美光科技美股招股说明书(2025-01-14版)

Micron Technology, Inc. is offering $1,000,000,000 aggregate principal amount of 5.80% senior notes due 2035(the “notes”). The notes will bear interest at the rate of 5.80% per year. Interest on the notes will be payable semi-annually inarrears on January 15 and July 15 of each year, beginning July 15, 2025. The notes will mature on January 15, 2035. We may redeem some or all of the notes, at any time or from time to time, at a redemption price equal to thegreater of (i) a make-whole amount (as described in the section entitled “Description of the Notes — OptionalRedemption”) and (ii) 100% of the principal amount of the notes to be redeemed, plus accrued and unpaidinterest thereon to, but excluding, the redemption date. In addition, we may redeem the notes, in whole or inpart, at any time from or after October 15, 2034, at a redemption price equal to 100% of the principal amount ofthe notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. See“Description of the Notes — Optional Redemption” in this prospectus supplement for more information. We willbe required to make an offer to purchase the notes, at a price equal to 101% of their principal amount, plusaccrued and unpaid interest to, but excluding, the date of purchase, upon the occurrence of a Change of ControlTriggering Event (as defined herein). See the section entitled “Description of the Notes — Repurchase of NotesUpon a Change of Control Triggering Event” for more information. The notes will be our senior unsecured obligations and will rank equally with all of our other existing and futureunsecured and unsubordinated indebtedness from time to time outstanding. Investing in the notes involves risks. See “Risk Factors” beginning on page S-6 for a discussion ofcertain risks that should be considered in connection with an investment in the notes. Neither the U.S. Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of the notes or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriters have agreed to reimburse us for certain expenses in connection with the offering. See“Underwriting.” Interest on the notes will accrue from January 16, 2025. The notes will be issued in registered, book-entry formonly without interest coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excessthereof. The notes will not be listed on any securities exchange. Currently there is no public market for thenotes. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of TheDepository Trust Company and its participants, including Euroclear Bank S.A./N.V and Clearstream Banking,S.A., on or about January 16, 2025, which will be the third business day from the date of the pricing of thenotes. Joint Book-Running Managers Morgan Stanley BNP PARIBAS J.P. Morgan Wells Fargo SecuritiesANZ SecuritiesBofA Securities COMMERZBANK MizuhoMUFGUS Bancorp Co-ManagersSiebert Williams ShankAcademy SecuritiesBarclaysCIBC Capital Markets Citigroup Credit Agricole CIB Goldman Sachs & Co. LLCHSBC ICBC Standard Bank PNC Capital Markets LLC Scotiabank SMBC NikkoTD SecuritiesTruist Securities January 13, 2025 TABLE OF CONTENTS Prospectus SupplementPageCautionary Note on Forward-Looking StatementsS-iiAbout This Prospectus SupplementS-ivSummaryS-1Risk FactorsS-6Use of ProceedsS-10Cash and CapitalizationS-11Description of the NotesS-13Material U.S. Federal Income Tax ConsequencesS-35UnderwritingS-40Validity of SecuritiesS-46ExpertsS-46Where You Can Find More InformationS-46ProspectusPageAbout This Prospectus1Where You Can Find More Information; Incorporation By Reference2The Company4Risk Factors5Use of Proceeds6Description of Securities7Plan of Distribution8Legal Matters9Experts9 CAUTIONARY NOTE ON FORWARD-LOOKINGSTATEMENTS This prospectus supplement, the accompanying prospectus and the informationincorporated herein and therein by reference contain trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-lookingstatements may be identified by words such as “anticipate,” “expect,” “intend,” “pledge,”“committed,” “plan,” “opportunities,” “future,” “believe,” “target,” “on track,” “estimate,”“continue,” “likely,” “may,” “will,” “would,” “should,” “could,” and variations of such words andsimilar expressions. However, the absence of these words or similar expressions does notmean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to statements such as thosemade regarding: •expected production ramp of certain products;•plans to invest in research and development, including the plans to implement EUVlithography;•anticipated technological developments;•potential change in our effective tax rate;•the timing for c