What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-10-06 compared with 2022-10-07 · 333 added, 329 removed, 812 unchanged (45% of the section changed)

2 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

53 | 2022 10-K

Micron Technology, Inc.

1 unchanged sentence

(In millions, except per share amounts)

For the year ended September 1,

For the year ended August 31,

2023 September 1,

7 unchanged sentences

Other operating (income) expense, net 124 ( 34 ) 95

Operating income 9,702 6,283 3,003

Operating income (loss) ( 5,745 ) 9,702 6,283

Interest income 468 96 37

4 unchanged sentences

Equity in net income (loss) of equity method investees

Net income 8,687 5,861 2,710

Net income attributable to noncontrolling interests — — ( 23 )

Net income attributable to Micron $ 8,687 $ 5,861 $ 2,687

Earnings per share

Net income (loss) $ ( 5,833 ) $ 8,687 $ 5,861

Earnings (loss) per share

Basic $ ( 5.34 ) $ 7.81 $ 5.23

4 unchanged sentences

See accompanying notes to consolidated financial statements.

57 | 2023 10-K

Micron Technology, Inc.

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

For the year ended September 1,

For the year ended August 31,

2023 September 1,

2022 September 2,

Net income $ 8,687 $ 5,861 $ 2,710

Net income (loss) $ ( 5,833 ) $ 8,687 $ 5,861

Other comprehensive income (loss), net of tax

Gains (losses) on derivative instruments 234 ( 516 ) ( 67 )

Gains (losses) on investments ( 48 ) ( 7 ) 1

Foreign currency translation adjustments ( 1 ) 2 —

Pension liability adjustments 11 3 3

Unrealized gains (losses) on investments

6 ( 48 ) ( 7 )

Foreign currency translation adjustments ( 3 ) ( 1 ) 2

Other comprehensive income (loss) 248 ( 562 ) ( 69 )

Total comprehensive income 8,125 5,792 2,772

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Micron $ 8,125 $ 5,792 $ 2,749

Total comprehensive income (loss) $ ( 5,585 ) $ 8,125 $ 5,792

See accompanying notes to consolidated financial statements.

55 | 2022 10-K

Micron Technology, Inc.

1 unchanged sentence

(In millions, except par value amounts)

As of September 1,

As of August 31,

2023 September 1,

3 unchanged sentences

Inventories 8,387 6,663

Assets held for sale 13 974

Other current assets 820 657

29 unchanged sentences

See accompanying notes to consolidated financial statements.

59 | 2023 10-K

Micron Technology, Inc.

1 unchanged sentence

(In millions, except per share amounts)

Micron Shareholders

Common Stock Additional Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive

Income (Loss) Total Micron Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity

Income (Loss) Total Shareholders’ Equity

of Shares Amount

Balance at August 29, 2019 1,182 $ 118 $ 8,214 $ 30,761 $ ( 3,221 ) $ 9 $ 35,881 $ 889 $ 36,770

Net income — — — 2,687 — — 2,687 15 2,702

Balance at September 3, 2020 1,194 $ 119 $ 8,917 $ 33,384 $ ( 3,495 ) $ 71 $ 38,996

Net income (loss) — — — 5,861 — — 5,861

Other comprehensive income (loss), net — — — — — ( 69 ) ( 69 )

3 unchanged sentences

Repurchase of stock - withholdings on employee equity awards ( 2 ) — ( 12 ) ( 82 ) — — ( 94 )

Settlement of capped calls — — 98 — ( 98 ) — — — —

Acquisitions of noncontrolling interest — — 120 — — — 120 ( 904 ) ( 784 )

Stock issued for convertible notes 11 1 ( 1 ) — — — —

Cash settlement of convertible notes — — ( 52 ) — — — ( 52 )

Dividends and dividend equivalents declared ($ 0.10 per share)

— — — ( 112 ) — — ( 112 )

Balance at September 2, 2021 1,216 $ 122 $ 9,453 $ 39,051 $ ( 4,695 ) $ 2 $ 43,933

Net income — — — 5,861 — — 5,861 — 5,861

Net income (loss) — — — 8,687 — — 8,687

Other comprehensive income (loss), net — — — — — ( 562 ) ( 562 )

3 unchanged sentences

Repurchase of stock - withholdings on employee equity awards ( 2 ) — ( 14 ) ( 112 ) — — ( 126 )

Stock issued for convertible notes 11 1 ( 1 ) — — — — — —

Cash settlement of convertible notes — — ( 52 ) — — — ( 52 ) ( 52 )

Dividends and dividend equivalents declared ($ 0.315 per share)

1 unchanged sentence

Balance at September 1, 2022 1,226 $ 123 $ 10,197 $ 47,274 $ ( 7,127 ) $ ( 560 ) $ 49,907

Net income — — — 8,687 — — 8,687 — 8,687

Net income (loss) — — — ( 5,833 ) — — ( 5,833 )

Other comprehensive income (loss), net — — — — — 248 248

5 unchanged sentences

— — — ( 509 ) — — ( 509 )

Balance at September 1, 2022 1,226 $ 123 $ 10,197 $ 47,274 $ ( 7,127 ) $ ( 560 ) $ 49,907 $ — $ 49,907

Balance at August 31, 2023 1,239 $ 124 $ 11,036 $ 40,824 $ ( 7,552 ) $ ( 312 ) $ 44,120

See accompanying notes to consolidated financial statements.

57 | 2022 10-K

Micron Technology, Inc.

1 unchanged sentence

(In millions)

For the year ended September 1,

For the year ended August 31,

2023 September 1,

1 unchanged sentence

Cash flows from operating activities

Net income $ 8,687 $ 5,861 $ 2,710

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 5,833 ) $ 8,687 $ 5,861

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation expense and amortization of intangible assets 7,756 7,116 6,214

Provision to write down inventories to net realizable value 1,831 — —

Stock-based compensation 596 514 378

(Gain) loss on debt repurchases and conversions 83 1 ( 40 )

Goodwill impairment

Restructure and asset impairments 11 44 454

Loss on debt repurchases and conversions

Change in operating assets and liabilities:

8 unchanged sentences

Proceeds from maturities of available-for-sale securities 1,566 1,321 1,250

Proceeds from sale of Lehi, Utah fab 888 — —

Proceeds from sales of available-for-sale securities 294 856 1,458

Proceeds from government incentives 710 115 495

Proceeds from sales of available-for-sale securities 25 294 856

Proceeds from sale of Lehi, Utah fab — 888 —

Other ( 93 ) ( 366 ) 3

1 unchanged sentence

Cash flows from financing activities

Repurchases of common stock - repurchase program ( 2,432 ) ( 1,200 ) ( 176 )

Proceeds from issuance of debt 6,716 2,000 1,188

Repayments of debt ( 761 ) ( 2,032 ) ( 1,520 )

Payments of dividends to shareholders ( 504 ) ( 461 ) —

Repurchases of common stock - repurchase program ( 425 ) ( 2,432 ) ( 1,200 )

Payments on equipment purchase contracts ( 138 ) ( 141 ) ( 295 )

Repurchases of common stock - withholdings on employee equity awards ( 125 ) ( 94 ) ( 75 )

Acquisition of noncontrolling interest in IMFT — — ( 744 )

Proceeds from issuance of debt 2,000 1,188 5,000

Other 95 86 46

9 unchanged sentences

See accompanying notes to consolidated financial statements.

61 | 2023 10-K

Micron Technology, Inc.

10 unchanged sentences

Certain reclassifications have been made to prior period amounts to conform to current period presentation.

“Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional

See “Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional information.

Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31.

Fiscal 2022 and 2021 each contained 52 weeks and fiscal 2020 contained 53 weeks.

Our fourth quarter of fiscal 2020 contained 14 weeks and all other fiscal quarters in the years presented contained 13 weeks.

Fiscal 2023, 2022, and 2021 each contained 52 weeks.

All period references are to our fiscal periods unless otherwise indicated.

5 unchanged sentences

The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation.

For derivative instruments that are not designated for hedge accounting, gains or losses from changes in fair values are recognized in other non-operating income (expense).

For derivative instruments that are not designated for hedge accounting, gains or losses from changes in fair values are recognized in other non-operating income (expense) and cash flows are classified as investing activities in the statement of cash flows.

For derivative instruments designated as cash flow hedges, gains or losses are included as a component of accumulated other comprehensive income and reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings.

For derivative instruments designated as cash flow hedges, time value is excluded from the assessment of effectiveness and the gains and losses attributable to time value are recognized in earnings.

For derivative instruments designated as cash flow hedges, time value is excluded from the assessment of effectiveness and the gains and losses attributable to time value are recognized in earnings through an amortization approach.

For derivative instruments designated as fair value hedges, changes in the fair values of the derivative instruments and the offsetting changes in the fair values of the underlying hedged items are both recognized in earnings.

Cash flows from derivative instruments designated as cash flow hedges or fair value hedges are classified in the same category as the items being hedged.

We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions.

1 unchanged sentence

Derivative assets and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net basis.

59 | 2022 10-K

Financial Instruments

7 unchanged sentences

Government Incentives

We receive incentives from governmental entities related to expenses, assets, and other activities.

