaint seeks damages, fees, interest, costs, and other appropriate relief. Similar shareholder derivative complaints were subsequently filed in the U.S. District Court for the District of Delaware and the U.S. District Court for the District of Idaho. On November 20, 2019, the plaintiff in the second action filed in the U.S. District Court for the District of Delaware voluntarily dismissed his complaint. On November 21, 2019, the plaintiff voluntarily dismissed his complaint that was filed in the U.S. District Court for the District of Idaho.


We are unable to predictOther

On December 5, 2017, Micron filed a complaint against UMC and Jinhua in the outcomeU.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 matterRacketeer Influenced and therefore cannot estimateCorrupt Organizations Act, and California’s Uniform Trade Secrets Act by misappropriating Micron’s trade secrets and other misconduct. Micron’s complaint seeks damages, restitution, disgorgement of profits, injunctive relief, and other appropriate relief.

On June 13, 2019, current Micron employee Chris Manning filed a putative class action lawsuit on behalf of Micron employees subject to the Idaho Wage Claim Act who earned a performance-based bonus after the conclusion of 2018 whose performance rating was calculated based upon a mandatory percentage distribution range of possible loss. The final resolutionperformance ratings. On July 12, 2019, Manning and three other Company employees filed an amended complaint as putative class action representatives. On behalf of this lawsuit could result inthemselves and the lossputative class, Manning and the three other plaintiffs assert claims for violation of the Inotera Shares or monetary damages, unspecified damagesIdaho Wage Claim Act, breach of contract, breach of the covenant of good faith and fair dealing, and fraud. On June 24, 2020, the court entered judgment in favor of Micron based on the benefits derived bystatute of limitations, and the plaintiffs filed a notice of appeal on July 23, 2020.

On July 31, 2020, Micron B.V. fromand Intel entered into a binding arbitration agreement under which the ownershipparties agreed to present to an arbitral panel various financial disputes related to the IMFT joint venture between Micron and Intel, which ended October 31, 2019, and to other agreements relating to the joint development, production, and sale of non-volatile memory products. Each party alleges that the Inotera Shares, and/other owes damages relating to allegations of breach of 1 or the termination of the patent cross-license, which could have a material adverse effect on our business, results of operation, or financial condition.more agreements.

Other


In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify the otheranother 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.



We are unable to predict the outcome of the patent matters, Qimonda matter, antitrust matters, securities matter, binding arbitration with Intel, or any other matters noted above, and therefore cannot estimate the range of 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 to make material changes to our products and/or manufacturing processes. Any of the foregoing, as well
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as the resolution of any other legal matter noted above, could have a material adverse effect on our business, results of operations, or financial condition.


Redeemable Convertible NotesNoncontrolling Interest


Under the termsRedeemable noncontrolling interest as of August 29, 2019 reflected 100,000 preferred shares authorized and issued by Micron Semiconductor Asia Operations Pte. Ltd. (“MSAO”) in 2018 for net proceeds of $97 million. Holders of the indentures governingpreferred shares were entitled to receive a cumulative dividend of 7.75% per annum. On August 31, 2020, we redeemed the 2033 Notes, upon conversion, we would be requiredshares for $102 million.


Equity

Micron Shareholders’ Equity

Common Stock Repurchases: Our Board of Directors has authorized the discretionary repurchase of up to pay cash equal$10 billion of our outstanding common stock beginning in 2019. We may purchase shares through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to the lesser of (1) the aggregate principal amount or (2) the conversion valueRule 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 notes being converted. To the extent the conversion value exceeds the principal amount, we could pay cash,best use of available cash. We repurchased 3.6 million shares of common stock, or a combination thereof, at our option, for the amount of such excess. The closing price of our common stock metfor $176 million in 2020 and 66.4 million shares for $2.66 billion in 2019. Through September 3, 2020, we had repurchased an aggregate of $2.84 billion under the thresholds for conversion for the calendar quarter ended June 30, 2017; therefore, the 2033 Notesauthorization. The repurchased shares were convertible by the holdersrecorded as of August 31, 2017. As a result, the 2033 Notes were classified as current debt and the aggregate difference between the principal amount and the carrying value of $21 million was classified as redeemable convertible notes in the accompanying consolidated balance sheet as of August 31, 2017. The closing price of our common stock did not meet the thresholds for the calendar quarter ended June 30, 2016; therefore, the 2033 Notes were not convertible by the holders as of September 1, 2016. Therefore, as of September 1, 2016, the 2033 Notes had been classified as noncurrent debt and the aggregate difference between the principal amount and the carrying value had been classified as additional capital.treasury stock.



Equity

Micron Shareholders' Equity

Common Stock Issuance: In October 2017, subsequent to the end of 2017,2018, we issued 34 million shares of our common stock for $41.00 per share in a public offering, for net proceeds of $1.36 billion, net of underwriting fees and other offering costs.




Common Stock RepurchasesCapped Calls: Our Board has authorized the discretionary repurchase In 2020, we share-settled all outstanding capped calls upon their expiration and received an aggregate of up to $1.25 billion1.7 million shares of our outstanding common stock, in open-market purchases, block trades, privately-negotiated transactions, or derivative transactions. Through 2017,equal to a value of $98 million. In 2018, we had repurchased a total of 49share-settled certain other capped calls upon their expirations, and received 9.2 million shares, for $956 million through open-market transactions pursuantequal to such authorization.a value of $429 million. Amounts received upon settlement were based on volume-weighted-average trading prices of our stock at the expiration dates. The shares received in all periods were recorded as treasury stock. Repurchases are subject to market conditions and our ongoing determination of the best use of available cash.


Treasury Stock: In connection with the Inotera Acquisition, we sold 58 million shares of our common stock to Nanya for $986 million in cash, of which 54 million shares were issued from treasury stock. As a result, in 2017, treasury stock decreased by $1.03 billion while retained earnings decreased by $104 million for the difference between the carrying value of the treasury stock and its $925 million fair value.

Outstanding Capped Calls: We entered into capped call transactions in connection with certain of our convertible notes which are intended to reduce the effect of potential dilution. The capped calls provide for our receipt of cash or shares, at our election, from our counterparties if the trading price of our stock is above strike prices on the expiration dates. As of August 31, 2017, the dollar value of cash or shares that we would receive from our outstanding capped calls upon their expiration dates range from $0, if the trading price of our stock is below strike prices for all capped calls at expiration, to $527 million, if the trading price of our stock is at or above the cap prices for all capped calls. Settlement of the capped calls prior to the expiration dates may be for an amount less than the maximum value at expiration.

The following table presents information related to outstanding capped calls as of August 31, 2017:
Capped Calls 
   Strike Price Weighted-Average Cap Price Underlying Common Shares Value at Expiration
 Expiration Dates    Minimum Maximum
2032C Nov 2016Nov 2017 $9.80
 $15.69
 25
 $
 $147
2032D Nov 2016May 2018 10.16
 15.91
 32
 
 184
2033E Jan 2018Feb 2018 10.93
 14.51
 27
 
 98
2033F Jan 2020Feb 2020 10.93
 14.51
 27
 
 98
          111
 $
 $527

Expiration of Capped Calls: In 2017, we cash-settled and share-settled separate expirations of portions of our capped calls, and received $125 million in cash and 4 million shares (equal to a value of $67 million) based on the volume-weighted trading stock prices at the expiration dates. In 2016 and 2015, we share-settled expirations of portions of our capped calls and received 2 million shares of our stock (equal to a value of $23 million) and 3 million shares of our stock (equal to a value of $50 million), respectively. The shares received in all periods were recorded as treasury stock.

Shareholder Rights Plan: On January 18, 2017, our shareholders approved a Section 382 Rights Agreement (the "Rights Agreement"), under which our shareholders of record as of the close of business on August 1, 2016 received one right for each share of common stock outstanding, which entitles certain shareholders to purchase additional shares of our common stock at a significant discount in the event of certain transactions that may result in an ownership change, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur when the percentage of our ownership by one or more 5% shareholders has increased by more than 50% at any time during the prior three years. Rights will attach to all shares of the Company’s common stock issued prior to the earlier of the rights’ distribution date or expiration date as set forth in the Rights Agreement. Pursuant to the Rights Agreement, if a shareholder (or group) acquires beneficial ownership of 4.99% or more of the outstanding shares of our common stock without prior approval of our Board or without meeting certain customary exceptions, the rights (other than rights held by the acquiring shareholder (or group) and certain related persons) would become exercisable. The Rights Agreement is intended to avoid an adverse ownership change, thereby preserving our current ability to utilize certain net operating loss and credit carryforwards; however, there is no assurance that the Rights Agreement will prevent all transfers that could result in such an ownership change.



Accumulated Other Comprehensive Income (Loss):Changes in accumulated other comprehensive (loss)income by component for the year ended August 31, 2017September 3, 2020 were as follows:
Gains (Losses) on Derivative InstrumentsPension Liability AdjustmentsUnrealized Gains (Losses) on InvestmentsCumulative Foreign Currency Translation AdjustmentTotal
As of August 29, 2019$(1)$$$(1)$
Other comprehensive income before reclassifications51 25 84 
Amount reclassified out of accumulated other comprehensive income(3)(6)(5)
Tax effects(9)(7)(1)(17)
Other comprehensive income (loss)46 15 62 
As of September 3, 2020$45 $19 $$(1)$71 

mu-20200903_g5.jpg68

  Cumulative Foreign Currency Translation Adjustments Gains (Losses) on Derivative Instruments, Net Pension Liability Adjustments Total
As of September 1, 2016 $(49) $2
 $12
 $(35)
Other comprehensive income 27
 15
 4
 46
Amount reclassified out of accumulated other comprehensive income 21
 1
 (1) 21
Tax effects 
 (1) (2) (3)
Other comprehensive income 48
 15
 1
 64
As of August 31, 2017 $(1) $17
 $13
 $29



Noncontrolling InterestsInterest in SubsidiariesSubsidiary


20202019
As ofBalancePercentageBalancePercentage
IMFT$%$889 49 %
As of 2017 2016
  Noncontrolling Interest Balance Noncontrolling Interest Percentage Noncontrolling Interest Balance Noncontrolling Interest Percentage
IMFT $832
 49% $832
 49%
Other 17
 Various
 16
 Various
  $849
   $848
  


IMFT:Since 2006,On October 31, 2019, we have owned 51%purchased Intel’s noncontrolling interest in IMFT, now known as MTU, and IMFT Member Debt for $1.25 billion. In connection therewith, we recognized a $160 million adjustment to equity for the difference between the $744 million of cash consideration allocated to Intel’s noncontrolling interest and its $904 million carrying value. (See “Debt” for the cash consideration allocated to, and extinguishment of, IMFT a joint venture between us and Intel to manufacture memoryMember Debt.)

