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Item 9A. Controls and Procedures

2020-10-19 compared with 2019-10-17 · 101 added, 124 removed, 84 unchanged (73% of the section changed)

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 Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based upon that evaluation, the principal executive officer and principal financial officer concluded 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's rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decision regarding disclosure.

An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as 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’s rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.

During the fourth quarter of 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.

8 unchanged sentences

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 29, 2019 .

The effectiveness of our internal control over financial reporting as of August 29, 2019 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.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 3, 2020.

The effectiveness of our internal control over financial reporting as of September 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.

OTHER INFORMATION

4 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Certain information concerning our executive officers is included under the caption, "Information About Our Directors and Executive Officers" in Part I, Item 1 of this report.

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our Proxy Statement which will be filed with the Securities and Exchange Commission within 120 days after August 29, 2019 and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Certain information concerning our executive officers is included under the caption, “Information About Our Executive Officers” in Part I, Item 1 of this report.

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our 2020 Proxy Statement which will be filed with the SEC within 120 days after September 3, 2020 and is incorporated herein by reference.

87 | 2020 10-K

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

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

1 Financial Statements:

See Index to Consolidated Financial Statements under Item 8.

See our consolidated financial statements under Item 8.

2 Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts

See “Schedule II – Valuation and Qualifying Accounts” within Item 15 below.

Certain Financial Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

See “Index to Exhibits” within Item 15 below.

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

MICRON TECHNOLOGY, INC.

(Credited) to

Provision Currency

Accounts Balance at

Deferred Tax Asset Valuation Allowance

Year ended August 29, 2019

Year ended September 3, 2020 $ 277 $ 20 $ ( 3 ) $ 294

Year ended August 29, 2019 228 40 9 277

Year ended August 30, 2018 2,321 ( 2,079 ) ( 14 ) 228

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

Exhibit Number

Description of Exhibit

Filed Herewith

Period Ending

Exhibit/ Appendix

English Translation of Agreement on Support for Reorganization Companies with Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc.

and its wholly-owned subsidiary, Akita Elpida Memory, Inc.

dated July 2, 2012

English Translation of Agreement Amending Agreement on Support for Reorganization Companies, dated October 29, 2012, by and among Micron Technology, Inc.

and Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc.

and Akita Elpida Memory, Inc.

English Translation of Agreement Amending Agreement on Support for Reorganization Companies, dated July 31, 2013, by and among Micron Technology, Inc.

and Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc.

and Akita Elpida Memory, Inc.

English Translation of the Reorganization Plan of Elpida Memory, Inc.

2016 Share Swap Agreement, dated February 3, 2016 by and among Micron Technology B.V., Micron Semiconductor Taiwan Co.

and Inotera Memories, Inc.

89 | 2020 10-K

Index to Exhibits

Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date

3.1 Restated Certificate of Incorporation of the Registrant

8-K 99.2 1/26/15

3.2 Bylaws of the Registrant, Amended and Restated

8-K 99.2 8/4/20

4.1 Indenture dated as of April 18, 2012, by and between Micron Technology, Inc.

Bank National Association, as Trustee for 3.125% Convertible Senior Notes due 2032

8-K 4.3 4/18/12

4.2 Form of 2032D Note (included in Exhibit 4.1)

8-K 4.3 4/18/12

4.3 Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc.

Bank National Association, as Trustee

Form of 2033F Note (included in Exhibit 4.3)

Indenture, dated as of July 28, 2014, by and between Micron Technology, Inc.

Bank National Association, as Trustee

Form of Note (included in Exhibit 4.5)

Section 382 Rights Agreement, dated as of July 20, 2016 by and between Micron Technology, Inc.

and Wells Fargo Bank, National Association, as rights agent

Indenture, dated February 6, 2019, by and between Micron Technology, Inc.

8-K 4.1 2/6/19

4.4 First Supplemental Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc.

Bank National Association, as Trustee

Supplemental Indenture, dated February 6, 2019, by and between Micron Technology, Inc.

8-K 4.2 2/6/19

4.5 Form of Note for Micron Technology, Inc.’s 4.640% Senior Notes due 2024 (included in Exhibit 4.4)

8-K 4.3 2/6/19

4.6 Form of Note for Micron Technology, Inc.’s 4.975% Senior Notes due 2026 (included in Exhibit 4.4)

8-K 4.4 2/6/19

4.7 Form of Note for Micron Technology, Inc.’s 5.327% Senior Notes due 2029 (included in Exhibit 4.4)

8-K 4.5 2/6/19

4.8 Second Supplemental Indenture, dated as of July 12, 2019, by and between Micron Technology, Inc.

Bank National Association, as Trustee

Form of Note for Micron Technology, Inc.'s 4.640% Notes due 2024 (included in Exhibit 4.9)

Form of Note for Micron Technology, Inc.'s 4.975% Notes due 2026 (included in Exhibit 4.9)

Form of Note for Micron Technology, Inc.'s 5.327% Notes due 2029 (included in Exhibit 4.9)

Second Supplemental Indenture, dated July 12, 2019, by and between Micron Technology, Inc.