We receive incentives from governmental entities related to capital expenditures, expenses, and other activities.

Our government incentives may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained.

Government incentives are recorded in the financial statements in accordance with their purpose:

as a reduction of expenses, a reduction of asset costs, or other income.

Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred.

as a reduction of asset costs or a reduction of expenses.

Incentives related to the acquisition or construction of fixed assets are recognized as a reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of the assets.

Other incentives are recognized as other operating income.

Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred.

Government incentives received prior to being earned are recognized in current or noncurrent deferred income or restricted cash, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables.

5 unchanged sentences

Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs.

When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold.

Determining net realizable value of finished goods and work in process inventories requires projecting future average selling prices, sales volumes, and costs per part.

When net realizable value is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold.

We review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory) as a single group.

We remove amounts from inventory and charge such amounts to cost of goods sold on a FIFO basis.

We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date.

3 unchanged sentences

Sublease income is included within lease expense.

63 | 2023 10-K

Product and Process Technology

9 unchanged sentences

Property, Plant, and Equipment

Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally 10 to 30 years for buildings, 5 to 7 years for equipment, and 3 to 5 years for software.

Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally 10 to 30 years for buildings, 7 years for production equipment, up to 7 years for other equipment, and 3 to 5 years for software.

Assets held for sale are carried at the lower of estimated fair value or carrying value and are included in current assets.

14 unchanged sentences

Differences between the estimated and actual amounts are recognized as adjustments to revenue.

61 | 2022 10-K

Stock-based Compensation

12 unchanged sentences

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 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.

The impairment charge was based on Level 3 inputs including expected consideration and the composition of assets included in the sale, which were derived from the agreement with TI.

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.

Our 3D XPoint technology development and Lehi facility operations were primarily included in our CNBU segment results.

As of September 2, 2021, the significant balances of assets held for sale in connection with our Lehi facility were as follows:

As of September 2,

Property, plant, and equipment $ 1,334

Other current assets 50

Impairment ( 435 )

Lehi assets held for sale $ 949

As of September 2, 2021, we also had a $ 50 million finance lease obligation included in the current portion of long-term debt and $ 11 million of other liabilities that were subsequently transferred with the sale.

As of September 2, 2021, the carrying value of the Lehi assets held for sale approximated the expected cash consideration, net of estimated selling expenses.

Accordingly, we ceased development of 3D XPoint technology and engaged in discussions 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 in 2021, ceased depreciating the assets, and recognized a $ 435 million restructure and asset impairment charge and a $ 104 million tax benefit.

We closed the sale of our Lehi facility to TI in 2022 for $ 893 million and disposed of $ 918 million of net assets, consisting primarily of property, plant, and equipment, resulting in a $ 23 million loss, net of selling expenses and other adjustments.

Variable Interest Entities

We have interests in entities that are variable interest entities (“VIEs”).

If we are the primary beneficiary of a VIE, we are required to consolidate it.

To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances.

Our assessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.

Through the first quarter of 2020, IMFT, which operated a facility in Lehi, Utah, was a VIE because all of its costs were passed to us and its other member, Intel, through product purchase agreements and because IMFT was dependent upon us or Intel for additional cash requirements.

The primary activities of IMFT were driven by the constant introduction of product and process technology.

Because we performed a significant majority of the technology development, we had the power to direct its key activities.

We consolidated IMFT due to this power and our obligation to absorb losses and the right to receive benefits from IMFT that could have been potentially significant to it.

In the first quarter of 2020, we paid $ 1.25 billion to acquire Intel’s noncontrolling interest in IMFT and settle IMFT’s debt obligations to Intel, at which time IMFT became a wholly-owned subsidiary.

In connection therewith, we recognized a $ 160 million adjustment to equity for the difference between the $ 744 million of cash consideration allocated to Intel’s noncontrolling interest and its $ 904 million carrying value.

IMFT manufactured semiconductor products exclusively for its members under a long-term supply agreement at prices approximating cost.

In 2020, IMFT manufactured 3D XPoint memory and its sales to Intel were $ 158 million through the date of our purchase of Intel’s noncontrolling interest.

A number of special purpose entities (the "Lease SPEs") were created by a third-party to facilitate equipment lease financing transactions between us and financial institutions that fund the lease financing transactions ("Financing Entities").

Neither we nor the Financing Entities have an equity interest in the Lease SPEs.

The Lease SPEs are variable interest entities because their equity is not sufficient to permit them to finance their activities without additional support from the Financing Entities and because the third-party equity holder lacks characteristics of a controlling financial interest.

By design, the arrangements with the Lease SPEs are merely financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs.

We have determined that we do not have the power to direct the activities of the Lease SPEs that most significantly impact their economic performance and we do not consolidate the Lease SPEs.

65 | 2023 10-K

Cash and Investments

All of our marketable debt investments were classified as available-for-sale as of the dates noted below.

All of our short-term investments and long-term marketable investments were classified as available-for-sale as of the dates noted below.

Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:

As of Cash and Equivalents Short-term Investments Long-term Marketable Investments (1)

As of August 31, 2023 As of September 1, 2022

Cash and Equivalents Short-term Investments Long-term Marketable Investments (1)

Total Fair Value Cash and Equivalents Short-term Investments Long-term Marketable Investments (1)

2 unchanged sentences

Money market funds 1,629 — — 1,629 1,196 — — 1,196

Certificates of deposits 976 50 — 1,026 1,907 69 — 1,976

Certificates of deposit 1,172 25 — 1,197 976 50 — 1,026

Corporate bonds — 737 437 1,174 — 759 995 1,754

5 unchanged sentences

Cash, cash equivalents, and restricted cash $ 8,656 $ 8,339

(1) The maturities of long-term marketable securities primarily range from one to four years .

(1) The maturities of long-term marketable investments primarily range from one to five years , except for asset-backed securities which are not due at a single maturity date.

(2) The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.

1 unchanged sentence

We perform supplemental analysis to validate information obtained from these pricing services.

No adjustments were made to the fair values indicated by such pricing information as of September 1, 2022 or September 2, 2021.

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

No adjustments were made to the fair values indicated by such pricing information as of August 31, 2023 or September 1, 2022.

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

Non-marketable Equity Investments

In addition to the amounts included in the table above, we had $ 222 million and $ 153 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of September 1, 2022 and September 2, 2021, respectively.

We recognized net gains in other non-operating income on these non-marketable investments of $ 36 million and $ 70 million for 2022 and 2021, respectively.

These gains primarily resulted from adjustments of these investments to the value indicated by transactions in the same or similar investments.

As of 2022 2021

In addition to the amounts included in the table above, we had $ 218 million and $ 222 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of August 31, 2023 and September 1, 2022, respectively.

For non-marketable investments, we recognized in other non-operating income (expense) a net loss of $ 7 million for 2023 and net gains of $ 36 million for 2022 and $ 70 million for 2021.

Our non-marketable equity investments are recorded at fair value on a non-recurring basis and classified as Level 3.

As of August 31,

2023 September 1,

Trade receivables $ 2,048 $ 4,765

2 unchanged sentences

$ 2,443 $ 5,130

As of 2022 2021

As of August 31,

2023 September 1,

Finished goods $ 1,616 $ 1,028

2 unchanged sentences

$ 8,387 $ 6,663

In 2023, we recorded charges of $ 1.83 billion to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable value.

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO.

2 unchanged sentences

As such, prior periods were not retrospectively adjusted, and the cumulative effect was reported as an increase to cost of goods sold for the second quarter of 2021 of $ 133 million, with an offsetting reduction to beginning inventories.

This charge resulted in a corresponding reduction to operating income, a $ 128 million reduction to net income, and an $ 0.11 reduction to diluted earnings per share for both the second quarter and the year ended 2021.

This charge resulted in a corresponding reduction to operating income (loss), a $ 128 million reduction to net income (loss), and an $ 0.11 reduction to diluted earnings per share for both the second quarter and the year ended 2021.

Property, Plant, and Equipment

As of 2022 2021

As of August 31,

2023 September 1,

Land $ 283 $ 280

7 unchanged sentences

$ 37,928 $ 38,549

(1) Includes costs related to equipment not placed into service of $ 3.35 billion as of September 1, 2022 and $ 1.99 billion as of September 2, 2021.

(1) Includes costs related to equipment not placed into service of $ 2.91 billion as of August 31, 2023 and $ 3.35 billion as of September 1, 2022.

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

2 unchanged sentences

67 | 2023 10-K

Intangible Assets and Goodwill

Intangible Assets

As of August 31, 2023 As of September 1, 2022

Amount Accumulated

Amortization Gross

Amortization Net Carrying Amount Gross

Amount Accumulated

Amortization Net Carrying Amount

Product and process technology $ 613 $ ( 209 ) $ 404 $ 742 $ ( 321 ) $ 421

Goodwill 1,228 1,228

In 2022, 2021, and 2020, we capitalized $ 158 million, $ 106 million, and $ 73 million, respectively, for product and process technology with weighted-average useful lives of 9 years, 9 years, and 10 years, respectively.

In 2023, 2022, and 2021, we capitalized $ 87 million, $ 158 million, and $ 106 million, respectively, for product and process technology with weighted-average useful lives of 9 years.

Amortization expense was $ 86 million, $ 85 million, and $ 82 million for 2023, 2022, and 2021, respectively.

Expected amortization expense is $ 75 million for 2024, $ 51 million for 2025, $ 47 million for 2026, $ 43 million for 2027, and $ 42 million for 2028.

As of August 31,

2023 September 1,

Goodwill $ 1,150 $ 1,228

In the fourth quarter of 2023, we recognized a charge of $ 101 million included in other operating income (loss) to impair all of the goodwill assigned to our SBU reporting unit based on a quantitative assessment for impairment.

We evaluated the fair value of our reporting units for the assessment based on an income approach, which uses a discounted cash flow methodology.

The impairment of SBU goodwill reflects lower forecasted cash flows for SBU as a result of adverse conditions in the storage industry environment due to weak demand in many end markets combined with global and macroeconomic challenges and lower demand resulting from customer actions to reduce elevated inventory levels.

These conditions led to significant reductions in SBU’s average selling prices and bit shipments, driving declines in revenue and cash flows.

The quantitative assessment for impairment indicated that the fair value for all of our other reporting units substantially exceeded their carrying value.

As of August 31, 2023, CNBU, MBU, and EBU had goodwill of $ 855 million, $ 198 million, and $ 97 million, respectively.

As of September 1, 2022, CNBU, MBU, SBU, and EBU had goodwill of $ 832 million, $ 198 million, $ 101 million, and $ 97 million, respectively.

The Company added $ 23 million of goodwill to CNBU from an acquisition in the third quarter of 2023.

We have finance and operating leases through which we obtain the right to use facilities, land, and equipment that support our business operations.

Our finance leases consist primarily of gas or other supply agreements that are deemed to contain embedded leases.

Our operating leases consist primarily of offices, laboratories, other facilities, and land.

Our finance leas es consist primarily of (i) gas and other supply agreements that are deemed to contain embedded leases and (ii) equipment leases.

Ou r operating leases consist primarily of offices, laboratories, other facilities, and land.

Certain of our operating leases include one or more options to extend the lease term for periods from one year to 10 years for real estate and one year to 99 years for land.

22 unchanged sentences

Operating leases

(1) Includes $ 48 million of reimbursements received for tenant improvements for 2020.

Supplemental balance sheet information related to leases was as follows:

As of 2022 2021

Finance lease right-of-use assets (included in property, plant, and equipment and assets held for sale) $ 904 $ 766

As of August 31,

2023 September 1,

Finance lease right-of-use assets (included in property, plant, and equipment)

$ 1,311 $ 904

Current operating lease liabilities (included in accounts payable and accrued expenses) 66 60

7 unchanged sentences

3.21 % 2.90 %

As of September 1, 2022, maturities of lease liabilities were as follows:

As of August 31, 2023, maturities of lease liabilities by fiscal year were as follows:

For the year ending Finance Leases Operating Leases

2 unchanged sentences

Less imputed interest ( 197 ) ( 149 )

$ 1,281 $ 669

69 | 2023 10-K

The table above excludes obligations for leases that have been executed but have not yet commenced.

As of September 1, 2022, excluded obligations consisted of $ 212 million of finance lease obligations over a weighted-average period of 14 years for gas supply arrangements deemed to contain embedded leases.

As of August 31, 2023, excluded obligations consisted of $ 170 million of finance lease obligations over a weighted-average period of 12 years for gas supply arrangements deemed to contain embedded leases and equipment leases.

We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

67 | 2022 10-K

Accounts Payable and Accrued Expenses

As of 2022 2021

As of August 31,

2023 September 1,

Accounts payable $ 1,725 $ 2,142

4 unchanged sentences

$ 3,958 $ 6,090

As of August 31, 2023 As of September 1, 2022

Net Carrying Amount Net Carrying Amount

As of Stated Rate Effective Rate Principal Current Long-Term Total Principal Current Long-Term Total

Stated Rate Effective Rate Principal Current Long-Term Total Principal Current Long-Term Total

2024 Term Loan A 6.146 % 6.18 % $ 588 $ — $ 587 $ 587 $ 1,188 $ — $ 1,187 $ 1,187

2025 Term Loan A 6.681 % 6.82 % 1,052 — 1,050 1,050 — — — —

2026 Term Loan A 6.806 % 6.94 % 971 49 921 970 — — — —

2027 Term Loan A 6.931 % 7.07 % 1,123 57 1,063 1,120 — — — —

4.975 % 5.07 % 500 — 499 499 500 — 498 498

1 unchanged sentence

4.185 % 4.27 % 900 — 798 798 900 — 806 806

5.327 % 5.40 % 700 — 697 697 700 — 696 696

2028 Notes 5.375 % 5.52 % 600 — 596 596 — — — —

2029 A Notes 5.327 % 5.40 % 700 — 697 697 700 — 697 697

2029 B Notes 6.750 % 6.54 % 1,250 — 1,263 1,263 — — — —

4.663 % 4.73 % 850 — 846 846 850 — 846 846

2032 Green Bonds 2.703 % 2.77 % 1,000 — 995 995 1,000 — 994 994

2033 A Notes 5.875 % 5.96 % 750 — 745 745 — — — —

2033 B Notes 5.875 % 6.01 % 900 — 890 890 — — — —

2041 Notes 3.366 % 3.41 % 500 — 497 497 500 — 496 496

2 unchanged sentences

N/A 3.86 % 1,281 172 1,109 1,281 886 103 783 886

2023 Notes N/A N/A — — — — 1,250 — 1,247 1,247

N/A N/A — — — — 600 — 598 598

$ 13,465 $ 278 $ 13,052 $ 13,330 $ 7,024 $ 103 $ 6,803 $ 6,906

1 unchanged sentence

The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33 %.

The fixed-to-floating interest rate swaps are accounted for as fair value hedges, as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

As of September 1, 2022, all of our debt, other than our finance leases, are unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and are effectively subordinated to all future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

As of September 1, 2022, Micron had unsecured debt with a carrying value of $ 6.02 billion that was structurally subordinated to all liabilities of its subsidiaries, including trade payables.

The fixed-to-floating interest rate swaps are accounted for as fair value hedges, and as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

As of August 31, 2023, all of our debt, other than finance lease obligations, were unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and were effectively subordinated to all future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

All our unsecured debt were obligations of our parent company, Micron, and were structurally subordinated to all liabilities of its subsidiaries, including trade payables.

The terms of our indebtedness generally contain cross payment default and cross acceleration provisions.

Micron’s guarantees of certain liabilities of its subsidiaries are unsecured obligations ranking equally in right of payment with all of Micron’s other existing and future unsecured indebtedness.

Debt Activity

The table below presents the effects of debt financing and prepayment activities in 2023:

Transaction Date Increase (Decrease) in Principal Increase (Decrease) in Carrying Value Increase (Decrease) in Cash

2029 B Notes October 31, 2022 $ 750 $ 744 $ 744

2025 Term Loan A November 3, 2022 927 925 925

2026 Term Loan A November 3, 2022 746 745 745

2027 Term Loan A November 3, 2022 927 924 924

2025 Term Loan A January 5, 2023 125 125 125

2026 Term Loan A January 5, 2023 250 249 249

2027 Term Loan A January 5, 2023 225 225 225

2029 B Notes February 9, 2023 500 520 520

2033 A Notes February 9, 2023 750 745 745

2028 Notes April 11, 2023 600 596 596

2033 B Notes April 11, 2023 900 890 890

2024 Term Loan A April 13, 2023 ( 600 ) ( 600 ) ( 600 )

$ 6,100 $ 6,088 $ 6,088

In 2022, we issued $ 2.00 billion of senior unsecured notes and received cash of $ 1.99 billion.

The approximate $ 1.00 billion of net proceeds from the issuance of the 2032 Green Bonds are being used to fund eligible sustainability-focused projects.

The remaining proceeds, along with cash on hand, were used to repay $ 1.85 billion of principal amount of notes (carrying value of $ 1.85 billion) for $ 1.93 billion in cash.

We recognized losses of $ 83 million in connection with these repayments.

In 2021, substantially all holders of our 2032D Notes converted their notes.

We settled these conversions and all remaining 2032D Notes with $ 185 million in cash and 11.1 million shares of our stock, which approximated the carrying value of debt and equity for those notes.

Senior Unsecured Notes

On November 1, 2021, we issued $ 2.00 billion aggregate principal amount of unsecured 2032 Green Bonds, 2041 Notes, and 2051 Notes in a public offering.

Issuance costs for these notes were $ 14 million.

Over time, we plan to allocate an amount equal to the net proceeds of the 2032 Green Bonds to fund eligible sustainability-focused projects involving renewable energy, green buildings, energy efficiency, water management, waste abatement, and a circular economy.

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

We may also redeem any series of our Senior Unsecured Notes, in whole or in part, at a price equal to par between two and six months prior to maturity in accordance with the respective terms of such series.

Each series of Senior Unsecured Notes contains covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80 % of the voting stock and which own principal property, as defined in the indenture governing such notes) to (1) create or incur certain liens;

We may redeem our 2026 Notes, 2027 Notes, 2028 Notes, 2029 A Notes, 2029 B Notes, 2030 Notes, 2032 Green Bonds, 2033 A Notes, 2033 B Notes, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at our option prior to their respective maturity dates at a redemption price equal to the greater of (i) 100 % of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, in each case plus accrued interest.

We may also redeem any series of our Senior Unsecured Notes, in whole or in part, at a price equal to par between one and six months prior to maturity in accordance with the respective terms of such series.

71 | 2023 10-K

(2) enter into certain sale and lease-back transactions;

1 unchanged sentence

These covenants are subject to a number of limitations and exceptions.

Additionally, if a change of control triggering event occurs, as defined in the indentures governing our senior unsecured notes, we will be required to offer to purchase such notes at 101 % of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Additionally, if a change of control triggering event, as defined in the indentures governing our Senior Unsecured Notes, occurs with respect to a series of Senior Unsecured Notes, we will be required to offer to purchase such Senior Unsecured Notes at 101 % of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

2032 Green Bonds:

We plan to allocate an amount equal to the approximate $ 1.00 billion of net proceeds of our unsecured 2032 Green Bonds by November 1, 2023, to fund eligible sustainability-focused projects involving renewable energy, green buildings, energy efficiency, water management, waste abatement, and a circular economy.

Multi-Tranche Term Loan A

In 2023, we entered into a term loan agreement consisting of three tranches (the “Multi-Tranche Term Loan Agreement”) and borrowed $ 3.20 billion in aggregate principal amount.

The tranches mature on November 3, 2025 (“2025 Term Loan A”);

November 3, 2026 (“2026 Term Loan A”);

and November 3, 2027 (“2027 Term Loan A”).

The 2026 Term Loan A and 2027 Term Loan A each require equal quarterly installment payments in an amount equal to 1.25 % of the original principal amount.

The 2025 Term Loan A does not require quarterly installment payments.

Borrowings under the Multi-Tranche Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 1.00 % to 2.00 %, varying by tranche and depending on our corporate credit ratings.

Adjusted term SOFR for the Multi-Tranche Term Loan Agreement is the SOFR benchmark plus 0.10 %.

The Multi-Tranche Term Loan Agreement requires us to maintain, on a consolidated basis, a leverage ratio of total indebtedness to adjusted EBITDA, as defined in the Multi-Tranche Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00.

On March 27, 2023, we amended the Multi-Tranche Term Loan Agreement to provide that in lieu of the foregoing leverage ratio, during the fourth quarter of 2023 and each quarter of 2024, we will be required to maintain, on a consolidated basis, a net leverage ratio of total net indebtedness to adjusted EBITDA, as defined in the Multi-Tranche Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00.

Alternatively, for up to three of such five quarters, we may elect to comply with a requirement of minimum liquidity, as defined in the Multi-Tranche Term Loan Agreement, of not less than $ 5.0 billion.

In the fourth quarter of 2023, we complied with the net leverage ratio.

Each of the leverage ratio and net leverage ratio maximums, as applicable, is subject to a temporary four quarter increase in such ratio to 3.75 to 1.00 following certain material acquisitions.

The Multi-Tranche Term Loan Agreement contains other covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease, or otherwise dispose of all or substantially all of our assets, to another entity.

These covenants are subject to a number of limitations, exceptions, and qualifications.

Our obligations under the Multi-Tranche Term Loan Agreement are unsecured.

2024 Term Loan A

On April 13, 2023, we used a portion of the proceeds from our April 2023 issuance of senior unsecured notes to prepay $ 600 million principal amount of our 2024 Term Loan A.

On June 7, 2023, the 2024 Term Loan A agreement was amended, pursuant to its transition provisions, to replace LIBOR-based benchmark rates with SOFR-based benchmark rates effective July 1, 2023.

Subsequent to this amendment, borrowings under the 2024 Term Loan Agreement generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 0.625 % to 1.375 % depending on our corporate credit ratings.

Adjusted term SOFR for the 2024 Term Loan A is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.11 % to 0.43 % depending on the applicable interest period selected.

Prior to July 1, 2023, the 2024 Term Loan A bore interest at a rate equal to LIBOR plus 0.625 % to 1.375 % based on our corporate credit ratings.

The 2024 Term Loan A agreement contains the same leverage ratio, as amended, and substantially the same other covenants as the Multi-Tranche Term Loan Agreement.

Our obligations under the 2024 Term Loan A agreement are unsecured.

Revolving Credit Facility

In 2021, we terminated our existing undrawn credit facility and entered into a new five -year unsecured Revolving Credit Facility.

Under the Revolving Credit Facility, we can draw up to $ 2.50 billion which would generally bear interest at a rate equal to LIBOR plus 1.00 % to 1.75 %, depending on our corporate credit ratings.

The credit facility agreement provides for a transition to SOFR or other alternate benchmark rate upon the retirement of LIBOR in 2023.

As of August 31, 2023, no amounts were outstanding under the Revolving Credit Facility and $ 2.50 billion was available to us.

Under the Revolving Credit Facility, borrowings would generally bear interest at a rate equal to adjusted term SOFR plus 1.00 % to 1.75 %, depending on our corporate credit ratings.

Adjusted term SOFR for the Revolving Credit Facility agreement is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.11 % to 0.43 % depending on the applicable interest period selected.

Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid without penalty.

As of September 1, 2022, no amounts were outstanding under the Revolving Credit Facility and $ 2.50 billion was available to us.

Under the terms of the Revolving Credit Facility, we must maintain a leverage ratio, calculated as of the last day of each fiscal quarter, of total indebtedness to adjusted EBITDA not to exceed 3.25 to 1.00.

The Revolving Credit Facility contains other covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease, or otherwise dispose of all or substantially all of our assets, to another entity.

These covenants are subject to a number of limitations, exceptions, and qualifications.

2024 Term Loans

In 2021, we drew $ 1.19 billion under an unsecured 2024 Term Loan A and used the proceeds to repay the $ 1.19 billion Extinguished 2024 Term Loan A.

The 2024 Term Loan A bears interest at a rate equal to LIBOR plus 0.625 % to 1.375 % based on our current corporate credit ratings.

The term loan agreement provides for a transition to SOFR or other alternate benchmark rate upon the retirement of LIBOR in 2023.

The principal amount is due October 2024 and may be prepaid without penalty.

The 2024 Term Loan A contains the same leverage ratio and substantially the same other covenants as the Revolving Credit Facility.

69 | 2022 10-K

Debt Activity

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

Increase (Decrease) in Principal Increase (Decrease) in Carrying Value Increase (Decrease) in Cash Gain (Loss)

2032 Green Bonds $ 1,000 $ 994 $ 994 $ —

2041 Notes 500 496 496 —

2051 Notes 500 496 496 —

2023 Notes ( 1,250 ) ( 1,247 ) ( 1,281 ) ( 34 )

2024 Notes ( 600 ) ( 598 ) ( 647 ) ( 49 )

$ 150 $ 141 $ 58 $ ( 83 )

In 2021, substantially all holders of our 2032D Notes converted their notes.

We settled these conversions and all remaining 2032D Notes with $ 185 million in cash and 11.1 million shares of our stock, which approximated the carrying value of debt and equity for those notes.

In 2020, we recognized aggregate non-operating gains of $ 40 million in connection with debt prepayments and conversions of $ 3.77 billion of principal amount of notes (carrying value of $ 3.90 billion) for an aggregate of $ 3.92 billion in cash.

The Revolving Credit Facility contains the same leverage ratio, as amended, and substantially the same other covenants as the Multi-Tranche Term Loan Agreement.

Maturities of Notes Payable

As of September 1, 2022, maturities of notes payable by fiscal year were as follows:

As of August 31, 2023, maturities of notes payable by fiscal year were as follows:

2029 and thereafter 6,450

Unamortized discounts ( 27 )

Unamortized issuance costs, discounts, and premium, net ( 35 )

Hedge accounting fair value adjustment ( 100 )

As of September 1, 2022, we had commitments of approximately $ 7.1 billion for purchase obligations, of which approximately $ 5.4 billion will be due within one year.

Purchase obligations include payments for the acquisition of property, plant, and equipment, and other goods or services of either a fixed or minimum quantity and exclude any payments for leases that have been executed but have not yet commenced.

As of August 31, 2023, we had noncancelable commitments with remaining contractual terms in excess of one year of approximately $ 6.7 billion for purchase obligations, of which approximately $ 1.2 billion will be due in 2024, $ 1.4 billion due in 2025, $ 1.0 billion due in 2026, $ 1.0 billion due in 2027, $ 700 million due in 2028, and $ 1.4 billion due in 2029 and thereafter.

Purchase obligations primarily include payments for goods or services with either a fixed or minimum quantity and price, which includes payments for the acquisition of property, plant, and equipment.

Payments for leases that have been executed but have not yet commenced are excluded.

In 2023, we entered into an 18 -year power purchase agreement in Singapore to purchase up to 450 megawatts of power at predominantly variable prices.

This contract is expected to supply the majority of our power consumption needs in Singapore with more favorable pricing than our previous supply arrangements.

73 | 2023 10-K

Contingencies

2 unchanged sentences

As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights.

On December 15, 2014, Innovative Memory Solutions, Inc.

filed a patent infringement action against Micron in the U.S.

District Court for the District of Delaware.

The complaint alleges that a variety of our NAND products infringe eight U.S.

patents and seeks damages, attorneys’ fees, and costs.

Subsequently, six patents were invalidated or withdrawn, leaving two asserted patents in the District Court.

On March 19, 2018, Micron Semiconductor (Xi’an) Co., Ltd.

25 unchanged sentences

We are complying with the ruling and have requested the Fuzhou Court to reconsider or stay its decision.

On May 4, 2020, Flash-Control, LLC filed a patent infringement action against Micron in the U.S.

District Court for the Western District of Texas.

The complaint alleges that four U.S.

patents are infringed by unspecified DDR4 SDRAM, NVRDIMM, NVDIMM, 3D XPoint, and/or SSD products that incorporate memory controllers and flash memory.

The complaint seeks damages, attorneys’ fees, and costs.

On July 21, 2020, in a separate matter, the District Court ruled that two of the four asserted patents are invalid, and on July 14, 2021, the U.S.

Court of Appeals for the Federal Circuit affirmed the ruling of invalidity.

71 | 2022 10-K

On April 28, 2021, Netlist, Inc.

8 unchanged sentences

On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor Germany, GmbH in Dusseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs.

The complaint seeks damages and costs.

On June 24, 2022, Netlist amended its complaint to also seek injunctive relief.

The complaint seeks damages, costs, and injunctive relief.

On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S.

2 unchanged sentences

patents are infringed by certain of our memory modules and HBM products.

The complaint seeks injunctive relief, damages, and attorneys’ fees.

On August 1, 2022, Netlist filed a second patent infringement complaint against Micron, MSP, and MTEC in E.D.

On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D.

alleging that one U.S.

2 unchanged sentences

patents are infringed by certain of our LRDIMMs.

The second complaint in E.D.

seeks injunctive relief, damages, and attorneys’ fees.

On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, MSP, and MTEC in the U.S.

District Court for the Western District of Texas.

The complaint alleges that four U.S.

patents are infringed by certain SSD products.

The complaint seeks injunctive relief, damages, attorneys’ fees, and costs.

On April 27, 2022, Bell Semiconductor, LLC (“Bell”) filed a patent infringement action against Micron in the U.S.

District Court for the District of Idaho.

The complaint alleges that one U.S.

patent is infringed by a certain SSD controller.

On April 28, 2022, Bell filed a complaint with the U.S.

International Trade Commission (“ITC”) alleging violations of Section 337 of the Tariff Act of 1930 based on alleged importation of articles and components that infringe the same U.S.

patent that Bell asserts in the complaint it filed in the District of Idaho.

At Bell’s request, the ITC investigation was terminated on August 30, 2022.

On August 26, 2022, Bell filed a second patent infringement complaint in the District of Idaho alleging that two U.S.

patents are infringed by a certain SSD controller.

On September 30, 2022, Bell filed a complaint against Micron in the U.S.

District Court for the District of Delaware alleging that six U.S.

patents are infringed by certain SSD, GDDR5, GDDR6, GDDR6X, and DDR3 SDRAM products.

On October 5, 2022, Bell filed a third complaint against Micron in the District of Idaho alleging that one U.S.

patent is infringed by Micron’s process for designing a NAND flash device included in certain Micron SSD products.

Each of Bell’s complaints in the District Courts seeks damages, injunctive relief, attorneys’ fees, and costs.

On October 6, 2022, Bell filed a complaint with the ITC alleging violations of Section 337 of the Tariff Act of 1930 based on alleged importation of certain SSDs that infringe two U.S.

patents also asserted by Bell in two of the lawsuits pending in the District of Idaho.

The complaint requests institution of an investigation and, after the investigation, issuance of a limited exclusion order and cease and desist orders prohibiting Micron from importing, selling, offering for sale, or marketing the accused products in the United States.

The complaints in E.D.

seek injunctive relief, damages, and attorneys’ fees.

On August 16, 2022, Sonrai Memory Ltd.

4 unchanged sentences

The complaint seeks damages, attorneys’ fees, and costs.

On January 23, 2023, Besang Inc.

filed a patent infringement complaint against Micron in the U.S.

District Court for the Eastern District of Texas.

The complaint alleges that one U.S.

patent is infringed by certain of our 3D NAND and SSD products.

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

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

2 unchanged sentences

(“Micron B.V.”), in the District Court of Munich, Civil Chamber.

The complaint seeks to void, under Section 133 of the German Insolvency Act, a share purchase agreement between Micron B.V.

The complaint sought to void, under Section 133 of the German Insolvency Act, a share purchase agreement between Micron B.V.

and Qimonda signed in fall 2008, pursuant to which Micron B.V.

purchased substantially all of Qimonda’s shares of Inotera (the “Inotera Shares”), representing approximately 18 % of Inotera’s outstanding shares at that time, and seeks an order requiring us to re-transfer those shares to the Qimonda estate.

The complaint also seeks, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement.

purchased substantially all of Qimonda’s shares of Inotera (the “Inotera Shares”), representing approximately 18 % of Inotera’s outstanding shares at that time, and sought an order requiring us to re-transfer those shares to the Qimonda estate.

The complaint also sought, among other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate, under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda entered into at the same time as the share purchase agreement.

Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March 13, 2014, the court issued judgments:

14 unchanged sentences

from ownership of the Inotera Shares.

The interlocutory judgments had no immediate, enforceable effect and Micron, accordingly, has been able to continue to operate with full control of the Inotera Shares subject to further developments in the case.

The interlocutory judgments had no immediate, enforceable effect and Micron, accordingly, was able to continue to operate with full control of the Inotera Shares subject to further developments in the case.

Micron and Micron B.V.

3 unchanged sentences

On October 5, 2022, the Appeals Court ruled that the relevant issue to be addressed is whether Qimonda's creditors were prejudiced such that the original transaction should be voided.

A hearing of the Appeals Court has been scheduled for December 2022.

75 | 2023 10-K

On May 9, 2023, Micron and Dr.

Jaffé reached an agreement to dismiss the case in exchange for a one-time payment by Micron to the Qimonda estate and a waiver of each party’s claims.

The agreement was formally entered by the Appeals Court in July 2023 and the case was dismissed.

Antitrust Matters

On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S.

District Court for the Northern District of California.

Subsequently, two substantially identical cases were filed in the same court.

The lawsuits purported to be on behalf of a nationwide class of indirect purchasers of DRAM products.

On October 28, 2019, the plaintiffs filed a consolidated, amended complaint that purported to be on behalf of a nationwide class of indirect purchasers of DRAM products.

The amended complaint asserted claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 to at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief.

On December 21, 2020, the District Court dismissed the plaintiffs’ claims and entered judgment against them.

The plaintiffs appealed to the U.S.

Court of Appeals for the Ninth Circuit.

On March 7, 2022, the Court of Appeals affirmed the District Court’s ruling dismissing plaintiffs’ claims, and subsequently denied the plaintiffs’ request for rehearing.

The plaintiffs did not further appeal the ruling of the Court of Appeals.

On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S.

District Court for the Northern District of California.

Subsequently, four substantially identical cases were filed in the same court.

On October 28, 2019, the plaintiffs filed a consolidated, amended complaint.

The consolidated complaint purported to be on behalf of a nationwide class of direct purchasers of DRAM products.

The consolidated complaint asserted claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1, 2016 through at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief.

On January 11, 2021, the plaintiffs filed a further amended complaint asserting substantially the same claims and seeking the same relief.

On September 3, 2021, the District Court granted Micron’s motion to dismiss the further amended complaint with prejudice.

On October 1, 2021, the plaintiffs filed a notice of appeal to the U.S.

Court of Appeals for the Ninth Circuit.

On June 29, 2022, the Court of Appeals granted a joint motion to dismiss the plaintiffs’ appeal.

Additionally, six cases have been filed in the following Canadian courts on the dates indicated:

Six cases have been filed against Micron alleging price fixing of DRAM products in the following Canadian courts on the dates indicated:

Superior Court of Quebec (April 30, 2018 and May 3, 2018), the Federal Court of Canada (May 2, 2018), the Ontario Superior Court of Justice (May 15, 2018), and the Supreme Court of British Columbia (May 10, 2018).

The plaintiffs in these cases are individuals seeking certification of class actions on behalf of direct and indirect purchasers of DRAM in Canada (or regions of Canada) between June 1, 2016 and February 1, 2018.

The substantive allegations in these cases are similar to those asserted in the cases filed in the United States.

On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it was investigating potential collusion and other anticompetitive conduct by DRAM suppliers in China.

1 unchanged sentence

We are cooperating with SAMR in its investigation.

73 | 2022 10-K

Securities Matters

On March 5, 2019, a derivative complaint was filed by a shareholder against certain current and former officers and directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S.

District Court for the District of Delaware alleging securities fraud, breaches of fiduciary duties, and other violations of law involving misrepresentations about purported anticompetitive behavior in the DRAM industry.

The complaint seeks damages, fees, interest, costs, and other appropriate relief.

On February 9, 2021, a derivative complaint was filed by a shareholder against Sanjay Mehrotra and other current and former directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S.

6 unchanged sentences

Contingency Assessment

We are unable to predict the outcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses.

We ar e unable to predict the outcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses.

A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes.

3 unchanged sentences

The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash.

We repurchased 35.4 million shares of our common stock for $ 2.43 billion in 2022 and 15.6 million shares for $ 1.20 billion in 2021.

Through September 1, 2022, we had repurchased an aggregate of $ 6.47 billion under the authorization.

We repurchased 8.6 million shares of our common stock for $ 425 million in 2023 and 35.4 million shares for $ 2.43 billion in 2022.

Through August 31, 2023, we had repurchased an aggregate of $ 6.89 billion under the authorization.

Amounts repurchased are included in treasury stock.

On September 29, 2022, we announced that our Board of Directors had declared a quarterly dividend of $ 0.115 per share, payable in cash on October 26, 2022 , to shareholders of record as of the close of business on October 11, 2022 .

In each quarter of 2023, we declared and paid dividends of $ 126 million ($ 0.115 per share).

On September 27, 2023, our Board of Directors declared a quarterly dividend of $ 0.115 per share, payable in cash on October 25, 2023 , to shareholders of record as of the close of business on October 10, 2023 .

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the year ended September 1, 2022 were as follows:

Changes in accumulated other comprehensive income (loss) by component for the year ended August 31, 2023 were as follows:

Gains (Losses) on Derivative Instruments Unrealized Gains (Losses) on Investments Pension Liability Adjustments Cumulative Foreign Currency Translation Adjustment Total

As of September 1, 2022 $ ( 538 ) $ ( 47 ) $ 25 $ — $ ( 560 )

Other comprehensive income before reclassifications ( 720 ) ( 63 ) 6 ( 1 ) ( 778 )

Amount reclassified out of accumulated other comprehensive income 53 1 ( 2 ) — 52

Other comprehensive income (loss) before reclassifications

19 18 17 ( 3 ) 51

Amount reclassified out of accumulated other comprehensive income (loss)

261 1 ( 2 ) — 260

( 46 ) ( 13 ) ( 4 ) — ( 63 )

Other comprehensive income (loss) 234 6 11 ( 3 ) 248

As of September 1, 2022 $ ( 538 ) $ ( 47 ) $ 25 $ — $ ( 560 )

As of August 31, 2023 $ ( 304 ) $ ( 41 ) $ 36 $ ( 3 ) $ ( 312 )

Fair Value Measurements

The estimated fair values and carrying values of our outstanding debt instruments were as follows:

As of August 31, 2023 As of September 1, 2022

Value Carrying

2 unchanged sentences

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.

Assets classified as held for sale are carried at the lower of estimated fair value or carrying value.

Significant judgments and assumptions are required to estimate their fair values.

Actual selling prices could vary significantly from our estimated fair value and we could recognize additional losses in the event that the sales prices of assets classified as held for sale are lower than their carrying values.

77 | 2023 10-K

2 unchanged sentences

Liabilities (2)

As of September 1, 2022

As of August 31, 2023

Derivative instruments with hedge accounting designation

16 unchanged sentences

2,821 7 ( 13 )

$ 8 $ ( 440 )

(1) Included in receivables and other noncurrent assets.

4 unchanged sentences

Forward and swap contracts are measured at fair value based on market-based observable inputs including market spot and forward rates, interest rates, and credit-risk spreads (Level 2).

We do not use derivative instruments for speculative purposes.

We recognized losses from cash flow hedges of $ 735 million and $ 52 million for 2022 and 2021, respectively, and gains of $ 51 million for 2020, in accumulated other comprehensive income.

We reclassified $ 53 million of losses and $ 41 million of gains in 2022 and 2021, respectively, from accumulated other comprehensive income to earnings, primarily to cost of goods sold.

The reclassifications were not significant in 2020.

As of September 1, 2022, we expect to reclassify $ 263 million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income into earnings in the next 12 months.

We recognized gains from cash flow hedges of $ 30 million for 2023, and losses of $ 735 million and $ 52 million for 2022 and 2021, respectively, in accumulated other comprehensive income (loss).

We recognized losses related to amounts excluded from hedge effectiveness testing on our cash flow hedges of $ 101 million in 2023 in cost of goods sold through an amortization approach.

The amounts recognized in 2022 and 2021 were not significant.

We reclassified losses of $ 261 million and $ 53 million in 2023 and 2022, respectively, and gains of $ 41 million in 2021, from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold.

As of August 31, 2023, we expect to reclassify $ 177 million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.

Fair Value Hedges :

3 unchanged sentences

When a derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, the remaining unamortized difference between the carrying value of the hedged item at that time and the face value of the hedged item is amortized to earnings over the remaining life of the hedged item, or immediately if the hedged item has matured or been extinguished.

We recognized interest expense of $ 96 million for changes in the fair value of our interest rate swaps in 2022.

We also recognized offsetting interest expense of the same amounts related to the changes in the fair value of the hedged portion of the underlying debt for these periods.

The amounts recognized for 2021 were not significant.

We recognized interest expense of $ 96 million for changes in the fair value of our interest rate swaps in 2022 and the impact to interest expense was not significant for 2023 or 2021.

We also recognized offsetting reductions in interest expense of the same amounts related to the changes in the fair value of the hedged portion of the underlying debt for these periods.

Derivative Instruments without Hedge Accounting Designation

7 unchanged sentences

The amounts recognized for derivative instruments without hedge accounting designation were not significant for the periods presented.

We do not use derivative instruments for speculative purposes.

Derivative Counterparty Credit Risk and Master Netting Arrangements

2 unchanged sentences

We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial institutions.

As of September 1, 2022 and September 2, 2021, amounts netted under our master netting arrangements were not significant.

As of September 1, 2022, 90 million shares of our common stock were available for future awards under our equity plans, including 18 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

As of August 31, 2023 and September 1, 2022, amounts netted under our master netting arrangements were not significant.

As of August 31, 2023, 95 million shares of our common stock were available for future awards under our equity plans, including 14 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)

As of September 1, 2022, there were 23 million shares of Restricted Stock Awards outstanding, 20 million of which contained only service conditions.

As of August 31, 2023, there were 29 million shares of Restricted Stock Awards outstanding, 26 million of which contained only service conditions.

For service-based Restricted Stock Awards granted through October 2021, restrictions generally lapse in one-fourth or one-third increments during each year of employment after the grant date.

For service-based Restricted Stock Awards granted beginning in November 2021, restrictions generally lapse on 25 % of the units granted after the first year and on 6.25 % each quarter thereafter over the remaining three years of employment.

For service-based Restricted Stock Awards granted beginning in November 2021, restrictions generally lapse on 25 % or 33 % of the units granted after the first year and on 6.25 % or 8.33 % each quarter thereafter over the remaining three or two years of employment.

Restrictions generally lapse on Restricted Stock with performance or market conditions as conditions are met over a 3 -year period.

7 unchanged sentences

Canceled ( 2 ) 58.00

Outstanding as of September 1, 2022 23 60.93

Outstanding as of August 31, 2023 29 59.11

79 | 2023 10-K

3 unchanged sentences

Aggregate vesting-date fair value of shares vested

$ 514 $ 498 $ 385

Employee Stock Purchase Plan (“ESPP”)

10 unchanged sentences

Expected dividend yield 0.7 % 0.6 % 0.3 %

Under the ESPP, employees purchased 4 million shares of common stock for $ 215 million in 2022, 3 million shares for $ 140 million in 2021, and 3 million shares for $ 118 million in 2020.

Under the ESPP, employees purchased 5 million, 4 million, and 3 million shares of common stock in 2023, 2022, and 2021, respectively, at a per share weighted average price of $ 51.93 , $ 58.52 , and $ 51.42 , respectively.

Stock Options

As of September 1, 2022, stock options of 3 million shares were outstanding, all of which were fully exercisable.

As of August 31, 2023, stock options of 2 million shares were outstanding, all of which were fully exercisable.

Stock options expire 8 years from the date of grant.

5 unchanged sentences

Stock-based compensation expense by caption

Cost of goods sold $ 193 $ 186 $ 139

Research and development $ 226 $ 175 $ 110

Cost of goods sold 201 193 186

Selling, general, and administrative 137 133 99

8 unchanged sentences

Income tax benefits for share-based awards were $ 68 million, $ 77 million, and $ 83 million for 2023, 2022, and 2021, respectively.

Stock-based compensation expense of $ 48 million and $ 30 million was capitalized and remained in inventory as of September 1, 2022 and September 2, 2021, respectively.

As of September 1, 2022, $ 1.02 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2026, resulting in a weighted-average period of 1.3 years.

Stock-based compensation expense of $ 88 million and $ 48 million was capitalized and remained in inventory as of August 31, 2023 and September 1, 2022, respectively.

As of August 31, 2023, $ 1.26 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2027, resulting in a weighted-average period of 1.3 years.

Employee Benefit Plans

9 unchanged sentences

We have pension plans available to employees at various foreign sites.

As of September 1, 2022, the projected benefit obligations of our plans were $ 186 million and plan assets were $ 221 million.

As of August 31, 2023, the projected benefit obligations of our plans were $ 175 million and plan assets were $ 232 million.

As of September 1, 2022, the projected benefit obligations of our plans were $ 186 million and plan assets were $ 221 million.

Pension expense was not material for 2023, 2022, or 2021.

Government Incentives

We receive incentives from governmental entities primarily in India, Japan, Singapore, Taiwan, and the United States principally in the form of cash grants and tax credits.

These incentives primarily relate to capital expenditures, have initial terms ranging from one year to 15 years, and may be subject to reimbursement if certain conditions are not met or maintained.

The conditions attached to these incentives require us to incur expenditures related to the construction of new manufacturing facilities, the purchase and installation of specialized tools and equipment, R&D expenditures, and/or maintain certain levels of fixed asset investment or employee headcount during the incentive terms.

The line items on the balance sheet affected by government incentives were as follows:

As of August 31,

Receivables $ 105

Other noncurrent assets 179

Other current liabilities 11

Noncurrent unearned government incentives 727

As of August 31, 2023, we had aggregate commitments from various governmental entities of up to $ 2 billion to be received through 2033 (in addition to the receivables and other noncurrent assets in the table above), subject to achievement of certain performance conditions.

We also receive a 25% investment tax credit on qualified investments in U.S.

semiconductor manufacturing under the CHIPS Act.

Subsequent to August 31, 2023, we finalized an incentive arrangement under which we will receive additional grants of up to $ 1.3 billion.

81 | 2023 10-K

Government incentives related to capital expenditures have reduced property, plant and equipment by $ 1.57 billion as of August 31, 2023, of which $ 584 million pertained to 2023 expenditures.

In 2023, operating income (loss) benefited by $ 318 million (approximately 93 % in COGS and 7 % in R&D) from government incentives recognized as a reduction of expense, primarily in the form of reduced depreciation expense.

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.

1 unchanged sentence

From time to time, we have contracts with initial terms that include performance obligations that extend beyond one year.

As of September 1, 2022, our future performance obligations beyond one year were not significant.

As of September 1, 2022 and September 2, 2021, other current liabilities included $ 1.26 billion and $ 846 million for estimates of consideration payable to customers, respectively, including estimates for pricing adjustments and returns.

As of August 31, 2023, our future performance obligations beyond one year were not significant.

As of August 31, 2023 and September 1, 2022, other current liabilities included $ 453 million and $ 1.26 billion, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.

In 2023, we received an aggregate of $ 228 million from settlements of insurance claims involving a power disruption in 2022 and an operational disruption in 2017, of which $ 186 million was for business interruption and recognized in revenue.

Revenue by Technology

2 unchanged sentences

NAND 4,206 7,811 7,007

Other (primarily 3D XPoint memory and NOR) 561 659 794

Other (primarily NOR)

$ 15,540 $ 30,758 $ 27,705

See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

79 | 2022 10-K

Restructure and Asset Impairments

For the year ended 2023 2022 2021

Restructure and asset impairments $ 48 $ 488 $ 60

Employee severance $ 163 $ — $ 3

Asset impairments and other asset-related costs 14 63 478

Other ( 6 ) ( 15 ) 7

$ 171 $ 48 $ 488

In 2023, we initiated the 2023 Restructure Plan in response to challenging industry conditions.

Under the 2023 Restructure Plan, we expect our headcount reduction to approach 15 % by the end of calendar 2023 through a combination of voluntary attrition and personnel reductions.

In connection with the plan, we incurred restructure charges of $ 171 million in 2023, primarily related to employee severance costs.

The plan was substantially completed in the third quarter of 2023.

As of August 31, 2023, we had paid $ 167 million in 2023 in connection with the 2023 Restructure Plan and the remaining liability was $ 4 million.

Restructure and asset impairments for 2022 and 2021 are primarily related to the sale of our Lehi, Utah facility.

See “Lehi, Utah Fab and 3D XPoint.” Restructure and asset impairments for 2020 primarily related to asset impairments and employee relocation and severance costs related to right-sizing our Lehi, Utah facility.

See “Lehi, Utah Fab and 3D XPoint.”

Other Operating (Income) Expense, Net

For the year ended 2023 2022 2021

Goodwill impairment

$ 101 $ — $ —

Litigation settlement 68 — —

Patent license charges — — 128

6 unchanged sentences

Gain (loss) on investments $ ( 8 ) $ 26 $ 82

Gain (loss) on debt prepayments, repurchases, and conversions ( 83 ) ( 1 ) 40

Loss on debt repurchases and conversions

— ( 83 ) ( 1 )

Other 15 19 —

2 unchanged sentences

For the year ended 2023 2022 2021

Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees

Income (loss) before income taxes and equity in net income (loss) of equity method investees

$ 235 $ 112 $ ( 211 )

9 unchanged sentences

Foreign 91 97 —

( 294 ) 19 ( 110 )

Income tax (provision) benefit $ ( 177 ) $ ( 888 ) $ ( 394 )

83 | 2023 10-K

The table below reconciles our tax (provision) benefit based on the U.S.

8 unchanged sentences

Research and development tax credits 43 0.8 % 66 ( 0.7 ) % 123 ( 2.0 ) %

Foreign derived intangible income deduction 41 ( 0.4 ) % 18 ( 0.3 ) % 67 ( 2.2 ) %

State taxes, net of federal benefit 37 0.7 % — — % 59 ( 0.9 ) %

4 unchanged sentences

These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds.

The effect of tax incentive arrangements reduced our tax provision by $ 1.12 billion (benefiting our diluted earnings per share by $ 1.00 ) for 2022, by $ 758 million ($ 0.66 per diluted share) for 2021, and by $ 215 million ($ 0.19 per diluted share) for 2020.

As of September 1, 2022, certain non-U.S.

As a result of a loss before taxes and geographic mix of income, the benefit from tax incentive arrangements was not material for 2023.

These arrangements reduced our tax provision by $ 1.12 billion (benefiting our diluted earnings per share by $ 1.00 ) for 2022 and by $ 758 million ($ 0.66 per diluted share) for 2021.

As of August 31, 2023, certain non-U.S.

subsidiaries had cumulative undistributed earnings of $ 4.28 billion that were deemed to be indefinitely reinvested.

1 unchanged sentence

Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.

81 | 2022 10-K

Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes as well as carryforwards.

Deferred tax assets and liabilities consist of the following:

As of 2022 2021

As of August 31,

2023 September 1,

Deferred tax assets

4 unchanged sentences

Property, plant, and equipment — 44

Other 142 115

Gross deferred tax assets 1,413 1,354

3 unchanged sentences

Right-of-use assets ( 115 ) ( 126 )

Product and process technology — ( 12 )

Property, plant, and equipment

Other ( 100 ) ( 68 )

5 unchanged sentences

We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not that existing deferred tax assets will be realized.

As of September 1, 2022, and September 2, 2021, we had a valuation allowance of $ 471 million and $ 233 million, respectively, against our net deferred tax assets, primarily related to carryforwards in U.S.

As of August 31, 2023, and September 1, 2022, we had a valuation allowance of $ 528 million and $ 471 million, respectively, against our net deferred tax assets, primarily related to carryforwards in U.S.

states and Malaysia.

Changes in 2023 in the valuation allowance were due to adjustments based on management's assessment of the realizability of tax credits, allowances and net operating losses based on a level that is more likely than not to be realized.

On March 16, 2022, the Idaho governor signed a new law that changed the way corporations calculate Idaho taxable income.

This new law is expected to reduce our Idaho taxable income, and consequently, we do not expect to utilize our tax credits in Idaho for the foreseeable future.

As a result, we recorded a valuation allowance against our Idaho deferred tax assets and an increase to tax expense of $ 189 million in 2022.

As of September 1, 2022, our net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were as follows:

Year of Expiration State Japan Malaysia Other Total

As of August 31, 2023, our net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were as follows:

Year of Expiration Singapore

2024 - 2028 $ — $ — $ 47 $ 336 $ 25 $ 408

4 unchanged sentences

$ 1,688 $ 1,025 $ 875 $ 657 $ 336 $ 4,581

As of September 1, 2022, our federal and state tax credit carryforward amounts and expiration periods, as reported to tax authorities, were as follows:

85 | 2023 10-K

As of August 31, 2023, our federal and state tax credit carryforward amounts and expiration periods, as reported to tax authorities, were as follows:

Year of Tax Credit Expiration U.S.

10 unchanged sentences

Increases related to tax positions from prior years 2 14 2

Increases related to prior year tax positions taken in current year

Increases related to tax positions taken in current year 17 80 260

1 unchanged sentence

Ending unrecognized tax benefits $ 744 $ 731 $ 660

As of September 1, 2022, gross unrecognized tax benefits were $ 731 million, which would have an impact of approximately $ 564 million on our effective tax rate in the future, if recognized.

As of August 31, 2023, gross unrecognized tax benefits were $ 744 million, which would have an impact of approximately $ 581 million on our effective tax rate in the future, if recognized.

Amounts accrued for interest and penalties related to uncertain tax positions were not significant for any period presented.

11 unchanged sentences

For the year ended 2023 2022 2021

Net income attributable to Micron – Basic

$ 8,687 $ 5,861 $ 2,687

Assumed conversion of debt — — ( 4 )

Net income attributable to Micron – Diluted $ 8,687 $ 5,861 $ 2,683

Net income (loss) – Basic and Diluted $ ( 5,833 ) $ 8,687 $ 5,861

Weighted-average common shares outstanding – Basic 1,093 1,112 1,120

1 unchanged sentence

Weighted-average common shares outstanding – Diluted 1,093 1,122 1,141

Earnings per share

Earnings (loss) per share

Basic $ ( 5.34 ) $ 7.81 $ 5.23

Diluted ( 5.34 ) 7.75 5.14

83 | 2022 10-K

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were as follows at the end of the periods shown:

5 unchanged sentences

Compute and Networking Business Unit (“CNBU”) :

Includes memory products sold into client, cloud server, enterprise, graphics, and networking markets.

Includes memory products and solutions sold into client, cloud server, enterprise, graphics, and networking markets.

Mobile Business Unit (“MBU”) :

1 unchanged sentence

Embedded Business Unit (“EBU”) :

Includes memory and storage products sold into automotive, industrial, and consumer markets.

Includes memory and storage products and solutions sold into automotive, industrial, and consumer markets.

Storage Business Unit (“SBU”) :

Includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage markets, and other discrete storage products sold in component and wafer form.

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

Certain operating expenses directly associated with the activities of a specific segment are charged to that segment.

1 unchanged sentence

We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments.

As of September 1, 2022 and September 2, 2021, CNBU, MBU, SBU, and EBU had goodwill of $ 832 million, $ 198 million, $ 101 million, and $ 97 million, respectively.

87 | 2023 10-K

For the year ended 2023 2022 2021

12 unchanged sentences

( 3,832 ) 10,281 7,667

Provision to write down inventories to net realizable value ( 1,831 ) — —

Lower costs from sale of inventory written down in prior periods 844 — —

Stock-based compensation ( 564 ) ( 501 ) ( 395 )

3 unchanged sentences

Restructure and asset impairments ( 171 ) ( 48 ) ( 488 )

Goodwill impairment

Litigation settlement ( 68 ) — —

Patent license charges — — ( 128 )

1 unchanged sentence

( 1,913 ) ( 579 ) ( 1,384 )

Operating income $ 9,702 $ 6,283 $ 3,003

Depreciation and amortization expense included in operating income was as follows:

Operating income (loss)

$ ( 5,745 ) $ 9,702 $ 6,283

Depreciation and amortization expense included in operating income (loss) was as follows:

For the year ended 2023 2022 2021

6 unchanged sentences

$ 7,756 $ 7,116 $ 6,214

85 | 2022 10-K

Certain Concentrations

1 unchanged sentence

For the year ended 2023 2022 2021

Automotive, industrial, and consumer 25 % 15 % 15 %

Mobile 25 % 25 % 25 %

2 unchanged sentences

SSDs and other storage 15 % 15 % 15 %

Automotive, industrial, and consumer 15 % 15 % 15 %

No customer accounted for 10% or more of total revenue in 2023.

Revenue from Kingston Technology Company, Inc.

was 12 % and 11 % of total revenue for 2022 and 2020, respectively.

Revenue from WPG Holdings Limited was 11 % and 13 % of total revenue in 2022 and 2021, respectively.

Sales to Kingston were primarily included in our CNBU and SBU segments;

and sales to WPG were primarily included in our MBU, CNBU, and EBU segments.

was 12 % of total revenue in 2022 and revenue from WPG Holdings Limited was 11 % and 13 % of total revenue in 2022 and 2021, respectively.

Sales to Kingston were primarily included in our CNBU and SBU segments and sales to WPG were primarily included in our MBU, CNBU, and EBU segments.

We generally have multiple sources of supply for our raw materials and production equipment;

7 unchanged sentences

We seek to mitigate such risk by limiting our counterparties to major financial institutions and through entering into master netting arrangements.

89 | 2023 10-K

Geographic Information

5 unchanged sentences

Japan 987 1,696 1,652

Hong Kong 1,665 2,582 1,792

Other Asia Pacific 752 1,223 1,420

Hong Kong 340 1,665 2,582

Other 96 147 261

$ 15,540 $ 30,758 $ 27,705

Long-lived assets by geographic area consisted of property, plant, and equipment and right-of-use assets and were as follows:

As of 2022 2021

Long-lived assets by geographic area consisted of property, plant, and equipment and operating lease right-of-use assets and were as follows:

As of August 31,

2023 September 1,

Taiwan $ 12,926 $ 13,143

6 unchanged sentences

$ 38,594 $ 39,227

(1) Included $ 899 million (net of impairment) as of September 2, 2021 of property, plant, and equipment for our Lehi facility that was classified as held for sale and presented in other current assets.

87 | 2022 10-K

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of Micron Technology, Inc.

and its subsidiaries (the “Company”) as of September 1, 2022 and September 2, 2021, and the related consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended September 1, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended September 1, 2022 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of September 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 1, 2022 and September 2, 2021 , and the results of its operations and its cash flows for each of the three years in the period ended September 1, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

and its subsidiaries (the “Company”) as of August 31, 2023 and September 1, 2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended August 31, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 31, 2023 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and September 1, 2022 , and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

13 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

91 | 2023 10-K

Definition and Limitations of Internal Control over Financial Reporting

8 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Inventories (Finished goods and Work in process)

As described in the Significant Accounting Policies and Inventories notes to the consolidated financial statements, as of September 1, 2022, the Company had a net inventory balance for finished goods and work in process inventory totaling approximately $5.9 billion.

As disclosed by management, determining the net realizable value of the Company's net inventories involves significant judgments, including projecting future average selling prices and future sales volumes.

The principal considerations for our determination that performing procedures relating to the valuation of finished goods and work in process inventories is a critical audit matter are the significant judgment by management in determining the net realizable value of inventories, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures over the reasonableness of the significant assumptions related to future average selling prices and future sales volumes, used to estimate the net realizable value of finished goods and work in process inventories.

Net Realizable Value of Finished Goods and Work in Process Inventories

As described in the Inventories note to the consolidated financial statements, as of August 31, 2023, the Company had net finished goods and work in process inventories totaling $7.7 billion.

As disclosed by management, determining the net realizable value of the Company's finished goods and work in process inventories involves significant judgments, including projecting future average selling prices, future sales volumes, and future cost per part.

The memory and storage industry environment deteriorated sharply in the fourth quarter of 2022 and throughout 2023 due to weak demand in many end markets combined with global and macroeconomic challenges and lower demand resulting from customer actions to reduce elevated inventory levels.

This led to significant reductions in average selling prices for both DRAM and NAND, resulting in declines in revenue across all of the Company’s business segments and nearly all end markets.

The Company recorded charges of $1.83 billion to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable value.

The principal considerations for our determination that performing procedures relating to the net realizable value of finished goods and work in process inventories is a critical audit matter are (i) the significant judgment by management in determining the net realizable value of finished goods and work in process inventories and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future average selling prices and future cost per part.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s estimate of the net realizable value of finished goods and work in process inventories, significant assumptions, and data used to value the inventories.

These procedures also included, among others, testing management's process for developing the net realizable value estimate of finished goods and work in process inventories;

evaluating the appropriateness of management’s estimated net realizable value methodology;

testing the completeness, accuracy, and relevance of underlying data used in the estimate of net realizable value of finished goods and work in process inventories;

and evaluating the reasonableness of management's assumptions related to future average selling prices and future sales volumes.

Evaluating management's assumptions related to future average selling prices and future sales volumes involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including recent sales, (ii) the consistency with external market, industry data and current contract prices, (iii) a comparison of the prior year estimates to actual results in the current year, and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit.

89 | 2022 10-K

These procedures included testing the effectiveness of controls relating to management’s determination of the net realizable value of finished goods and work in process inventories, including controls over significant assumptions and data utilized.

These procedures also included, among others (i) testing management's process for determining the net realizable value of finished goods and work in process inventories;

(ii) evaluating the appropriateness of management’s methodology;

(iii) testing the completeness and accuracy of underlying data used in determining the net realizable value;

and (iv) evaluating the reasonableness of management's significant assumptions related to future average selling prices and future cost per part.

Evaluating management's assumption related to future average selling prices for certain products involved evaluating whether the assumption used by management was reasonable considering (i) current and past results, including recent sales;

(ii) the consistency with external market, industry data or current contract prices;

(iii) a comparison of the prior year estimates to actual results in the current fiscal year;

and (iv) whether the assumption was consistent with evidence obtained in other areas of the audit.

Evaluating management's assumption related to future cost per part for certain products involved evaluating whether the assumption used by management was reasonable considering (i) current and past results;

(ii) a comparison of the prior year estimates to actual results in the current fiscal year;

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 1984.

93 | 2023 10-K

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data