UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 2, 2021

OR

☐ TRANSITION 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

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		75-1618004
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8000 S. Federal Way, Boise, Idaho		83716-9632
(Address of principal executive offices)		(Zip Code)
(Registrant’s telephone number, including area code)		(208) 368-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	MU	Nasdaq Global Select Market

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	☒	No	☐
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).					Yes	☒	No	☐
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	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company	Emerging Growth Company
☒	☐	☐	☐	☐
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).					Yes	☐	No	☒

The number of outstanding shares of the registrant’s common stock as of January 3, 2022 was 1,119,777,110.

Micron Corporate Profile
Founded on October 5, 1978 Headquartered in Boise, Idaho, USA 4th Largest semiconductor company in the world, excluding IP/software revenue* 135 On the 2021 Fortune 500 48,500+ Patents granted and growing*** 17 Countries** 11 Manufacturing sites*** and 14 customer labs** ~43,000 Team members**
		It’s All About Data
		Data is today’s new business currency, and memory and storage are a critical foundation for the data economy. Memory and storage innovations are transforming society and enabling significant value for all.
		Who We Are
		Micron designs, develops and manufactures industry-leading memory and storage products. By providing foundational capability for AI and 5G across data center, the intelligent edge, and consumer devices, we unlock innovation across industries including healthcare, automotive and communications. Our technology and expertise are central to maximizing value from cutting-edge computing applications and new business models which disrupt and advance the industry.
		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 advancing technologies to collect, store and manage data with unprecedented speed and efficiency, we lead the transformation of data to intelligence. In a world of change, we remain nimble, delivering products that help inspire the world to learn, communicate and advance faster than ever.
		Our Commitment
*Gartner Market Share: Semiconductors by End Market, Worldwide, 2020 (April 2021) **Micron data as of September 2, 2021 ***Micron data as of November 19, 2021		Our customers depend on our innovative solutions every day. We dedicate ourselves to demonstrating our environmental conscience, an inclusive team culture where all voices are heard and respected, and engaging in our communities to enrich life for all.
Media Inquiries mediarelations@micron.com Government Inquiries govaffairs@micron.com Investor Inquiries investorrelations@micron.com		Global Product Portfolio
		DRAM | NAND | NOR | Solid-State Drives | Graphics and High Bandwidth Memory (HBM) | Managed NAND and Multichip Packages
	Connect with us on micron.com
© 2022 Micron Technology, Inc. Micron, the Micron orbit 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 10/21 CCMMD-1707390403-3712

Table of Contents

Introduction		4
Part I. Financial Information
Item 1.	Financial Statements:
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Income	7
	Consolidated Balance Sheets	8
	Consolidated Statements of Changes in Equity	9
	Consolidated Statements of Cash Flows	10
	Notes to Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Results of Operations	30
	Liquidity and Capital Resources	33
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35
Part II. Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 6.	Exhibits	57
Signatures		58

3

Definitions of Commonly Used Terms

As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its 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:

Term	Definition	Term	Definition
2023 Notes	2.497% Senior Notes due 2023	Inotera	Inotera Memories, Inc.
2024 Notes	4.640% Senior Notes due 2024	Intel	Intel Corporation
2024 Term Loan A	Senior Term Loan A due 2024	LIBOR	London Interbank Offered Rate
2026 Notes	4.975% Senior Notes due 2026	LPDRAM	Low-Power DRAM
2027 Notes	4.185% Senior Notes due 2027	MCP	Multichip packaged solutions with managed NAND and LPDRAM
2029 Notes	5.327% Senior Notes due 2029	Micron	Micron Technology, Inc. (Parent Company)
2030 Notes	4.663% Senior Notes due 2030	MTU	Micron Technology Utah, LLC
2032 Green Bonds	2.703% Senior Notes due 2032	Qimonda	Qimonda AG
2041 Notes	3.366% Senior Notes due 2041	Revolving Credit Facility	$2.5 billion Revolving Credit Facility due May 2026
2051 Notes	3.477% Senior Notes due 2051	SOFR	Secured Overnight Financing Rate
DDR	Double Data Rate DRAM	SSD	Solid State Drive
EUV	Extreme ultraviolet lithography	TI	Texas Instruments Incorporated
IMFT	IM Flash Technologies, LLC

Micron Technology, Inc., including its consolidated subsidiaries, is an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

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.