IMFT manufactured semiconductor products exclusively for its members who share the output of IMFT in proportion to their investment under a long-term supply agreement at prices approximating cost. In 2017,2018, IMFT began to transition its manufacturing from NAND to 3D XPoint memory products. IMFT is governed by a Board of Managers, for which the number of managers appointed by each member varies based on the members' respective ownership interests. The IMFT joint venture agreement extends through 2024 and includes certain buy-sell rights. Through December 2018, Intel can put to us, and from January 2019 through December 2021, we can call from Intel, Intel's interest in IMFT, in either case, for an amount equal to the noncontrolling interest balance attributable to Intel at such time either member exercises its right. If Intel exercises its put right, we can elect to set the closing date of the transaction to be any time within two years following such election by Intel and can elect to receive financing of the purchase price from Intel for one to two years from the closing date. Creditors of IMFT have recourse only to IMFT's assets and do not have recourse to any other of our assets.

IMFT manufactures memory products using designs and technology we develop with Intel. We generally share with Intel the costs of product design and process development activities for NAND and 3D XPoint memory at IMFT and our other facilities. Our R&D expenses were reduced by reimbursements from Intel of $213 million, $205 million, and $224 million for 2017, 2016, and 2015, respectively.

Non-Trade sales primarily consistsdiscontinued production of NAND and subsequent to that time manufactured 3D XPoint memory products manufactured and soldmemory. IMFT sales to Intel were $158 million through IMFTthe date of our purchase of Intel’s noncontrolling interest in 2020, $731 million in 2019, and were $553$507 million $501 million, and $463 million for 2017, 2016, and 2015, respectively.in 2018.





The following table presents the assets and liabilities of IMFT included in our consolidated balance sheets:
As of 2017 2016
Assets    
Cash and equivalents $87
 $98
Receivables 81
 89
Inventories 128
 68
Other current assets 7
 6
Total current assets 303
 261
Property, plant, and equipment, net 1,852
 1,792
Other noncurrent assets 49
 50
Total assets $2,204
 $2,103
     
Liabilities  
  
Accounts payable and accrued expenses $299
 $175
Deferred income 6
 7
Current debt 19
 16
Total current liabilities 324
 198
Long-term debt 75
 66
Other noncurrent liabilities 88
 94
Total liabilities $487
 $358
Amounts exclude intercompany balances that were eliminated in our consolidated balance sheets.

The table below presents IMFT's distributions to and contributions from its members for 2016 and 2015. There were no distributions or contributions for 2017.
For the year ended 2016 2015
IMFT distributions to Micron $36
 $6
IMFT distributions to Intel 34
 6
Micron contributions to IMFT 38
 148
Intel contributions to IMFT 37
 142

Restrictions on Net Assets

As a result of the corporate reorganization proceedings of MMJ initiated in 2012, and for so long as such proceedings continue, MMJ is subject to certain restrictions on dividends, loans, and advances. In addition, the 2021 MSTW Term Loan contains covenants that limit or restrict the ability of MSTW and/or MTTW to distribute cash dividends. Also, our ability to access the cash and other assets of IMFT through dividends, loans, or advances, including to finance our other operations, is subject to agreement by Intel. As a result, our total restricted net assets (excluding intercompany balances and noncontrolling interests) as of August 31, 2017 were $3.65 billion for the MMJ Group, $2.22 billion for MSTW and MTTW, and $885 million for IMFT. As of August 31, 2017, the MMJ Group held cash and equivalents of $580 million, MSTW and MTTW held an aggregate of $56 million, and IMFT held $87 million.


Fair Value Measurements


Accounting standards establish three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

All of our marketable debt and equity investments (excluding equity method investments) were classified as available-for-sale and carried at fair value. In connection with our repurchases of our convertible notes in 2016 and 2015, we determined the fair value of the debt components, as if they were stand-alone instruments, using interest rates for similar nonconvertible debt


issued by entities with credit ratings comparable to ours (Level 2). Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value. The estimated fair valuevalues and carrying valuevalues of our outstanding debt instruments (excluding the carrying value of equity and mezzanine equity components of our convertible notes) were as follows:
20202019
As ofFair
Value
Carrying
Value
Fair
Value
Carrying
Value
Notes and MMJ Creditor Payments$6,710 $6,026 $5,194 $4,937 
Convertible notes634 131 852 323 
As of 2017 2016
  
Fair
Value
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
Notes and MMJ Creditor Payments$8,793
 $8,423
 $7,257
 $7,050
Convertible notes 3,901
 1,521
 2,408
 1,454


The fair values of our convertible notes were determined based on Level 2 inputs, that were observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our convertible notes when available, our stock price, and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2).ours. The fair values of our other debt instruments were estimated based on Level 2 inputs, including discounted cash flows, using inputs that were observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our notes when available, and interest rates based on similar debt issued by parties with credit ratings similar to oursours.

Other operating (income) expense, net included unrealized losses primarily from semiconductor equipment held for sale of $71 million and $82 million in 2020 and 2019, respectively. The fair values were based on quotations obtained from equipment dealers, which consider the remaining useful life and configuration of the equipment (Level 2)3). Assets held for sale were not significant as of the end of either period reported.




69 | 2020 10-K



Derivative Instruments


Gross Notional AmountFair Value of
Assets(1)
Liabilities(2)
As of September 3, 2020
Derivative instruments with hedge accounting designation
Cash flow currency hedges$1,845 $41 $(2)
Derivative instruments without hedge accounting designation
Non-designated currency hedges1,587 (1)
$45 $(3)
As of August 29, 2019
Derivative instruments with hedge accounting designation
Cash flow currency hedges$146 $$
Derivative instruments without hedge accounting designation
Non-designated currency hedges1,871 (9)
Convertible notes settlement obligation(3)
(179)
(188)
$$(188)
(1)Included in receivables – other and other noncurrent assets.
(2)Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations.
(3)As of August 29, 2019, the notional amount of settlement obligation for notes that had been converted was 4 million shares of our common stock.

Derivative Instruments with Hedge Accounting Designation

We use derivative instrumentsutilize currency forward contracts that generally mature within two years to managehedge our exposure to changes in currency exchange rates. Currency forward contracts are measured at fair value based on market-based observable inputs including currency exchange spot and forward rates, from our monetary assetsinterest rates, and liabilities denominated in currencies other than the U.S. dollar.credit-risk spreads (Level 2). We do not use derivative instruments for speculative purpose.purposes.


Cash Flow Hedges: We utilize cash flow hedges for our exposure from changes in currency exchange rates for certain capital expenditures and manufacturing costs. We recognized gains of $51 million and losses of $3 million and $17 million for 2020, 2019, and 2018, respectively, in accumulated other comprehensive income from cash flow hedges. The reclassifications from accumulated other comprehensive income to earnings were not significant in 2020, 2019, or 2018. As of September 3, 2020, we expect to reclassify $24 million of pre-tax gains related to cash flow hedges from accumulated other comprehensive income into earnings in the next 12 months.

Derivative Instruments without Hedge Accounting Designation


Currency Derivatives: To hedge our exposures of monetary assets and liabilities to changes in currency exchange rates, weWe generally utilize a rolling hedge strategy with currency forward contracts that mature within nine months. In addition,three months to mitigate the riskhedge our exposures of the yen strengthening against the U.S. dollar with respect to our MMJ Creditor Payments duemonetary assets and liabilities from changes in December 2017 and 2018, we have forward contracts to purchase 18 billion yen in December 2017 and 28 billion yen in December 2018.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. Currency forward contracts are valued at fair values based on the middle of bid and ask prices of dealers or exchange quotations (Level 2). Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense), net. For derivative instruments

mu-20200903_g5.jpg70



without hedge accounting designation, we recognized gains of $21 million, and losses of $32 million and $38 million for 2020, 2019, and 2018, respectively.

Convertible Notes Settlement Obligations:

In August 2017, holders of our certain of our 2033E Notes converted their notes. For converted notes with an aggregate principal amount of $16 million, we elected to settle the conversion obligation in excess of the principal amount in cash. As a result, those settlement obligations became derivative debt liabilitiesassociated with our convertible notes subject to mark-to-market accounting treatment, based on the volume-weighted-average price of our common stock over a period of 20 consecutive trading days. The fair values of the underlying derivative settlement obligations were initially determined using the Black-Scholes option valuation model (Level 2), which requires inputs of stock price, expected stock-price volatility, estimated option life, risk-free interest rate, and dividend rate. The subsequent measurements and final settlementmeasurement amounts of our convertible notes settlement obligations were based on the volume-weighted-average trading price of our common stock price (Level 1)2). Changes in fair values(See “Debt.”) We recognized losses of the derivative settlement obligations were included$14 million, $58 million, and $124 million for 2020, 2019 and 2018, respectively, in other non-operating income (expense), net.



Total notional amounts and gross fair valuesnet for derivative instruments without hedge accounting designation were as follows:
  
Notional Amount(1)
 Fair Value of
Current Assets(2)
 
Current Liabilities(3)
 
Noncurrent Assets(4)
As of August 31, 2017        
Currency forward contracts        
New Taiwan dollar $2,921
 $22
 $(2) $
Yen 1,209
 5
 
 1
Euro 368
 5
 (2) 
Singapore dollar 324
 1
 
 
Other 25
 1
 (1) 
  $4,847
 
 
  
         
Convertible notes settlement obligation 2
 
 (47) 
    $34
 $(52) $1
         
As of September 1, 2016        
Currency forward contracts        
Yen $1,668
 $
 $(10) $
Euro 93
 
 
 
Singapore dollar 206
 
 
 
Other 85
 
 (1) 
  $2,052
 $
 $(11) $
(1)
Notional amounts of forward contracts in U.S. dollars and convertible notes settlement obligations in shares.
(2)
Included in receivables – other.
(3)
Included in accounts payable and accrued expenses – other for forward contracts and in current debt for convertible notes settlement obligations.
(4)
Included in other noncurrent assets.

Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the change in the underlying monetary assets and liabilities due to changes in currency exchange rates are included in other non-operating income (expense). For derivative instruments without hedge accounting designation, recognized gains (losses) were as follows:
For the year ended 2017 2016 2015
Foreign exchange contracts $(45) $185
 $(64)
Convertible notes settlement obligations (2) 
 7

Derivative Instruments with Cash Flow Hedge Accounting Designation

Currency Derivatives: We may utilize currency forward contracts that generally mature within 12 months to hedge our exposure to changes in cash flows from changes in currency exchange rates for certain capital expenditures. 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).



For derivative instruments designated as cash flow hedges, the effective portion of the realized and unrealized gain or loss on the derivatives is included as a component of accumulated other comprehensive income (loss). Amounts in accumulated other comprehensive income (loss) are reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. The ineffective and excluded portion of the realized and unrealized gain or loss is included in other non-operating income (expense). Total notional amounts and gross fair values for derivative instruments with cash flow hedge accounting designation were as follows:settlement obligations.
  Notional Amount (in U.S. Dollars) Fair Value
  
Current Assets(1)
 
Current Liabilities(2)
As of August 31, 2017      
Yen $258
 $4
 $
Euro 198
 13
 
  $456
 $17

$
As of September 1, 2016  
    
Yen $107
 $2
 $(1)
Euro 65
 
 (1)
  $172
 $2

$(2)
(1)
Included in receivables – other.
(2)
Included in accounts payable and accrued expenses – other.

