What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-10-06 compared with 2022-10-07 · 98 added, 120 removed, 291 unchanged (43% of the section changed)

10 unchanged sentences

Our success is largely dependent on obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and efficient capital spending.

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 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.

We also recognized a charge of $49 million to cost of goods sold in 2021 to write down 3D XPoint inventory due to our decision to cease further development of this technology.

7 | 2022 10-K

Impact of COVID-19 on Our Business

The COVID-19 pandemic has had, and continues to have, a significant impact around the world, prompting governments and businesses to take measures such as restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders.

The pandemic and efforts to address it have at times significantly curtailed global economic activity and caused volatility and disruption in global financial markets and may do so in the future.

In addition, our workforce and operations, the operations of our customers, and those of our vendors and suppliers around the world have been impacted at times and may in the future be impacted by the pandemic and related measures to address it.

Throughout the pandemic, we have implemented and updated our protocols and procedures in an effort to maintain a healthy and safe environment.

We remain committed to the health and safety of our team members, contractors, suppliers, customers, distributors, and communities.

We cannot predict how the pandemic or the steps we, our team members, government entities, suppliers, or customers take in response will ultimately impact our business, outlook, or results of operations.

Sales, Markets, and Products

6 unchanged sentences

LPDRAM products, which are engineered to meet standards for performance and power consumption, are sold into smartphone and other mobile-device markets (including client markets for Chromebooks and notebook PCs), as well as into the automotive, industrial, and consumer markets.

7 | 2023 10-K

NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics.

9 unchanged sentences

CNBU sales in 2023 consisted primarily of DRAM products produced on 1x, 1y, 1z, and 1α (1-alpha) technology nodes.

In 2022, we ramped our industry-leading 1α DRAM node.

Our newest node, 1ß (1-beta), is on track to ramp manufacturing of CNBU products in 2023.

In 2023, we achieved several important product qualifications on our industry-leading 1ß (1-beta) DRAM node and are well positioned to ramp manufacturing of CNBU products in 2024.

CNBU sales to the client market in 2023 consisted primarily of DDR4, DDR5, LPDDR5, and LPDDR4 DRAM products.

1 unchanged sentence

Cloud Server :

CNBU sales to the cloud market in 2022 consisted primarily of our DDR4 DRAM products.

Additionally, we began high volume manufacturing and sales of our HBM2E product.

CNBU sales to the cloud market in 2023 consisted primarily of our DDR4 and DDR5 DRAM products.

Overall cloud growth continues to be driven by the shift of both infrastructure and workloads from on-premises to the cloud.

1 unchanged sentence

Cloud servers supporting AI and data-centric workloads require significantly increasing quantities of DRAM, HBM, and NAND as the task of turning data into insight becomes increasingly memory-centric.

In 2022, we continued the enablement of DDR5 across the industry, especially with key cloud customers.

The move to DDR5 memory enables an increase in memory bandwidth over DDR4.

As modern servers pack more processing cores into CPUs, the memory bandwidth per CPU core has been decreasing.

Our DDR5 alleviates this bottleneck by providing higher bandwidth compared to previous generations, enabling improved performance and scaling.

We expect that our new server DDR5 memory will be a key enabler of CPU core count growth and the bandwidth that DDR5 delivers will be central to unlocking overall server system performance gains for data-intensive workloads like AI and high-performance computing.

HBM, used in high performance computing, had very strong demand this year, driven by demand for generative AI.

We are working closely with our customers and have begun sampling our industry-leading HBM3E product offering.

We expect to begin a mass production ramp for HBM3E in early calendar 2024.

In 2023, we announced the introduction of 128GB and 256GB Compute Express Link (“CXL”) 2.0 memory expansion modules.

By leveraging a unique dual-channel memory architecture, we are able to deliver higher module capacity and increased bandwidth.

CNBU sales to the enterprise market in 2023 consisted primarily of our DDR4 and DDR5 DRAM products.

In 2022, we continued to make progress on our transition to DDR5, which nearly doubles bandwidth and reduces power consumption, and we are on track to support customers as they begin to introduce DDR5-enabled platforms in 2023.

In 2023, we announced volume shipments of our 96GB DDR5 high-density module built on 1α technology, using 24Gb die, which delivers equivalent performance for the majority of workloads versus the more expensive through-silicon via (“TSV”) dual-die package-based 128GB modules.

The enterprise market continues to grow beyond the mature OEM-sourced server consumption model with the further maturing of hybrid cloud and edge solutions as part of the digital transformation.

2 unchanged sentences

Our GDDR6 and GDDR6X DRAM graphics products are incorporated into gaming consoles, PC graphics cards, and graphics processing unit-based data center solutions, which are the driving force behind applications such as AI, virtual and augmented reality, 4K and 8K gaming, and professional design.

In 2022, we announced volume shipments of our new 1z 16Gb GDDR6X, which features twice the capacity and up to 15% higher performance than the previous 1y generation.

The 24Gb/s peak bandwidth capability of GDDR6X is made possible by our groundbreaking PAM4 signal transmission technology.

CNBU sales to the networking market in 2023 consisted primarily of DDR4 and DDR5 DRAM products.

1 unchanged sentence

Mobile Business Unit (“MBU”)

MBU includes memory products sold into smartphone and other mobile-device markets including discrete NAND, DRAM, and managed NAND products.

MBU includes memory and storage products sold into the mobile market including discrete NAND, DRAM, and managed NAND products.

MBU managed NAND includes embedded multi-media controller (“e.MMC”) and universal flash storage (“UFS”) solutions, each of which combine high-capacity NAND with a high-speed controller and firmware, and eMCP/uMCP products, which combine an e.MMC/UFS solution with LPDRAM.

MBU reported revenue of $3.63 billion in 2023, $7.26 billion in 2022, and $7.20 billion in 2021.

In 2022, we continued to deliver key mobile customer qualifications and strong mobile product ramps on our leading nodes.

We expanded our 1α LPDRAM leadership with our 1α LPDDR5.

For the fourth quarter of 2022, 176-layer NAND comprised approximately 95% of our mobile NAND bit shipments and we began volume production of the world’s first 232-layer NAND.

MBU sales to the smartphone market in 2022 consisted primarily of LPDDR4, LPDDR5, and managed NAND solutions.

5G-enabled phones require higher DRAM and NAND content per device and the market penetration rate for 5G smartphones continued to increase.

Our smartphone products are utilized by OEMs to enable AI, augmented reality, and life-like virtual reality capabilities into high-end phones, including facial and voice recognition, real-time translation, fast image search, and scene detection.

MBU sales in 2022 also included products sold into the feature and disposable phone markets, mobile PC, and tablet markets.

Sales primarily consisted of LPDDR4 and managed NAND solutions.

9 | 2022 10-K

In 2023, we achieved key mobile customer qualifications on our 1ß based LPDDR5X and started high-volume revenue shipments to tier-1 OEMs.

In addition, we achieved significant milestones in UFS with the qualification and ramp of a high-capacity uMCP5 featuring 16GB of DRAM and 512GB of NAND.

We also started to sample a new UFS 4.0 product based on our latest 232-layer NAND technology, which enables industry-leading performance for flagship handsets.

MBU sales to the mobile market in 2023 consisted primarily of LPDDR4 and LPDDR5 DRAM and managed NAND solutions.

5G-enabled products require higher DRAM and NAND content per device and the market penetration rate for 5G continued to increase.

Our smartphone, tablet, and mobile PC products are utilized by OEMs to enable AI, augmented reality, and life-like virtual reality capabilities into high-end phones, including facial and voice recognition, real-time translation, fast image search, and scene detection.

Embedded Business Unit (“EBU”)

EBU includes memory and storage products sold into industrial, automotive, and consumer markets and includes discrete and module DRAM, discrete NAND, managed NAND, SSDs, and NOR.

EBU includes memory and storage products and solutions sold into automotive, industrial, and consumer markets and includes discrete and module DRAM, discrete NAND, managed NAND, SSDs, and NOR.

EBU reported revenue of $3.64 billion in 2023, $5.24 billion in 2022, and $4.21 billion in 2021.