Available Information

Investors 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 (investors.micron.com), filings with the U.S. Securities and Exchange Commission (the “SEC”), press releases, public conference calls, and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to the public and 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.

4 | 2022 Q1 10-Q

Forward-Looking Statements

This Form 10-Q 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. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to, statements such as those made regarding the impact of coronavirus disease 2019, including variant strains (“COVID-19”) to our business, including in Xi’an China; the sufficiency of our cash and investments; the payment of future cash dividends; capital spending in 2022; and funding of sustainability-focused projects. 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 II. Other Information – Item 1A. Risk Factors.”

5

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Micron Technology, Inc.

Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)

Three months ended	December 2, 2021		December 3, 2020
Revenue	$	7,687	$	5,773
Cost of goods sold	4,122		4,037
Gross margin	3,565		1,736
Research and development	712		647
Selling, general, and administrative	259		214
Restructure and asset impairments	38		8
Other operating (income) expense, net	(75)		1
Operating income	2,631		866
Interest income	10		10
Interest expense	(45)		(48)
Other non-operating income (expense), net	(75)		13
	2,521		841
Income tax (provision) benefit	(219)		(51)
Equity in net income (loss) of equity method investees	4		13
Net income	$	2,306	$	803
Earnings per share
Basic	$	2.06	$	0.72
Diluted	2.04		0.71
Number of shares used in per share calculations
Basic	1,119		1,115
Diluted	1,130		1,135

See accompanying notes to consolidated financial statements.

6 | 2022 Q1 10-Q

Micron Technology, Inc.

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

Three months ended	December 2, 2021		December 3, 2020
Net income	$	2,306	$	803
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments	(86)		40
Gains (losses) on investments	(7)		(1)
Other comprehensive income (loss)	(93)		39
Total comprehensive income	$	2,213	$	842

See accompanying notes to consolidated financial statements.

7

Micron Technology, Inc.

Consolidated Balance Sheets

(In millions, except par value amounts)

(Unaudited)

As of	December 2, 2021		September 2, 2021
Assets
Cash and equivalents	$	8,680	$	7,763
Short-term investments	900		870
Receivables	5,250		5,311
Inventories	4,827		4,487
Assets held for sale	13		974
Other current assets	521		502
Total current assets	20,191		19,907
Long-term marketable investments	1,817		1,765
Property, plant, and equipment	35,155		33,213
Operating lease right-of-use assets	574		551
Intangible assets	347		349
Deferred tax assets	746		782
Goodwill	1,228		1,228
Other noncurrent assets	1,188		1,054
Total assets	$	61,246	$	58,849
Liabilities and equity
Accounts payable and accrued expenses	$	5,470	$	5,325
Current debt	118		155
Other current liabilities	924		944
Total current liabilities	6,512		6,424
Long-term debt	6,904		6,621
Noncurrent operating lease liabilities	523		504
Noncurrent unearned government incentives	767		808
Other noncurrent liabilities	632		559
Total liabilities	15,338		14,916
Commitments and contingencies
Micron shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,220 shares issued and 1,120 outstanding (1,216 shares issued and 1,119 outstanding as of September 2, 2021)	122		122
Additional capital	9,564		9,453
Retained earnings	41,267		39,051
Treasury stock, 100 shares held (97 shares as of September 2, 2021)	(4,954)		(4,695)
Accumulated other comprehensive income (loss)	(91)		2
Total equity	45,908		43,933
Total liabilities and equity	$	61,246	$	58,849

See accompanying notes to consolidated financial statements.