We recognized gains of $15 million and $10 million, and losses of $10 million, for 2017, 2016, and 2015, respectively, in accumulated other comprehensive income (loss) from the effective portion of cash flow hedges. Neither the ineffective portions of cash flow hedges recognized in other non-operating income (expense) nor the reclassifications from accumulated other comprehensive income (loss) to earnings were material in 2017, 2016, or 2015. The amounts from cash flow hedges included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings in the next 12 months were not material.


Derivative Counterparty Credit Risk and Master Netting Arrangements


Our derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms of 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 September 3, 2020 and August 31, 2017 and September 1, 2016,29, 2019, amounts netted under our master netting arrangements were not material.




Equity Plans


As of August 31, 2017, 101September 3, 2020, 90 million shares of our common stock were available for future awards under our equity plans.plans, including 26 million shares approved for issuance under our employee stock purchase plan (“ESPP”).



Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)


As of September 3, 2020, there were 17 million shares of Restricted Stock Awards outstanding, 15 million of which contained only service conditions. For service-based Restricted Stock Awards, restrictions generally lapse in one-fourth or one-third increments during each year of employment after the grant date. Restrictions lapse on Restricted Stock granted in 2020 with performance or market conditions over a three-year period if conditions are met. At the end of the performance period, the number of actual shares to be awarded will vary between 0% and 200% of target amounts, depending upon the achievement level. Restricted Stock Awards activity for 2020 is summarized as follows:
Number of SharesWeighted-Average Grant Date Fair Value Per Share
Outstanding as of August 29, 201916 $34.72 
Granted46.44 
Restrictions lapsed(6)29.34 
Canceled(1)40.59 
Outstanding as of September 3, 202017 42.13 

For the year ended202020192018
Restricted stock award shares granted894
Weighted-average grant-date fair value per share$46.44 $41.11 $42.48 
Aggregate vesting-date fair value of shares vested$294 $248 $259 

71 | 2020 10-K



Employee Stock Purchase Plan

Our ESPP was offered to substantially all employees beginning in August 2018 and permits eligible employees to purchase shares of our common stock through payroll deductions of up to 10% of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of 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:
For the year ended202020192018
Weighted-average grant-date fair value per share$14.24 $11.60 $14.55 
Average expected life in years0.50.50.5
Weighted-average expected volatility45.0 %45.0 %43.0 %
Weighted-average risk-free interest rate0.8 %2.2 %2.2 %
Expected dividend yield0.0 %0.0 %0.0 %

Under the ESPP, employees purchased 3 million shares of common stock for $118 million in 2020 and 3 million shares for $95 million in 2019.

Stock Options


OurAs of September 3, 2020, there were 7 million stock options outstanding, which are generally exercisable in increments of either one-fourth or one-third per year beginning one year from the date of grant. Stock options issued after February 2014 expire eight8 years from the date of grant. Options issued prior to February 2014 expire six years from the date of grant. Option activity for 2017 is summarized as follows:
  Number of Shares Weighted-Average Exercise Price Per Share 
Weighted-Average Remaining Contractual Life
(In Years)
 Aggregate Intrinsic Value
Outstanding as of September 1, 2016 42
 $16.37
    
Granted 8
 19.61
    
Exercised (14) 10.17
    
Canceled or expired (3) 22.55
    
Outstanding as of August 31, 2017 33
 19.32
 4.4 $438
         
Exercisable as of August 31, 2017 17
 $17.44
 2.7 $255
Unvested as of August 31, 2017 16
 21.25
 6.2 183

In 2020, we did not grant any stock options and 5 million stock options were exercised. The total intrinsic value was $198 million, $52 million, and $229 millionfor options exercised was $130 million, $108 million, and $446 million in 2017, 2016,2020, 2019, and 2015,2018, respectively.


Stock options granted and assumptions used in the Black-Scholes option valuation model were as follows:
For the year ended20192018
Stock options granted
Weighted-average grant-date fair value per share$19.50 $18.65 
Average expected life in years5.45.5
Weighted-average expected volatility44.0 %44.0 %
Weighted-average risk-free interest rate2.9 %2.2 %
Expected dividend yield0.0 %0.0 %
For the year ended 2017 2016 2015
Stock options granted 8
 8
 8
Weighted-average grant-date fair value per share $8.68
 $6.94
 $14.79
Average expected life in years 5.5
 5.5
 5.6
Weighted-average expected volatility 46% 47% 45%
Weighted-average risk-free interest rate 1.8% 1.7% 1.7%


Stock price volatility was based on an average of historical volatility and the implied volatility derived from traded options on our stock. The expected lives of options granted were based, in part, on historical experience and on the terms and conditions of the options. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values.



Restricted Stock and Restricted Stock Units ("Restricted Stock Awards")

As of August 31, 2017, there were 19 million shares of Restricted Stock Awards outstanding, of which 3 million were performance-based or market-based. For service-based Restricted Stock Awards, restrictions generally lapse in one-fourth increments during each year of employment after the grant date. Vesting for performance-based awards is contingent upon the Company meeting a specified return on assets ("ROA"), as defined, over a three-year performance period and vesting for market-based Restricted Stock Awards is contingent upon the Company achieving total shareholder return ("TSR") relative to the companies included in the S&P 500 over a three-year performance period. At the end of the performance period, the number of actual shares to be awarded will vary between 0% and 200% of target amounts, depending upon the achievement level of the specified ROA or TSR. Restricted Stock Awards activity for 2017 is summarized as follows:
mu-20200903_g5.jpg72

  Number of Shares Weighted-Average Grant Date Fair Value Per Share
Outstanding as of September 1, 2016 18
 $20.24
Granted 8
 18.77
Restrictions lapsed (6) 19.53
Canceled (1) 20.59
Outstanding as of August 31, 2017 19
 19.78



For the year ended 2017 2016 2015
Restricted stock award shares granted 8
 10
 7
Weighted-average grant-date fair value per share $18.77
 $15.40
 $32.60
Aggregate vesting-date fair value of shares vested $115
 $71
 $155

Stock-based Compensation Expense


For the year ended202020192018
Stock-based compensation expense by caption
Cost of goods sold$139 $102 $83 
Selling, general, and administrative103 73 61 
Research and development86 68 54 
$328 $243 $198 
Stock-based compensation expense by type of award
Restricted stock awards$272 $178 $140 
ESPP39 32 
Stock options17 33 55 
$328 $243 $198 
For the year ended 2017 2016 2015
Stock-based compensation expense by caption      
Cost of goods sold $88
 $76
 $64
Selling, general, and administrative 75
 66
 61
Research and development 52
 49
 42
Other 
 
 1
  $215
 $191
 $168
       
Stock-based compensation expense by type of award      
Stock options $71
 $79
 $81
Restricted stock awards 144
 112
 87
  $215
 $191
 $168


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 $72 million, $66 million and $158 million for 2020, 2019 and 2018, respectively. Stock-based compensation expense of $20$42 million and $18$30 million was capitalized and remained in inventory as of September 3, 2020 and August 31, 2017 and September 1, 2016,29, 2019, respectively. As of August 31, 2017, $341September 3, 2020, $512 million of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2021,2024, resulting in a weighted-average period of 1.2 years.





Employee Benefit Plans


We have employee retirement plans at our U.S. and international sites. Details of the more significant plans are discussed as follows:


Employee Savings Plan for U.S. Employees


We have a 401(k) retirement plan under which U.S. employees may contribute up to 75% of their eligible pay, (subjectsubject to IRSInternal Revenue Service annual contribution limits)limits, to various savings alternatives, none of which include direct investment in our stock. We match in cash eligible contributions from employees up to 5% of the employee'semployee’s annual eligible earnings. Contribution expense for the 401(k) plansplan was $52$66 million,, $54 $67 million,, and $55$61 million in 2017, 2016,2020, 2019, and 2015,2018, respectively.


Retirement Plans


We have pension plans in various countries available to local employees which are generally government mandated.at various foreign sites. As of August 31, 2017,September 3, 2020, the projected benefit obligations of our plans were $175$202 million and plan assets were $150$222 million. As of September 1, 2016,August 29, 2019, the projected benefit obligations of our plans were $167$206 million and plan assets were $131$195 million. Pension expense was not material for 2017, 2016,2020, 2019, or 2015.2018.




73 | 2020 10-K
Restructure



Revenue and Asset ImpairmentsCustomer Contract Liabilities


In separate transactionsRevenue by technology is presented in 2017,the table below (See “Segment and Other Information” for disclosure of disaggregated revenue by market segments.):
For the year ended202020192018
DRAM$14,510 $16,841 $22,625 
NAND6,131 5,355 6,510 
Other (primarily 3D XPoint memory and NOR)794 1,210 1,256 
$21,435 $23,406 $30,391 

Beginning in 2020, revenues for MCPs and SSDs, which contain both DRAM and NAND, are disaggregated into DRAM and NAND based on the relative values of each component. The amounts for 2019 and 2018 in the table above have been conformed to current period presentation.

As of20202019
Contract liabilities from customer advances$40 $61 
Other contract liabilities25 69 
$65 $130 

Our contract liabilities from customer advances are for advance payments received from customers to secure product in future periods. Other contract liabilities consist of amounts received in advance of satisfying performance obligations. These balances are reported within other current liabilities and other noncurrent liabilities. Revenue recognized during 2020 from the ending balance of 2019 included $81 million from meeting performance obligations of other contract liabilities and shipments against customer advances. Contract liabilities from customer advances also decreased $22 million due to the return of an unutilized customer advance upon expiration of a contract.

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 sold our assembly and test facility locatedexpect to be entitled to in Akita, Japan and our 40% ownership interest in Tera Probe; assets associatedexchange for those goods. Substantially all contracts with our 200mm fabrication facilitycustomers are short-term in Singapore; and assets relatedduration at fixed, negotiated prices with payment generally due shortly after delivery. From time to Lexar. As a result,time, we recognized gains of $15 millionhave contracts with initial terms that include performance obligations that extend, in 2017 and expect to recognize an additional gain of approximately $100 million in 2019 upon the completion of the sale of the Singapore facility.

In 2016, we initiated a restructure plan in response to business conditions and the need to accelerate focus on our key priorities. The plan included the elimination of certain projects and programs, the permanent closure of a number of open headcount requisitions, workforce reductions in certain areas of our business, and other non-headcount related spending reductions. As a result, we incurred charges of $33 million in 2017 and $58 million in 2016 and do not expect to incur additional material charges.some cases, beyond one year. As of September 1, 2016,3, 2020, we had accrued liabilities of $24 millionexpect future revenue related to these longer-term contracts of approximately $498 million, of which approximately 72% relates to performance obligations and product shipments we expect to satisfy within the plan, which was paidnext 12 months and 28% beyond 12 months.

As of September 3, 2020, other current liabilities included $466 million for estimates of consideration payable to customers, including estimates for pricing adjustments and returns.