2 unchanged sentences

Our embedded products enable edge devices to store, connect, and transform information in the internet of things (“IoT”) market and are utilized in a diverse set of applications in the automotive, industrial, and consumer markets.

EBU sales to the industrial market in 2022 consisted primarily of DDR4 and DDR3 DRAM, LPDDR4 DRAM, SLC NAND, NAND MCPs, and NOR.

Our products enable applications in the growing industrial IoT market, including machine-to-machine communication, factory automation, transportation, surveillance, retail, and smart infrastructure.

EBU sales to the automotive market in 2022 consisted primarily of LPDDR4 DRAM, e.MMC managed NAND, DDR3 DRAM, and LPDDR2 DRAM.

In 2022, we received the first International Organization for Standardization (“ISO”) 26262 Automotive Safety Integrity Level (“ASIL”) D certification of memory for our LPDDR5 DRAM, which is based on our 1α process node.

EBU sales to the automotive market in 2023 consisted primarily of LPDDR4 and LPDDR5 DRAM, DDR3 and DDR4 DRAM, and e.MMC managed NAND.

Advancements in autonomous driving, advanced driver-assistance systems, and in-vehicle infotainment systems continue to increase the requirements for high-performing memory and storage products, with higher reliability requirements for leading-edge products.

2 unchanged sentences

Our comprehensive and expanding portfolio of DRAM, NAND, and NOR solutions to the automotive market, as well as our extensive customer support network, enable us to maintain our strong leadership position in this market.

EBU sales to the consumer market in 2022 consisted primarily of our LPDDR4 DRAM, DDR3 DRAM, DDR4 DRAM, and SLC NAND.

EBU sales to the industrial market in 2023 consisted primarily of DDR3 and DDR4 DRAM, LPDDR4 DRAM, NAND MCPs, and SLC NAND.

Our products enable applications in the growing industrial IoT market, including machine-to-machine communication, factory automation, transportation, surveillance, retail, and smart infrastructure.

EBU sales to the consumer market in 2023 consisted primarily of our LPDDR4 and LPDDR5 DRAM, DDR4 and DDR3 DRAM, and SLC NAND.

These embedded memory and storage solutions are used in a diverse set of consumer products, including service provider and IP set-top boxes, digital home assistants, digital still and video cameras, home networking, ultra-high definition televisions, augmented reality and virtual reality (“AR/VR”) headsets, and many more applications.

Our embedded memory and storage solutions enable edge devices in the consumer products market to store, connect, and transform information in the IoT.

9 | 2023 10-K

Storage Business Unit (“SBU”)

SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets and discrete NAND sold in component and wafer forms for usage in various markets.

SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets.

SBU reported revenue of $2.55 billion in 2023, $4.55 billion in 2022, and $3.97 billion in 2021.

In 2022, 176-layer NAND comprised the the largest portion of SBU’s NAND bit shipments.

In 2022, we also began volume production of the world’s first 232-layer NAND.

In 2023, 176-layer NAND comprised the largest portion of SBU’s NAND bit shipments.

In 2023, we also began shipping client, consumer, and data center SSDs featuring 232-layer NAND technology.

It features higher areal density and delivers higher capacity and improved energy efficiency over previous generations of our NAND, to enable best-in-class support of the most data-intensive use cases from client to cloud.

3 unchanged sentences

SBU sales to the enterprise and cloud SSD markets in 2023 consisted primarily of our 5300, 7450, 5400, 9400, and 6500 series SSDs.

In 2022, we announced our 7400 and 7450 SSDs with NVMe, delivering industry-leading form factor flexibility, PCIe Gen4 performance, and leading-edge security to meet the storage needs of demanding data center workloads.

With this portfolio, we are providing a broad selection of mainstream data center SSDs.

In data center SSDs, our entire portfolio is now on 176-layer or 232-layer NAND, demonstrating our product and technology leadership.

We are in a strong position to serve AI demand for fast storage as these data-intensive applications proliferate.

In 2023, we launched our first 200+ layer NAND data center SSD, and qualification has completed at some customers and is in progress at other customers largely to support AI cluster installations.

The enterprise and cloud storage markets are driven by the growth of applications that store, access, and analyze data in the cloud.