8 | 2022 Q1 10-Q

Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions)

(Unaudited)

	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Number of Shares	Amount
Balance at September 2, 2021	1,216	$	122	$	9,453	$	39,051	$	(4,695)	$	2	$	43,933
Net income	—	—		—		2,306		—		—		2,306
Other comprehensive income (loss), net	—	—		—		—		—		(93)		(93)
Stock issued under stock plans	5	—		5		—		—		—		5
Stock-based compensation expense	—	—		118		—		—		—		118
Repurchase of stock	(1)	—		(12)		(90)		(259)		—		(361)
Balance at December 2, 2021	1,220	$	122	$	9,564	$	41,267	$	(4,954)	$	(91)	$	45,908

	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Number of Shares	Amount
Balance at September 3, 2020	1,194	$	119	$	8,917	$	33,384	$	(3,495)	$	71	$	38,996
Net income	—	—		—		803		—		—		803
Other comprehensive income (loss), net	—	—		—		—		—		39		39
Stock issued under stock plans	5	1		33		—		—		—		34
Stock-based compensation expense	—	—		92		—		—		—		92
Repurchase of stock	(1)	—		(8)		(49)		—		—		(57)
Balance at December 3, 2020	1,198	$	120	$	9,034	$	34,138	$	(3,495)	$	110	$	39,907

See accompanying notes to consolidated financial statements.

9

Micron Technology, Inc.

Consolidated Statements of Cash Flows

(in millions)

(Unaudited)

Three months ended	December 2, 2021		December 3, 2020
Cash flows from operating activities
Net income	$	2,306	$	803
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets	1,671		1,487
Stock-based compensation	118		92
(Gain) loss on debt repurchases and conversions	83		—
Change in operating assets and liabilities
Receivables	67		251
Inventories	(344)		130
Accounts payable and accrued expenses	(42)		(753)
Deferred income taxes, net	54		(24)
Other	25		(19)
Net cash provided by operating activities	3,938		1,967
Cash flows from investing activities
Expenditures for property, plant, and equipment	(3,265)		(2,738)
Purchases of available-for-sale securities	(528)		(1,002)
Proceeds from sale of Lehi, Utah fab	893		—
Proceeds from maturities of available-for-sale securities	313		216
Proceeds from sales of available-for-sale securities	124		45
Proceeds from government incentives	55		40
Other	(77)		21
Net cash provided by (used for) investing activities	(2,485)		(3,418)
Cash flows from financing activities
Repayments of debt	(1,949)		(84)
Repurchases of common stock - repurchase program	(259)		—
Payments of dividends to shareholders	(112)		—
Repurchases of common stock - withholdings on employee equity awards	(102)		(57)
Payments on equipment purchase contracts	(78)		(97)
Proceeds from issuance of debt	2,000		—
Other	(13)		24
Net cash provided by (used for) financing activities	(513)		(214)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash	(6)		27
Net increase (decrease) in cash, cash equivalents, and restricted cash	934		(1,638)
Cash, cash equivalents, and restricted cash at beginning of period	7,829		7,690
Cash, cash equivalents, and restricted cash at end of period	$	8,763	$	6,052

See accompanying notes to consolidated financial statements.

10 | 2022 Q1 10-Q

Micron Technology, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Significant Accounting Policies

For a discussion of our significant accounting policies, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended September 2, 2021. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended September 2, 2021.

Basis of Presentation

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 (“U.S. GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended September 2, 2021.

In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2022 and 2021 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended September 2, 2021.

Lehi, Utah Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi, Utah that was dedicated to 3D XPoint production. As a result, we classified the property, plant, and equipment as held for sale as of the second quarter of 2021 and ceased depreciating the assets. On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI and closed the sale on October 22, 2021.

In the first quarter of 2022, we received $893 million from TI for the sale of the Lehi facility and disposed of $918 million of net assets, consisting primarily of property, plant, and equipment of $921 million; $55 million of other assets, consisting primarily of a receivable for reimbursement of property taxes, equipment spare parts, and raw materials; and $58 million of liabilities, consisting primarily of a finance lease obligation. As a result of the disposition of the Lehi facility and other related adjustments, we recognized a loss of $23 million included in restructure and asset impairments in the first quarter of 2022.

In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection with the definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs. In the second quarter of 2021, we also recognized a charge of $49 million in cost of goods sold to write down 3D XPoint inventory in connection with our decision to cease further development of this technology.