Research and Development

We shared the cost of certain product and process development activities with development partners, including agreements to jointly develop NAND and 3D XPoint technologies with Intel. We substantially completed our cost-sharing agreements with Intel to develop 3D NAND and 3D XPoint technology in 2017.2019 and 2020, respectively. Our R&D expenses were reduced by $60 million and $201 million for 2019 and 2018, respectively, pursuant to reimbursements under these arrangements. Reimbursements were not significant for 2020.

mu-20200903_g5.jpg74




Other Operating (Income) Expense, Net


For the year ended202020192018
Restructure and asset impairments$60 $(29)$28 
(Gain) loss on disposition of property, plant, and equipment(3)43 (96)
Other11 35 11 
$68 $49 $(57)
For the year ended 2017 2016 2015
(Gain) loss on disposition of property, plant, and equipment $(22) $(4) $(17)
Other 5
 (2) (28)
  $(17) $(6) $(45)


Restructure and asset impairments for 2020 primarily related to asset impairments and employee relocation and severance costs related to right-sizing our Lehi, Utah facility. Restructure and asset impairments for 2019 and 2018 primarily related to our continued emphasis to centralize certain key functions. In addition, in 2019, we finalized the sale of our 200mm fabrication facility in Singapore and recognized restructure gains of $128 million.



Other Non-Operating Income (Expense), Net


For the year ended202020192018
Gain (loss) on debt prepayments, repurchases, and conversions$40 $(396)$(385)
Gain (loss) from changes in currency exchange rates(8)(9)(75)
Other28 (5)
$60 $(405)$(465)


Income Taxes

Our income tax (provision) benefit consisted of the following:
For the year ended202020192018
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees
U.S.$308 $(67)$141 
Foreign2,675 7,115 14,166 
 $2,983 $7,048 $14,307 
Income tax (provision) benefit
Current
U.S. federal$(20)$(36)$(54)
State(2)(2)
Foreign(148)(319)(374)
 (170)(357)(427)
Deferred
U.S. federal39 (146)232 
State23 91 101 
Foreign(172)(281)(74)
(110)$(336)259 
Income tax (provision) benefit$(280)$(693)$(168)
75 | 2020 10-K



For the year ended 2017 2016 2015
Loss on debt repurchases and conversions $(100) $(4) $(49)
Loss from changes in currency exchange rates (74) (24) (27)
Gain on remeasurement of previously-held equity interest in Inotera 71
 
 
Other (9) (26) 23
  $(112) $(54) $(53)


On December 22, 2017, the United States enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs 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”). We recognize the Foreign Minimum Tax in the period the tax is incurred.
In 2016, we recognized other non-operating expense
Pursuant to SEC Staff Accounting Bulletin No. 118, measurement period adjustments in 2019 included $47 million of $30 millionbenefit for the Repatriation Tax, net of adjustments related to write off indemnification receivables uponuncertain tax positions. Provisional estimates in 2018 included $1.34 billion of benefit for the resolutionrelease of the valuation allowance on the net deferred tax assets of our U.S. operations and $1.03 billion of provision for the Repatriation Tax, net of adjustments related to uncertain tax positions.





Income Taxes

For the year ended 2017 2016 2015
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees      
Foreign $5,252
 $(353) $2,431
U.S. (56) 72
 178
  $5,196
 $(281) $2,609
       
Income tax (provision) benefit      
Current      
Foreign $(152) $(27) $(93)
State (1) (1) (1)
U.S. federal 
 
 6
  (153) (28) (88)
Deferred      
Foreign 39
 (32) (85)
State 
 2
 1
U.S. federal 
 39
 15
Income tax (provision) benefit $(114) $(19) $(157)

IncomeThe table below reconciles our tax (provision) benefit computed usingbased on the U.S. federal statutory rate reconciled to income tax (provision) benefit was as follows:our effective rate:
For the year ended202020192018
U.S. federal income tax (provision) benefit at statutory rate$(626)21.0 %$(1,480)21.0 %$(3,677)25.7 %
Change in unrecognized tax benefits(33)1.1 %(59)0.8 %60 (0.4)%
Change in valuation allowance(20)0.7 %(40)0.6 %2,079 (14.5)%
U.S. tax on foreign operations(14)0.5 %(327)4.6 %(20)0.1 %
Foreign tax rate differential253 (8.5)%993 (14.1)%2,606 (18.2)%
Foreign derived intangible income deduction67 (2.2)%%%
Research and development tax credits62 (2.1)%92 (1.3)%67 (0.5)%
State taxes, net of federal benefit23 (0.8)%102 (1.4)%(84)0.6 %
Repatriation Tax related to the Tax Act%(10)0.1 %(1,049)7.3 %
Remeasurement of deferred tax assets and liabilities related to the Tax Act%%(179)1.3 %
Other(0.3)%36 (0.5)%29 (0.2)%
Income tax (provision) benefit$(280)9.4 %$(693)9.8 %$(168)1.2 %
For the year ended 2017 2016 2015
U.S. federal income tax (provision) benefit at statutory rate $(1,819) $98
 $(913)
Foreign tax rate differential 1,571
 (300) 515
Change in valuation allowance 64
 63
 260
Change in unrecognized tax benefits 12
 52
 (118)
Tax credits 66
 48
 53
Noncontrolling investment transactions 
 
 57
Other (8) 20
 (11)
Income tax (provision) benefit $(114) $(19) $(157)


We operate in a number of tax jurisdictions including Singapore and Taiwan, where our earnings are indefinitely reinvested and are taxed at lower effective tax rates than the U.S. statutory rate and in a number of locations outside the United States, including Singapore, where we have tax incentive arrangements. These arrangements thatexpire in whole or in part at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements which expire in whole or in part at various dates through 2030, reduced our tax provision by $742$215 million (benefiting our diluted earnings per share by $0.64)$0.19) for 2017, were not material in 2016, and2020, by $338$756 million ($0.290.66 per diluted share) for 2015.2019, and by $1.96 billion ($1.59 per diluted share) for 2018.



As of September 3, 2020, certain non-U.S. subsidiaries had cumulative undistributed earnings of $2.70 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.


mu-20200903_g5.jpg76



Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes as well as carryforwards. Deferred tax assets and liabilities consist of the following:
As of20202019
Deferred tax assets
Net operating loss and tax credit carryforwards$912 $1,045 
Accrued salaries, wages, and benefits176 122 
Operating lease liabilities114 
Property, plant, and equipment80 
Other91 110 
Gross deferred tax assets1,293 1,357 
Less valuation allowance(294)(277)
Deferred tax assets, net of valuation allowance999 1,080 
Deferred tax liabilities
Right-of-use assets(95)
Product and process technology(57)(138)
Property, plant, and equipment(50)
Other(99)(109)
Deferred tax liabilities(301)(247)
Net deferred tax assets$698 $833 
Reported as
Deferred tax assets$707 $837 
Deferred tax liabilities (included in other noncurrent liabilities)(9)(4)
Net deferred tax assets$698 $833 
As of 2017 2016
Deferred tax assets    
Net operating loss and tax credit carryforwards $3,426
 $3,014
Accrued salaries, wages, and benefits 211
 142
Other accrued liabilities 59
 76
Other 86
 65
Gross deferred tax assets 3,782
 3,297
Less valuation allowance (2,321) (2,107)
Deferred tax assets, net of valuation allowance 1,461
 1,190
     
Deferred tax liabilities    
Debt discount (145) (170)
Property, plant, and equipment (300) (135)
Unremitted earnings on certain subsidiaries (123) (121)
Product and process technology (85) (81)
Other (59) (28)
Deferred tax liabilities (712) (535)
     
Net deferred tax assets $749
 $655
     
Reported as    
Deferred tax assets $766
 $657
Deferred tax liabilities (included in other noncurrent liabilities) (17) (2)
Net deferred tax assets $749
 $655


We continually 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 September 3, 2020, and August 31, 2017 and September 1, 2016,29, 2019, we had a valuation allowance of $1.52 billion$294 million and $1.16 billion,$277 million, respectively, against U.S. net deferred tax assets, primarily related to net operating loss and tax credit carryforwards. Income taxes on U.S. operations for 2017, 2016, and 2015 were substantially offset by changes in the valuation allowance. We had valuation allowances againstour net deferred tax assets, primarily related to net operating loss carryforwards for our subsidiaries in Japan and for our other foreign subsidiaries, of $627 million and $172 million, respectively, as of August 31, 2017, and $765 million and $177 million, respectively, as of September 1, 2016.Japan. Changes in 2020 in the valuation allowance were due to the effect of income or loss in the United States, changes in foreign currency, adjustments based on management'smanagement’s assessment of foreigntax credits and net operating losses that are more likely than not to be realized. Due to the adoption of ASU 2016-09, we recognized deferred tax assets of $325 million offset by an equal increase in valuation allowance. See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."


As of August 31, 2017,September 3, 2020, our federal, state, and foreign net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were as follows:
Year of ExpirationStateJapanSingaporeOtherTotal
2021 - 2025$49 $1,224 $$20 $1,293 
2026 - 2030313 84 10 407 
2031 - 2035337 338 
2036 - 204030 30 
Indefinite621 119 741 
$730 $1,308 $621 $150 $2,809 

77 | 2020 10-K

Year of Expiration U.S. Federal State Japan Taiwan Other Foreign Total
2018 - 2022 $
 $27
 $3,485
 $473
 $680
 $4,665
2023 - 2027 
 330
 587
 685
 6
 1,608
2028 - 2032 3,027
 1,277
 
 
 
 4,304
2033 - 2037 852
 320
 
 
 
 1,172
Indefinite 
 
 
 342
 45
 387
  $3,879
 $1,954
 $4,072
 $1,500
 $731
 $12,136





As of August 31, 2017,September 3, 2020, our federal and state tax credit carryforward amounts and expiration periods, as reported to tax authorities, were as follows:
Year of Tax Credit ExpirationU.S. FederalStateTotal
2021 - 2025$$43 $43 
2026 - 203071 71 
2031 - 2035131 131 
2036 - 2040321 325 
Indefinite81 81 
$321 $330 $651 
Year of Tax Credit Expiration U.S. Federal State Total
2018 - 2022 $48
 $62
 $110
2023 - 2027 99
 37
 136
2028 - 2032 64
 76
 140
2033 - 2037 205
 1
 206
Indefinite 
 57
 57
  $416
 $233
 $649

Provision has been made for deferred taxes on undistributed earnings of non-U.S. subsidiaries to the extent that dividend payments from such companies are expected to result in additional tax liabilities. No provision has been made for taxes due on approximately $12.91 billion of the excess of the financial reporting amount over the tax basis of investments in foreign subsidiaries that are indefinitely reinvested. Generally, this amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.


Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:
For the year ended202020192018
Beginning unrecognized tax benefits$383 $261 $327 
Increases related to tax positions from prior years14 124 
Increases related to tax positions taken in current year27 44 68 
Decreases related to tax positions from prior years(13)(46)(126)
Settlements with tax authorities(8)
Ending unrecognized tax benefits$411 $383 $261 
For the year ended 2017 2016 2015
Beginning unrecognized tax benefits $304
 $351
 $228
Increases due to the Inotera Acquisition 54
 
 
Increases related to tax positions taken in current year 15
 5
 119
Foreign currency translation increases (decreases) to tax positions 2
 
 (6)
Settlements with tax authorities (47) (47) (1)
Expiration of statute of limitations (1) (5) (6)
Increases related to tax positions from prior years 
 
 17
Ending unrecognized tax benefits $327
 $304
 $351


As of the date of the Inotera Acquisition, Inotera's net operating loss carryforwards were $654 million, which expire on various dates through 2023. In connection with the Inotera Acquisition, we assumed $54 million of uncertain tax positions. The decrease inSeptember 3, 2020, gross unrecognized tax benefits in 2017 and 2016 is primarily related to favorable resolutionwere $411 million, substantially all of certain tax matters.

Included in the unrecognized tax benefits balance in the table above as of August 31, 2017 were $8 million of unrecognized income tax benefits, which if recognized, would affect our effective tax rate. The amountrate in the future, if recognized. Amounts accrued for interest and penalties related to uncertain tax positions waswere not material for any period presented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of final resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months would not be material.


We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various foreign jurisdictions throughout the world. 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 20132016 through 2017.2020. In addition, tax returns that remain open to examination in Japan range from the years 20112014 to 20172020 and in Singapore and Taiwan from 20122015 to 2017.2020. We believe that adequate amounts of taxes and related interest and penalties have been provided, for, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations, or financial condition.






Earnings Per Share


For the year ended202020192018
Net income attributable to Micron – Basic$2,687 $6,313 $14,135 
Assumed conversion of debt(4)(12)
Net income attributable to Micron – Diluted$2,683 $6,301 $14,135 
Weighted-average common shares outstanding – Basic1,110 1,114 1,152 
Dilutive effect of equity plans and convertible notes21 29 77 
Weighted-average common shares outstanding – Diluted1,131 1,143 1,229 
Earnings per share
Basic$2.42 $5.67 $12.27 
Diluted2.37 5.51 11.51 

mu-20200903_g5.jpg78

For the year ended 2017 2016 2015
Net income (loss) attributable to Micron – Basic $5,089
 $(276) $2,899
Dilutive effect related to equity method investment 
 
 (3)
Net income (loss) attributable to Micron – Diluted $5,089
 $(276) $2,896
       
Weighted-average common shares outstanding – Basic 1,089
 1,036
 1,070
Dilutive effect of equity plans and convertible notes 65
 
 100
Weighted-average common shares outstanding – Diluted 1,154
 1,036
 1,170
       
Earnings (loss) per share      
Basic $4.67
 $(0.27) $2.71
Diluted 4.41
 (0.27) 2.47



Listed below are the potential common shares, as of the end of the periods shown, that could dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been antidilutive:
For the year ended202020192018
Equity plans
For the year ended 2017 2016 2015
Equity plans 21
 60
 18
Convertible notes 26
 119
 18




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 four4 business units, which are our reportable segments:


Compute and Networking Business Unit ("CNBU"(“CNBU”):Includes memory products sold into compute, networking,client, cloud server, enterprise, graphics, and cloud servernetworking markets and sales of certain 3D XPoint products.
Mobile Business Unit (“MBU”):Includes memory products sold into smartphone and other mobile-device markets.
Storage Business Unit ("SBU"(“SBU”):Includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets, other discrete storage products sold in component and wafer form to the removable storage market, and sales of certain 3D XPoint products.
Embedded Business Unit (“EBU”):Includes memory and storage products sold into enterprise, client, cloud, and removable storage markets. SBU also includes products sold to Intel through our IMFT joint venture.
Mobile Business Unit ("MBU"):Includes memory products sold into smartphone, tablet, and other mobile-device markets.
Embedded Business Unit ("EBU"):Includes memory products sold into automotive, industrial, connected home, and consumer electronics markets.


Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating income and expenses (income) are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. In 2017, we revised the measure of segment profitability reviewed by our chief operating decision maker and, as a result, certain items are no longer allocated to our business units. Comparative periods have been revised to reflect these changes. Items not allocated are identified in the table below.

We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments. As of September 3, 2020 and August 31, 2017,29, 2019, CNBU, MBU, SBU, and EBU had goodwill of $832 million, $198 million, $101 million, and $97 million, respectively and as of September 1, 2016, SBU and CNBU had goodwill of $101 million and $3 million, respectively.

79 | 2020 10-K




For the year ended 2017 2016 2015For the year ended202020192018
Net sales      
RevenueRevenue
CNBU $8,624
 $4,529
 $6,725
CNBU$9,184 $9,968 $15,252 
MBUMBU5,702 6,403 6,579 
SBU 4,514
 3,262
 3,687
SBU3,765 3,826 5,022 
MBU 4,424
 2,569
 3,692
EBU 2,695
 1,939
 1,999
EBU2,759 3,137 3,479 
All Other 65
 100
 89
All Other25 72 59 
 $20,322
 $12,399
 $16,192
$21,435 $23,406 $30,391 
      
Operating income (loss)      Operating income (loss)
CNBU $3,755
 $(25) $1,549
CNBU$2,010 $4,645 $9,773 
MBUMBU1,074 2,606 3,033 
SBU 552
 (123) (39)SBU36 (386)964 
MBU 927
 97
 1,166
EBU 975
 473
 459
EBU301 923 1,473 
All Other 23
 28
 44
All Other(2)13 
 $6,232
 $450
 $3,179
3,419 7,801 15,243 
      
Unallocated      Unallocated
Stock-based compensation $(215) $(191) $(167)Stock-based compensation(328)(243)(198)
Restructure and asset impairments (18) (67) (3)Restructure and asset impairments(60)32 (28)
Flow-through of Inotera inventory step up (107) 
 
Employee severanceEmployee severance(116)
Start-up and preproduction costsStart-up and preproduction costs(58)
Other (24) (24) (11)Other(28)(40)(23)
 $(364) $(282) $(181)(416)(425)(249)
      
Operating income $5,868

$168
 $2,998
Operating income$3,003 $7,376 $14,994 


Depreciation and amortization expense included in operating income was as follows:
For the year ended202020192018
CNBU$2,318 $1,833 $1,755 
MBU1,436 1,235 1,077 
SBU1,115 1,555 1,295 
EBU741 748 603 
All Other12 27 18 
Unallocated28 26 11 
$5,650 $5,424 $4,759 


mu-20200903_g5.jpg80
For the year ended 2017 2016 2015
CNBU $1,344
 $1,141
 $1,053
SBU 1,083
 844
 761
MBU 926
 580
 512
EBU 484
 379
 321
All Other 13
 20
 9
Unallocated 11
 16
 11
  $3,861
 $2,980
 $2,667





Product Sales

For the year ended 2017 2016 2015
DRAM $12,963
 $7,207
 $10,339
Trade NAND 6,228
 4,138
 4,811
Non-Trade 553
 501
 463
Other 578
 553
 579
  $20,322
 $12,399
 $16,192

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




Certain Concentrations


Markets with concentrations of net sales were approximatelyRevenue by market segment as follows:
For the year ended 2017 2016 2015
Compute and graphics 20% 20% 25%
Mobile 20% 20% 25%
SSDs and other storage 20% 20% 20%
Automotive, industrial, medical, and other embedded 15% 15% 10%
Server 15% 10% 15%

Sales to Kingston, as a percentagean approximate percent of total net sales, wererevenue is presented in the table below:
For the year ended202020192018
Mobile25 %25 %20 %
Client and graphics20 %20 %25 %
Enterprise and cloud server20 %20 %25 %
SSDs and other storage20 %15 %15 %
Automotive, industrial, and consumer15 %15 %10 %

Revenue from Kingston Technology Company, Inc. was 11%, 11%, and 10% and 11% for 2017 and 2015, respectively. Sales to Intel, including Non-Trade sales through IMFT, as a percentage of total net sales, were 14%revenue for 20162020, 2019, and no other customer exceeded 10%2018, respectively. Revenue from Huawei Technologies Co. Ltd. was 12% of our total net sales. Substantially all of ourrevenue for 2019. Our sales to Kingston were included in our CNBU, MBU, and SBU segments and substantially all of our sales to IntelHuawei were included in our MBU, CNBU, SBU, and CNBUEBU segments.


We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, 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 monitoring 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 derivativesour foreign currency hedges as the number of counterparties to our currency 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. Capped calls expose us to credit risk to the extent the counterparties may be unable to meet the terms of the agreements. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading the risk across several major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.




Geographic Information


Geographic net salesRevenue based on customer ship-tothe geographic location wereof our customers’ headquarters was as follows:
For the year ended202020192018
United States$10,381 $12,451 $17,116 
Taiwan3,657 2,703 3,918 
Mainland China (excluding Hong Kong)2,337 3,595 3,607 
Hong Kong1,792 1,614 1,761 
Japan1,387 958 1,265 
Other Asia Pacific1,157 1,032 1,458 
Other724 1,053 1,266 
$21,435 $23,406 $30,391 

81 | 2020 10-K



For the year ended 2017 2016 2015
China $10,388
 $5,301
 $6,658
United States 2,763
 1,925
 2,565
Taiwan 2,544
 1,521
 2,241
Asia Pacific (excluding China and Japan) 1,808
 1,610
 2,037
Europe 1,360
 937
 1,248
Japan 1,025
 831
 1,026
Other 434
 274
 417
  $20,322
 $12,399
 $16,192



NetLong-lived assets by geographic area consisted of property, plant, and equipment by geographic area wasand right-of-use assets and were as follows:
As of20202019
Taiwan$10,516 $9,397 
Singapore8,161 7,986 
Japan6,478 5,202 
United States5,434 5,048 
China478 370 
Other548 237 
$31,615 $28,240 
As of 2017 2016
Taiwan $6,519
 $2,081
Singapore 5,261
 5,442
United States 4,253
 3,890
Japan 2,827
 2,685
China 453
 491
Other 118
 97
  $19,431
 $14,686




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

(Unaudited)

2020Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Revenue$6,056 $5,438 $4,797 $5,144 
Gross margin2,068 1,763 1,355 1,366 
Operating income1,157 888 440 518 
Net income990 805 407 508 
Net income attributable to Micron988 803 405 491 
Earnings per share
Basic$0.89 $0.72 $0.37 $0.44 
Diluted0.87 0.71 0.36 0.43 


2019Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Revenue$4,870 $4,788 $5,835 $7,913 
Gross margin1,395 1,828 2,864 4,615 
Operating income650 1,010 1,957 3,759 
Net income586 851 1,625 3,296 
Net income attributable to Micron561 840 1,619 3,293 
Earnings per share    
Basic$0.51 $0.76 $1.45 $2.91 
Diluted0.49 0.74 1.42 2.81 


mu-20200903_g5.jpg82
2017 Fourth Quarter Third Quarter Second Quarter First Quarter
Net sales $6,138
 $5,566
 $4,648
 $3,970
Gross margin 3,112
 2,609
 1,704
 1,011
Operating income 2,502
 1,963
 1,044
 359
Net income 2,369
 1,647
 894
 180
Net income attributable to Micron 2,368
 1,647
 894
 180
         
Earnings per share        
Basic $2.13
 $1.49
 $0.81
 $0.17
Diluted 1.99
 1.40
 0.77
 0.16




The second quarter of 2017 includes Inotera's results of operations from the December 6, 2016 acquisition date as well as a non-operating gain of $71 million for the revaluation of our previously-held 33% equity interest in Inotera to its fair value. (See "Acquisition of Inotera" note.) Results of operations in the fourth and third quarters of 2017 included losses of $37 million and $61 million, respectively, related to the repurchases and conversions of debt.