8-K 4.2 7/12/19

4.9 Form of Note for Micron Technology, Inc.’s 4.185% Senior Notes due 2027 (included in Exhibit 4.8)

8-K 4.3 7/12/19

4.10 Form of Note for Micron Technology, Inc.’s 4.663% Senior Notes due 2030 (included in Exhibit 4.8)

8-K 4.4 7/12/19

4.11 Third Supplemental Indenture, dated April 24 , 20 20 , by and between Micron Technology, Inc.

Bank National Association, as Trustee

Exhibit Number

Description of Exhibit

Filed Herewith

Period Ending

Exhibit/ Appendix

Form of Note for Micron Technology, Inc.'s 4.185% Notes due 2027 (included in Exhibit 4.13)

Form of Note for Micron Technology, Inc.'s 4.663% Notes due 2030 (included in Exhibit 4.13)

8-K 4.2 4/24/20

4.12 Form of Note for Micron Technology, Inc.’s 2.497% Senior Notes due 2023 (included in Exhibit 4.11)

8-K 4.3 4/24/20

4.13 Description of Registrant’s Securities

10.1** Micron Technology, Inc.

Executive Officer Performance Incentive Plan

2004 Equity Incentive Plan, as Amended and Restated

DEF 14A B 12/7/17

10.2** Amended and Restated 2 004 Equity Incentive Plan

10-K 9/1/16 10.6 10/28/16

10.3** 2004 Equity Incentive Plan Forms of Agreement and Terms and Conditions

10-K 9/1/16 10.7 10/28/16

10.4** Amended and Restated 2007 Equity Incentive Plan

2007 Equity Incentive Plan Forms of Agreement

10-K 9/1/16 10.8 10/28/16

10.5** 2007 Equity Incentive Plan Forms of Agreement and Terms and Conditions

10-K 9/1/16 10.9 10/28/16

10.6** Nonstatutory Stock Option Plan, as Amended

10-K 9/1/16 10.10 10/28/16

10.7** Nonstatutory Stock Option Plan Form of Agreement and Terms and Conditions

10-K 9/1/16 10.11 10/28/16

10.8* Patent License Agreement , dated September 15, 2006, by and among Toshiba Corporation, Acclaim Innovations, LLC and Micron Technology, Inc.

10-Q 11/30/06 10.66 1/16/07

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

Master Agreement dated as of November 18, 2005, between Micron Technology, Inc.

and Intel Corporation

10-Q 2/27/14 10.3 4/7/14

10.10** Form of Severance Agreement

Share Purchase Agreement by and among Micron Technology, Inc.

as the Buyer Parent, Micron Semiconductor B.V., as the Buyer, Qimonda Ag as the Seller Parent and Qimonda Holding B.V., as the Seller Sub dated as of October 11, 2008

2012 Master Agreement by and among Intel Corporation, Intel Technology Asia PTE LTD, Micron Technology, Inc., Micron Semiconductor Asia PTE LTD, IM Flash Technologies, LLC and IM Flash Singapore, LLP dated February 27, 2012

Second Amended and Restated Limited Liability Company Operating Agreement of IM Flash Technologies, LLC dated April 6, 2012, between Micron Technology, Inc.

and Intel Corporation

Amendment to the Master Agreement dated April 6, 2012, between Intel Corporation and Micron Technology, Inc.

Amended and Restated Supply Agreement dated April 6, 2012, between Intel Corporation and IM Flash Technologies, LLC

Amended and Restated Supply Agreement dated April 6, 2012, between Micron Technology, Inc.

and IM Flash Technologies, LLC

Product Supply Agreement dated April 6, 2012, among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte.

Technology Transfer and License Option Agreement for 20NM Process Node, dated January 17, 2013, by and between Micron Technology, Inc.

8-K 99.2 11/1/07

10.11* Technology Transfer and License Option Agreement for 20NM Process Node, dated as of January 17, 2013, by and between Micron Technology, Inc.

and Nanya Technology Corporation

10-Q/A 2/28/13 10.126 8/7/13

Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date

10.12* Omnibus IP Agreement, dated January 17, 2013, by and between Nanya Technology Corporation and Micron Technology, Inc.

Exhibit Number

Description of Exhibit

Filed Herewith

Period Ending

Exhibit/ Appendix

Second Amended and Restated Technology Transfer and License Agreement for 68-50NM Process Nodes, dated January 17, 2013, by and between Micron Technology, Inc.

and Nanya Technology Corporation

Third Amended and Restated Technology Transfer and License Agreement, dated January 17, 2013, by and between Micron Technology, Inc.

and Nanya Technology Corporation

English Translation of Front-End Manufacturing Supply Agreement, dated July 31, 2013, by and between Micron Semiconductor Asia Pte.

and Elpida Memory, Inc.

English Translation of Research and Development Engineering Services Agreement, dated July 31, 2013, by and between Micron Technology, Inc.

and Elpida Memory, Inc.

English Translation of General Services Agreement, dated July 31, 2013, by and between Micron Semiconductor Asia Pte.

and Elpida Memory, Inc.