11

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:

	December 2, 2021								September 2, 2021
As of	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	$	6,516	$	—	$	—	$	6,516	$	5,796	$	—	$	—	$	5,796
Level 1(2)
Money market funds	105		—		—		105		38		—		—		38
Level 2(3)
Certificates of deposits	1,996		63		—		2,059		1,907		69		—		1,976
Corporate bonds	1		510		1,155		1,666		9		429		1,134		1,572
Asset-backed securities	—		81		559		640		8		95		509		612
Government securities	16		169		103		288		1		190		122		313
Commercial paper	46		77		—		123		4		87		—		91
	8,680		$	900	$	1,817	$	11,397	7,763		$	870	$	1,765	$	10,398
Restricted cash(4)	83								66
Cash, cash equivalents, and restricted cash	$	8,763							$	7,829

(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 the fair values indicated by such pricing information as of December 2, 2021 or September 2, 2021.

(4)Restricted cash is included in other current assets and other noncurrent assets and primarily relates to certain government incentives received prior to being earned and for which restrictions lapse upon achieving certain performance conditions.

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

In addition to the amounts included in the table above, we had $167 million and $153 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of December 2, 2021 and September 2, 2021, respectively.

Receivables

As of	December 2, 2021		September 2, 2021
Trade receivables	$	4,924	$	4,920
Income and other taxes	217		264
Other	109		127
	$	5,250	$	5,311

12 | 2022 Q1 10-Q

Inventories

As of	December 2, 2021		September 2, 2021
Finished goods	$	610	$	513
Work in process	3,661		3,469
Raw materials and supplies	556		505
	$	4,827	$	4,487

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO. The change to FIFO was not material to any prior periods, and as such, prior periods were not retrospectively adjusted.

Property, Plant, and Equipment

As of	December 2, 2021		September 2, 2021
Land	$	280	$	280
Buildings	15,440		14,776
Equipment(1)	54,271		51,902
Construction in progress(2)	1,440		1,517
Software	1,096		987
	72,527		69,462
Accumulated depreciation	(37,372)		(36,249)
	$	35,155	$	33,213

(1)Includes costs related to equipment not placed into service of $3.15 billion as of December 2, 2021 and $1.99 billion as of September 2, 2021.

(2)Includes building-related construction, tool installation, and software costs for assets not placed into service.

Intangible Assets and Goodwill

	December 2, 2021				September 2, 2021
As of	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Product and process technology	$	643	$	(296)	$	633	$	(284)
Goodwill	1,228				1,228

In the first quarters of 2022 and 2021, we capitalized $18 million and $22 million, respectively, for product and process technology with weighted-average useful lives of 11 years and 10 years, respectively. Amortization expense was $20 million for both the first three months of 2022 and 2021. Expected amortization expense is $55 million for the remainder of 2022, $63 million for 2023, $56 million for 2024, $36 million for 2025, and $27 million for 2026.

13

Leases

Operating lease costs include short-term and variable lease expenses. Short-term, variable leases, and sublease income are not material for the periods presented. The components of lease expense are presented below:

Three months ended	December 2, 2021		December 3, 2020
Finance lease cost
Amortization of right-of-use asset	$	25	$	16
Interest on lease liability	6		5
Operating lease cost	29		27
	$	60	$	48

Supplemental cash flow information related to leases was as follows:

Three months ended	December 2, 2021		December 3, 2020
Cash flows used for operating activities
Finance leases	$	5	$	6
Operating leases	27		27
Cash flows used for financing activities from financing leases	20		21
Noncash acquisitions of right-of-use assets
Finance leases	198		61
Operating leases	39		7

Supplemental balance sheet information related to leases was as follows:

As of	December 2, 2021			September 2, 2021
Finance lease right-of-use assets (included in property, plant, and equipment and assets held for sale)	$	886		$	766
Current operating lease liabilities (included in accounts payable and accrued expenses)	58			55
Weighted-average remaining lease term (in years)
Finance leases	6			5
Operating leases	7			7
Weighted-average discount rate
Finance leases	2.69		%	3.14		%
Operating leases	2.63		%	2.63		%

Maturities of lease liabilities existing as of December 2, 2021 were as follows:

For the year ending	Finance Leases		Operating Leases
Remainder of 2022	$	103	$	53
2023	123		72
2024	98		66
2025	83		53
2026	83		49
2027 and thereafter	565		407
Less imputed interest	(129)		(119)
	$	926	$	581