1 unchanged sentence

SBU sales to the client SSD market in 2023 consisted primarily of our 2450, 2400, and 3400 series client SSDs.

In 2022, we achieved record client SSD revenue.

Our client SSDs, targeted for leading personal computer OEMs, have mostly replaced hard disk drives used in notebooks, desktops, workstations, and other consumer applications, and deliver high performance, power efficiency, security, and capacity.

In 2022, we began volume shipments of SSDs with 176-layer QLC NAND that deliver the industry’s leading storage density and optimized performance for a broad range of data-rich applications.

Designed for use cases spanning client and data center environments, our transformative new NAND technology is now available with the introduction of the 2400 SSD, the world’s first 176-layer PCIe Gen4 QLC SSD for client applications.

Consumer SSDs:

SBU sales to the consumer SSD market in 2022 consisted primarily of our Crucial-branded MX500 and BX500 SATA SSDs and our P2 PCIe SSD, which utilize our NAND QLC and TLC technologies.

We had record consumer SSD revenue in 2022, assisted by the growth of our QLC SSDs, and we continued to transition our product line of consumer SSDs from SATA to NVMe.

In 2022, we announced availability of two new consumer storage products, the Crucial P3 Plus Gen4 NVMe and Crucial P3 NVMe SSDs, as an expansion of our Crucial NVMe SSD product portfolio.

Our consumer SSD solutions are replacing installed hard disk drives as end users and system builders and integrators seek the higher performance, power savings, and reliability of SSDs.

Components and Wafers :

SBU sales of components in 2022 consisted primarily of our 176-layer and 96-layer TLC and QLC NAND products.

SBU sales to the consumer SSD market in 2023 consisted primarily of our Crucial-branded MX500 and BX500 SATA SSDs and our P3, P3 Plus, and P5 Plus PCIe SSDs, which utilize our NAND QLC and TLC technologies.

In 2023, we began production shipments of Crucial T700, a Gen5 PCIe consumer SSD built with our 232-layer NAND.

Our consumer SSD solutions have mostly replaced hard disk drives as end users and system builders and integrators seek the higher performance, power savings, and reliability of SSDs.

SBU sales of components in 2023 consisted primarily of our 96-layer, 176-layer, and 232-layer TLC and QLC NAND products.

Marketing and Customers

4 unchanged sentences

We market our semiconductor memory and storage products primarily through our own direct sales force and maintain sales or representative offices to support our worldwide customer base.

Our products are also offered through independent sales representatives, distributors, and retailers.

Our independent sales representatives obtain orders, subject to final acceptance by us, and we then make shipments against these orders directly to customers or through our distributors.

Our products are also offered through distributors, retailers, and independent sales representatives.

Our distributors carry our products in inventory and typically sell a variety of other semiconductor products, including our competitors’ products.

Our independent sales representatives obtain orders, subject to final acceptance by us, and we then make shipments against these orders directly to customers or through our distributors.

We sell our Crucial-branded products through a web-based customer-direct sales channel as well as through channel and distribution partners.

1 unchanged sentence

Due to volatile industry conditions, our customers are generally reluctant to enter into long-term, fixed-price purchase contracts.

We typically accept orders with acknowledgment that pricing, quantity, and other terms may be adjusted to reflect market conditions at the time of shipment.

We typically enter into long-term agreements with our customers with acknowledgment that pricing, quantity, and other terms will be periodically negotiated to reflect market conditions and our customer’s demand for our products.

In each of the last three years, approximately one-half of our total revenue was from our top ten customers.

2 unchanged sentences

Competitive Conditions

We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel;

Kioxia Holdings Corporation;

We face intense competition in the semiconductor memory and storage markets from a number of companies, including Kioxia Holdings Corporation;

Samsung Electronics Co., Ltd.;

2 unchanged sentences

Our competitors may use aggressive pricing to obtain market share.

Some of our competitors are large corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.

Some of our competitors are large corporations or conglomerates that may have a larger market share and greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.

Consolidation of industry competitors could put us at a competitive disadvantage as our competitors may benefit from increased manufacturing scale and a stronger product portfolio.

11 | 2022 10-K

We operate in different jurisdictions than our competitors and may be impacted by unfavorable changes in currency exchange rates.

In addition, some governments may provide, or have provided and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.

In particular, we face the threat of increasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities, such as Yangtze Memory Technologies Co., Ltd.

(“YMTC”) and ChangXin Memory Technologies, Inc.

(“CXMT”), that is intended to advance China’s stated national policy objectives.

In addition, the Chinese government may restrict us from participating in the China market or may prevent us from competing effectively with Chinese companies.

In addition, the May 21, 2023 decision by China’s Cyberspace Administration (the “CAC”) that critical information infrastructure operators in China may not purchase Micron products had an impact on our ability to compete effectively in China and elsewhere.

We and our competitors generally seek to increase wafer output, improve yields, and reduce die size, which could result in significant increases in worldwide supply and downward pressure on prices.

During periods of supply overcapacity, the industry may experience a temporary interruption in increased wafer output due to curtailed capital expenditures.

Increases in worldwide supply of semiconductor memory and storage also result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memory and storage production.

8 unchanged sentences

Our DRAM, NAND, and NOR products share a number of common manufacturing processes, enabling us to leverage our product and process technology and certain resources and manufacturing infrastructure across these product lines.

Our process for manufacturing semiconductor products is complex and involves numerous precise steps, including wafer fabrication, assembly, and test.

11 | 2023 10-K

Our process for manufacturing semiconductor products is complex and involves numerous precise steps, including wafer fabrication, post fabrication processing, assembly, and test.

Efficient production of semiconductor products requires utilization of advanced semiconductor manufacturing techniques and effectively deploying those techniques across multiple facilities.

28 unchanged sentences

To the extent we do not have firm commitments from our third-party suppliers over a specific time period or for any specific capacity, quantity, and/or pricing, our suppliers may allocate capacity to their other customers and capacity and/or materials may not be available when needed or at reasonable prices.

Inflationary pressures and shortages have increased, and may continue to increase costs for materials, supplies, and services.

Inflationary pressures have increased, and may continue to increase costs for materials, supplies, and services.

Regardless of contract structure, large swings in demand may exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes resulting in a shortage of parts, materials, or capacity needed to manufacture our products.

1 unchanged sentence

Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals.

Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues, such as COVID-19, may limit our ability to obtain such materials.

Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues may limit our ability to obtain such materials.

Although these rare earth and other materials are generally available from multiple suppliers, China is the predominant producer of certain of these materials.

If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost.

Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China.

13 | 2022 10-K

We and/or our suppliers and service providers could be affected by regional conflicts, sanctions, tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could limit the supply of our materials and/or increase the cost.

Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other semiconductor memory and storage manufacturers who are able to obtain sufficient quantities of these materials from China.

We and/or our suppliers and service providers could be affected by regional conflicts, civil unrest, labor disruptions, sanctions, tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost.

Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products.

2 unchanged sentences

The disruption of our supply of materials, components, or services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition.

Our inability to source materials, supplies, or third-party services could affect our overall production output and our ability to fulfill customer demand.

Our inability to source materials, supplies, capital equipment, or third-party services could affect our overall production output and our ability to fulfill customer demand.

Significant or prolonged shortages of our products could halt customer manufacturing and damage our relationships with these customers.

2 unchanged sentences

Patents and Licenses

As of September 1, 2022, we owned approximately 16,500 active U.S.

As of August 31, 2023, we owned approximately 13,100 active U.S.

patents and 6,300 active foreign patents.

4 unchanged sentences

We have also jointly developed memory and storage product and process technology with third parties on a limited basis.

13 | 2023 10-K

We have a number of patent and intellectual property license agreements and have, from time to time, licensed or sold our intellectual property to third parties.

4 unchanged sentences

Our R&D efforts are focused primarily on development of memory and storage solutions, including our industry-leading DRAM and NAND technology, that enable continuous improvement in performance and cost structure for our products.

In DRAM, our 1α node was introduced several quarters ahead of the industry, and our newest node, 1ß, is on track to start ramping in manufacturing by the end of calendar 2022.

In DRAM, our 1ß node was introduced ahead of the industry and we ramped our manufacturing of it during 2023.

We plan to implement EUV lithography on the DRAM node after 1ß.

In NAND, the introduction of our 176-layer node was also ahead of the industry and we recently announced volume production of the world’s first 232-layer NAND.

In NAND, the introduction of our 232-layer node was also ahead of the industry and we ramped our manufacturing of it during 2023.

We are also focused on developing new fundamentally different memory structures, materials, and packages designed to facilitate our transition to next generation products.

Additional R&D efforts are concentrated on the enablement of advanced computing, storage, and mobile memory architectures and the investigation of new opportunities that leverage our core semiconductor expertise.

Product design and development efforts include high-density DDR5, LPDDR5, HBM, Compute Express Link (“CXL”) based products, and advanced graphics DRAM;

Product design and development efforts include high-density DDR5, LPDDR5, HBM, CXL based products, and advanced graphics DRAM;

3D NAND (including TLC and QLC technologies);

13 unchanged sentences

We depend on a highly educated and experienced workforce to design, develop, and manufacture high-quality, cutting-edge memory and storage solutions.

As of September 1, 2022, we had approximately 48,000 employees located in the following regions:

As of August 31, 2023, we had approximately 43,000 employees located in the following regions:

Region Percent All Percent Women

Asia 78 % 34 %

United States 21 % 20 %

Europe 2 % 22 %

Europe, Middle East, and Africa

Total 100 % 31 %

As of September 1, 2022, 31% of our global workforce were women, compared to 30% as of September 2, 2021 and 24% of our technical or engineering roles were held by women, as compared to 23% as of September 2, 2021.

Women comprised 17% of our senior leaders as of September 1, 2022, as compared to 15% as of September 2, 2021.

Our Board of Directors was comprised of four men and four women as of September 1, 2022.

In addition, as of September 1, 2022, based on self-identification, one member of our Board of Directors is Asian, one member is African-American, and six members are White.

As of August 31, 2023 and September 1, 2022, 31% of our global workforce were women.

As of August 31, 2023, 25% of our technical or engineering roles were held by women, as compared to 24% as of September 1, 2022.

Women comprised 17% of our senior leaders as of August 31, 2023 and September 1, 2022.

Our Board of Directors was comprised of four men and four women as of August 31, 2023.

In addition, as of August 31, 2023, based on self-identification, one member of our Board of Directors is Asian, one member is African-American, and six members are White.

One member of our Board of Directors is a veteran of the U.S.

Talent Acquisition, Engagement, and Retention

Talent Acquisition, Development, and Engagement

Finding and retaining the best and brightest people in an extremely competitive industry environment is a strategic imperative for our business.

We have partnerships with colleges and universities worldwide and through this collaboration, we offer curricula and mentorship programs that reinforce awareness of and engagement with Micron among students and graduates.

In addition, we use AI to reduce or eliminate the potential for bias from resumes, allowing us to focus on individual merit over personal characteristics.

Periodically, we invite all team members to participate in our internal engagement survey, which covers questions that measure and provide insight into meaningfulness, availability, psychological safety, leadership, and inclusive behaviors.

In March 2022, 89% of our team members participated in the survey.

Management uses feedback from the survey to identify and implement continuous improvements to our culture and workplace practices.

We partner with our communities, institutions, governments, and associations to expand the pipeline of diverse, highly skilled STEM talent globally.

Our partnerships with K-12 and post-secondary education systems are key to training and inspiring the next generation to consider STEM careers in the semiconductor industry.

We use AI to reduce or eliminate the potential for bias from resumes, allowing us to focus on individual merit over personal characteristics.

We are committed to developing team members at all stages of their careers, including on-the-job training, continuing education, a robust mentoring program, and numerous internal certifications and training.

In addition, we develop and accelerate our leaders’ careers through targeted learning that helps them move to higher-level positions or across functions.

We use a research-based, people-centric approach to understanding and improving team member engagement.

Periodically, we invite all team members to participate in our internal engagement survey, which covers questions that measure and provide insight into three driving factors:

meaningfulness, availability, and psychological safety.

