6 unchanged sentences
• volatility in average selling prices of our products;
−Removed: • our ability to maintain or improve gross margins;
+Added: • a range of factors that may adversely affect our gross margins;
+Added: • our international operations, including geopolitical risks;
• the highly competitive nature of our industry;
−Removed: • a downturn in the worldwide economy;
• our ability to develop and produce new and competitive memory and storage technologies and products;
−Removed: • dependency on specific customers, concentration of revenue with a select number of customers, and customers who are located internationally;
−Removed: • our international operations, including geopolitical risks;
−Removed: • limited availability and quality of materials, supplies, and capital equipment and dependency on third-party service providers for ourselves and our customers;
−Removed: • products that fail to meet specifications, are defective, or are incompatible with end uses;
−Removed: • the effects of the COVID-19 pandemic;
+Added: • realizing expected returns from capacity expansions;
+Added: • achieving or maintaining certain performance or other obligations associated with incentives from various governments;
+Added: • availability and quality of materials, supplies, and capital equipment and dependency on third-party service providers;
+Added: • a downturn in regional or worldwide economies;
• disruptions to our manufacturing process from operational issues, natural disasters, or other events;
+Added: • dependency on a select number of key customers, including international customers;
+Added: • products that fail to meet specifications, are defective, or are incompatible with end uses;
• breaches of our security systems or products, or those of our customers, suppliers, or business partners;
• attracting, retaining, and motivating highly skilled employees;
−Removed: • realizing expected returns from capacity expansions;
−Removed: • achieving or maintaining certain performance obligations associated with incentives from various governments;
−Removed: • acquisitions and/or alliances;
−Removed: • restructure charges;
• responsible sourcing requirements and related regulations;
• environmental, social, and governance considerations;
+Added: • acquisitions and/or alliances;
+Added: • restructure plans may not realize expected savings or other benefits.
Risks Related to Intellectual Property and Litigation
3 unchanged sentences
Risks Related to Laws and Regulations
−Removed: • compliance with tariffs, trade restrictions, and/or trade regulations;
+Added: • impacts of government actions and compliance with tariffs, trade restrictions, and/or trade regulations;
• tax expense and tax laws in key jurisdictions;
−Removed: • compliance with laws, regulations, or industry standards, including ESG considerations.
+Added: • compliance with laws, regulations, or industry standards, including environmental considerations.
Risks Related to Capitalization and Financial Markets
4 unchanged sentences
• volatility in the trading price of our common stock;
−Removed: • fluctuations in the amount and timing of our common stock repurchases and payment of cash dividends and resulting impacts.
+Added: • fluctuations in the amount and frequency of our common stock repurchases and payment of cash dividends and resulting impacts.
+Added: 21 | 2023 10-K
Risks Related to Our Business, Operations, and Industry
1 unchanged sentence
We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future.
−Removed: For DRAM, annual percentage changes in average selling prices have ranged from plus or minus approximately 35% since 2017.
−Removed: For NAND, average selling prices have generally declined since 2017, with annual price declines ranging from approximately 10% to nearly 50%.
−Removed: In some prior periods, average selling prices for our products have been below our manufacturing costs and we may experience such circumstances in the future.
−Removed: Average selling prices for our products that decline faster than our costs could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: We may be unable to maintain or improve gross margins.
+Added: For example, average selling prices for DRAM declined in the high-40s percent range and NAND declined in the low-50s percent range for 2023 as compared to 2022.
+Added: Since 2017, annual percentage changes in DRAM average selling prices have ranged from approximately plus 35% to a minus high-40s percent range.
+Added: Since 2017, annual percentage changes in NAND average selling prices have ranged from nearly flat to a minus low-50s percent range.
+Added: In current and recent periods, average selling prices for our products have been below our manufacturing costs and we may experience such circumstances in the future.
+Added: Average selling prices for our products that decline faster than our costs have recently had an adverse effect on our business and results of operations, and in future periods could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Our gross margins may be adversely affected by a range of factors.
Our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes and product designs.
−Removed: Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to maintain or improve gross margins include, but are not limited to:
+Added: Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to:
• strategic product diversification decisions affecting product mix;
8 unchanged sentences
• higher costs of goods and services due to inflationary pressures or market conditions;
+Added: • higher manufacturing costs per gigabit due to fabrication facility underutilization, lower wafer output, and insufficient volume to run new technology nodes to achieve cost optimization.
Many factors may result in a reduction of our output or a delay in ramping production, which could lead to underutilization of our production assets.
These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, supply chain disruptions, and delays from equipment suppliers.
+Added: See “Part II – Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding our current underutilization.
A significant portion of our manufacturing costs are fixed and do not vary proportionally with changes in production output.
−Removed: As a result, lower utilization and corresponding increases in our per gigabit manufacturing costs may adversely affect our gross margins, business, results of operations, or financial condition.
+Added: As a result, lower utilization, lower wafer output, and corresponding increases in our per gigabit manufacturing costs have resulted in higher inventory carrying costs, and have had, and may continue to have, an adverse effect on our gross margins, business, results of operations, or financial condition.
We have a broad portfolio of products to address our customers’ needs, which span multiple market segments and are subject to rapid technological changes.
2 unchanged sentences
Consequently, we may incur charges in connection with obsolete or excess inventories, or we may not fully recover our costs, which would reduce our gross margins.
−Removed: In addition, due to the customized nature of certain of the products we manufacture, we may be unable to sell certain finished goods inventories to alternative customers or manufacture in-process inventory to different specifications, which may result in excess and obsolescence charges in future periods.
+Added: For example, in 2023, we recorded aggregate charges of $1.83 billion to write down the carrying value of our inventories to their estimated net realizable value.
+Added: In addition, due to the customized nature of certain products we manufacture, we may be unable to sell certain finished goods inventories to alternative customers or manufacture in-process inventory to different specifications, which may result in excess and obsolescence charges in future periods.
In addition, if we are unable to supply products that meet customer design and performance specifications, we may be required to sell such products at lower average selling prices, which may reduce our gross margins.
Our gross margins may also be impacted by shifts in product mix, driven by our strategy to optimize our portfolio to best respond to changing market dynamics.
−Removed: Our inability to maintain or improve gross margins could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Our inability to prevent deterioration of or improve gross margins could have a material adverse effect on our business, results of operations, or financial condition.
+Added: We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.
+Added: In addition to our U.S.
+Added: operations, a substantial portion of our operations are conducted in Taiwan, Singapore, Japan, Malaysia, China, and India, and many of our customers, suppliers, and vendors also operate internationally.
+Added: In 2023, nearly half of our revenue was from sales to customers who have headquarters located outside the United States, while over 80% of our revenue in 2023 was from products shipped to customer locations outside the United States.
+Added: Our international operations are subject to a number of risks, including:
+Added: • restrictions on sales of goods or services to one or more of our significant foreign customers;
+Added: • export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds, including currency controls in China, which could negatively affect the amount and timing of payments from certain of our customers and, as a result, our cash flows;
+Added: • compliance with U.S.
+Added: and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, and similar rules and regulations;
+Added: • theft of intellectual property;
+Added: • political and economic instability, including instability resulting from domestic and international conflicts;
+Added: • government actions or civil unrest preventing the flow of products and materials, including delays in shipping and obtaining products and materials, cancellation of orders, or loss or damage of products;
+Added: • problems with the transportation or delivery of products and materials;
+Added: • issues arising from cultural or language differences and labor unrest;
+Added: • longer payment cycles and greater difficulty in collecting accounts receivable;
+Added: • compliance with trade, technical standards, and other laws in a variety of jurisdictions;
+Added: • contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
+Added: • disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments;
+Added: • changes in economic policies of foreign governments;
+Added: • difficulties in staffing and managing international operations;
+Added: • public health issues.
+Added: If we or our customers, suppliers, or vendors are impacted by any of these risks, it could have a material adverse effect on our business, results of operations, or financial condition.
23 | 2023 10-K
+Added: Following the May 21, 2023 decision of its cybersecurity review of our products sold in China, the CAC determined that critical information infrastructure operators in China may not purchase Micron products, impacting our revenue with companies headquartered in mainland China and Hong Kong, including direct sales as well as indirect sales through distributors.
+Added: Some revenue with customers headquartered outside of China has also been impacted.
+Added: As we try to mitigate possible impacts due to the CAC decision, revenue may come at lower prices or gross margins due to product or customer mix changes, which may impact our business results.
+Added: Further actions by the Chinese government could impact additional revenue inside or outside China, or our operations in China, or our ability to ship products to our customers, any of which could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Political, economic, or other actions may adversely affect our operations in Taiwan.
+Added: A majority of our DRAM production output in 2023 was from our fabrication facilities in Taiwan and any loss of output could have a material adverse effect on us.
+Added: Any political, economic, or other actions may also adversely affect our customers and the technology industry supply chain, for which Taiwan is a central hub, and as a result, could have a material adverse impact on us.
+Added: In addition, the U.S.
+Added: government has in the past restricted American firms from selling products and software to certain of our customers and may in the future impose similar restrictions on one or more of our significant customers.
+Added: These restrictions may not prohibit our competitors from selling similar products to our customers, which may result in our loss of sales and market share.
+Added: Even as such restrictions are lifted, financial or other penalties or continuing export restrictions imposed with respect to our customers could have a continuing negative impact on our future revenue and results of operations, and we may not be able to recover any customers or market share we lose, or make such recoveries at acceptable average selling prices, while complying with such restrictions.
The semiconductor memory and storage markets are highly competitive.
−Removed: We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel;
−Removed: Kioxia Holdings Corporation;
+Added: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
−Removed: 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 YMTC and CXMT, that is intended to advance China’s stated national policy objectives.
−Removed: In addition, the Chinese government may restrict us from participating in the China market or may prevent us from competing effectively with Chinese companies.
+Added: 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, in companies such as Yangtze Memory Technologies Co., Ltd.
+Added: (“YMTC”) and ChangXin Memory Technologies, Inc.
+Added: In addition, the CAC’s decision 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.
5 unchanged sentences
The competitive nature of our industry could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: A downturn in the worldwide economy may harm our business.
−Removed: Downturns in the worldwide economy, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors, have harmed our business in the past and future downturns could also adversely affect our business.
−Removed: Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones, automobiles, and servers.
−Removed: Reduced demand for these or other products could result in significant decreases in our average selling prices and product sales.
−Removed: In addition, to the extent our customers or distributors have elevated inventory levels, we may experience a decrease in short-term and/or long-term demand resulting in industry oversupply and declines in pricing for our products.
−Removed: A deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures.
−Removed: In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties.
−Removed: Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults.
−Removed: As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, or financial condition.
Our future success depends on our ability to develop and produce new and competitive memory and storage technologies and products.
28 unchanged sentences
25 | 2023 10-K
−Removed: A significant portion of our revenue is concentrated with a select number of customers.
−Removed: In each of the last three years, approximately one-half of our total revenue was from our top ten customers.
−Removed: A disruption in our relationship with any of these customers could adversely affect our business.
−Removed: We could experience fluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve.
−Removed: Our customers’ demand for our products may fluctuate due to factors beyond our control.
−Removed: In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold.
−Removed: Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue.
−Removed: A meaningful change in the inventory strategy of our customers could impact our industry bit demand growth outlook.
−Removed: The loss of, or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders from, or a shift in product mix by, customers could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.
−Removed: In addition to our U.S.
−Removed: operations, a substantial portion of our operations are conducted in Taiwan, Singapore, Japan, Malaysia, China, and India, and many of our customers, suppliers, and vendors also operate internationally.
−Removed: In 2022, nearly half of our revenue was from sales to customers who have headquarters located outside the United States, while over 80% of our revenue in 2022 was from products shipped to customer locations outside the United States.
−Removed: Our international operations are subject to a number of risks, including:
−Removed: • export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds, including currency controls in China, which could negatively affect the amount and timing of payments from certain of our customers and, as a result, our cash flows;
−Removed: • imposition of bans on sales of goods or services to one or more of our significant foreign customers;
−Removed: • public health issues;
−Removed: • compliance with U.S.
−Removed: and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, and similar rules and regulations;
−Removed: • theft of intellectual property;
−Removed: • political and economic instability, including the effects of disputes between China and Taiwan and Russia’s invasion of Ukraine;
−Removed: • government actions or civil unrest preventing the flow of products and materials, including delays in shipping and obtaining products and materials, cancellation of orders, or loss or damage of products;
−Removed: • problems with the transportation or delivery of products and materials;
−Removed: • issues arising from cultural or language differences and labor unrest;
−Removed: • longer payment cycles and greater difficulty in collecting accounts receivable;
−Removed: • compliance with trade, technical standards, and other laws in a variety of jurisdictions;
−Removed: • contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
−Removed: • disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments;
−Removed: • changes in economic policies of foreign governments;
−Removed: • difficulties in staffing and managing international operations.
−Removed: If we or our customers, suppliers, or vendors are impacted by any of these risks, it could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: For example, political, economic, or other actions may adversely affect our operations in Taiwan.
−Removed: A majority of our DRAM production output in 2022 was from our fabrication facilities in Taiwan and any loss of output could have a material adverse effect on us.
−Removed: Any political, economic, or other actions may also adversely affect our customers and the technology industry supply chain, for which Taiwan is a central hub, and as a result, could have a material adverse impact on us.
−Removed: In addition, the U.S.
−Removed: government has in the past restricted American firms from selling products and software to certain of our customers and may in the future impose similar restrictions on one or more of our significant customers.
−Removed: These restrictions may not prohibit our competitors from selling similar products to our customers, which may result in our loss of sales and market share.
−Removed: Even when such restrictions are lifted, financial or other penalties or continuing export restrictions imposed with respect to our customers could have a continuing negative impact on our future revenue and results of operations, and we may not be able to recover any customers or market share we lose, or make such recoveries at acceptable average selling prices, while complying with such restrictions.
−Removed: Our business, results of operations, or financial condition could be adversely affected by the limited availability and quality of materials, supplies, and capital equipment, or dependency on third-party service providers.
+Added: We may not be able to achieve expected returns from capacity expansions.
+Added: We have announced our intent to expand our production capacity and/or make capital investments in the United States and in other regions where we operate.
+Added: These expansions involve several risks including the following:
+Added: • capital expenditure requirements for capacity expansions during periods of relatively low free cash flow generation, resulting from challenging memory and storage industry conditions;
+Added: • availability of necessary funding, which may include external sources;
+Added: • ability to realize expected grants, investment tax credits, and other government incentives, including through the U.S.
+Added: CHIPS and Science Act of 2022 (“CHIPS Act”) and other national, international, state, and local grants;
+Added: • potential changes in laws or provisions of grants, investment tax credits, and other government incentives;
+Added: • potential restrictions on expanding in certain geographies;
+Added: • availability of equipment and construction materials;
+Added: • ability to complete construction as scheduled and within budget;
+Added: • availability of the necessary workforce;
+Added: • ability to timely ramp production in a cost-effective manner;
+Added: • increases to our cost structure until new production is ramped to adequate scale;
+Added: • sufficient customer demand to utilize our increased capacity.
+Added: We invest our capital in areas that we believe best align with our business strategy and optimize future returns.
+Added: Investments in capital expenditures may not generate expected returns or cash flows.
+Added: Significant judgment is required to determine which capital investments will result in optimal returns, and we could invest in projects that are ultimately less profitable than those projects we do not select.
+Added: Delays in completion and ramping of new production facilities, or failure to optimize our investment choices, could significantly impact our ability to realize expected returns on our capital expenditures.
+Added: Any of the above factors could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Our incentives from various governments are conditional upon achieving or maintaining certain performance or other obligations and are subject to reduction, termination, clawback, or could impose certain limitations on our business.
+Added: We have received, and may in the future continue to receive, benefits and incentives from national, state, and local governments in various regions of the world designed to encourage us to establish, maintain, or increase investment, workforce, or production in those regions.
+Added: These incentives may take various forms, including grants, loan subsidies, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment, or research and development activities to qualify for such incentives or could restrict us from undertaking certain activities.
+Added: We may be unable to obtain significant future incentives to continue to fund a portion of our capital expenditures and operating costs, without which our cost structure would be adversely impacted.
+Added: We also cannot guarantee that we will successfully achieve performance or other obligations required to qualify for these incentives or that the granting agencies will provide such funding.
+Added: These incentive arrangements typically provide the granting agencies with rights to audit our compliance with their terms and obligations.
+Added: Such audits could result in modifications to, or termination of, the applicable incentive program.
+Added: The incentives we receive could be subject to reduction, termination, or clawback, and any decrease or clawback of government incentives could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Our business, results of operations, or financial condition could be adversely affected by the availability and quality of materials, supplies, and capital equipment, or dependency on third-party service providers.
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and the use of third parties to provide us with components and services.
8 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.
−Removed: Inflationary pressures and shortages have increased, and may continue to increase, costs for materials, supplies, and services.
+Added: 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.
−Removed: Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues, such as COVID-19, may limit our ability to obtain such materials.
+Added: 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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
16 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.
−Removed: The continued effects of the COVID-19 pandemic could adversely affect our business, results of operations, and financial condition.
−Removed: The ongoing effects of the public health crisis caused by the COVID-19 pandemic and the measures being taken to limit COVID-19’s impact on our business, results of operations, and financial condition are uncertain and difficult to predict, but may include, and in some cases, have included and may continue to include:
−Removed: • Disruptions to our supply chain and our operations, or those of our suppliers, especially as a result of public health measures, including zero-COVID policies in China or elsewhere;
−Removed: • Impacts to customer demand, resulting in industry oversupply and declines in pricing for our products;
−Removed: • Adverse impacts to our business activities and increased costs from our efforts to mitigate the impact of COVID-19;
−Removed: • Increased costs for, or unavailability of, transportation, raw materials, components, electricity and/or other energy sources, or other inputs necessary for the operation of our business;
−Removed: • Reductions in, or cessation of operations at one or more of our sites or those of our subcontractors or suppliers, resulting from government restrictions and/or our own measures to prevent and/or mitigate the spread of COVID-19;
−Removed: • Adverse impacts to our construction projects, which could hamper our ability to introduce new technologies, reduce costs, or meet customer demand.
−Removed: These effects and other impacts of the pandemic, alone or taken together, could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Downturns in regional or worldwide economies may harm our business.
+Added: Downturns in regional or worldwide economies, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors, have harmed our business in the past and current and future downturns could also adversely affect our business.
+Added: Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones, automobiles, and servers.
+Added: Reduced demand for these or other products could result in significant decreases in our average selling prices and product sales.
+Added: In addition, to the extent our customers or distributors have elevated inventory levels or are impacted by a deterioration in credit markets, we may experience a decrease in short-term and/or long-term demand resulting in industry oversupply and declines in pricing for our products.
+Added: A deterioration of conditions in regional or worldwide credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures.
+Added: In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties.
+Added: Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults.
+Added: As a result, downturns in regional or worldwide economies could have a material adverse effect on our business, results of operations, or financial condition.
+Added: If our manufacturing process is disrupted by operational issues, natural disasters, or other events, our business, results of operations, or financial condition could be materially adversely affected.
+Added: We and our subcontractors manufacture products using highly complex processes that require technologically advanced equipment and continuous modification to improve yields and performance.
+Added: Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturing costs.
+Added: We and our subcontractors maintain operations and continuously implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China.
+Added: As a result of the necessary interdependence within our network of manufacturing facilities, an operational disruption at one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our products.
+Added: From time to time, there have been disruptions in our manufacturing operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures.
+Added: We have manufacturing and other operations in locations subject to natural occurrences and possible climate changes, such as severe and variable weather and geological events resulting in increased costs, or disruptions to our manufacturing operations or those of our suppliers or customers.
+Added: In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions.
+Added: Other events, including political or public health crises, such as an outbreak of contagious diseases, may also affect our production capabilities or that of our suppliers, including as a result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel or shipping.
+Added: Events of the types noted above have occurred from time to time and may occur in the future.
+Added: As a result, in addition to disruptions to operations, our insurance premiums may increase or we may not be able to fully recover any sustained losses through insurance.
+Added: If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable to meet our customers’ requirements and they may purchase products from other suppliers.
+Added: This could result in a significant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or financial condition.
+Added: A significant portion of our revenue is concentrated with a select number of customers.
+Added: In each of the last three years, approximately one-half of our total revenue was from our top ten customers.
+Added: A disruption in our relationship with any of these customers could adversely affect our business.
+Added: We could experience fluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve.
+Added: Our customers’ demand for our products may fluctuate due to factors beyond our control.
+Added: In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold.
+Added: Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue.
+Added: A meaningful change in the inventory strategy of our customers could impact our industry bit demand growth outlook.
+Added: The loss of, or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders from, or a shift in product mix by, customers could have a material adverse effect on our business, results of operations, or financial condition.
Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop, qualify, and manufacture our system solutions.
5 unchanged sentences
If we fail to successfully develop and market system-level products, our business, results of operations, or financial condition may be materially adversely affected.
−Removed: Manufacturing system-level solutions, such as SSDs and managed NAND, typically results in higher per-unit manufacturing costs as compared to other products.
+Added: 29 | 2023 10-K
+Added: Manufacturing system-level solutions, such as SSDs, managed NAND, and HBM, typically results in higher per-unit manufacturing costs as compared to other products.
Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable to generate sufficient profit if our per-unit manufacturing costs are not offset by higher per-unit selling prices.
15 unchanged sentences
Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: 29 | 2022 10-K
−Removed: If our manufacturing process is disrupted by operational issues, natural disasters, or other events, our business, results of operations, or financial condition could be materially adversely affected.
−Removed: We and our subcontractors manufacture products using highly complex processes that require technologically advanced equipment and continuous modification to improve yields and performance.
−Removed: Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturing costs.
−Removed: We and our subcontractors maintain operations and continuously implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China.
−Removed: As a result of the necessary interdependence within our network of manufacturing facilities, an operational disruption at one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our products.
−Removed: From time to time, there have been disruptions in our manufacturing operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures.
−Removed: We have manufacturing and other operations in locations subject to natural occurrences and possible climate changes, such as severe and variable weather and geological events resulting in increased costs, or disruptions to our manufacturing operations or those of our suppliers or customers.
−Removed: In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions.
−Removed: Other events, including political or public health crises, such as an outbreak of contagious diseases like COVID-19 may also affect our production capabilities or that of our suppliers, including as a result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel or shipping.
−Removed: Events of the types noted above have occurred from time to time and may occur in the future.
−Removed: As a result, in addition to disruptions to operations, our insurance premiums may increase or we may not be able to fully recover any sustained losses through insurance.
−Removed: If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable to meet our customers’ requirements and they may purchase products from other suppliers.
−Removed: This could result in a significant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or financial condition.
Breaches of our security systems or products, or those of our customers, suppliers, or business partners, could expose us to losses.
2 unchanged sentences
In addition, we process, store, and transmit large amounts of data relating to our customers and employees, including sensitive personal information.
−Removed: Unauthorized persons, employees, former employees, or other third parties may gain access to our facilities or technology infrastructure and systems to steal trade secrets or other proprietary information, compromise confidential information, create system disruptions, or cause shutdowns.
−Removed: This risk is exacerbated as competitors for talent, particularly engineering talent, increasingly attempt to hire our employees.
+Added: Unauthorized persons, employees, former employees, nation states, or other parties may gain access to our facilities or technology infrastructure and systems to steal trade secrets or other proprietary information, compromise confidential information, create system disruptions, or cause shutdowns.
+Added: This risk is exacerbated as competitors for talent, particularly engineering talent, attempt to hire our employees.
Through cyberattacks on technology infrastructure and systems, unauthorized parties may obtain access to computer systems, networks, and data, including cloud-based platforms.
The technology infrastructure and systems of our suppliers, vendors, service providers, cloud solution providers, and partners have in the past experienced, and may in the future experience, such attacks, which could impact our operations.
−Removed: Cyberattacks can include ransomware, computer denial-of-service attacks, worms, supply chain attacks, social engineering, and other malicious software programs or other attacks, including those using techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event, impersonation of authorized users, and efforts to discover and exploit any design flaws, “bugs,” security vulnerabilities, as well as intentional or unintentional acts by employees or other insiders with access privileges.
+Added: Cyberattacks can include ransomware, computer denial-of-service attacks, worms, supply chain attacks, social engineering, open source vulnerabilities, and other malicious software programs or other attacks, including those using techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event, impersonation of authorized users, and efforts to discover and exploit any design flaws, “bugs,” security vulnerabilities, as well as intentional or unintentional acts by employees or other insiders with access privileges.
+Added: Additionally, some actors are using artificial intelligence technology to launch more automated, targeted and coordinated attacks.
Globally, cyberattacks are increasing in number and the attackers are increasingly organized and well-financed, or supported by state actors, and are developing increasingly sophisticated systems to not only attack, but also to evade detection.
8 unchanged sentences
To remain competitive, we must attract, retain, and motivate executives and other highly skilled, diverse employees, as well as effectively manage succession for key employees.
−Removed: Competition for experienced employees in our industry is intense.
+Added: Competition for experienced employees in our industry can be intense.
Hiring and retaining qualified executives and other employees is critical to our business.
4 unchanged sentences
Our inability to attract, retain, and motivate executives and other employees or effectively manage succession of key roles may inhibit our ability to maintain or expand our business operations.
−Removed: We may not be able to achieve expected returns from capacity expansions.
−Removed: We have announced our intent to expand our DRAM production capacity in the United States and we also make capital investments in projects outside the United States.
−Removed: These expansions involve several risks including the following:
−Removed: • capital expenditure requirements for capacity expansions during periods of relatively low free cash flow generation, resulting from challenging memory and storage industry conditions;
−Removed: • availability of necessary funding, which may include external sources;
−Removed: • ability to realize expected grants, investment tax credits, and other government incentives, including through the U.S.
−Removed: CHIPS and Science Act of 2022 (“CHIPS Act”) and foreign, state, and local grants;
−Removed: • potential changes in laws or provisions of grants, investment tax credits, and other government incentives;
−Removed: • potential restrictions on expanding in certain geographies;
−Removed: • availability of equipment and construction materials;
−Removed: • ability to complete construction as scheduled and within budget;
−Removed: • availability of the necessary workforce;
−Removed: • ability to timely ramp production in a cost-effective manner;
−Removed: • increases to our cost structure until new production is ramped to adequate scale;
−Removed: • sufficient growth in customer demand to meet our increased output.
−Removed: We invest our capital in areas that we believe best align with our business strategy and optimize future returns.
−Removed: Investments in capital expenditures may not generate expected returns or cash flows.
−Removed: Significant judgment is required to determine which capital investments will result in optimal returns, and we could invest in projects that are ultimately less profitable than those projects we do not select.
−Removed: Delays in completion and ramping of new production facilities, or failure to optimize our investment choices, could significantly impact our ability to realize expected returns on our capital expenditures.
31 | 2023 10-K
−Removed: Any of the above factors could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: Our incentives from various governments are conditional upon achieving or maintaining certain performance obligations and are subject to reduction, termination, or clawback.
−Removed: We have received, and may in the future continue to receive, benefits and incentives from national, state, and local governments in various regions of the world designed to encourage us to establish, maintain, or increase investment, workforce, or production in those regions.
−Removed: These incentives may take various forms, including grants, loan subsidies, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment, or research and development activities to qualify for such incentives or could restrict us from undertaking certain activities.
−Removed: We may be unable to obtain significant future incentives to continue to fund a portion of our capital expenditures and operating costs, without which our cost structure would be adversely impacted.
−Removed: We also cannot guarantee that we will successfully achieve performance obligations required to qualify for these incentives or that the granting agencies will provide such funding.
−Removed: These incentive arrangements typically provide the granting agencies with rights to audit our compliance with their terms and obligations.
−Removed: Such audits could result in modifications to, or termination of, the applicable incentive program.
−Removed: The incentives we receive could be subject to reduction, termination, or clawback, and any decrease or clawback of government incentives could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Compliance with responsible sourcing requirements and any related regulations could increase our operating costs, or limit the supply and increase the cost of certain materials, supplies, and services, and if we fail to comply, customers may reduce purchases from us or disqualify us as a supplier.
+Added: We and many of our customers have adopted responsible sourcing programs that require us to meet certain environmental, social and governance criteria, and to periodically report on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs.
+Added: Many customer programs require us to remove a supplier within a prescribed period if such supplier ceases to comply with prescribed criteria, and our supply chain may at any time contain suppliers at risk of being removed due to non-compliance with responsible sourcing requirements.
+Added: Some of our customers may elect to disqualify us as a supplier (resulting in a permanent or temporary loss of sales to such customer) or reduce purchases from us if we are unable to verify that our performance or products (including the underlying supply chain) meet the specifications of our customers’ responsible sourcing programs on a continuous basis.
+Added: Meeting responsible sourcing requirements may increase operating requirements and costs or limit the sourcing and availability of some of the materials, supplies, and services we use, particularly when the availability of such materials, supplies, and services is concentrated to a limited number of suppliers.
+Added: From time to time, we remove suppliers or require our suppliers to remove suppliers from their supply chains based on our responsible sourcing requirements or customer requirements, and we or our suppliers may be unable to replace such removed suppliers in a timely or cost-effective manner.
+Added: Any inability to replace removed suppliers in a timely or cost effective manner may affect our ability and/or the cost to obtain sufficient quantities of materials, supplies, and services necessary for the manufacture of our products.
+Added: Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’ responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations, or financial condition.
+Added: Failure to meet environmental, social, and governance expectations or standards or achieve our related goals could adversely affect our business, results of operations, financial condition, or stock price.
+Added: In recent years, there has been an increased focus from stakeholders on environmental, social, and governance matters, including greenhouse gas emissions and climate-related risks, sustainability, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
+Added: Given our commitment to relevant social and environmental issues as it relates to our business, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine or even expand further in the future.
+Added: These goals, commitments, and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.
+Added: Achieving these goals may entail significant costs, for example we have entered into several virtual power purchase agreements to obtain renewable energy credits at a cost that will vary based on future prices for electrical power.
+Added: Evolving stakeholder expectations and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and stock price.
+Added: Such risks and uncertainties include:
+Added: • reputational harm, including damage to our relationships with customers, suppliers, investors, governments, or other stakeholders;
+Added: • adverse impacts on our ability to manufacture and sell products and maintain our market share;
+Added: • the success of our collaborations with third parties;
+Added: • increased risk of litigation, investigations, or regulatory enforcement action;
+Added: • unfavorable environmental, social, and governance ratings or investor sentiment;
+Added: • diversion of resources and increased costs to control, assess, and report on environmental, social, and governance metrics;
+Added: • our ability to achieve our goals, commitments, and targets within timeframes announced;
+Added: • increased costs to achieve our goals, commitments, and targets;
+Added: • unforeseen operational and technological difficulties;
+Added: • access to and increased cost of capital;
+Added: • adverse impacts on our stock price.
+Added: Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our environmental, social, and governance goals, commitments, and targets could have an adverse effect on our business, results of operations, financial condition, or stock price.
Acquisitions and/or alliances involve numerous risks.
15 unchanged sentences
We engage, from time to time, in discussions regarding potential acquisitions and similar opportunities.
−Removed: To the extent we are successful in completing any such transactions, we could be subject to some or all of the risks described above, including the risks pertaining to funding, assumption of liabilities, integration challenges, and increases in debt that may accompany such transactions.
+Added: To the extent we are successful in completing any such transactions, we could be subject to some or all of the risks described above.
Acquisitions of, or alliances with, technology companies are inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: We may incur restructure charges in future periods and may not realize expected savings or other benefits from restructure activities.
−Removed: From time to time, we have, and may in the future, enter into restructure initiatives in order to, among other items, streamline our operations, respond to changes in business conditions, our markets, or product offerings, or to centralize certain key functions.
−Removed: We may not realize expected savings or other benefits from our restructure activities and may incur additional restructure charges or other losses in future periods associated with other initiatives.
+Added: We have incurred restructure charges and may incur restructure charges in future periods and may not realize expected savings or other benefits from restructure plans.
+Added: In 2023, we initiated a restructure plan in response to current market conditions.
+Added: See “Part II – Item 8.
+Added: Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Restructure and Asset Impairments” and “Part II – Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview.” In addition, we may in the future enter into other restructure initiatives in order to, among other items, streamline our operations, respond to changes in business conditions, our markets, or product offerings, or to centralize certain key functions.
+Added: We may not realize expected savings or other benefits from our current or future restructure activities and may incur additional restructure charges or other losses in future periods associated with other initiatives.
In connection with any restructure initiatives, we could incur restructure charges, loss of production output, loss of key personnel, disruptions in our operations, and difficulties in the timely delivery of products, which could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: Compliance with responsible sourcing requirements and any related regulations could increase our operating costs, or limit the supply and increase the cost of certain materials, supplies, and services, and if we fail to comply, customers may reduce purchases from us or disqualify us as a supplier.
−Removed: We and many of our customers have adopted responsible sourcing programs that require us to meet certain ESG criteria, and to periodically report on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs.
−Removed: Many customer programs require us to remove a supplier within a prescribed period if such supplier ceases to comply with prescribed criteria, and our supply chain may at any time contain suppliers at risk of being removed due to non-compliance with responsible sourcing requirements.
−Removed: Some of our customers may elect to disqualify us as a supplier (resulting in a permanent or temporary loss of sales to such customer) or reduce purchases from us if we are unable to verify that our performance or products (including the underlying supply chain) meet the specifications of our customers’ responsible sourcing programs on a continuous basis.
−Removed: Meeting responsible sourcing requirements may increase operating requirements and costs or limit the sourcing and availability of some of the materials, supplies, and services we use, particularly when the availability of such materials, supplies, and services is concentrated to a limited number of suppliers.
−Removed: From time to time, we remove suppliers or require our suppliers to remove suppliers from their supply chains based on our responsible sourcing requirements or customer requirements, and we or our suppliers may be unable to replace such removed suppliers in a timely or cost-effective manner.
−Removed: Any inability to replace removed suppliers in a timely or cost effective manner may affect our ability and/or the cost to obtain sufficient quantities of materials, supplies, and services necessary for the manufacture of our products.
−Removed: Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’ responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: Failure to meet ESG expectations or standards or achieve our ESG goals could adversely affect our business, results of operations, financial condition, or stock price.
−Removed: In recent years, there has been an increased focus from stakeholders on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
−Removed: Given our commitment to ESG, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine or even expand further in the future.
−Removed: These goals, commitments, and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.
−Removed: Evolving stakeholder expectations and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and stock price.
−Removed: Such risks and uncertainties include:
−Removed: • reputational harm, including damage to our relationships with customers, suppliers, investors, governments, or other stakeholders;
−Removed: • adverse impacts on our ability to sell and manufacture products;
−Removed: • the success of our collaborations with third parties;
−Removed: • increased risk of litigation, investigations, or regulatory enforcement action;
−Removed: • unfavorable ESG ratings or investor sentiment;
−Removed: • diversion of resources and increased costs to control, assess, and report on ESG metrics;
−Removed: • our ability to achieve our goals, commitments, and targets within timeframes announced;
33 | 2023 10-K
−Removed: • increased costs to achieve our goals, commitments, and targets;
−Removed: • unforeseen operational and technological difficulties;
−Removed: • access to and increased cost of capital;
−Removed: • adverse impacts on our stock price.
−Removed: Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our ESG goals, commitments, and targets could have an adverse effect on our business, results of operations, financial condition, or stock price.
Risks Related to Intellectual Property and Litigation
44 unchanged sentences
Increasing protectionism, economic nationalism, and national security concerns may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets and/or customers.
+Added: For example, following the May 21, 2023 decision of its cybersecurity review of our products sold in China, the CAC determined that critical information infrastructure operators in China may not purchase Micron products, impacting our revenue with companies headquartered in mainland China and Hong Kong, including direct sales as well as indirect sales through distributors.
+Added: Some revenue with customers headquartered outside of China has also been impacted.
+Added: Further actions by the Chinese government could impact additional revenue inside or outside China, or our operations in China, or our ability to ship products to our customers, any of which could have a material adverse effect on our business, results of operations, or financial condition.
35 | 2023 10-K
11 unchanged sentences
We are subject to income taxes in the United States and many foreign jurisdictions.
−Removed: Our provision for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including changes in the geographic mix of our earnings among jurisdictions, mandatory capitalization of R&D expenses beginning in 2023, challenges by tax authorities to our tax positions and intercompany transfer pricing arrangements, failure to meet performance obligations with respect to tax incentive agreements, expanding our operations in various countries, fluctuations in foreign currency exchange rates, adverse resolution of audits and examinations of previously filed tax returns, and changes in tax laws and regulations.
+Added: Our provision for income taxes and cash tax liabilities in the future could be adversely affected by numerous factors, including changes in the geographic mix of our earnings among jurisdictions, challenges by tax authorities to our tax positions and intercompany transfer pricing arrangements, failure to meet performance obligations with respect to tax incentive agreements, expanding our operations in various countries, fluctuations in foreign currency exchange rates, adverse resolution of audits and examinations of previously filed tax returns, and changes in tax laws and regulations.
Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material adverse effect on our financial condition.
Beginning in 2024, the Inflation Reduction Act of 2022 imposes a 15% book minimum tax on corporations with three-year average annual adjusted financial statement income exceeding $1 billion.
−Removed: We are in the process of assessing whether the book minimum tax would impact our effective tax rate.
−Removed: Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation and Development.
−Removed: If implemented by taxing authorities in countries where we do business, such changes, could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: We and others are subject to a variety of laws, regulations, or industry standards, including with respect to ESG considerations, which may have a material adverse effect on our business, results of operations, or financial condition.
−Removed: The manufacture of our products requires the use of facilities, equipment, and materials that are subject to a broad array of laws and regulations in numerous jurisdictions in which we operate.
+Added: The impact of this tax will depend on our facts in each year, anticipated guidance from the U.S.
+Added: Department of the Treasury, and other developing global tax legislation.
+Added: Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation and Development (“OECD”).
+Added: In December 2022, the European Union (“EU”) member states reached an agreement to implement the minimum tax component (“Pillar Two”) of the OECD’s tax reform initiative.
+Added: The directive is expected to be enacted into the national law of the EU member states by December 31, 2023.
+Added: If similar directives under Pillar Two are adopted by taxing authorities in other countries where we do business, such changes could have a material adverse effect on our business, results of operations, or financial condition.
+Added: We and others are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product considerations, which may have a material adverse effect on our business, results of operations, or financial condition.
+Added: The manufacture of our products requires the use of facilities, equipment, chemicals, and materials that are subject to a broad array of laws and regulations in numerous jurisdictions in which we operate.
Additionally, we are subject to a variety of other laws and regulations relative to the construction, maintenance, and operations of our facilities.
3 unchanged sentences
Our engagement with these third parties may also expose us to risks associated with their respective compliance with laws and regulations.
−Removed: New ESG considerations, including those related to climate change and the potential resulting environmental impact, may result in new laws, regulations, or industry standards that may affect us, our suppliers, and our customers.
+Added: New and evolving environmental health, safety, and product considerations, including those related to greenhouse gas emissions and climate change, the purchase, use and disposal of regulated and/or hazardous chemicals, and the potential resulting environmental, health or safety impacts, may result in new laws, regulations, or industry standards that may affect us, our suppliers, and our customers.
Such laws, regulations, or industry standards could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us.
These costs may adversely impact our results of operations and financial condition.
−Removed: As a result of the items detailed in this risk factor, we could experience the following:
+Added: As a result of the considerations detailed in this risk factor, we could experience the following:
• suspension of production or sales of our products;
+Added: • limited supplies of chemicals or materials used to make our products;
• remediation costs;
1 unchanged sentence
• alteration of our manufacturing processes;
−Removed: • regulatory penalties, fines, and legal liabilities;
+Added: • regulatory penalties, fines, civil or criminal sanctions, and other legal liabilities;
• reputational challenges.
4 unchanged sentences
To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology.
−Removed: We estimate capital expenditures in 2023 for property, plant, and equipment, net of partner contributions, will be around $8 billion.
+Added: We estimate capital expenditures in 2024 for property, plant, and equipment, net of partner contributions, to be slightly above $7 billion.
In the past, we have utilized external sources of financing when needed.
−Removed: As a result of our debt levels, expected debt amortization, and general capital market and other economic conditions, it may be difficult for us to obtain financing on terms acceptable to us or at all.
−Removed: We have experienced volatility in our cash flows and operating results and may continue to experience such volatility in the future, which may negatively affect our credit rating.
−Removed: Our credit rating may also be affected by our liquidity, financial results, economic risk, or other factors, which may increase the cost of future borrowings and make it difficult for us to obtain financing on terms acceptable to us or at all.
−Removed: There can be no assurance that we will be able to generate sufficient cash flows, access capital or credit markets, or find other sources of financing to fund our operations, make debt payments, pay our quarterly dividend, and make adequate capital investments to remain competitive in terms of technology development and cost efficiency.
+Added: As a result of our debt levels, expected debt amortization, prevailing interest rates, and general capital market and other economic conditions, it may be difficult for us to obtain financing on terms acceptable to us or at all.
+Added: We have experienced volatility in our cash flows and operating results and we expect to continue to experience such volatility in the future, which may negatively affect our credit rating.
+Added: Our credit rating may also be affected by our liquidity, financial results, economic risk, or other factors, which may increase the cost of borrowings and make it difficult for us to obtain financing on terms acceptable to us or at all.
+Added: There can be no assurance that we will be able to generate sufficient cash flows, access capital or credit markets, or find other sources of financing to fund our operations, make debt payments, refinance our debt, pay our quarterly dividend, and make adequate capital investments to remain competitive in terms of technology development and cost efficiency.
Our inability to do any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition.
+Added: 37 | 2023 10-K
Debt obligations could adversely affect our financial condition.
We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and to realign our capital structure.
−Removed: As of September 1, 2022, we had debt with a carrying value of $6.91 billion and may incur additional debt, including under our $2.50 billion Revolving Credit Facility.
+Added: As of August 31, 2023, we had debt with a carrying value of $13.33 billion and may incur additional debt, including under our $2.50 billion Revolving Credit Facility.
Our debt obligations could adversely impact us as follows:
• require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund our business activities;
−Removed: • adversely impact our credit rating, which could increase future borrowing costs;
+Added: • adversely impact our credit rating, which could increase borrowing costs;
• limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporate requirements;
−Removed: 37 | 2022 10-K
• restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;
6 unchanged sentences
Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize our Revolving Credit Facility.
−Removed: If we are unable to generate sufficient cash flows to service our debt payment obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital.
+Added: In light of industry conditions, in 2023, we amended the financial covenants in our Revolving Credit Facility and term loan agreements.
+Added: See “Part II – Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” and “Part II - Item 8.
+Added: Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.” If we are unable to generate sufficient cash flows to service our debt payment obligations or satisfy our debt covenants, we may need to refinance, restructure, or amend the terms of our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital.
If we are unable to implement one or more of these alternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results of operations, or financial condition.
1 unchanged sentence
Across our global operations, significant transactions and balances are denominated in currencies other than the U.S.
−Removed: dollar (our reporting currency), primarily the euro, Malaysian ringgit, Singapore dollar, New Taiwan dollar, and yen.
+Added: dollar (our reporting currency), primarily the Chinese yuan, euro, Indian rupee, Japanese yen, Malaysian ringgit, New Taiwan dollar, and Singapore dollar.
In addition, a significant portion of our manufacturing costs are denominated in foreign currencies.
22 unchanged sentences
Share repurchases could also increase the volatility of the trading price of our stock and will diminish our cash reserves.
−Removed: The amount, timing, and execution of our share repurchases pursuant to our share repurchase authorization may fluctuate based on our operating results, cash flows, and priorities for the use of cash for other purposes.
−Removed: Our expenditures for share repurchases were $2.43 billion in 2022, $1.20 billion in 2021, $176 million in 2020, and $2.66 billion in 2019.
+Added: The amount, frequency, and execution of our share repurchases pursuant to our share repurchase authorization may fluctuate based on our operating results, cash flows, and priorities for the use of cash for other purposes.
+Added: Our expenditures for share repurchases were $425 million in 2023, $2.43 billion in 2022, $1.20 billion in 2021.
These other purposes include, but are not limited to, operational spending, capital spending, acquisitions, and repayment of debt.
8 unchanged sentences
There can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.
+Added: 39 | 2023 10-K
Future dividends, if any, and their timing and amount, may be affected by, among other factors:
2 unchanged sentences
UNRESOLVED STAFF COMMENTS
−Removed: 39 | 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.