14 | 2022 Q1 10-Q

The table above excludes any lease liabilities for leases that have been executed but have not yet commenced. As of December 2, 2021, we had such lease liabilities relating to (1) operating lease payment obligations of $147 million for the initial 10-year lease term for a building, and (2) finance lease obligations of $324 million over a weighted-average period of 14 years for gas supply arrangements deemed to contain embedded leases. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

Accounts Payable and Accrued Expenses

As of	December 2, 2021		September 2, 2021
Accounts payable	$	1,896	$	1,744
Property, plant, and equipment	2,105		1,887
Salaries, wages, and benefits	700		984
Income and other taxes	448		364
Other	321		346
	$	5,470	$	5,325

Debt

	December 2, 2021										September 2, 2021
					Net Carrying Amount						Net Carrying Amount
As of	Stated Rate		Effective Rate		Current		Long-Term		Total		Current		Long-Term		Total
2024 Term Loan A	0.965	%	1.00	%	$	—	$	1,186	$	1,186	$	—	$	1,186	$	1,186
2026 Notes	4.975	%	5.07	%	—		498		498		—		498		498
2027 Notes(1)	4.185	%	4.27	%	—		883		883		—		901		901
2029 Notes	5.327	%	5.40	%	—		697		697		—		696		696
2030 Notes	4.663	%	4.73	%	—		846		846		—		846		846
2032 Green Bonds	2.703	%	2.77	%	—		994		994		—		—		—
2041 Notes	3.366	%	3.41	%	—		496		496		—		—		—
2051 Notes	3.477	%	3.52	%	—		496		496		—		—		—
Finance lease obligations	N/A		2.69	%	118		808		926		155		649		804
2023 Notes	N/A		N/A		—		—		—		—		1,247		1,247
2024 Notes	N/A		N/A		—		—		—		—		598		598
					$	118	$	6,904	$	7,022	$	155	$	6,621	$	6,776

(1)In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%. The fixed-to-floating interest rate swaps are accounted for as fair value hedges, as a result, the carrying value of our 2027 Notes reflects adjustments in fair value.

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Debt Activity

The table below presents the effects of issuances and prepayments of debt in the first quarter of 2022:

	Increase (Decrease) in Principal		Increase (Decrease) in Carrying Value		Increase (Decrease) in Cash		Gain (Loss)
Issuances
2032 Green Bonds	$	1,000	$	994	$	994	$	—
2041 Notes	500		496		496		—
2051 Notes	500		496		496		—
Prepayments
2023 Notes	(1,250)		(1,247)		(1,281)		(34)
2024 Notes	(600)		(598)		(647)		(49)
	$	150	$	141	$	58	$	(83)

Senior Unsecured Notes

On November 1, 2021, we issued $2.00 billion aggregate principal amount of unsecured 2032 Green Bonds, 2041 Notes, and 2051 Notes in a public offering. Issuance costs for these notes were $14 million.

We may redeem our 2026 Notes, 2027 Notes, 2029 Notes, 2030 Notes, 2032 Green Bonds, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at our option prior to their respective maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal, in each case plus accrued interest. We may also redeem any series of our Senior Unsecured Notes, in whole or in part, at a price equal to par between two and six months prior to maturity in accordance with the respective terms of such series.

Each series of Senior Unsecured Notes contains covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting 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.

Revolving Credit Facility

As of December 2, 2021, $2.50 billion was available to us under the Revolving Credit Facility and no amounts were outstanding. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid any time without penalty. Any amounts drawn under the Revolving Credit Facility would generally bear interest at a rate equal to LIBOR plus 1.00% to 1.75%, depending on our corporate credit ratings.

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Maturities of Notes Payable

As of December 2, 2021, maturities of notes payable were as follows:

Remainder of 2022	$	—
2023	—
2024	—
2025	1,188
2026	500
2027 and thereafter	4,450
Unamortized discounts	(29)
Hedge accounting fair value adjustment	(13)
	$	6,096

Contingencies

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 5, 2021, the District Court dismissed MLC’s claims with prejudice pursuant to a stipulation of dismissal filed by the parties.

On December 15, 2014, Innovative Memory Solutions, Inc. 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 eight U.S. patents and seeks damages, attorneys’ fees, and costs. Subsequently, six patents were invalidated or withdrawn, leaving two asserted patents in the District Court.

On 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 Fuzhou 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 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 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 November 26, 2021, pursuant to a settlement agreement between UMC and Micron, UMC filed an application to the Fuzhou Court to withdraw its complaints against MXA and MSS.

On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and an additional complaint filed by UMC in the Fuzhou Court. The additional complaints allege that MSS infringes two Chinese patents by manufacturing and selling certain Crucial MX300 SSDs. The complaint filed by UMC 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 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order

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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 November 26, 2021, pursuant to a settlement agreement between UMC and Micron, UMC filed an application to the Fuzhou Court to withdraw its complaint against MSS.

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 filed a patent infringement action against Micron in the U.S. District Court for the Western District of Texas. The complaint alleges that four 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, attorneys’ fees, and costs. On July 21, 2020, in a separate matter, the District Court ruled that two of the four asserted patents are invalid, and on July 14, 2021, the U.S. Court of Appeals for the Federal Circuit affirmed the ruling of invalidity.

On April 28, 2021, Netlist, Inc. filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. and Micron Technology Texas, LLC in the U.S. District Court for the Western District of Texas. The first complaint alleges that a single U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are infringed by certain of our load-reduced dual in-line memory modules. Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs.

On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, Micron Semiconductor Products, Inc., and Micron Technology Texas, LLC in the U.S. District Court for the Western District of Texas. The complaint alleges that four U.S. patents are infringed by certain SSD products. The complaint seeks injunctive relief, damages, attorneys’ fees, and costs.

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

Qimonda

On January 20, 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, 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 at that time, 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 had no immediate, enforceable effect and Micron, accordingly, has been able to continue to operate with full control of the Inotera Shares subject to further

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developments in the case. On 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. On March 4, 2021, the Appeals Court issued an order setting forth a new legal view that whether the 2008 sale of Inotera Shares is voidable depends on the question whether, in October 2008, Qimonda had a restructuring plan in place, and whether Micron was aware of and reasonably relied on that restructuring plan sufficient to form a belief that Qimonda was not imminently illiquid.

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, 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 the plaintiffs the opportunity to file a consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated, amended complaint that purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. The amended complaint asserted 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 sought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief. On December 21, 2020, the District Court dismissed the plaintiffs’ claims and entered judgment against them. On January 19, 2021, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit. On May 3, 2021, several plaintiffs filed a substantially identical complaint in the U.S. District Court for the Northern District of California purportedly on behalf of a nationwide class of indirect purchasers of DRAM products. On July 19, 2021, the District Court dismissed the May 3, 2021 complaint pursuant to an agreement between the plaintiffs and Micron providing that the plaintiffs may refile the complaint if the District Court’s December 21, 2020 dismissal order is not affirmed on appeal.

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 purported to be on behalf of a nationwide class of direct purchasers of DRAM products. The consolidated complaint asserted 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 sought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief. On December 21, 2020, the District Court granted Micron’s motion to dismiss and granted the plaintiffs permission to file a further amended complaint. On January 11, 2021, the plaintiffs filed a further amended complaint asserting substantially the same claims and seeking the same relief. On September 3, 2021, the District Court granted Micron’s motion to dismiss the further amended complaint with prejudice. On October 1, 2021, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit.

Additionally, six cases have been filed in the following Canadian courts on the dates indicated: Superior Court of Quebec (April 30, 2018 and May 3, 2018), the Federal Court of Canada (May 2, 2018), the Ontario Superior Court of Justice (May 15, 2018), and the Supreme Court of British Columbia (May 10, 2018). The plaintiffs in these cases are individuals seeking certification of class actions on behalf of direct and indirect purchasers of DRAM in Canada (or regions of Canada) between June 1, 2016 and February 1, 2018. 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 March 5, 2019, a derivative complaint was filed by a shareholder against certain current and former officers and directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District of Delaware alleging securities fraud, breaches of fiduciary duties, and other violations of law involving misrepresentations about purported anticompetitive behavior in the DRAM industry. The complaint seeks damages, fees, interest, costs, and other appropriate relief.