2016 Fourth Quarter Third Quarter Second Quarter First Quarter
Net sales $3,217
 $2,898
 $2,934
 $3,350
Gross margin 579
 498
 579
 849
Operating income (loss) (32) (27) (5) 232
Net income (loss) (170) (215) (96) 206
Net income (loss) attributable to Micron (170) (215) (97) 206
         
Earnings (loss) per share  
  
  
  
Basic $(0.16) $(0.21) $(0.09) $0.20
Diluted (0.16) (0.21) (0.09) 0.19

Results of operations in the fourth quarter of 2016 included charges of $58 million related to restructure activities initiated in 2016.




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Micron Technology, Inc.
In our opinion,
Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated financial statements listed in the index appearing under Item 8 present fairly, in all material respects, the financial positionbalance sheets of Micron Technology, Inc. and its subsidiaries (the “Company”) as of September 3, 2020and August 31, 2017 and September 1, 2016, 29, 2019,and the resultsrelated consolidatedstatements of their operations, of comprehensive income, of changes in equity and theirof cash flows for each of the three years in the period ended September 3, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended September 3, 2020 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).We also have audited the Company’s internal control over financial reporting as of September 3, 2020, 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 September 3, 2020and August 31, 2017 29, 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 3, 2020in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2017,September 3, 2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations ofCOSO.
Change in Accounting Principle

As discussed in the Treadway Commission (COSO). Recently Adopted Accounting Standards note to the consolidated financial statements, the Company changed the manner in which it accounts for leases in the year ended September 3, 2020.

Basis for Opinions

The Company'sCompany’s management is responsible for these consolidated financial statements, and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements on the financial statement schedules, and on the Company'sCompany’s internal control over financial reporting based on our integrated 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 Public Company Accounting Oversight Board (United States).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 supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidatedfinancial statement presentation.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.

Definition and Limitations of Internal Control over Financial Reporting

A company'scompany’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'scompany’s internal control over financial reporting
83 | 2020 10-K



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'scompany’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 matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revised Useful Lives of Equipment in the NAND Wafer Fabrication Facilities

As described in Management's Reportthe Significant Accounting Policies and Property, Plant, and Equipment notes to the consolidated financial statements, the Company periodically assesses the estimated useful lives of its property, plant, and equipment. The Company’s consolidated property, plant, and equipment, net balance as of September 3, 2020 was $31 billion. Based on Internal Control over Financial Reporting, management has excluded Inotera Memories, Inc. ("Inotera") from itsmanagement’s assessment of internal control over financial reportingplanned technology node transitions, capital spending, and re-use rates, management revised the estimated useful lives of existing equipment in the NAND wafer fabrication facilities from five years to seven years as of August 31, 2017, because it was acquiredthe beginning of fiscal year 2020.

The principal considerations for our determination that performing procedures relating to the revised useful lives of equipment in the NAND wafer fabrication facilities is a critical audit matter are the significant judgment by management in developing the revised estimate of useful lives, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures to evaluate the reasonableness of the significant assumptions used to estimate the revised useful lives of the equipment related to planned technology node transitions, capital spending, and re-use rates.

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 assessment of the revised useful lives, significant assumptions, and data used to estimate the revised useful lives of equipment in the NAND wafer fabrication facilities. These procedures also included, among others, (i) testing management’s process for developing the seven year useful life, (ii) testing the completeness, accuracy, and relevance of underlying data used in the assessment, and (iii) evaluating the reasonableness of the significant assumptions used by management related to planned technology node transitions, capital spending, and re-use rates. Evaluating management’s assumptions related to planned technology node transitions, capital spending, and re-use rates involved evaluating whether the assumptions used by management were reasonable considering (i) planned technology node transitions based on industry data as compared to historical technology node transitions, (ii) historical trends of capital spending, and (iii) historical length of service of previously purchased equipment and re-use rates of equipment based on technology node transitions.

Valuation of Inventories (Finished goods and Work in process)

As described in the Significant Accounting Policies and Inventories notes to the consolidated financial statements, as of September 3, 2020, the Company had a net inventory balance for finished goods and work in a purchase business combination duringprocess inventory totaling approximately $4.9 billion. As disclosed by management, determining the fiscal year ended August 31, 2017. We have also excluded Inotera fromnet realizable value of the Company’s net inventories involves significant judgments, including projecting future average selling prices and future sales volumes.
mu-20200903_g5.jpg84




The principal considerations for our auditdetermination that performing procedures relating to the valuation of internal control over financial reporting. Inoterafinished goods and work in process inventories is a wholly-owned subsidiary whose total assetscritical audit matter are the significant judgment by management in determining the net realizable value of inventories, which in turn led to significant auditor judgment, subjectivity and total revenues excluded from management's assessment and our audit of internal controleffort in performing procedures over financial reporting represent 11% and 0%, respectively,the reasonableness of the significant assumptions related to future average selling prices and future sales volumes, used to estimate the net realizable value of finished goods and work in process inventories.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statement amounts asstatements. These procedures included testing the effectiveness of controls relating to management’s estimate of the net realizable value of finished goods and work in process inventories, significant assumptions, and data used to value the inventories. These procedures also included, among others, testing management’s process for developing the net realizable value estimate of finished goods and work in process inventories; evaluating the appropriateness of management’s estimated net realizable value methodology; testing the completeness, accuracy, and relevance of underlying data used in the estimate of net realizable value of finished goods and work in process inventories; and evaluating the reasonableness of management’s assumptions, related to future average selling prices and future sales volumes. Evaluating management’s assumptions related to future average selling prices and future sales volumes involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including recent sales, (ii) the consistency with external market, industry data and current contract prices, (iii) a comparison of the prior year ended August 31, 2017.estimates to actual results in the current year, and (iv) and whether these assumptions were consistent with evidence obtained in other areas of the audit.


/s/ PricewaterhouseCoopers LLP




San Jose, California
October 26, 2017

19, 2020



We have served as the Company’s auditor since 1984.
85 | 2020 10-K



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


None.




ITEM 9A. CONTROLS AND PROCEDURES


An evaluation was carried out under the supervision and with the participation of our management, including 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 RuleRules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls and procedures were effective 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 Commission'sCommission’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 decisiondecisions regarding disclosure.

On December 6, 2016, we acquired the remaining 67% interest in Inotera and began consolidating Inotera. As a result, we are currently integrating Inotera's operations into our overall internal control over financial reporting. Under the guidelines established by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company, and accordingly, we expect to exclude Inotera from the assessment of internal control over financial reporting during that time.


During the fourth quarter of 2017,2020, 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'sManagement’s Report on Internal Control overOver 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 31, 2017.September 3, 2020. The effectiveness of our internal control over financial reporting as of August 31, 2017September 3, 2020 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.


Management's evaluation of the effectiveness of its internal control over financial reporting as of August 31, 2017 has excluded Inotera from its assessment of internal control over financial reporting as of August 31, 2017 because it was acquired by us in a business combination on December 6, 2016. Inotera is a wholly-owned subsidiary whose total assets and total revenues represent 11% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2017.



ITEM 9B. OTHER INFORMATION


None.




mu-20200903_g5.jpg86



PART III


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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Certain information concerning our executive officers is included under the caption, "Directors and“Information About Our Executive Officers of the Registrant,"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 2020 Proxy Statement which will be filed with the Securities and Exchange CommissionSEC within 120 days after August 31, 2017September 3, 2020 and is incorporated herein by reference.






87 | 2020 10-K



PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSCHEDULE


(a) The following documents are filed as part of this report:
1.1Financial Statements:  See Index to Consolidated Financial Statementsour consolidated financial statements under Item 8.
2.2
Financial Statement Schedules:
Schedule I – Condensed Financial Information of the Registrant
ScheduleSchedule:
See “Schedule
II – Valuation and Qualifying Accounts

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.

3.3Exhibits. See “Index to Exhibits” within Item 15 below.



SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MICRON TECHNOLOGY, INC.
(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions)


mu-20200903_g5.jpg88
For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Net sales $5,652
 $5,529
 $5,547
       
Costs and expenses      
Cost of goods sold 3,478
 3,625
 3,329
Selling, general, and administrative 331
 266
 299
Research and development 1,551
 1,500
 1,483
Other operating (income) expense, net 
 26
 (12)
Total costs and expenses 5,360
 5,417
 5,099
       
Operating income 292
 112
 448
       
Interest income (expense), net (366) (348) (273)
Other non-operating income (expense), net (69) 182
 (85)
  (143) (54) 90
       
Income tax (provision) benefit 22
 10
 38
Equity in earnings (loss) of subsidiaries 5,210
 (224) 2,773
Equity in net loss of equity method investees 
 (8) (2)
Net income (loss) attributable to Micron 5,089
 (276) 2,899
Other comprehensive income (loss) 64
 (48) (43)
Comprehensive income (loss) attributable to Micron $5,153
 $(324) $2,856
























See accompanying notes to condensed financial statements.


SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MICRON TECHNOLOGY, INC.
(Parent Company Only)

CONDENSED BALANCE SHEETS
(in millions except par value amounts)
As of August 31,
2017
 September 1,
2016
Assets    
Cash and equivalents $2,197
 $2,716
Short-term investments 319
 258
Receivables 112
 102
Notes and accounts receivable from subsidiaries 1,470
 1,159
Finished goods 47
 49
Work in process 215
 244
Raw materials and supplies 89
 91
Other current assets 42
 54
Total current assets 4,491
 4,673
Investment in subsidiaries 18,169
 12,897
Long-term marketable investments 617
 414
Noncurrent notes receivable from and prepaid expenses to subsidiaries 616
 709
Property, plant, and equipment, net 2,330
 2,026
Other noncurrent assets 335
 412
Total assets $26,558
 $21,131
     
Liabilities and equity    
Accounts payable and accrued expenses $929
 $916
Short-term debt and accounts payable to subsidiaries 700
 314
Current debt 530
 75
Other current liabilities 9
 16
Total current liabilities 2,168
 1,321
Long-term debt 5,320
 7,313
Other noncurrent liabilities 428
 417
Total liabilities 7,916
 9,051
     
Commitments and contingencies 

 

     
Redeemable convertible notes 21
 
     
Micron shareholders' equity    
Common stock, $0.10 par value, 3,000 shares authorized, 1,116 shares issued and 1,112 outstanding (1,094 issued and 1,040 outstanding as of September 1, 2016) 112
 109
Other equity 18,509
 11,971
Total Micron shareholders' equity 18,621
 12,080
Total liabilities and equity $26,558
 $21,131




See accompanying notes to condensed financial statements.


SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MICRON TECHNOLOGY, INC.
(Parent Company Only)

CONDENSED STATEMENTS OF CASH FLOWS
(in millions)

For the year ended August 31,
2017
 September 1,
2016
 September 3,
2015
Net cash provided by operating activities $1,073
 $836
 $995
       
Cash flows from investing activities      
Purchases of available-for-sale securities (1,239) (859) (1,799)
Expenditures for property, plant, and equipment (694) (651) (609)
Payments to settle hedging activities (279) (155) (135)
Cash contributions to subsidiaries (2) (111) (151)
Cash paid for acquisitions 
 (216) (57)
Proceeds from sales of available-for-sale securities 776
 1,015
 1,045
Proceeds from settlement of hedging activities 195
 337
 78
Proceeds from maturities of available-for-sale securities 194
 582
 536
(Payments) proceeds on loans to subsidiaries, net 54
 (550) 65
Cash distributions from subsidiaries 33
 47
 33
Other 7
 72
 (7)
Net cash provided by (used for) investing activities (955) (489) (1,001)
       
Cash flows from financing activities      
Repayments of debt (1,711) (332) (1,645)
Payments of licensing obligations (83) (83) (82)
Cash paid to acquire treasury stock (35) (148) (884)
Proceeds from issuance of stock to Nanya 986
 
 
Proceeds from issuance of stock under equity plans 142
 48
 74
Proceeds from settlement of capped calls 125
 
 
Proceeds from issuance of debt 
 1,993
 2,050
Proceeds from equipment sale-leaseback transactions 
 216
 
Other (69) (46) (36)
Net cash provided by (used for) financing activities (645) 1,648
 (523)
       
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash 8
 
 
       
Net increase (decrease) in cash, cash equivalents, and restricted cash (519) 1,995
 (529)
Cash, cash equivalents, and restricted cash at beginning of period 2,716
 721
 1,250
Cash, cash equivalents, and restricted cash at end of period $2,197
 $2,716
 $721






See accompanying notes to condensed financial statements.


MICRON TECHNOLOGY, INC.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT


NOTES TO CONDENSED FINANCIAL STATEMENTS
(All tabular amounts in millions)

Basis of Presentation

Micron, a Delaware corporation, was incorporated in 1978. Micron is the parent company of its consolidated subsidiaries and, together with its consolidated subsidiaries, is a global leader in advanced semiconductor systems. These condensed financial statements have been prepared on a parent-only basis, and as such, reflect transactions in a manner that may be different than the consolidated financial statements. Under this parent-only presentation, Micron's investments in its consolidated subsidiaries are presented under the equity method of accounting. In accordance with Rule 12-04 of Regulation S-X, these parent-only financial statements do not include all of the information and footnotes required by Generally Accepted Accounting Principles (GAAP) in the United States for annual financial statements. Because these parent-only financial statements and notes do not include all of the information and footnotes required by GAAP in the United States for annual financial statements, they should be read in conjunction with Micron's audited Consolidated Financial Statements contained within Part II, Item 8 of this Annual Report on Form 10-K for the year ended August 31, 2017.


Debt

  2017 2016
Instrument Stated Rate Effective Rate Current Long-Term Total Current Long-Term Total
Capital lease obligations N/A
 3.34% $45
 $126
 $171
 $70
 $171
 $241
2022 Notes 5.88% 6.14% 
 
 
 
 590
 590
2022 Term Loan B 3.80% 4.22% 5
 725
 730
 5
 730
 735
2023 Notes 5.25% 5.43% 
 991
 991
 
 990
 990
2023 Secured Notes 7.50% 7.69% 
 1,238
 1,238
 
 1,237
 1,237
2024 Notes 5.25% 5.38% 
 546
 546
 
 546
 546
2025 Notes 5.50% 5.56% 
 515
 515
 
 1,139
 1,139
2026 Notes 5.63% 5.73% 
 128
 128
 
 446
 446
2032C Notes(1)
 2.38% 5.95% 
 211
 211
 
 204
 204
2032D Notes(1)
 3.13% 6.33% 
 159
 159
 
 154
 154
2033E Notes(1)(2)
 1.63% 4.50% 202
 
 202
 
 168
 168
2033F Notes(1)
 2.13% 4.93% 278
 
 278
 
 271
 271
2043G Notes(3)
 3.00% 6.76% 
 671
 671
 
 657
 657
Other notes 1.65% 1.65% 
 10
 10
 
 10
 10
      $530
 $5,320
 $5,850
 $75
 $7,313
 $7,388
(1)
Since the closing price of Micron's common stock exceeded 130% of the conversion price per share for at least 20 trading days in the 30 trading-day period ended on June 30, 2017, these notes are convertible by the holders through the calendar quarter ended September 30, 2017. The closing price of Micron's common stock also exceeded the thresholds for the calendar quarter ended September 30, 2017; therefore, these notes are convertible by the holders through December 31, 2017. The 2033 Notes were classified as current as of August 31, 2017 because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date.
(2)
The net carrying amount for 2017 included $31 million of derivative debt liabilities recognized as a result of our election to settle entirely in cash converted notes with an aggregate principal amount of $16 million. See "Convertible Senior Notes" below.
(3)
The 2043G Notes have an original principal amount of $820 million that accretes up to $917 million through the expected term in November 2028 and $1.03 billion at maturity in 2043.


Micron's convertible and other senior notes are unsecured obligations that rank equally in right of payment with all of Micron's other existing and future unsecured indebtedness, and are effectively subordinated to all of its other existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness. As of August 31, 2017, Micron had $3.70 billion of unsecured debt (net of unamortized discount and debt issuance costs), including all of its convertible notes and the 2023 Notes, 2024 Notes, 2025 Notes, and 2026 Notes, that was structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of all of Micron's indebtedness generally contain cross payment and cross acceleration provisions. As of August 31, 2017, Micron had guaranteed $4.16 billion of certain debt obligations of its subsidiaries, but does not guarantee the MMJ Creditor Payments (see "Commitments" below.) Micron's guarantees of its subsidiary debt obligations are unsecured obligations ranking equally in right of payment with all of Micron's other existing and future unsecured indebtedness.

The 2022 Term Loan B and 2023 Secured Notes are collateralized by substantially all of the assets of Micron and MSP, a subsidiary of Micron, subject to certain permitted liens on such assets. Included in Micron's balance sheet as of August 31, 2017 were $8.36 billion of assets which collateralize these notes, which includes $2.14 billion investment in subsidiaries. The 2022 Term Loan B Notes and 2023 Secured Notes are structurally subordinated to the indebtedness and other liabilities of all of Micron's subsidiaries that do not guarantee these debt obligations. MSP guarantees both of these notes.

Capital Lease Obligations

As of August 31, 2017 and September 1, 2016, Micron had production equipment with carrying values of $155 million and $226 million, respectively, under capital leases.

Convertible Senior Notes, Senior Secured Notes, and Unsecured Senior Notes

For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt."

Maturities of Notes Payable and Future Minimum Lease Payments

As of August 31, 2017, maturities of notes payable and future minimum lease payments under capital lease obligations were as follows:
  Notes Payable Capital Lease Obligations
2018 $211
 $51
2019 231
 44
2020 305
 56
2021 195
 32
2022 713
 
2023 and thereafter 4,365
 
Unamortized discounts and interest, respectively (341) (12)
  $5,679
 $171


Commitments

Micron has provided various financial guarantees issued in the normal course of business on behalf of its subsidiaries. These contracts include debt guarantees and guarantees of certain banking facilities. Micron enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. Micron has entered into agreements covering certain activities of its subsidiaries, and occasionally Micron may be required to perform under such agreements on behalf of its subsidiaries.

As of August 31, 2017, the maximum potential amount of future payments Micron could have been required to make under its debt guarantees was approximately $4.16 billion. Substantially all of this amount relates to guarantees for debt of wholly-owned entities whereby Micron would be obligated to perform under the guarantee if a subsidiary were to default on the terms of their debt arrangements. In the event of performance under the guarantee, Micron would be permitted to seek reimbursement from the subsidiary company(ies) through liquidation of the assets which were collateral under various debt instruments. At the


time these contracts were entered into, the collateralized assets approximated the value of the outstanding guarantees. The majority of these guarantees expire at various times between January 2019 and April 2022. Micron guarantees a subsidiary credit facility that provides for up to $750 million of financing. As of August 31, 2017, there were no outstanding amounts drawn under this facility.

Micron has guaranteed the obligations of Micron Semiconductor Asia Pte. Ltd. ("MSA") and Micron Semiconductor (Xi'an) Co. Ltd. ("MXA"), each wholly-owned subsidiaries of Micron, in connection with a service agreement with Powertech Technology Inc. Xi'an ("PTI Xi'an") to provide assembly services to us at our manufacturing site in Xi'an, China. Micron would be required to pay the financial obligations of MSA and/or MXA in the event MSA and/or MXA fail to pay PTI Xi'an for services performed under the assembly services agreement. Micron's guarantee of MSA and of MXA extends through March 2022, the term of the assembly service agreement, but may be further extended through March 2024 if any party extends the assembly services agreement. The maximum potential amount of future payments Micron may be required to pay under this guarantee is indeterminable because the pricing and volume under the assembly services agreement are variable.

Micron has guaranteed the obligations of MSA under the 2021 MSAC Term Loan and the obligations of MSTW under the 2021 MSTW Term Loan. For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt – 2021 MSAC Senior Secured Term Loan and 2021 MSTW Senior Secured Term Loan."

Micron has guaranteed the obligations of certain of its subsidiaries to a supplier of capital equipment through June 2019. As of August 31, 2017, Micron had guaranteed $65 million of such payments.

Micron guarantees certain banking facilities for its wholly-owned consolidated entities. Substantially all of these guarantees relate to bank overdraft protections or issuance of commercial letters of credit/bank guarantees. The maximum potential amount of future payments Micron could be required to make under these guarantees of banking facilities varies based on the extent of potential credit exposure. Micron's business processes substantially mitigate the risk of wholly-owned subsidiaries overdrawing their bank accounts and the exposure under commercial letters of credit/bank guarantees is $35 million. The majority of these banking facility guarantees have no contractual expiration.
Contingencies

As is typical in the semiconductor and other high technology industries, from time to time others have asserted, and may in the future assert, that Micron and its subsidiaries' products or manufacturing processes infringe their intellectual property rights. Micron has 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. Micron is currently a party to various litigation regarding patent, commercial, and other matters. Micron is a party to the matters listed in the "Contingencies" note in the consolidated financial statements. For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies."
Redeemable Convertible Notes

For further information, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Redeemable Convertible Notes."
Related Party Transactions

Substantially all of Micron's activities relate to manufacturing and R&D services performed for its subsidiaries and to royalties received for use of product and process technology. Micron's net sales to consolidated subsidiaries were $5.58 billion, $5.38 billion, and $5.42 billion for 2017, 2016, and 2015, respectively. Gross margins on manufacturing activities are commensurate with market rates for such services. Transactions between Micron and its consolidated subsidiaries are eliminated in consolidation.

