Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.
During the fourth quarter of 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 1, 2022. The effectiveness of our internal control over financial reporting as of September 1, 2022 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.
ITEM 9B. OTHER INFORMATION
None.
91 | 2022 10-K
Table of Contents
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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, “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 2022 Proxy Statement which will be filed with the SEC within 120 days after September 1, 2022 and is incorporated herein by reference.
92
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following documents are filed as part of this report:
1 Financial Statements: See our consolidated financial statements under Item 8.
2 Financial Statement Schedule:
See “Schedule II – Valuation and Qualifying Accounts” within Item 15 below.
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
3 Exhibits. See “Index to Exhibits” within Item 15 below.
93 | 2022 10-K
Table of Contents
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In millions)
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 1, 2022 $ 233 $ 241 $ ( 3 ) $ 471
Year ended September 2, 2021 294 ( 54 ) ( 7 ) 233
Year ended September 3, 2020 277 20 ( 3 ) 294
94
Table of Contents
Index to Exhibits
Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date
3.1 Restated Certificate of Incorporation of the Registrant
8-K 99.2 1/26/15
3.2 Bylaws of the Registrant, Amended and Restated
8-K 3.1 2/16/21
4.1 Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee
8-K 4.1 2/6/19
4.2 First Supplemental Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee
8-K 4.2 2/6/19
4.3 Form of Note for Micron Technology, Inc.’s 4.975% Senior Notes due 2026 (included in Exhibit 4.2)
8-K 4.4 2/6/19
4.4 Form of Note for Micron Technology, Inc.’s 5.327% Senior Notes due 2029 (included in Exhibit 4.2)
8-K 4.5 2/6/19
4.5 Second Supplemental Indenture, dated as of July 12, 2019, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee
8-K 4.2 7/12/19
4.6 Form of Note for Micron Technology, Inc.’s 4.185% Senior Notes due 2027 (included in Exhibit 4. 5 )
8-K 4.3 7/12/19
4.7 Form of Note for Micron Technology, Inc.’s 4.663% Senior Notes due 2030 (included in Exhibit 4. 5 )
8-K 4.4 7/12/19
4.8 Fourth Supplemental Indenture, dated as of November 1, 2021, by and between Micron Technology, Inc. and U.S. Bank National Association, as Trustee
8-K 4.2 11/1/21
4.9 Form of Note for Micron Technology, Inc.’s 2.703% Senior Notes due 2032 (included in Exhibit 4.8)
8-K 4.3 11/1/21
4.10 Form of Note for Micron Technology, Inc.’s 3.366% Senior Notes due 2041 (included in Exhibit 4.8)
8-K 4.4 11/1/21
4.11 Form of Note for Micron Technology, Inc.’s 3.477% Senior Notes due 2051 (included in Exhibit 4.8)
8-K 4.5 11/1/21
4.12 Description of Registrant’s Securities
X
10.1* Micron Technology, Inc. Executive Officer Performance Incentive Plan
DEF 14A B 12/7/17
10.2* Amended and Restated 2004 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
DEF 14A A 12/1/20
10.5* 2007 Equity Incentive Plan Forms of Agreement and Terms and Conditions
10-Q 12/2/21 10.1 1/6/22
10.6* Nonstatutory Stock Option Plan, as Amended
10-K 9/1/16 10.10 10/28/16
10.7* Nonstatutory Stock Option Plan Form of Agreement and Terms and Conditions
10-K 9/1/16 10.11 10/28/16
10.8* Form of Indemnification Agreement between the Registrant and its officers and directors
10-Q 2/27/14 10.3 4/7/14
10.9* Form of Severance Agreement
8-K 99.2 11/1/07
10.10* Deferred Compensation Plan, as amended
10-Q 6/2/22 10.2 7/1/22
10.11* Amended and Restated Executive Agreement by and between Micron Technology, Inc. and Sanjay Mehrotra
X
10.12* Severance Benefits for Sumit Sadana
10-Q 11/30/17 10.70 12/20/17
10.13* Form of Amendment to Executive/Severance Agreement
8-K 99.1 11/13/17
10.14* Severance Benefits for Manish Bhatia
10-Q 11/30/17 10.74 12/20/17
10.15* Micron Technology, Inc. Employee Stock Purchase Plan, as amended and restated
10-Q 6/2/22 10.1 7/1/22
95 | 2022 10-K
Table of Contents
Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date
10.16* Severance Benefits for Mark Murphy
10-Q 6/2/22 10.3 7/1/22
10.17 Credit Agreement, dated as of May 14, 2021, by and among Micron Technology, Inc., as borrower, HSBC Bank USA, National Association, as administrative agent, the other agents party thereto, and each financial institution party from time to time thereto
10-Q 6/3/21 10.22 7/1/21
10.18 Term Loan Credit Agreement, dated as of May 14, 2021, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto, and each financial institution party from time to time thereto
10-Q 6/3/21 10.23 7/1/21
21.1 Subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
X
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
X
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
X
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
X
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
* Indicates management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
96
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Micron Technology, Inc.
Date October 7, 2022 By: /s/ Mark Murphy
Mark Murphy
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Sanjay Mehrotra President and October 7, 2022
(Sanjay Mehrotra) Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ Mark Murphy Executive Vice President and October 7, 2022
(Mark Murphy) Chief Financial Officer
(Principal Financial Officer)
/s/ Scott Allen Corporate Vice President and October 7, 2022
(Scott Allen) Chief Accounting Officer
(Principal Accounting Officer)
/s/ Richard M. Beyer Director October 7, 2022
(Richard M. Beyer)
/s/ Lynn Dugle Director October 7, 2022
(Lynn Dugle)
/s/ Steve Gomo Director October 7, 2022
(Steve Gomo)
/s/ Linnie Haynesworth Director October 7, 2022
(Linnie Haynesworth)
/s/ Mary Pat McCarthy Director October 7, 2022
(Mary Pat McCarthy)
/s/ Robert E. Switz Chair of the Board October 7, 2022
(Robert E. Switz) Director
/s/ MaryAnn Wright Director October 7, 2022
(MaryAnn Wright)
97 | 2022 10-K