On February 9, 2021, a derivative complaint was filed by a shareholder against Sanjay Mehrotra and other current and former directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District of Delaware alleging violations of securities laws, breaches of fiduciary duties, and other violations of law involving allegedly false and misleading statements about Micron’s commitment to diversity and progress in diversifying its workforce, executive leadership, and Board of Directors. The complaint seeks damages, fees, interest, costs, and an order requiring Micron to take various actions to allegedly improve its corporate governance and internal procedures.

Other

On December 5, 2017, Micron filed a complaint against UMC and Jinhua in the U.S. District Court for the Northern District of California. The complaint alleged that UMC and Jinhua violated the Defend Trade Secrets Act, the civil provisions of the Racketeer Influenced and Corrupt Organizations Act, and California’s Uniform Trade Secrets Act by misappropriating Micron’s trade secrets and other misconduct. Micron’s complaint sought damages, restitution, disgorgement of profits, injunctive relief, and other appropriate relief. On January 3, 2022, pursuant to a settlement agreement between UMC and Micron, the District Court dismissed Micron's claims against UMC.

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 performance ratings. On July 12, 2019, Manning and three other Company employees filed an amended complaint as putative class action representatives. On behalf of themselves and the putative class, Manning and the three other plaintiffs assert claims for violation of the Idaho 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 statute of limitations, and the plaintiffs filed a notice of appeal on July 23, 2020.

On July 31, 2020, Micron and Intel entered into a binding arbitration agreement under which the parties 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 other owes damages relating to allegations of breach of one or more agreements.

On July 13, 2015, Allied Telesis, Inc. and Allied Telesis International (Asia) Pte Ltd. filed a complaint against Micron in the Superior Court of California in Santa Clara alleging breach of implied and express warranties and fraudulent inducement to contract arising from plaintiffs’ purchase of certain allegedly defective DDR1 products between 2008 and 2010. Through subsequent amendments to the complaint, the plaintiffs substituted Allied Telesis K.K. as plaintiff, withdrew the warranty claims, and added claims of fraudulent concealment, negligent misrepresentation, negligence, and strict products liability. The plaintiff’s amended complaint seeks an unspecified award of damages, including punitive damages and lost profits. On September 3, 2020, the Superior Court granted summary judgment dismissing the claims for negligence and strict products liability and denied summary judgment as to the claims for negligent misrepresentation, fraudulent concealment, and fraudulent inducement to contract. On November 15, 2021, the Superior Court granted summary judgment dismissing the claims for negligent misrepresentation and fraudulent inducement to contract. A trial regarding plaintiff’s claim for fraudulent concealment is scheduled to begin on January 10, 2022.

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

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We are unable to predict the outcome of the patent matters, Qimonda matter, antitrust matters, securities matters, binding arbitration with Intel, or any other matters noted above, and cannot make a reasonable estimate of the potential loss or range of possible losses. 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 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.

We are currently a party to legal actions other than those described in this note arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition.

Equity

Micron Shareholders’ Equity

Common Stock Repurchases: 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 Rule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash. In the first quarter of 2022, we repurchased 3.6 million shares of our common stock for $259 million. Through December 2, 2021, we had repurchased an aggregate of $4.30 billion under the authorization. The shares repurchased were recorded as treasury stock.

Dividends: In the first quarter of 2022, we paid dividends of $112 million ($0.10 per share) that were declared in the fourth quarter of 2021. On December 17, 2021, our Board of Directors declared a quarterly dividend of $0.10 per share, payable in cash on January 18, 2022, to shareholders of record as of the close of business on January 3, 2022.

Accumulated Other Comprehensive Income: Changes in accumulated other comprehensive income by component for the three months ended December 2, 2021 were as follows:

	Gains (Losses) on Derivative Instruments		Pension Liability Adjustments		Unrealized Gains (Losses) on Investments		Cumulative Foreign Currency Translation Adjustment		Total
As of September 2, 2021	$	(22)	$	22	$	1	$	1	$	2
Other comprehensive income before reclassifications	(100)		—		(9)		—		(109)
Amount reclassified out of accumulated other comprehensive income	(3)		—		—		—		(3)
Tax effects	17		—		2		—		19
Other comprehensive income (loss)	(86)		— </