Micron engages in various transactions with its equity method investees and eliminate the profits or losses on those transactions to the extent of its ownership interest until such time as the profits or losses are realized. For further information regarding transactions between Micron and its equity method investees, see "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity Method Investments."


SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in millions)


MICRON TECHNOLOGY, INC.

 Balance at
Beginning of
Year
Charged
(Credited) to
Income Tax
Provision
Currency
Translation
and Charges
to Other
Accounts
Balance at
End of
Year
Deferred Tax Asset Valuation Allowance    
Year ended September 3, 2020$277 $20 $(3)$294 
Year ended August 29, 2019228 40 277 
Year ended August 30, 20182,321 (2,079)(14)228 

89 | 2020 10-K
 
Balance at
Beginning of
Year
 Business Acquisitions 
Charged
(Credited) to
Income Tax
Provision
 
Currency
Translation
and Charges
to Other
Accounts
 
Balance at
End of
Year
Deferred Tax Asset Valuation Allowance 
  
  
  
  
Year ended August 31, 2017$2,107
 $
 $(64) $278
 $2,321
Year ended September 1, 20162,051
 10
 (63) 109
 2,107
Year ended September 3, 20152,443
 
 (260) (132) 2,051




Amounts chargedIndex to other accounts for the year ended August 31, 2017 includes $325 million as a result of the adoption of ASU 2016-09. See "Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards."

Exhibits


3. Exhibits.

Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
3.18-K99.21/26/15
3.28-K99.28/4/20
4.18-K4.34/18/12
4.28-K4.34/18/12
4.38-K4.12/6/19
4.48-K4.22/6/19
4.58-K4.32/6/19
4.68-K4.42/6/19
4.78-K4.52/6/19
4.88-K4.27/12/19
4.98-K4.37/12/19
4.108-K4.47/12/19
4.118-K4.24/24/20
4.128-K4.34/24/20
4.13X
10.1**DEF 14AB12/7/17
10.2**10-K9/1/1610.610/28/16
10.3**10-K9/1/1610.710/28/16
10.4**10-K9/1/1610.810/28/16
10.5**10-K9/1/1610.910/28/16
10.6**10-K9/1/1610.1010/28/16
10.7**10-K9/1/1610.1110/28/16
10.8*10-Q11/30/0610.661/16/07
10.9**10-Q2/27/1410.34/7/14
10.10**8-K99.211/1/07
10.11*10-Q/A2/28/1310.1268/7/13
mu-20200903_g5.jpg90



Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
2.1* 8-K/A 2.110/31/12
2.2* 8-K 2.310/29/12
2.3* 8-K 2.48/6/13
2.4 8-K 2.58/6/13
2.5 10-Q3/3/162.64/8/16
3.1 8-K 99.21/26/15
3.2 8-K 99.14/15/14
4.1 8-K 4.14/18/12
4.2 8-K 4.34/18/12
4.3 8-K 4.34/18/12
4.4 8-K 4.34/18/12
4.5 8-K 4.37/26/11
4.6 8-K 4.12/12/13
4.7 8-K 4.32/12/13
4.8 8-K 4.12/12/13
4.9 8-K 4.32/12/13
4.10 8-K 4.111/18/13
4.11 8-K 4.111/18/13
4.12 10-Q2/27/144.34/7/14
4.13 8-K 4.12/12/14
4.14 8-K 4.12/12/14


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
4.15 8-K 4.17/29/14
4.16 8-K 4.17/29/14
4.17 8-K 4.14/30/15
4.18 8-K 4.24/30/15
4.19 8-K 4.14/30/15
4.20 8-K 4.24/30/15
4.21 8-K 4.12/3/15
4.22 8-K 4.12/3/15
4.23 8-K 4.14/26/16
4.24 8-K 4.14/26/16
4.25 8-K 4.17/20/16
10.1 DEF 14A C12/12/14
10.2 10-K8/30/1210.510/29/12
10.3 10-K8/30/1210.710/29/12
10.4 10-K8/30/1210.810/29/12
10.5 8-K 99.24/6/05
10.6 10-K9/1/1610.610/28/16
10.7 10-K9/1/1610.710/28/16
10.8 10-K9/1/1610.810/28/16
10.9 10-K9/1/1610.910/28/16
10.10 10-K9/1/1610.1010/28/16
10.11 10-K9/1/1610.1110/28/16
10.12 S-8 4.16/16/10
10.13 S-8 4.26/16/10
10.14* 10-Q11/30/0610.661/16/07
10.15 10-Q2/27/1410.34/7/14
10.16* 10-Q12/1/0510.1551/10/06
10.17* 10-Q12/1/0510.1631/10/06
10.18 8-K 99.211/1/07


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.19 10-Q12/4/0810.701/13/09
10.20* 10-Q3/1/1210.1044/9/12
10.21* 10-Q5/31/1210.1087/9/12
10.22* 10-Q5/31/1210.1097/9/12
10.23* 10-Q5/31/1210.1107/9/12
10.24* 10-Q5/31/1210.1117/9/12
10.25* 10-Q5/31/1210.1127/9/12
10.26* 10-Q5/31/1210.1137/9/12
10.27 8-K 10.14/18/12
10.28* 10-Q2/28/1310.1224/8/13
10.29* 10-Q2/28/1310.1234/8/13
10.30* 10-Q2/28/1310.1244/8/13
10.31 10-Q2/28/1310.1254/8/13
10.32* 10-Q/A2/28/1310.1268/7/13
10.33* 10-Q2/28/1310.1274/8/13
10.34* 10-Q/A2/28/1310.1288/7/13
10.35* 10-Q2/28/1310.1294/8/13
10.36* 10-Q2/28/1310.1304/8/13


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.37* 8-K/A 10.13910/2/13
10.38* 8-K 10.1408/6/13
10.39* 8-K/A 10.14110/2/13
10.40 8-K 10.12/12/13
10.41 8-K 10.12/7/14
10.42 8-K 10.12/12/14
10.43 8-K 10.17/24/14
10.44 8-K 10.17/29/14
10.45 8-K 99.112/8/14
10.46 10-Q3/5/1510.884/10/15
10.47* 10-Q3/5/1510.904/10/15
10.48* 10-Q3/5/1510.914/10/15
10.49*

 10-Q3/2/1710.493/28/17
10.50* 10-Q3/2/1710.503/28/17
10.51* 10-Q3/2/1710.513/28/17
10.52* 10-K9/3/1510.5410/27/15


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.53 8-K 10.14/30/15
10.54* 10-Q/A3/3/1610.569/8/16
10.55* 10-Q/A3/3/1610.579/8/16
10.56 10-Q3/3/1610.584/8/16
10.57 10-Q3/3/1610.594/8/16
10.58* 10-Q6/2/1610.607/6/16
10.59* 10-Q6/2/1610.617/6/16
10.60 8-K 10.14/26/16
10.61 8-K 10.24/26/16
10.62 8-K 10.34/26/16
10.63 10-Q12/1/1610.631/9/17
10.64 10-Q3/2/1710.643/28/17
10.65 10-Q12/16/1610.651/9/17
10.66 10-Q12/16/1610.661/9/17
10.67 10-Q6/1/1710.676/30/17


Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.68 10-Q6/1/1710.686/30/17
10.69X    
10.70X    
10.71X    
21.1X    
23.1X    
31.1X    
31.2X    
32.1X    
32.2X    
101.INSXBRL Instance DocumentX    
101.SCHXBRL Taxonomy Extension Schema DocumentX    
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX    
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX    
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX    
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX    

Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
10.12*10-Q2/28/1310.1274/8/13
10.13*10-Q/A2/28/1310.1288/7/13
10.14*10-Q2/28/1310.1294/8/13
10.15**10-Q5/31/1810.646/22/18
10.16**10-Q6/1/1710.676/30/17
10.17**10-Q11/30/1710.7012/20/17
10.18**8-K99.111/13/17
10.19**10-Q11/30/1710.7412/20/17
10.20**DEF 14AA12/7/17
10.21**10-Q3/1/1810.763/23/18
10.2210-K8/30/1810.6810/15/18
10.2310-K8/30/1810.6910/15/18
10.2410-Q11/29/1810.7012/19/18
10.2510-K8/29/1910.4210/17/19
21.1X
23.1X
31.1X
31.2X
32.1X
32.2X
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X
* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.

91 | 2020 10-K



** Indicates management contract or compensatory plan or arrangement.


ITEM 16. FORM 10-K SUMMARY


None.






mu-20200903_g5.jpg92



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on the 26th day of October 2017.
authorized.
Micron Technology, Inc.
DateBy:October 19, 2020By:/s/ Ernest E. MaddockDavid A. Zinsner
Ernest E. MaddockDavid A. Zinsner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Sanjay MehrotraPresident andOctober 19, 2020
(Sanjay Mehrotra)Chief Executive Officer and
Director
(Principal Executive Officer)
SignatureTitleDate
/s/ Sanjay MehrotraDavid A. ZinsnerPresident andOctober 26, 2017
(Sanjay Mehrotra)Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ Ernest E. MaddockSenior Vice President andOctober 26, 201719, 2020
(Ernest E. Maddock)David A. Zinsner)
Chief Financial Officer

(Principal Financial andOfficer)
Accounting Officer)
/s/ Paul MarosvariVice President andOctober 19, 2020
(Paul Marosvari)Chief Accounting Officer
(Principal Accounting Officer)
/s/ Robert L. BaileyDirectorOctober 26, 201719, 2020
(Robert L. Bailey)
/s/ Richard M. BeyerDirectorOctober 26, 201719, 2020
(Richard M. Beyer)
/s/ Lynn DugleDirectorOctober 19, 2020
/s/ Patrick J. Byrne(Lynn Dugle)DirectorOctober 26, 2017
(Patrick J. Byrne)
/s/ Steve GomoDirectorOctober 19, 2020
(Steve Gomo)
/s/ Mercedes JohnsonDirectorOctober 26, 2017
(Mercedes Johnson)/s/ Mary Pat McCarthyDirectorOctober 19, 2020
(Mary Pat McCarthy)
/s/ Lawrence N. MondryDirectorOctober 26, 2017
(Lawrence N. Mondry)
/s/ Robert E. SwitzChairman of the BoardOctober 26, 201719, 2020
(Robert E. Switz)Director
/s/ MaryAnn WrightDirectorOctober 19, 2020
(MaryAnn Wright)


97
93 | 2020 10-K