In April 2023, 82% of our team members participated in the survey.

The results of the survey are shared with all team members and management uses feedback from the survey to identify and implement continuous improvements to our culture and workplace practices.

Compensation and Benefits

Our compensation programs are designed to support our team members’ financial and personal well-being by providing a valuable return for their contributions to the company.

Our compensation programs are designed to support our team members’ financial and personal wellbeing by providing a valuable return for their contributions to the company.

Our total compensation strategy includes base salary, annual bonuses, equity awards, a discounted stock purchase plan, and a comprehensive benefits package.

15 | 2022 10-K

Diversity, Equality, and Inclusion

In 2021, we set six commitments, each with an executive sponsor, to advance diversity, equality, and inclusion (“DEI”) globally and at all levels of the company.

By the end of 2021, we had met or exceeded our goals for the first four commitments below and we are on our way to achieving all six:

We have five diversity, equality, and inclusion (“DEI”) commitments that serve as the roadmap of our DEI work internally, within our industry, and in the community at large.

To hold ourselves accountable, each commitment is assigned an executive sponsor who is responsible for its strategy and execution.

Our five DEI commitments are summarized as follows:

• Increase representation of underrepresented groups

• Drive equitable pay and inclusive benefits

• Strengthen our culture of inclusion

• Champion advocacy and strengthen our culture of inclusion

• Engage with diverse financial institutions for cash management

• Increase representation and spend with diverse suppliers

• Increase representation of underrepresented groups

• Advocate for racial and LGBTQ+ equality

• Increase diverse supplier representation and spending

We have a regular review of pay globally, including base pay and stock awards, to drive compensation equitably.

We achieved comprehensive global pay equity for all underrepresented employees in total compensation across base pay, bonuses, and stock rewards in 2022 and 2021.

In 2023, due to challenging industry conditions, base pay increases were suspended, however we achieved global pay equity for all underrepresented employees in compensation across bonuses and stock rewards.

In 2022 and 2021, we achieved comprehensive global pay equity for all employees in total compensation across base pay, bonuses, and stock rewards.

A pay equity analysis will be conducted in 2024 with our base pay merit review.

We also continually assess our global leave, medical, and financial benefits to ensure inclusiveness.

A pay equity analysis will continue to be conducted annually with our base pay merit review.

In addition, a portion of our company-wide annual bonus program is based on the achievement of DEI-related goals.

15 | 2023 10-K

Health, Safety, and Wellbeing

2 unchanged sentences

Our safety program creates a unified corporate safety culture by establishing a formal training structure and common safety practices across our global facilities.

Business – Overview – Impact of COVID-19 on Our Business.”

In addition to our proactive efforts on safety, we have increased our focus on providing enhanced services to our team members including free mental health and counseling support, providing critical-incident stress management services and emotional support sessions, offering a work-from-home toolkit, and encouraging team members to earn incentives by participating in wellbeing challenges and measuring their personal progress.

In addition to our proactive efforts on safety, our team member wellness program offers resources across our five pillars of wellbeing (physical, mental, social, career, and financial).

We provide services to our team members including free mental health and counseling support, on-site and near-site fitness centers, wellness spaces and health clinics at certain Micron sites, money management and other financial education tools, and encouraging team members to form healthy habits, reduce stress and reinforce mindfulness solutions by participating in wellbeing challenges and measuring their personal progress.

We also provide exclusive access to near-site, company-sponsored childcare centers, financial subsidies to help families with cost, and partnerships with community centers.

We are a member of the Responsible Business Alliance (“RBA”), a group of leading companies focused on promoting responsible working conditions, ethical business practices, and environmental stewardship throughout our global supply chain.

We strive to adhere to both our Code of Business Conduct and Ethics (available on our website, www.micron.com) and the RBA code of conduct, which is a demonstration of our commitment to integrity and responsible practices.

Additional information about our human capital, including people development, wellbeing and benefits, DEI, and safety is included in our 2022 Sustainability Report and our 2021 DEI Annual Report, each available on our website.

Additional information about our human capital is included in our 2023 Sustainability Report and our 2022 DEI Annual Report, each available on our website.

Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K.

Government Regulations

Our worldwide business activities are subject to various federal, state, local, and foreign laws and our products are governed by a number of rules and regulations.

Our worldwide business activities are subject to various federal, state, local, and foreign laws and our products are governed by a number of rules and regulations and customer expectations.

The efforts and expenditures needed to comply with these laws, rules, and regulations do not presently have a material impact on our results of operations, capital expenditures, or competitive position.

3 unchanged sentences

Environmental Compliance

Manufacturing of our products is subject to extensive and evolving federal, state, local, and foreign environmental laws and regulations.

We approach environmental compliance and sustainability proactively to ensure we meet applicable government regulations regarding use of raw materials, discharges, emissions, climate change and energy use, and waste disposal from our manufacturing processes and address the expectations of our investors, customers, team members, and other stakeholders.

Manufacturing of our products is subject to complex and evolving federal, state, local, and foreign environmental, health, safety and product laws and regulations and expectations.

We approach environmental compliance and sustainability proactively to ensure we meet applicable government regulations regarding use of raw materials and chemicals, discharges, emissions, climate change and energy use, and waste disposal and management from our manufacturing processes.

Our approach also considers the expectations of our investors, customers, team members, community members, and other stakeholders.

Compliance with the law and other obligations is a minimum environmental expectation at Micron.

13 unchanged sentences

Risk Factors – Risks Related to Laws and Regulations – Government actions and regulations, such as export restrictions, tariffs and trade protection measures, may limit our ability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct operations” and “ – Risks Related to Our Business, Operations, and Industry – We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.”

17 | 2022 10-K

We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could limit the supply of our materials and/or increase the cost.

We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost.

Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products.

4 unchanged sentences

Similarly, if our customers experience disruptions to their supplies, materials, components, or services, or the extension of their lead times, they may reduce, cancel, or alter the timing of their purchases with us, which could have a material adverse effect on our business, results of operations, or financial condition.

17 | 2023 10-K

Information About Our Executive Officers

1 unchanged sentence

All officers serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal.

The following presents information, as of September 1, 2022, about our executive officers:

The following presents information, as of August 31, 2023, about our executive officers:

Corporate Vice President and Chief Accounting Officer

9 unchanged sentences

Arnzen holds a BS in Human Resource Management and Marketing from the University of Idaho and is a graduate of the Stanford Graduate School of Business Executive Program.

Senior Vice President, General Counsel and Corporate Secretary

Beard, 44, joined us in 2014 and has served in various leadership positions since that time.

Prior to his appointment as Senior Vice President, General Counsel and Corporate Secretary in December 2021, he led the legal teams supporting Micron’s corporate and global operations functions.

Beard earned a BS in political science from the University of Utah and a JD from the University of Illinois College of Law.

Manish Bhatia

10 unchanged sentences

Bokan holds a BS in Business Administration from Colorado State University.

19 | 2022 10-K

Executive Vice President, Technology & Products

9 unchanged sentences

from July 2009 until July 2018 and for Western Digital Corp.

from May 2016 to February 2017 and currently serves as a member of the Board of Directors of CDW Corporation.

from May 2016 to February 2017 and has served since March 2021 as a member of the Board of Directors of CDW Corporation.

Mehrotra holds a BS and an MS in Electrical Engineering and Computer Science from the University of California, Berkeley and is a graduate of the Stanford Graduate School of Business Executive Program.

17 unchanged sentences

There are no family relationships between any of our directors or executive officers.

19 | 2023 10-K

Available Information

2 unchanged sentences

Also available on our website are our Corporate Governance Guidelines, Governance and Sustainability Committee Charter, Compensation Committee Charter, Audit Committee Charter, Finance Committee Charter, Security Committee Charter, and Code of Business Conduct and Ethics.

Any amendments or waivers of our Code of Business Conduct and Ethics will also be posted on our website within four business days of the amendment or waiver.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendments to, or waivers from, our Code of Business Conduct and Ethics by posting such information on our website within four business days of the amendment or waiver.

Copies of these documents are available to shareholders upon request.

7 unchanged sentences

The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.

21 | 2022 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 1. Business