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Item 9A. Controls and Procedures

2023-10-06 compared with 2022-10-07 · 50 added, 11 removed, 152 unchanged (29% of the section changed)

12 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 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.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 31, 2023.

The effectiveness of our internal control over financial reporting as of August 31, 2023 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

91 | 2022 10-K

Securities Trading Plans of Directors and Executive Officers

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

On May 15, 2023 , Sanjay Mehrotra , our President, Chief Executive Officer and Director , adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 812,284 shares of our common stock, including up to 612,284 shares subject to outstanding stock options, which were granted in calendar 2017 and would otherwise expire in calendar 2025.

The remaining shares subject to the trading arrangement are shares acquired by Mr.

Mehrotra pursuant to our Restricted Stock Awards.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The first date that sales of any shares were permitted to be sold under the trading arrangement was August 14, 2023, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until May 8, 2025 , or earlier if all transactions under the trading arrangement are completed.

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

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.

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our 2023 Proxy Statement which will be filed with the SEC within 120 days after August 31, 2023 and is incorporated herein by reference.

95 | 2023 10-K

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

6 unchanged sentences

See “Index to Exhibits” within Item 15 below.

93 | 2022 10-K

VALUATION AND QUALIFYING ACCOUNTS

4 unchanged sentences

Deferred Tax Asset Valuation Allowance

Year ended September 1, 2022 $ 233 $ 241 $ ( 3 ) $ 471

Year ended August 31, 2023 $ 471 $ 58 $ ( 1 ) $ 528

Year ended September 1, 2022 233 241 ( 3 ) 471

Year ended September 2, 2021 294 ( 54 ) ( 7 ) 233

97 | 2023 10-K

Index to Exhibits

31 unchanged sentences

4.12 Description of Registrant’s Securities

4.13 Fifth Supplemental Indenture, dated as of October 31, 2022, by and between Micron Technology, Inc.

Bank Trust Company, National Association, as Trustee

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

4.15 Sixth Supplemental Indenture, dated as of February 9, 2023, by and between Micron Technology, Inc.

Bank Trust Company, National Association, as Trustee

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

4.17 Seventh Supplemental Indenture, dated as of April 11, 2023, by and between Micron Technology, Inc.

Bank Trust Company, National Association, as Trustee

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

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

10.1* Micron Technology, Inc.

2 unchanged sentences

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

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

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

9 unchanged sentences

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.

9 unchanged sentences

10-Q 6/2/22 10.1 7/1/22

95 | 2022 10-K

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

10.16* Severance Benefits for Mark Murphy

4 unchanged sentences

10-Q 6/3/21 10.23 7/1/21

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

12/1/22 10.4 12/22/22

Incremental Amendment No.

1, dated as of January 5, 2023, to the Term Loan Credit Agreement, dated as of November 3, 2022, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

3/2/23 10.1 3/29/23

Amendment No.

1 to Term Loan Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

3/2/23 10.3 3/29/23

Amendment No.

2 to Term Loan Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

3/2/23 10.2 3/29/23

Amendment No.

1 to Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, HSBC Bank USA, National Association, as administrative agent, and the lenders party thereto

3/2/23 10.4 3/29/23

Form of Consent for Named Executive Officers

3/2/23 10.5 3/29/23

Amendment No.

2 to Credit Agreement, dated as of June 7, 2023, by HSBC Bank USA, National Association, as administrative agent

6/1/23 10.1 6/29/23

Amendment No.

2 to Term Loan Credit Agreement, dated as of June 7, 2023, by Wells Fargo Bank, National Association, as administrative agent

6/1/23 10.2 6/29/23

21.1 Subsidiaries of the Registrant

1 unchanged sentence

31.1 Rule 13a-14(a) Certification of Chief Executive Officer

99 | 2023 10-K

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

31.2 Rule 13a-14(a) Certification of Chief Financial Officer

1 unchanged sentence

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

97.1 C ompensation Recoupment (Clawback) Policy, as amended and restated

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

39 unchanged sentences

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