Form of Capped Call Confirmation dated February 2013

Amended and Restated Supplemental Wafer Supply Agreement, dated February 10, 2017, by and among Micron Technology, Inc., Intel Corporation and Micron Semiconductor Asia Pte.

2016 Technology Transfer and License Option Agreement for 1Y Process Node dated as of February 3, 2016 by and between Micron Technology, Inc.

10-Q 2/28/13 10.127 4/8/13

10.13* Second Amended and Restated Technology Transfer and License Agreement for 68-50NM Process Nodes, dated as of January 17, 2013, by and between Micron Technology, Inc.

and Nanya Technology Corporation

2016 First Amendment to the Second Amended and Restated Operating Agreement dated January 5, 2016 by and among Micron Technology, Inc.

and Intel Corporation

Amendment to Technology Transfer and License Option Agreement for 1Y Process Node dated as of May 17, 2016 by and between Micron Technology Inc.

10-Q/A 2/28/13 10.128 8/7/13

10.14* Third Amended and Restated Technology Transfer and License Agreement, dated as of January 17, 2013, by and between Micron Technology, Inc.

and Nanya Technology Corporation

10-Q 2/28/13 10.129 4/8/13

10.15** Deferred Compensation Plan

10-Q 5/31/18 10.64 6/22/18

10.16** Executive Agreement , dated April 26, 2017 , by and between Micron Technology, Inc.

and Sanjay Mehrotra

10-Q 6/1/17 10.67 6/30/17

10.17** Severance Benefits for Sumit Sadana

Second Amendment to the Amended and Restated Severance Agreement effective July 24, 2017 by and between Micron Technology, Inc.

10-Q 11/30/17 10.70 12/20/17

10.18** Form of Amendment to Executive/Severance Agreement

8-K 99.1 11/13/17

10.19** Severance Benefits for Manish Bhatia

10-Q 11/30/17 10.74 12/20/17

10.20** Micron Technology, Inc.

Employee Stock Purchase Plan

DEF 14A A 12/7/17

10.21** Severance Benefits for David A.

10-Q 3/1/18 10.76 3/23/18

10.22 Credit Agreement, dated as of July 3, 2018, by and among Micron Technology, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto and each financial institution party from time to time thereto

10-K 8/30/18 10.68 10/15/18

10.23 Guarantee and Collateral Agreement, dated as of July 3, 2018, made by Micron Technology, Inc.

and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as collateral agent

Exhibit Number

Description of Exhibit

Filed Herewith

Period Ending

Exhibit/ Appendix

10-K 8/30/18 10.69 10/15/18

10.24 Incremental Amendment No.

1 to Credit Agreement dated July 3, 2018, by and among Micron Technology, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto and each financial institution party from time to time thereto

1 to Credit Agreement dated as of July 3, 2018, by and among Micron Technology, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto and each financial institution party from time to time thereto

10-Q 11/29/18 10.70 12/19/18

10.25 Incremental Amendment No.

2 to Credit Agreement dated July 3, 2018 by and among Micron Technology, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto and each financial institution party from time to time thereto

2 to Credit Agreement dated as of July 3, 2018 by and among Micron Technology, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto and each financial institution party from time to time thereto

10-K 8/29/19 10.42 10/17/19

21.1 Subsidiaries of the Registrant

4 unchanged sentences

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover 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.

FORM 10-K SUMMARY

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

Micron Technology, Inc.

October 17, 2019

Date October 19, 2020 By:

Senior Vice President and Chief Financial Officer

1 unchanged sentence

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.

/s/ Sanjay Mehrotra

President and

October 17, 2019

(Sanjay Mehrotra)

Chief Executive Officer and

Signature Title Date

/s/ Sanjay Mehrotra President and October 19, 2020

(Sanjay Mehrotra) Chief Executive Officer and

(Principal Executive Officer)

Senior Vice President and

October 17, 2019

Chief Financial Officer

Zinsner Senior Vice President and October 19, 2020

Zinsner) Chief Financial Officer

(Principal Financial Officer)

/s/ Paul Marosvari

Vice President and

October 17, 2019

(Paul Marosvari)

Chief Accounting Officer

/s/ Paul Marosvari Vice President and October 19, 2020

(Paul Marosvari) Chief Accounting Officer

(Principal Accounting Officer)

/s/ Robert L.

October 17, 2019

Bailey Director October 19, 2020

/s/ Richard M.

October 17, 2019

/s/ Patrick J.

October 17, 2019

/s/ Steve Gomo

October 17, 2019

/s/ Mary Pat McCarthy

October 17, 2019

Beyer Director October 19, 2020

/s/ Lynn Dugle Director October 19, 2020

/s/ Steve Gomo Director October 19, 2020

/s/ Mary Pat McCarthy Director October 19, 2020

(Mary Pat McCarthy)

/s/ Robert E.

Chairman of the Board

October 17, 2019

/s/ MaryAnn Wright

October 17, 2019

Switz Chairman of the Board October 19, 2020

Switz) Director

/s/ MaryAnn Wright Director October 19, 2020

(MaryAnn Wright)

93 | 2020 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures