Micron Technology (MU) 10-K risk factor changes: FY2022 vs FY2021

- our ability to develop and produce new and competitive memory and storage [removed: technologies, products,] [added: technologies] and [removed: markets;][added: products;]

- disruptions to our manufacturing [removed: operations] [added: process] from [added: operational issues,] natural [removed: disasters] [added: disasters,] or other events;

- breaches of our security systems or [added: products, or] those of our customers, suppliers, or business partners;

- [removed: future] acquisitions and/or alliances;

- [removed: customer] responsible sourcing requirements and related regulations; and

- a downturn in the worldwide [removed: economy.][added: economy;]

- legal proceedings and claims; [added: and]

- claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others or failure to obtain or renew license agreements covering such intellectual [removed: property; and][added: property.]

- compliance with laws, regulations, or industry [removed: standards.][added: standards, including ESG considerations.]

The [added: continued] effects of the COVID-19 pandemic could adversely affect our business, results of operations, and financial condition.

The [added: ongoing] effects of the public health crisis caused by the COVID-19 pandemic and the measures being taken to limit COVID-19’s [removed: spread] [added: impact on our business, results of operations, and financial condition] are uncertain and difficult to predict, but may include, and in some cases, have included and may continue to include:

[removed: ◦increased] [added: - Increased] costs for, or unavailability of, transportation, raw materials, components, electricity and/or other energy sources, or other inputs necessary for the operation of our business;

[removed: ◦reductions] [added: - Reductions] in, or cessation of operations at [removed: any site] [added: one] or [removed: in any jurisdiction] [added: more of our sites or those of our subcontractors or suppliers,] resulting from government restrictions [removed: on movement] and/or [removed: business operations or] our [added: own] measures to prevent and/or mitigate the spread of [removed: COVID-19 at one or more of our sites, such as we have experienced at some of our facilities from time to time since the start of the COVID-19 pandemic;][added: COVID-19; and]

These [removed: effects,] [added: effects and other impacts of the pandemic,] alone or taken together, could have a material adverse effect on our business, results of operations, or financial condition.

We have experienced significant volatility in our average selling [removed: prices, including dramatic declines as noted in the table below,] [added: prices] and may continue to experience such volatility in the future.

Our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes and product [removed: designs, including, but not limited to, process line-width, additional 3D memory layers, additional bits per cell (i.e., cell levels), architecture, number of mask layers, number of fabrication steps, and yield.][added: designs.]

[removed: In future periods, we] [added: Factors that] may [removed: be unable] [added: limit our ability] to reduce our per gigabit manufacturing costs at sufficient levels to maintain or improve gross [removed: margins.][added: margins include, but are not limited to:]

These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, [removed: declining selling prices, and changes in] supply [removed: agreements.][added: chain disruptions, and delays from equipment suppliers.]

Consequently, we may incur charges in connection with obsolete or excess [added: inventories or we may not fully recover our costs, which would reduce our gross margins.]

We face intense competition in the semiconductor memory and storage markets from a number of companies, including Intel; [added: Kioxia Holdings Corporation;] Samsung Electronics Co., Ltd.; SK hynix Inc.; [removed: Kioxia Holdings Corporation;] and Western Digital Corporation.

In particular, we face the threat of increasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated [removed: entities] [added: entities, such as YMTC and CXMT,] that is intended to advance China’s stated national policy objectives.

[removed: Some of our] [added: Our] competitors may use aggressive pricing to obtain market [removed: share or take business of our key customers.][added: share.]

We and our competitors generally seek to increase wafer [removed: capacity,] [added: output,] improve yields, and reduce die [removed: size in their product designs] [added: size,] which [removed: may] [added: could] result in significant increases in worldwide supply and downward pressure on prices.

Our future success depends on our ability to develop and produce [removed: competitive] new [added: and competitive] memory and storage [removed: technologies.][added: technologies and products.]

Our key semiconductor memory and storage [removed: products and] technologies face technological barriers to continue to meet long-term customer needs.

These barriers include potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, [removed: and] improving power consumption and [removed: reliability.][added: reliability, and delivering advanced features and higher performance.]

We may face technological barriers to continue to shrink our products at our current or historical rate, which has generally reduced [removed: per-unit] [added: per gigabit] cost.

- [removed: that] we will be successful in developing competitive new semiconductor memory and storage [removed: technologies;][added: technologies and products;]

- [removed: that] we will be able to successfully market these technologies; [removed: and]

- [removed: that] margins generated from sales of these products will allow us to recover costs of development [removed: efforts.][added: efforts;]

Unsuccessful efforts to develop new memory and storage technologies [added: and products] could have a material adverse effect on our business, results of operations, or financial condition.

A meaningful change in the inventory strategy of our [removed: customers, particularly those in China,] [added: customers] could impact our industry bit demand growth outlook.

The loss of, or restrictions on our ability to sell to, one or more of our major customers, [removed: such as occurred with our former customer, Huawei Technologies, Co. Ltd. (“Huawei”),] or any significant reduction in orders from, or a shift in product mix by, customers could have a material adverse effect on our business, results of operations, or financial condition.

We face geopolitical and other risks associated with our international [removed: sales and] operations that could materially adversely affect our business, results of operations, or financial condition.

In [removed: 2021, 56%] [added: 2022, nearly half] of our revenue was from sales to customers who have headquarters located outside the United [added: States, while over 80% of our revenue in 2022 was from products shipped to customer locations outside the United] States.

[removed: A] [added: In addition to our U.S. operations, a] substantial portion of our operations are conducted in Taiwan, Singapore, Japan, Malaysia, China, and India, and many of our customers, suppliers, and vendors also operate internationally.

[removed: For example,] [added: Any] political, economic, or other actions [removed: from China could impact Taiwan and its economy, and] may [added: also] adversely affect our [removed: operations in Taiwan, our customers,] [added: customers] and the technology industry supply [removed: chain.][added: chain, for which Taiwan is a central hub, and as a result, could have a material adverse impact on us.]

In addition, the U.S. government has in the past restricted American firms from selling products and software to certain of our customers and may in the future impose similar [removed: bans or other] restrictions on [removed: sales to] one or more of our significant customers.

Even when such restrictions are lifted, financial or other penalties or continuing export restrictions imposed with respect to our customers could have a continuing negative impact on our future revenue and results of operations, and we may not be able to recover any customers or market share we [removed: lose] [added: lose, or make such recoveries at acceptable average selling prices,] while complying with such restrictions.

Our international [removed: sales and] operations are subject to a [removed: variety] [added: number] of risks, including:

- realizing expected returns from capacity expansions;

- environmental, social, and governance considerations.

For DRAM, annual percentage changes in average selling prices have ranged from plus or minus approximately 35% since 2017.

For NAND, average selling prices have generally declined since 2017, with annual price declines ranging from approximately 10% to nearly 50%.

- strategic product diversification decisions affecting product mix;

- increasing complexity of manufacturing processes;

- difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels;

- process complexity including number of mask layers and fabrication steps;

- manufacturing yield;

- technological barriers;

- changes in process technologies;

- new products that may require relatively larger die sizes;

- start-up or other costs associated with capacity expansions; and

- higher costs of goods and services due to inflationary pressures or market conditions.

We have a broad portfolio of products to address our customers’ needs, which span multiple market segments and are subject to rapid technological changes.

Our manufacturing costs on a per gigabit basis vary across our portfolio as they are largely influenced by the technology node in which the solution was developed.

We strive to balance our demand and supply for each technology node, but the dynamics of our markets and our customers can create periods of imbalance, which can lead us to carry elevated inventory levels.

In addition, if we are unable to supply products that meet customer design and performance specifications, we may be required to sell such products at lower average selling prices, which may reduce our gross margins.

Our gross margins may also be impacted by shifts in product mix, driven by our strategy to optimize our portfolio to best respond to changing market dynamics.

23 | 2022 10-K

Downturns in the worldwide economy, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors, have harmed our business in the past and future downturns could also adversely affect our business.

We have invested and expect to continue to invest in new semiconductor product and system-level solution development.

In addition, our ability to successfully introduce new products often requires us to make product specification decisions multiple years in advance of when new products enter the market.

- we will accurately predict and design products that meet our customers' specifications; or

25 | 2022 10-K

- public health issues;

For example, political, economic, or other actions may adversely affect our operations in Taiwan.

A majority of our DRAM production output in 2022 was from our fabrication facilities in Taiwan and any loss of output could have a material adverse effect on us.

These factors could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into finished goods.

In addition, if any of our suppliers was to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not be able to obtain the needed supply in a timely way or at all from other providers.

27 | 2022 10-K

- Disruptions to our supply chain and our operations, or those of our suppliers, especially as a result of public health measures, including zero-COVID policies in China or elsewhere;

- Impacts to customer demand, resulting in industry oversupply and declines in pricing for our products;

- Adverse impacts to our business activities and increased costs from our efforts to mitigate the impact of COVID-19;

- Adverse impacts to our construction projects, which could hamper our ability to introduce new technologies, reduce costs, or meet customer demand.

Manufacturing system-level solutions, such as SSDs and managed NAND, typically results in higher per-unit manufacturing costs as compared to other products.

29 | 2022 10-K

This risk is exacerbated as competitors for talent, particularly engineering talent, increasingly attempt to hire our employees.

Through cyberattacks on technology infrastructure and systems, unauthorized parties may obtain access to computer systems, networks, and data, including cloud-based platforms.

The technology infrastructure and systems of our suppliers, vendors, service providers, cloud solution providers, and partners have in the past experienced, and may in the future experience, such attacks, which could impact our operations.

- allegations of anticompetitive conduct;

- risks associated with our former IMFT joint venture with Intel;

- alleged patent infringement complaints in Chinese courts.

- A decrease in short-term and/or long-term demand and/or pricing for our products and global economic volatility that could reduce demand and/or pricing for our products, resulting from the spread of COVID-19 and/or the actions taken by governments, businesses, and/or the general public in an effort to limit exposure to and the spread of COVID-19, such as travel restrictions, quarantines, and business shutdowns or slowdowns;

- Negative impacts to our operations, including:

◦reductions in production levels, R&D activities, product development, technology transitions, yield enhancement activities, and qualification activities with our customers, resulting from our efforts to mitigate the impact of COVID-19 through measures we have enacted at our locations around the world in an effort to protect our employees’ and contractors’ health and well-being, including working from home, limiting the number of meeting attendees, reducing the number of people in certain of our sites at any one time, quarantines of team members, contractors, or vendors who are at risk of contracting, or have contracted, COVID-19, and limiting employee travel;

◦increased costs resulting from our efforts to mitigate the impact of COVID-19 through physical-distancing measures, working from home, upgrades to our sites, COVID-19 testing and vaccination, enhanced cleaning measures, and the increased use of personal protective equipment at our sites;

◦increased costs, business disruptions, attrition, and/or reduced employee morale resulting from our mandate that all U.S. employees and, in addition, contractors that enter our U.S. buildings and certain other locations, be fully vaccinated against COVID-19, subject to disability and religious exemptions, by November 15, 2021, as a condition of working for us;

◦our inability to continue, or increased costs of, construction projects due to delays in obtaining materials, equipment, labor, engineering services, government permits, or any other essential aspect of projects, which could impact our ability to introduce new technologies, reduce costs, or meet customer demand; and

◦disruptions to our supply chain in connection with the sourcing and transportation of materials, components, equipment and engineering support, and services from or in geographic areas that have been impacted by COVID-19, by efforts to contain the spread of COVID-19, or by follow-on effects on the worldwide supply chain;

- Deterioration of worldwide credit and financial markets that could: limit our ability to obtain external financing to fund our operations and capital expenditures; result in losses on our holdings of cash and investments due to failures of financial institutions and other parties; or result in a higher rate of losses on our accounts receivable due to credit defaults.

While several COVID-19 vaccines have been approved and are available for use in the United States and certain other countries, we are unable to predict how widely utilized the vaccines ultimately will be, whether they will be effective in preventing the symptoms and spread of COVID-19 (including its variant strains), and when or if normal economic activity and business operations will resume.

The continuation of the pandemic or expanded or recurring outbreaks could exacerbate the adverse impact of such measures.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | DRAM | | | NAND | | |

| | | | (percentage change in average selling prices) | | | | | |

| | | | | | | | | |

| 2021 from 2020 | | | 8 | | % | (12) | | % |

| 2020 from 2019 | | | (34) | | % | (9) | | % |

| 2019 from 2018 | | | (30) | | % | (47) | | % |

| 2018 from 2017 | | | 36 | | % | (13) | | % |

| 2017 from 2016 | | | 18 | | % | (10) | | % |

Factors that may limit our ability to maintain or reduce costs include, but are not limited to, strategic product diversification decisions affecting product mix, the increasing complexity of manufacturing processes, difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels, process complexity including number of mask layers and fabrication steps, manufacturing yield, technological barriers, changes in process technologies, new products that may require relatively larger die sizes, and start-up or other costs associated with capacity expansion.

In addition, per gigabit manufacturing costs may also be affected by a broader product portfolio, which may have smaller production quantities and shorter product lifecycles.

Our business and the markets we serve are subject to rapid technological changes and material fluctuations in demand based on end-user preferences.

As a result, we may have work in process or finished goods inventories that could become obsolete or in amounts that are in excess of our customers’ demand.

inventories.

- that we will be able to cost-effectively manufacture new products;

We develop and produce advanced memory and storage technologies and there can be no assurance that our efforts to develop and market new product technologies will be successful.

We ship our products to the locations specified by our customers.

Customers with global supply chains and operations may request we deliver products to countries where they own or operate production facilities or to countries where they utilize third-party subcontractors or warehouses.

As a result, 89% of our revenue in 2021 was from products shipped to customer locations outside the United States.

Our operations, and the global supply chain of the technology industry, are subject to a number of risks, including the effects of actions and policies of various governments across our global operations and supply chain.

- public health issues (for example, an outbreak of a contagious disease such as COVID-19, Severe Acute Respiratory Syndrome (“SARS-CoV”), avian and swine influenza, measles, or Ebola);

As mentioned in the preceding paragraph, we are currently experiencing constraints within our supply chain for certain IC components.

Lead times for the supply of materials have been extended in the past.

Similarly, if our customers experience disruptions

For example, currently, some PC customers are adjusting their memory and storage purchases due to shortages of non-memory components that are needed to complete PC builds.

For example, recently several automotive manufacturers have experienced shortages of non-memory semiconductor-based components from other suppliers, forcing a curtailment of production lines.

*This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended September [removed: 2, 2021.][added: 1, 2022.]

Fiscal [added: 2022 and] 2021 contained 52 [removed: weeks,] [added: weeks and] fiscal 2020 contained 53 [removed: weeks, and fiscal 2019 contained 52] weeks.

| For the year ended | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Revenue | | | $ | [removed: 27,705] [added: 30,758] | | 100 | | % | $ | [removed: 21,435] [added: 27,705] | | 100 | | % | $ | [removed: 23,406] [added: 21,435] | | 100 | | % |

| Cost of goods sold | | | [removed: 17,282] [added: 16,860] | | | [removed: 62] [added: 55] | | % | [removed: 14,883] [added: 17,282] | | | [removed: 69] [added: 62] | | % | [removed: 12,704] [added: 14,883] | | | [removed: 54] [added: 69] | | % |

| Gross margin | | | [removed: 10,423] [added: 13,898] | | | [removed: 38] [added: 45] | | % | [removed: 6,552] [added: 10,423] | | | [removed: 31] [added: 38] | | % | [removed: 10,702] [added: 6,552] | | | [removed: 46] [added: 31] | | % |

| Research and development | | | [removed: 2,663] [added: 3,116] | | | 10 | | % | [removed: 2,600] [added: 2,663] | | | [removed: 12] [added: 10] | | % | [removed: 2,441] [added: 2,600] | | | [removed: 10] [added: 12] | | % |

| Selling, general, and administrative | | | [removed: 894] [added: 1,066] | | | 3 | | % | [removed: 881] [added: 894] | | | [removed: 4] [added: 3] | | % | [removed: 836] [added: 881] | | | 4 | | % |

| Restructure and asset impairments | | | [removed: 488] [added: 48] | | | [removed: 2] [added: —] | | % | [removed: 60] [added: 488] | | | [removed: —] [added: 2] | | % | [removed: (29)] [added: 60] | | | — | | % |

| Other operating (income) expense, net | | | [removed: 95] [added: (34)] | | | — | | % | [removed: 8] [added: 95] | | | — | | % | [removed: 78] [added: 8] | | | — | | % |

| Operating income | | | [removed: 6,283] [added: 9,702] | | | [removed: 23] [added: 32] | | % | [removed: 3,003] [added: 6,283] | | | [removed: 14] [added: 23] | | % | [removed: 7,376] [added: 3,003] | | | [removed: 32] [added: 14] | | % |

| Interest income (expense), net | | | [removed: (146)] [added: (93)] | | | [removed: (1)] [added: —] | | % | [removed: (80)] [added: (146)] | | | [removed: —] [added: (1)] | | % | [removed: 77] [added: (80)] | | | — | | % |

| Other non-operating income (expense), net | | | [removed: 81] [added: (38)] | | | — | | % | [removed: 60] [added: 81] | | | — | | % | [removed: (405)] [added: 60] | | | [removed: (2)] [added: —] | | % |

| Income tax (provision) benefit | | | [removed: (394)] [added: (888)] | | | [removed: (1)] [added: (3)] | | % | [removed: (280)] [added: (394)] | | | (1) | | % | [removed: (693)] [added: (280)] | | | [removed: (3)] [added: (1)] | | % |

| Equity in net income (loss) of equity method investees | | | [removed: 37] [added: 4] | | | — | | % | [removed: 7] [added: 37] | | | — | | % | [removed: 3] [added: 7] | | | — | | % |

| Net income attributable to noncontrolling interests | | | — | | | — | | % | [removed: (23)] [added: —] | | | — | | % | [removed: (45)] [added: (23)] | | | — | | % |

| Net income attributable to Micron | | | $ | [removed: 5,861] [added: 8,687] | | [removed: 21] [added: 28] | | % | $ | [removed: 2,687] [added: 5,861] | | [removed: 13] [added: 21] | | % | $ | [removed: 6,313] [added: 2,687] | | [removed: 27] [added: 13] | | % |

[removed: Total Revenue:] Total revenue for 2021 increased 29% as compared to 2020 primarily due to increases in [added: sales of both] DRAM and NAND [removed: sales.][added: products.]

[added: - Sales of DRAM products increased 38% primarily due to growth in] bit shipments in the high-20% range and a high single-digit percent increase in average selling prices.

[added: -] Sales of NAND products [removed: for 2021] increased 14% [removed: as compared to 2020] primarily due to increases in bit shipments in the high-20% range, partially offset by a [removed: low-10% range] decline in average selling [removed: prices.][added: prices of slightly over 10%.]

[added: -] Sales of NAND products [removed: for 2020] increased [removed: 14% as compared to 2019] [added: 11%] primarily due to [removed: increases] [added: a high-single-digit percent increase] in bit shipments [removed: in the mid-20% range driven by sales of SSDs to data center customers] and [removed: sales of managed NAND products, partially offset by] a [removed: high-single-digit] [added: low-single-digit] percent [removed: decline] [added: increase] in average selling prices.

[removed: Overall Gross Margin:] Our [removed: overall] [added: consolidated] gross margin percentage increased to 38% for 2021 from 31% for 2020, primarily due to the increases in DRAM average selling prices and cost reductions resulting from strong execution in delivering products featuring advanced technologies, partially offset by [removed: the] declines in NAND average selling prices.

Our gross margins included the impact of underutilization costs at MTU of $335 million for [removed: 2021, $557 million for 2020,] [added: 2021] and [removed: $384] [added: $557] million for [removed: 2019.][added: 2020.]

Underutilization costs at MTU declined in 2021 primarily due to the plan to sell MTU’s Lehi facility and classification of assets as held for sale at the end of the second quarter of 2021, which resulted in the cessation of depreciation on those [removed: assets (See “Item 8.][added: assets.]

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Lehi, Utah Fab and 3D [removed: XPoint”).][added: XPoint.”]

| For the year ended | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| CNBU | | | $ | [removed: 12,280] [added: 13,693] | | [removed: 44] [added: 45] | | % | $ | [removed: 9,184] [added: 12,280] | | [removed: 43] [added: 44] | | % | $ | [removed: 9,968] [added: 9,184] | | 43 | | % |

| MBU | | | [removed: 7,203] [added: 7,260] | | | [removed: 26] [added: 24] | | % | [removed: 5,702] [added: 7,203] | | | [removed: 27] [added: 26] | | % | [removed: 6,403] [added: 5,702] | | | 27 | | % |

| SBU | | | [removed: 3,973] [added: 4,553] | | | [removed: 14] [added: 15] | | % | [removed: 3,765] [added: 3,973] | | | [removed: 18] [added: 14] | | % | [removed: 3,826] [added: 3,765] | | | [removed: 16] [added: 18] | | % |

| EBU | | | [removed: 4,209] [added: 5,235] | | | [removed: 15] [added: 17] | | % | [removed: 2,759] [added: 4,209] | | | [removed: 13] [added: 15] | | % | [removed: 3,137] [added: 2,759] | | | 13 | | % |

| All Other | | | [removed: 40] [added: 17] | | | — | | % | [removed: 25] [added: 40] | | | — | | % | [removed: 72] [added: 25] | | | — | | % |

| | | | $ | [removed: 27,705] [added: 30,758] | | | | | $ | [removed: 21,435] [added: 27,705] | | | | | $ | [removed: 23,406] [added: 21,435] | | | | |

Changes in revenue for each business unit for [removed: 2020] [added: 2022] as compared to [removed: 2019] [added: 2021] were as follows:

| For the year ended | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| CNBU | | | $ | [removed: 4,295] [added: 5,844] | | [removed: 35] [added: 43] | | % | $ | [removed: 2,010] [added: 4,295] | | [removed: 22] [added: 35] | | % | $ | [removed: 4,645] [added: 2,010] | | [removed: 47] [added: 22] | | % |

| MBU | | | [removed: 2,173] [added: 2,160] | | | 30 | | % | [removed: 1,074] [added: 2,173] | | | [removed: 19] [added: 30] | | % | [removed: 2,606] [added: 1,074] | | | [removed: 41] [added: 19] | | % |

| SBU | | | [removed: 173] [added: 513] | | | [removed: 4] [added: 11] | | % | [removed: 36] [added: 173] | | | [removed: 1] [added: 4] | | % | [removed: (386)] [added: 36] | | | [removed: (10)] [added: 1] | | % |

| EBU | | | [removed: 1,006] [added: 1,752] | | | [removed: 24] [added: 33] | | % | [removed: 301] [added: 1,006] | | | [removed: 11] [added: 24] | | % | [removed: 923] [added: 301] | | | [removed: 29] [added: 11] | | % |

| All Other | | | [removed: 20] [added: 12] | | | [removed: 50] [added: 71] | | % | [removed: (2)] [added: 20] | | | [removed: (8)] [added: 50] | | % | [removed: 13] [added: (2)] | | | [removed: 18] [added: (8)] | | % |

| | | | $ | [removed: 7,667] [added: 10,281] | | | | | $ | [removed: 3,419] [added: 7,667] | | | | | $ | [removed: 7,801] [added: 3,419] | | | | |

43 | 2022 10-K

Total Revenue: Total revenue for 2022 increased 11% as compared to 2021 primarily due to increases in sales of both DRAM and NAND products.

- Sales of DRAM products increased 12% primarily due to increases in bit shipments of slightly over 10%.

In the fourth quarter of 2022, the memory and storage industry environment deteriorated sharply due to global and macroeconomic challenges combined with downward inventory adjustments by customers, leading to significant reductions in bit shipments and average selling prices for both DRAM and NAND resulting in a 23% decline in revenue as compared to the third quarter of 2022.

For the first quarter of 2023, continuation of these challenging conditions and inventory adjustments by customers have resulted in further reductions in near-term demand for both DRAM and NAND and we expect bit shipments and pricing to decline as compared to the fourth quarter of 2022.

Consolidated Gross Margin: Our consolidated gross margin percentage increased to 45% for 2022 from 38% for 2021, as a result of improvements in margins for both DRAM and NAND products, primarily due to reductions in manufacturing costs.

Manufacturing cost reductions were driven by strong execution in ramping our 1α DRAM and 176-layer NAND technology nodes.

Our consolidated gross margin percentage declined to 39% in the fourth quarter of 2022 from 47% in the third quarter of 2022 and we expect that in the first quarter of 2023 the percentage will decline further due to decreases in average selling prices as a result of the challenging industry environment for memory and storage products.

To address our elevated inventory levels and reduce supply growth, in the first quarter of 2023, we are selectively reducing facility utilization in both DRAM and NAND.

We also expect that inflationary pressure will continue to be a headwind to costs in the first quarter of 2023.

- CNBU revenue increased 12% primarily due to increases in bit shipments to cloud, enterprise, and networking markets.

- MBU revenue was relatively unchanged as both DRAM and NAND revenue was relatively flat.

- EBU revenue increased 24% primarily due to strong demand growth in industrial and automotive markets.

- SBU revenue increased 15% primarily due to higher average selling prices and increases in shipments of SSD products.

- CNBU operating income increased primarily due to higher bit shipments and manufacturing cost reductions.

- MBU operating income was relatively unchanged as slight increases in gross margins were offset by higher operating expenses.

- EBU operating income increased primarily due to manufacturing cost reductions from an increasing mix of leading-edge bits, higher bit shipments, and improved DRAM pricing in industrial and consumer markets, partially offset by higher R&D expenses.

45 | 2022 10-K

R&D expenses for 2022 increased 17% as compared to 2021 primarily due to higher employee compensation from increases in headcount, higher volumes of development and prequalification wafers, and higher depreciation expense.

Restructure and Asset Impairments: In the first quarter of 2022, we sold our Lehi, Utah facility to TI.

Interest Income (Expense): Net interest expense for 2022 decreased by $53 million as compared to 2021 primarily due to an increase of $59 million in interest income as a result of increases in interest rates on our cash and investments.

Our effective tax rate increased in 2022 as compared to 2021 primarily due to the geographic mix of our earnings and a valuation allowance recorded against our Idaho deferred tax assets of $189 million, partially offset by tax impacts of changes in foreign currency exchange rates.

Beginning in 2023, provisions in the Tax Cuts and Jobs Act of 2017 will require us to capitalize and amortize R&D expenditures rather than deducting the costs as incurred.

Unless the effective date is deferred or the law is repealed, we expect an increase to our effective tax rate for several years.

In addition, the mix of our income, together with U.S. and foreign tax rules, results in taxes becoming more fixed at lower profitability levels.

As a result of these factors, we estimate tax expense of at least $300 million for 2023.

Beyond this level, our actual tax expense will depend on the level of operating income through the year.

Beginning in 2024, the Inflation Reduction Act of 2022 imposes a 15% book minimum tax on corporations with three-year average annual adjusted financial statement income exceeding $1 billion.

We are in the process of assessing whether the book minimum tax would impact our effective tax rate.

Various tax reforms are being considered in multiple jurisdictions that, if enacted, contain provisions that could increase our tax expense.

We continue to monitor the potential impact of these various tax reform proposals to our overall global effective tax rate and financial statements.

Other: Further information can be found in “Item 8.

Funding of certain significant capital projects is also dependent on the receipt of government incentives, which are subject to conditions and may not be obtained.

We estimate capital expenditures in 2023 for property, plant, and equipment, net of partner contributions, to be around $8 billion.

47 | 2022 10-K

To support expected memory demand in the second half of the decade, we will need to add new DRAM wafer capacity.

Following the enactment of the CHIPS Act in 2022, we announced plans to invest in two leading-edge memory manufacturing fabs in the United States, contingent on CHIPS Act support through grants and investment tax credits.

As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho.

Construction of the fab is expected to begin in calendar 2023 with DRAM production targeted to start in calendar 2025.

In addition, in October 2022, we announced plans to build a second leading-edge DRAM manufacturing fab in Clay, New York.

Sales of DRAM products for 2021 increased 38% as compared to 2020 primarily due to growth in

In the first quarter of 2022, we expect that our bit shipments may be adversely impacted as some customers are adjusting their memory and storage purchases due to shortages of non-memory components and due to constraints within our supply chain for certain IC components.

Total revenue for 2020 decreased 8% as compared to 2019 primarily due to a decline in DRAM sales partially offset by an increase in NAND sales.

Sales of DRAM products for 2020 decreased 14% as compared to 2019 as average selling prices declined in the mid-30% range due to challenging market conditions, partially offset by growth in bit shipments in the low-30% range driven by cloud server, enterprise server, and mobile markets.

Our overall gross margin percentage decreased to 31% for 2020 from 46% for 2019, primarily due to declines in average selling prices, partially offset by the effect of decreases in non-cash depreciation expense from the revision in estimated useful lives of equipment in our NAND wafer fabrication facilities, cost reductions resulting from strong execution in delivering products featuring advanced technologies, and continuous improvement initiatives to reduce production costs.

Based on our assessment of planned technology node transitions, capital spending, and re-use rates, we revised the estimated useful lives of the existing equipment in our NAND wafer fabrication facilities and our research and development facilities from five years to seven years as of the beginning of the first quarter of 2020.

The revision in estimated useful lives reduced NAND manufacturing depreciation expense and benefited cost of goods sold by approximately $400 million for 2020.

- CNBU revenue decreased 8% primarily due to DRAM price declines driven by imbalances in supply and demand, partially offset by bit sales growth across key markets, particularly in the cloud server and graphics markets.

In addition, in the second quarter of 2020, we determined that the 3D XPoint technology and product roadmap were more closely aligned with our CNBU strategy than our SBU strategy and 3D XPoint became an integral part of CNBU.

Accordingly, we began to report all 3D XPoint activities within CNBU from that date.

- MBU revenue decreased 11% primarily due to price declines, partially offset by bit sales growth for high-value mobile MCP products.

- SBU revenue decreased 2% primarily due to the decline in 3D XPoint revenue in SBU after the first quarter of 2020 as noted above and NAND selling price declines, partially offset by bit sales growth for SSDs.

SBU revenue included products manufactured and sold to Intel under a long-term supply agreement at prices approximating cost, which included 3D XPoint memory and NAND, aggregating $124 million for 2020 and $682 million for 2019.

- EBU revenue decreased 12% primarily due to price declines resulting from the impact of the global COVID-19 pandemic on automotive, industrial, and consumer segments partially offset by bit sales growth from transitions to an increasing mix of high-density DRAM and NAND products.

- CNBU operating income decreased primarily due to declines in DRAM pricing and MTU underutilization costs in 2020 related to 3D XPoint.

- MBU operating income decreased primarily due to declines in low-power DRAM and NAND pricing, partially offset by increases in sales of high-value MCP products and manufacturing cost reductions.

- EBU operating income decreased as a result of declines in pricing, partially offset by increases in sales volumes to the automotive and industrial markets.

R&D expenses for 2020 were 7% higher as compared to 2019 primarily due to increases in volumes of development and pre-qualification wafers, a reduction of R&D reimbursements from our partners, increases in employee compensation, and increases in subcontractor expense, partially offset by lower depreciation expense from the revision of the estimated useful lives of equipment.

Restructure and Asset Impairments: In 2021, we ceased development of 3D XPoint technology and classified our Lehi facility assets as held for sale.

Other Operating and Non-Operating Income (Expense): See “Item 8.

Net interest expense for 2020 was $80 million, as compared to $77 million of net interest income for 2019 (a change of $157 million), primarily due to (1) a $91 million decrease in interest income as a result of decreases in interest rates, partially offset by higher average levels of cash and investment balances and (2) a $66 million increase in interest expense primarily due to an increase in our average debt outstanding and a reduction in the amount of interest expense capitalized in 2020.

Other changes to our effective tax rate in the periods presented were primarily due to the geographic mix of our earnings.

Our income tax provision decreased in 2020 as compared to 2019 primarily as a result of reductions in our profit before tax.

The effect of tax incentive

We expect to receive $900 million of proceeds from the sale of our Lehi facility to TI in the first quarter of 2022.

We estimate capital expenditures in 2022 for property, plant, and equipment, net of partner contributions, to be between $11 billion and $12 billion, and we expect the timing of our capital expenditures to be weighted more toward the first half of 2022.

Capital expenditures for 2022 are driven by our continued 176-layer NAND transition, pilot line enablement for next generation NAND and DRAM, and continued infrastructure and prepayments to support the introduction of EUV lithography.

Net cash used for investing activities also included $1.17 billion of net outflows from purchases, sales, and maturities of available-for-sale securities.

For 2019, net cash used for financing activities consisted primarily of $2.66 billion for the acquisition of 67 million shares of treasury stock under our share repurchase authorization and cash payments to reduce our debt, including $1.65 billion to settle conversions of notes, $728 million to prepay the 2022 Term Loan B, $316 million for repayments of IMFT’s debt obligations to Intel, and $643 million for scheduled repayment of other notes and capital leases.

costing from average cost to FIFO.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Adopted Accounting Standards.”

As of September [removed: 2, 2021] [added: 1, 2022] and September [removed: 3, 2020,] [added: 2, 2021,] we had fixed-rate debt [added: with an aggregate carrying value] of [removed: $3.9] [added: $4.03] billion and [removed: $4.9] [added: $3.89] billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.

We estimate that, as of September [removed: 2, 2021] [added: 1, 2022] and September [removed: 3, 2020,] [added: 2, 2021,] a [added: hypothetical 1%] decrease in market interest rates [removed: of 1%] would increase the fair value of our fixed-rate debt by approximately [removed: $200] [added: $275] million and [removed: $300] [added: $200] million, respectively.

[removed: As of September 2, 2021, we had variable-rate debt of $2.09 billion and, therefore, a] [added: A hypothetical] 1% increase in the interest rates of [removed: our variable-rate] [added: this floating-rate] debt would result in an increase in annual interest expense of approximately $21 [removed: million.][added: million as of September 1, 2022 and September 2, 2021.]

Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a [added: hypothetical] 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately [removed: $122] [added: $186] million as of September [removed: 2, 2021] [added: 1, 2022] and [removed: $98] [added: $122] million as of September [removed: 3, 2020.][added: 2, 2021.]

[removed: (See] [added: See] “Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Derivative [removed: Instruments.”)][added: Instruments.”]

In 2022, we issued new debt and repaid other debt, which significantly increased the average remaining maturity of our fixed-rate debt resulting in increased variability of its fair value from interest rate changes.

Interest rate risk related to our investment portfolio is managed by primarily investing in shorter term securities.

As of September 1, 2022, a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio by approximately $30 million.

Such impact would only be realized if investments were sold prior to maturity.

As of September 1, 2022 and September 2, 2021, we had floating-rate debt and fixed-rate debt that is swapped to floating-rate debt with an aggregate principal amount of $2.09 billion.

As of September 3, 2020, we had variable-rate debt of $1.25 billion and, therefore, a 1% increase in the interest rates of our variable-rate debt would result in an increase in annual interest expense of approximately $13 million.

[removed: Micron Technology, Inc., including its consolidated subsidiaries, is] [added: We are] an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life *for all*.

We manufacture our products at wholly-owned facilities and also utilize subcontractors [removed: to perform] [added: for] certain manufacturing processes.

We make significant investments to develop proprietary product and process technology, which [removed: are implemented in our] [added: generally increases bit density per wafer and reduces per-bit] manufacturing [removed: facilities.][added: costs of each generation of product.]

We face intense competition in the semiconductor memory and storage markets and to remain competitive we must continuously develop and implement new products and technologies and decrease manufacturing [removed: costs.][added: costs in spite of ongoing inflationary cost pressures.]

Our success is largely dependent on obtaining returns on our [removed: research and development (“R&D”)] [added: R&D] investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and efficient capital spending.

Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in [removed: Lehi] [added: Lehi, Utah] that was dedicated to 3D XPoint production.

As a result, we classified the property, plant, and equipment as held for sale [added: as of the second quarter of 2021] and ceased depreciating the assets.

In [removed: the third quarter of] 2021, we recognized a charge of $435 million included in restructure and asset impairments [added: 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 [added: the expected consideration, net of estimated selling costs.]

[removed: In the second quarter of 2021, we] [added: We] also recognized a charge of $49 million to cost of goods sold [added: in 2021] to write down 3D XPoint inventory due to our decision to cease further development of this technology.

We [removed: are following government policies and recommendations designed to slow the spread of COVID-19 and] remain committed to the health and safety of our team members, contractors, suppliers, customers, distributors, and communities.

We cannot predict how the [added: pandemic or the] steps we, our team members, government entities, suppliers, or customers take in response [removed: to the COVID-19 pandemic] will ultimately impact our business, outlook, or results of operations.

Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performance semiconductor memory and storage technologies, including DRAM, NAND, [removed: NOR,] and [removed: other technologies.][added: NOR.]

We sell our products into various markets through our business units in numerous forms, including [removed: wafers,] components, modules, SSDs, managed NAND, [added: MCPs,] and [removed: MCP products.][added: wafers.]

CNBU reported revenue of [removed: $12.28] [added: $13.69] billion in [removed: 2021, $9.18] [added: 2022, $12.28] billion in [removed: 2020,] [added: 2021,] and [removed: $9.97] [added: $9.18] billion in [removed: 2019.][added: 2020.]

CNBU sales in [removed: 2021] [added: 2022] consisted primarily of DRAM products produced on 1x, 1y, [added: 1z,] and [removed: 1z] [added: 1α (1-alpha)] technology nodes.

[removed: *Client*:] [added: *Client:*] CNBU sales to the client market in [removed: 2021] [added: 2022] consisted primarily of [removed: DDR4] [added: DDR4, DDR5, LPDDR4,] and [removed: LPDDR4] [added: LPDDR5] DRAM products.

*Cloud [removed: Server*:] [added: Server:*] CNBU sales to the cloud market in [removed: 2021] [added: 2022] consisted primarily of our DDR4 DRAM products.

[removed: *Enterprise*:] [added: *Enterprise:*] CNBU sales to the enterprise market in [removed: 2021] [added: 2022] consisted primarily of our DDR4 [added: and DDR5] DRAM products.

In [removed: 2021,] [added: 2022,] we continued to make progress on our transition to DDR5, which [added: nearly] doubles bandwidth and reduces power consumption, and we are on track to support customers as they begin to introduce DDR5-enabled platforms in [removed: the second half of calendar year 2021.][added: 2023.]

[removed: *Graphics*:] [added: *Graphics:*] CNBU sales to the graphics market in [removed: 2021] [added: 2022] consisted primarily of GDDR6 graphics products.

The graphics market is driven by the need for [removed: high-performance, high-bandwidth,] [added: high-performance] and [removed: cost-effective memory] [added: HBM] solutions.

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

[removed: *Networking*:] [added: *Networking:*] CNBU sales to the networking market in [removed: 2021] [added: 2022] consisted primarily of DDR4 and DDR3 DRAM products.

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

MBU reported revenue of [removed: $7.20] [added: $7.26] billion in [removed: 2021, $5.70] [added: 2022, $7.20] billion in [removed: 2020,] [added: 2021,] and [removed: $6.40] [added: $5.70] billion in [removed: 2019.][added: 2020.]

[removed: *Smartphone*:] [added: *Smartphone:*] MBU sales to the smartphone market in [removed: 2021] [added: 2022] consisted primarily of LPDDR4, LPDDR5, and managed NAND solutions.

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

[removed: *Other*:] [added: *Other:*] MBU sales in [removed: 2021] [added: 2022] also included products sold into the feature and disposable phone markets, mobile PC, and tablet markets.

Sales primarily consisted of [removed: LPDDR4, uMCPs,] [added: LPDDR4] and [removed: eMCPs.][added: managed NAND solutions.]

SBU reported revenue of [removed: $3.97] [added: $4.55] billion in [removed: 2021, $3.77] [added: 2022, $3.97] billion in [removed: 2020,] [added: 2021,] and [removed: $3.83] [added: $3.77] billion in [removed: 2019.][added: 2020.]

[removed: *SSDs*:] [added: *SSDs:*] SSD storage products incorporate NAND, a controller, and firmware and offer significant performance and features over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, and lower power consumption.

*Enterprise and Cloud [removed: SSDs*:] [added: SSDs:*] SBU sales to the enterprise and cloud SSD markets in [removed: 2021] [added: 2022] consisted primarily of our [removed: 5210,] 5300, [removed: 7300,] [added: 7400,] and 9300 series SSDs.

Applications such as [removed: artificial intelligence] [added: machine learning] servers require fast access to data with low latency, predictable performance, and high storage capacities.

*Client [removed: SSDs*:] [added: SSDs:*] SBU sales to the client SSD market in [removed: 2021] [added: 2022] consisted primarily of our [removed: 2300] [added: 2450, 3400,] and 2210 series client SSDs.

*Consumer [removed: SSDs*:] [added: SSDs:*] SBU sales to the consumer SSD market in [removed: 2021] [added: 2022] consisted primarily of our Crucial-branded MX500 and BX500 SATA SSDs and our [removed: P1, P2, P5, and P5 Plus] [added: P2] PCIe [removed: SSDs,] [added: SSD,] which utilize our NAND QLC and TLC technologies.

We had record consumer SSD revenue in [removed: 2021,] [added: 2022,] assisted by the growth of our QLC SSDs, and we continued to transition our product line of consumer SSDs from SATA to NVMe.

In [removed: 2021,] [added: 2022,] we [removed: began shipping 176-layer NAND based consumer SSDs and] announced [removed: the] availability of [removed: our] [added: two new consumer storage products, the] Crucial [removed: P5] [added: P3] Plus [removed: PCIe SSDs] [added: Gen4 NVMe and Crucial P3 NVMe SSDs,] as an expansion of our [added: Crucial] NVMe SSD [removed: portfolio to offer high-performance internal Gen4 storage options to consumers.][added: product portfolio.]

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

*Components and [removed: Wafers*:] [added: Wafers:*] SBU sales of components in [removed: 2021] [added: 2022] consisted primarily of our [removed: 96-layer and] 176-layer [added: and 96-layer] TLC and QLC NAND products.

EBU reported revenue of [removed: $4.21] [added: $5.24] billion in [removed: 2021, $2.76] [added: 2022, $4.21] billion in [removed: 2020,] [added: 2021,] and [removed: $3.14] [added: $2.76] billion in [removed: 2019.][added: 2020.]

Our global network of manufacturing centers of excellence not only allows us to benefit from scale while streamlining processes and operations, but it also brings together some of the world’s brightest talent to work on the most advanced memory technology.

Centers of excellence bring expertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with teams such as research and development (“R&D”), product engineering, human resources, procurement and supply chain.

For our locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing together.

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.

7 | 2022 10-K

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

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

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

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

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

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

Our products sold to the client market support both commercial and consumer PC unit growth.

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

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

Cloud-native workloads are drivers of growth through use-cases like intelligent edge devices capable of AI and augmented reality that store and access data in the cloud or rely on the cloud for compute capability.

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

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

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

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

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

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

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

In 2022, demand was driven by 5G infrastructure deployments, data center networking growth, and increasing data transfer requirements across multiple industries.

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

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

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

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

9 | 2022 10-K

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

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

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

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

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

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

In 2022, we achieved record client SSD revenue.

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

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

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

Advancements in product and process technology generally increase the density per wafer and reduce manufacturing costs of each generation of product.

The introduction of 176-layer NAND and 1α (1-alpha) DRAM represent major technology breakthroughs for our company and the first time in our history that we have achieved industry leadership across these two flagship technologies.

In 2021, we introduced our industry leading 1α memory node, the world’s most advanced memory node in high-volume production.

This advancement has been realized across our standard compute DRAM and LPDRAM product lines.

We are shipping these products in volume, and we have partnered with customers to provide value-added innovation, speed market adoption of our new solutions, and prepare the ecosystem for broad adoption of our offerings across markets.

We also launched 176-layer NAND based solutions into the market in 2021.

Our managed NAND and SSD products incorporate NAND, a controller, firmware, and in some cases, DRAM.

An increasing portion of our SSDs incorporate proprietary controllers and firmware that we have developed.

Development of advanced technologies enables us to diversify our product portfolio toward a richer mix of differentiated, high-value solutions and to target high-growth markets and specific customer requirements across data center, intelligent edge, client, and mobile environments.

On June 30, 2021, we announced that we entered into a definitive agreement to sell our Lehi facility to TI for cash consideration of $900 million.

The sale is anticipated to close in the first quarter of 2022.

Select tools and other equipment will be retained for redeployment to our other manufacturing sites or for resale to other buyers.

the expected consideration, net of estimated selling costs, to be realized from the sale of these assets and liabilities.

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

Events surrounding the ongoing COVID-19 pandemic initially resulted in a reduction in economic activity across the globe, and the timing and extent of the ongoing economic recovery remains uncertain.

As a result, we have experienced volatility in the markets that our products are sold into, driven by the move to a stay-at-home economy and fluctuations in consumer and business spending, which has affected demand for certain of our products.

The ultimate extent to which COVID-19 will impact our business depends on future developments, which are highly uncertain and very difficult to predict, including the effectiveness and utilization of vaccines for COVID-19 and its variants, the severity of COVID-19 and its variants, and the effectiveness of the actions to contain or limit their spread.

From the start of the COVID-19 pandemic, we proactively implemented preventative protocols, which we continuously assess and update for changes in conditions and emerging trends.

These preventative protocols are intended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and to ensure business continuity.

Government restrictions or severe outbreaks can impact our operations at certain sites.

While all our global manufacturing sites are currently operating with close to full staff and at normal capacity levels, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on government mandates or our health and safety protocols.

We may be required, or deem it to be in the best interest of our employees, customers, partners, suppliers, and stakeholders, to alter our business operations in order to maintain a healthy and safe environment.

It is not clear what potential effects any such alterations or modifications may have on our business, including effects on our customers, employees, or on our financial results.

We continuously assess our efforts to respond to the COVID-19 pandemic, which have included the following:

- In locations experiencing continued community COVID-19 infections, we prohibit onsite visitors and are generally requiring team members to work from home where possible or practical.

Where work from home is not possible, all on-site team members must complete health questionnaires, pass through thermal scanning equipment to ensure they do not have an elevated body temperature, and adhere to physical distancing requirements, mask protocols, and team member separation protocols.

We have also enhanced our contact tracing, significantly decreased business travel, and where possible, made ventilation and other health and safety enhancements at our facilities, and provided COVID-19 testing and vaccinations for our team members.

- Following the U.S. Food and Drug Administration’s recent approval of the Pfizer-BioNTech COVID-19 vaccine, we mandated that all U.S. employees and, in addition, contractors that enter our U.S. buildings and certain other locations, be fully vaccinated against COVID-19, subject to disability and religious exemptions, by November 15, 2021.

- We continue to work closely with our customer base to best match our supply to changing market conditions.

- We evaluate our supply chain and communicate with our suppliers to identify supply gaps and have taken steps to provide continuity, to the extent possible, though we expect that constraints within our supply chain for certain IC components may somewhat limit our bit shipments in the near term.

In some cases, we have added alternative suppliers and increased our on-hand inventory of raw materials needed in our operations.

- We have added assembly and test capacity to provide redundant manufacturing capability through our network of captive operations and external partners.

- We have evaluated all our construction projects across our global manufacturing operations and enacted protocols to enhance the safety of our team members, suppliers, and contractors.

- We have developed strategies and implemented measures to respond to a variety of potential economic scenarios, such as limitations on new hiring and business travel and reductions of discretionary spending.

- We are working with government authorities in the jurisdictions where we operate and continuing to monitor our operations in an effort to ensure we follow government requirements, relevant regulations, industry

standards, and best practices to help safeguard our team members, while safely continuing operations at our sites across the globe.

We believe these actions are appropriate and prudent to safeguard our team members, contractors, suppliers, customers, and communities, while allowing us to safely continue operations.

3D XPoint: 3D XPoint is a class of non-volatile technology between DRAM and NAND in the memory and storage hierarchy.

In 2021, we ceased development of 3D XPoint technology.

In 2021, we were the first to introduce products built using 1α DRAM process technology, which offers major improvements in bit density, power, and performance.

For the fiscal year ended September [removed: 2, 2021][added: 1, 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $79.9] [added: $83.9] billion based on the closing price reported on the Nasdaq Global Select Market on March [removed: 4, 2021.][added: 3, 2022.]

The number of outstanding shares of the registrant’s common stock as of [removed: October 1, 2021] [added: September 30, 2022] was [removed: 1,118,623,738.][added: 1,087,168,584.]

Portions of the Proxy Statement for the registrant’s Fiscal [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be held on January [removed: 13, 2022] [added: 12, 2023] are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.

| Micron Corporate Profile | | | [removed: ] [added: ] | | | | | | | |

| Founded on October 5, 1978 Headquartered in Boise, Idaho, USA [removed: $27.7B FY21] [added: $30.8B FY22] annual revenue 4th Largest semiconductor company in the world* [removed: 135] [added: 127] On the [removed: 2021] [added: 2022] Fortune 500 [removed: 47,500+] [added: 51,000+] Patents granted and growing 17 Countries [removed: 12] [added: 11] Manufacturing sites and [removed: 14] [added: 15] customer labs [removed: ~43,000] [added: ~48,000] Team members | | | | | | | | | | |

| | | | Micron designs, [removed: develops] [added: develops,] and manufactures industry-leading memory and storage products. By providing foundational capability for AI and 5G across data center, the intelligent edge, and consumer devices, we unlock innovation across industries including healthcare, automotive and communications. Our technology and expertise are central to maximizing value from cutting-edge computing applications and new business models which disrupt and advance the industry. | | | | | | | |

| *Based on Gartner Market Share: Semiconductors by End Market, Worldwide, [removed: 2020] [added: 2021] (April [removed: 2021),] [added: 2022),] excluding IP/software revenue. Micron data as of September [removed: 2, 2021.] [added: 1, 2022.] | | | | | | Our customers depend on our innovative solutions every day. We dedicate ourselves to demonstrating our environmental conscience, an inclusive team culture where all voices are heard and respected, and engaging in our communities to enrich life *for all*. | | | | |

| © [removed: 2021] [added: 2022] Micron Technology, Inc. Micron, the Micron orbit logo, the M orbit logo, Intelligence AcceleratedTM, and other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners. Products and specifications are subject to change without notice. Rev [removed: 10/21 CCMMD-1707390403-3712] [added: 09/22.] | | | | | | | | | | |

| [removed: Introduction] [added: [Introduction](#i33f53fbad4ce4be5a35a6957af4c5e86_16)] | | | | | | [added: [5](#i33f53fbad4ce4be5a35a6957af4c5e86_16)] | | |

| [removed: PART I] [added: [PART I](#i33f53fbad4ce4be5a35a6957af4c5e86_19)] | | | | | | | | |

| [removed: Item 1.] [added: [Item 1.](#i33f53fbad4ce4be5a35a6957af4c5e86_22)] | | | [removed: Business] [added: [Business](#i33f53fbad4ce4be5a35a6957af4c5e86_22)] | | | [removed: [3](#ibb04aeac5c964733b6740723e78b0936_22)] [added: [7](#i33f53fbad4ce4be5a35a6957af4c5e86_22)] | | |

| [removed: Item 1A.] [added: [Item 1A.](#i33f53fbad4ce4be5a35a6957af4c5e86_52)] | | | [removed: Risk Factors] [added: [Risk Factors](#i33f53fbad4ce4be5a35a6957af4c5e86_52)] | | | [removed: [17](#ibb04aeac5c964733b6740723e78b0936_70)] [added: [22](#i33f53fbad4ce4be5a35a6957af4c5e86_52)] | | |

| [removed: Item 1B.] [added: [Item 1B.](#i33f53fbad4ce4be5a35a6957af4c5e86_55)] | | | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#i33f53fbad4ce4be5a35a6957af4c5e86_55)] | | | [removed: [36](#ibb04aeac5c964733b6740723e78b0936_73)] [added: [39](#i33f53fbad4ce4be5a35a6957af4c5e86_55)] | | |

| [removed: Item 2.] [added: [Item 2](#i33f53fbad4ce4be5a35a6957af4c5e86_58).] | | | [removed: Properties] [added: [Properties](#i33f53fbad4ce4be5a35a6957af4c5e86_58)] | | | [removed: [36](#ibb04aeac5c964733b6740723e78b0936_76)] [added: [40](#i33f53fbad4ce4be5a35a6957af4c5e86_58)] | | |

| [removed: Item 3.] [added: [Item 3.](#i33f53fbad4ce4be5a35a6957af4c5e86_61)] | | | [removed: Legal Proceedings] [added: [Legal Proceedings](#i33f53fbad4ce4be5a35a6957af4c5e86_61)] | | | [removed: [37](#ibb04aeac5c964733b6740723e78b0936_79)] [added: [41](#i33f53fbad4ce4be5a35a6957af4c5e86_61)] | | |

| [removed: Item 4.] [added: [Item 4.](#i33f53fbad4ce4be5a35a6957af4c5e86_64)] | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#i33f53fbad4ce4be5a35a6957af4c5e86_64)] | | | [removed: [37](#ibb04aeac5c964733b6740723e78b0936_82)] [added: [41](#i33f53fbad4ce4be5a35a6957af4c5e86_64)] | | |

| [removed: PART II] [added: [PART II](#i33f53fbad4ce4be5a35a6957af4c5e86_67)] | | | | | | | | |

| [removed: Item 5.] [added: [Item 5.](#i33f53fbad4ce4be5a35a6957af4c5e86_70)] | | | [removed: Market] [added: [Market] for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities] [added: Securities](#i33f53fbad4ce4be5a35a6957af4c5e86_70)] | | | [removed: [37](#ibb04aeac5c964733b6740723e78b0936_88)] [added: [41](#i33f53fbad4ce4be5a35a6957af4c5e86_70)] | | |

| [removed: Item 6.] [added: [Item 6.](#i33f53fbad4ce4be5a35a6957af4c5e86_73)] | | | [removed: \[Reserved\]] [added: [\[Reserved\]](#i33f53fbad4ce4be5a35a6957af4c5e86_73)] | | | [removed: [39](#ibb04aeac5c964733b6740723e78b0936_91)] [added: [43](#i33f53fbad4ce4be5a35a6957af4c5e86_73)] | | |

| [removed: Item 7.] [added: [Item 7.](#i33f53fbad4ce4be5a35a6957af4c5e86_76)] | | | [removed: Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#i33f53fbad4ce4be5a35a6957af4c5e86_76)] | | | [removed: [39](#ibb04aeac5c964733b6740723e78b0936_94)] [added: [43](#i33f53fbad4ce4be5a35a6957af4c5e86_76)] | | |

| [removed: Item 7A.] [added: [Item 7A.](#i33f53fbad4ce4be5a35a6957af4c5e86_97)] | | | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk] [added: Risk](#i33f53fbad4ce4be5a35a6957af4c5e86_97)] | | | [removed: [47](#ibb04aeac5c964733b6740723e78b0936_115)] [added: [52](#i33f53fbad4ce4be5a35a6957af4c5e86_97)] | | |

| [removed: Item 8.] [added: [Item 8.](#i33f53fbad4ce4be5a35a6957af4c5e86_100)] | | | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#i33f53fbad4ce4be5a35a6957af4c5e86_100)] | | | [removed: [48](#ibb04aeac5c964733b6740723e78b0936_118)] [added: [53](#i33f53fbad4ce4be5a35a6957af4c5e86_100)] | | |

| [removed: Item 9.] [added: [Item 9.](#i33f53fbad4ce4be5a35a6957af4c5e86_217)] | | | [removed: Changes] [added: [Changes] in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#i33f53fbad4ce4be5a35a6957af4c5e86_217)] | | | [removed: [85](#ibb04aeac5c964733b6740723e78b0936_238)] [added: [91](#i33f53fbad4ce4be5a35a6957af4c5e86_217)] | | |

| [removed: Item 9A.] [added: [Item 9A.](#i33f53fbad4ce4be5a35a6957af4c5e86_220)] | | | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: Procedures](#i33f53fbad4ce4be5a35a6957af4c5e86_220)] | | | [removed: [85](#ibb04aeac5c964733b6740723e78b0936_241)] [added: [91](#i33f53fbad4ce4be5a35a6957af4c5e86_220)] | | |

| [removed: Item 9B.] [added: [Item 9B.](#i33f53fbad4ce4be5a35a6957af4c5e86_223)] | | | [removed: Other Information] [added: [Other Information](#i33f53fbad4ce4be5a35a6957af4c5e86_223)] | | | [removed: [85](#ibb04aeac5c964733b6740723e78b0936_244)] [added: [91](#i33f53fbad4ce4be5a35a6957af4c5e86_223)] | | |

| [removed: Item 9C.] [added: [Item 9C.](#i33f53fbad4ce4be5a35a6957af4c5e86_226)] | | | [removed: Disclosure] [added: [Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections] [added: Inspections](#i33f53fbad4ce4be5a35a6957af4c5e86_226)] | | | [removed: [85](#ibb04aeac5c964733b6740723e78b0936_2768)] [added: [92](#i33f53fbad4ce4be5a35a6957af4c5e86_226)] | | |

| [removed: PART III] [added: [PART III](#i33f53fbad4ce4be5a35a6957af4c5e86_229)] | | | | | | | | |

| [removed: Item 10.] [added: [Item 10.](#i33f53fbad4ce4be5a35a6957af4c5e86_232)] | | | [removed: Directors,] [added: [Directors,] Executive Officers, and Corporate [removed: Governance] [added: Governance](#i33f53fbad4ce4be5a35a6957af4c5e86_232)] | | | [removed: [86](#ibb04aeac5c964733b6740723e78b0936_250)] [added: [92](#i33f53fbad4ce4be5a35a6957af4c5e86_232)] | | |

| [removed: Item 11.] [added: [Item 11.](#i33f53fbad4ce4be5a35a6957af4c5e86_235)] | | | [removed: Executive Compensation] [added: [Executive Compensation](#i33f53fbad4ce4be5a35a6957af4c5e86_235)] | | | [removed: [86](#ibb04aeac5c964733b6740723e78b0936_253)] [added: [92](#i33f53fbad4ce4be5a35a6957af4c5e86_235)] | | |

| [removed: Item 12.] [added: [Item 12.](#i33f53fbad4ce4be5a35a6957af4c5e86_238)] | | | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#i33f53fbad4ce4be5a35a6957af4c5e86_238)] | | | [removed: [86](#ibb04aeac5c964733b6740723e78b0936_256)] [added: [92](#i33f53fbad4ce4be5a35a6957af4c5e86_238)] | | |

| [removed: Item 13.] [added: [Item 13.](#i33f53fbad4ce4be5a35a6957af4c5e86_241)] | | | [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#i33f53fbad4ce4be5a35a6957af4c5e86_241)] | | | [removed: [86](#ibb04aeac5c964733b6740723e78b0936_259)] [added: [92](#i33f53fbad4ce4be5a35a6957af4c5e86_241)] | | |

| [removed: Item 14.] [added: [Item 14.](#i33f53fbad4ce4be5a35a6957af4c5e86_244)] | | | [removed: Principal] [added: [Principal] Accountant Fees and [removed: Services] [added: Services](#i33f53fbad4ce4be5a35a6957af4c5e86_244)] | | | [removed: [86](#ibb04aeac5c964733b6740723e78b0936_262)] [added: [92](#i33f53fbad4ce4be5a35a6957af4c5e86_244)] | | |

| [removed: Item 15.] [added: [Item 15.](#i33f53fbad4ce4be5a35a6957af4c5e86_250)] | | | [removed: Exhibits] [added: [Exhibits] and Financial Statement [removed: Schedule] [added: Schedule](#i33f53fbad4ce4be5a35a6957af4c5e86_250)] | | | [removed: [87](#ibb04aeac5c964733b6740723e78b0936_268)] [added: [93](#i33f53fbad4ce4be5a35a6957af4c5e86_250)] | | |

| [removed: Item 16.] [added: [Item 16.](#i33f53fbad4ce4be5a35a6957af4c5e86_259)] | | | [removed: Form] [added: [Form] 10-K [removed: Summary] [added: Summary](#i33f53fbad4ce4be5a35a6957af4c5e86_259)] | | | [removed: [90](#ibb04aeac5c964733b6740723e78b0936_277)] [added: [96](#i33f53fbad4ce4be5a35a6957af4c5e86_259)] | | |

Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," [removed: "plans,"] [added: "plan,"] "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words and similar expressions.

As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and [removed: our] [added: its] consolidated subsidiaries, unless the context indicates otherwise.

| [removed: 2023] [added: 2025] Notes | | | [removed: 2.497%] [added: 5.500%] Senior Notes due [removed: 2023] [added: February 2025, repaid November 2019] | | | | | | LPDDR | | | Low-Power Double Data Rate DRAM | | |

| [removed: 2024] [added: 2026] Notes | | | [removed: 4.640%] [added: 4.975%] Senior Notes due [removed: 2024] [added: February 2026] | | | | | | LPDRAM | | | Low-Power DRAM | | |

| [removed: 2024 Term Loan A] [added: 2027 Notes] | | | [added: 4.185%] Senior [removed: Term Loan A] [added: Notes] due [removed: 2024 entered into on May 14, 2021] [added: February 2027] | | | | | | MCP | | | Multichip packaged solutions with managed NAND and [removed: LPDRAM.] [added: LPDRAM] | | |

| [PART IV](#i33f53fbad4ce4be5a35a6957af4c5e86_247) | | | | | | | | |

| [Signatures](#i33f53fbad4ce4be5a35a6957af4c5e86_262) | | | | | | [97](#i33f53fbad4ce4be5a35a6957af4c5e86_262) | | |

| 2023 Notes | | | 2.497% Senior Notes due April 2023, repaid November 2021 | | | | | | Inotera | | | Inotera Memories, Inc. | | |

| 2024 Notes | | | 4.640% Senior Notes due February 2024, repaid November 2021 | | | | | | Intel | | | Intel Corporation | | |

| 2024 Term Loan A | | | Senior Term Loan A due October 2024 | | | | | | LIBOR | | | London Interbank Offered Rate | | |

| 2051 Notes | | | 3.477% Senior Notes due November 2051 | | | | | | Qimonda | | | Qimonda AG | | |

| DDR | | | Double Data Rate DRAM | | | | | | Revolving Credit Facility | | | $2.5 billion Revolving Credit Facility due May 2026 | | |

| ESG | | | Environmental, Social, and Governance | | | | | | SLC | | | Single-Level Cell (one bit per cell) | | |

| EUV | | | Extreme ultraviolet lithography | | | | | | SOFR | | | Secured Overnight Financing Rate | | |

| HBM | | | High-bandwidth memory, a stacked DRAM technology optimized for memory-bandwidth intensive applications | | | | | | TLC | | | Triple-Level Cell (three bits per cell) | | |

| IMFT | | | IM Flash Technologies, LLC | | | | | | uMCP | | | UFS-based MCP | | |

5 | 2022 10-K

Specific forward-looking statements include, but are not limited to, statements such as those made regarding plans to start ramping our 1ß DRAM in manufacturing; plans to implement EUV lithography; the impact of COVID-19 to our business; the expected decline in bit shipments and pricing for both DRAM and NAND in the first quarter of 2023; the expected decrease in our gross margin percentage in the first quarter of 2023; reductions in utilization of our manufacturing facilities; the impact of inflationary pressures on costs in the first quarter of 2023; potential increases in our effective tax rate; estimates of tax expense for 2023; the timing for construction and ramping of production for new memory manufacturing fabs in the United States; the receipt of government grants and investment tax credits, the sufficiency of our cash and investments; the payment of future cash dividends; capital spending in 2023; funding of sustainability-focused projects; and results of tax return examinations.

| PART IV | | | | | | | | |

| Signatures | | | | | | [91](#ibb04aeac5c964733b6740723e78b0936_280) | | |

Specific forward-looking statements include, but are not limited to, statements such as those made regarding the impact of coronavirus disease 2019 (“COVID-19”) to our business; expected bit shipments; the completion of and timing for closing the pending sale of our Lehi facility; the sufficiency of our cash and investments; the payment of future cash dividends; and capital spending in 2022.

| 2032D Notes | | | 3.125% Convertible Senior Notes due 2032 | | | | | | Qimonda | | | Qimonda AG | | |

| EBITDA | | | Earnings before interest, taxes, depreciation, and amortization | | | | | | Revolving Credit Facility | | | $2.5 billion Revolving Credit Facility due May 2026 | | |

| IC | | | Integrated Circuit | | | | | | SSD | | | Solid State Drive | | |

| IMFT | | | IM Flash Technologies, LLC | | | | | | TI | | | Texas Instruments Incorporated | | |

| Inotera | | | Inotera Memories, Inc. | | | | | | TLC | | | Triple-Level Cell (three bits per cell) | | |

| LIBOR | | | London Interbank Offered Rate | | | | | | uMCP | | | UFS-based MCP | | |

39 | 2022 10-K

The following is a summary of our principal facilities as of September [removed: 2, 2021:][added: 1, 2022:]

We generally utilize all of our manufacturing capacity; however, a portion of our MTU facility was underutilized for [added: 2022,] 2021, [removed: 2020,] and [removed: 2019 and was classified as held for sale as of September 2, 2021.][added: 2020.]

[removed: (See] [added: See] “Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Lehi, Utah Fab and 3D XPoint” and “ – Geographic [removed: Information.”)][added: Information.”]

Our MTU facility was sold in the first quarter of 2022.

To support expected memory demand in the second half of the decade, we will need to add new DRAM wafer capacity.

Following the enactment of the CHIPS Act in 2022, we announced plans to invest in two leading-edge memory manufacturing fabs in the United States, contingent on CHIPS Act support through grants and investment tax credits.

As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho.

Construction of the fab is expected to begin in calendar 2023 with DRAM production targeted to start in calendar 2025.

In addition, in October 2022, we announced plans to build a second leading-edge DRAM manufacturing fab in Clay, New York.

We plan to start site preparation work in calendar 2023 and expect construction to begin in calendar 2024, with production anticipated to ramp in the latter half of the decade.

We expect these new fabs to fulfill our requirements for additional wafer capacity starting in the second half of the decade and beyond, in line with industry demand trends.

As of [removed: October 1, 2021,] [added: September 30, 2022,] there were [removed: 1,844] [added: approximately 1,768] shareholders of record of our common stock.

On [removed: August 2, 2021,] [added: September 29, 2022,] we announced that our Board of Directors had declared a quarterly dividend of [removed: $0.10] [added: $0.115] per share, payable in cash on October [removed: 18, 2021,] [added: 26, 2022,] to shareholders of record as of the close of business on October [removed: 1, 2021.][added: 11, 2022.]

The information required by this item is incorporated by reference from the information to be included in our [removed: 2021] [added: 2022] Proxy Statement under the section entitled “Equity Compensation Plan Information,” which will be filed with the SEC within 120 days after September [removed: 2, 2021.][added: 1, 2022.]

The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, [removed: 2016,] [added: 2017,] through August 31, [removed: 2021.][added: 2022.]

We operate on a 52 or [removed: 53 week] [added: 53-week] fiscal year which ends on the Thursday closest to August 31.

The performance graph above assumes $100 was invested on August 31, [removed: 2016] [added: 2017] in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).

| | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]

A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions.

41 | 2022 10-K

| June 3, 2022 | | | – | | | July 7, 2022 | | | 4,038,489 | | | $ | 58.69 | | 4,038,489 | | | | | |

| July 8, 2022 | | | – | | | August 4, 2022 | | | 8,643,182 | | | 59.15 | | | 8,643,182 | | | | | |

| August 5, 2022 | | | – | | | September 1, 2022 | | | 575,794 | | | 62.53 | | | 575,794 | | | | | |

| | | | | | | | | | 13,257,465 | | | $ | 59.16 | | 13,257,465 | | | $3,531 | | |

| Micron Technology, Inc. | | | $ | 100 | | $ | 164 | | $ | 142 | | $ | 142 | | $ | 231 | | $ | 178 | |

| S&P 500 Composite Index | | | 100 | | | 120 | | | 123 | | | 150 | | | 197 | | | 175 | | |

| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 128 | | | 140 | | | 214 | | | 328 | | | 260 | | |

| June 4, 2021 | | | – | | | July 8, 2021 | | | 1,872,825 | | | $ | 80.48 | | 1,872,825 | | | | | |

| July 9, 2021 | | | – | | | August 5, 2021 | | | 7,735,146 | | | 76.63 | | | 7,735,146 | | | | | |

| August 6, 2021 | | | – | | | September 2, 2021 | | | 4,242,303 | | | 72.29 | | | 4,242,303 | | | | | |

| | | | | | | | | | 13,850,274 | | | $ | 75.82 | | 13,850,274 | | | $5,962 | | |

| Micron Technology, Inc. | | | $ | 100 | | $ | 194 | | $ | 318 | | $ | 275 | | $ | 276 | | $ | 447 | |

| S&P 500 Composite Index | | | 100 | | | 116 | | | 139 | | | 143 | | | 174 | | | 229 | | |

| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 141 | | | 181 | | | 198 | | | 303 | | | 464 | | |

| For the year ended | | | September [added: 1, 2022 | | | September] 2, 2021 | | | September 3, 2020 | | | [removed: August 29, 2019 | | |]

| Revenue | | | $ | [removed: 27,705] [added: 30,758] | | $ | [removed: 21,435] [added: 27,705] | | $ | [removed: 23,406] [added: 21,435] | |

| Cost of goods sold | | | [removed: 17,282] [added: 16,860] | | | [removed: 14,883] [added: 17,282] | | | [removed: 12,704] [added: 14,883] | | |

| Gross margin | | | [removed: 10,423] [added: 13,898] | | | [removed: 6,552] [added: 10,423] | | | [removed: 10,702] [added: 6,552] | | |

| Research and development | | | [removed: 2,663] [added: 3,116] | | | [removed: 2,600] [added: 2,663] | | | [removed: 2,441] [added: 2,600] | | |

| Selling, general, and administrative | | | [removed: 894] [added: 1,066] | | | [removed: 881] [added: 894] | | | [removed: 836] [added: 881] | | |

| Restructure and asset impairments | | | [removed: 488] [added: 48] | | | [removed: 60] [added: 488] | | | [removed: (29)] [added: 60] | | |

| Other operating (income) expense, net | | | [removed: 95] [added: (34)] | | | [removed: 8] [added: 95] | | | [removed: 78] [added: 8] | | |

| Operating income | | | [removed: 6,283] [added: 9,702] | | | [removed: 3,003] [added: 6,283] | | | [removed: 7,376] [added: 3,003] | | |

| Interest income | | | [removed: 37] [added: 96] | | | [removed: 114] [added: 37] | | | [removed: 205] [added: 114] | | |

| Interest expense | | | [removed: (183)] [added: (189)] | | | [removed: (194)] [added: (183)] | | | [removed: (128)] [added: (194)] | | |

| Other non-operating income (expense), net | | | [removed: 81] [added: (38)] | | | [removed: 60] [added: 81] | | | [removed: (405)] [added: 60] | | |

| | | | [removed: 6,218] [added: 9,571] | | | [removed: 2,983] [added: 6,218] | | | [removed: 7,048] [added: 2,983] | | |

| Income tax (provision) benefit | | | [removed: (394)] [added: (888)] | | | [removed: (280)] [added: (394)] | | | [removed: (693)] [added: (280)] | | |

| Equity in net income (loss) of equity method investees | | | [removed: 37] [added: 4] | | | [removed: 7] [added: 37] | | | [removed: 3] [added: 7] | | |

| Net income | | | [removed: 5,861] [added: 8,687] | | | [removed: 2,710] [added: 5,861] | | | [removed: 6,358] [added: 2,710] | | |

| Net income attributable to noncontrolling interests | | | — | | | [removed: (23)] [added: —] | | | [removed: (45)] [added: (23)] | | |

| Net income attributable to Micron | | | $ | [removed: 5,861] [added: 8,687] | | $ | [removed: 2,687] [added: 5,861] | | $ | [removed: 6,313] [added: 2,687] | |

| Basic | | | $ | [removed: 5.23] [added: 7.81] | | $ | [removed: 2.42] [added: 5.23] | | $ | [removed: 5.67] [added: 2.42] | |

| Diluted | | | [removed: 5.14] [added: 7.75] | | | [removed: 2.37] [added: 5.14] | | | [removed: 5.51] [added: 2.37] | | |

| Basic | | | [removed: 1,120] [added: 1,112] | | | [removed: 1,110] [added: 1,120] | | | [removed: 1,114] [added: 1,110] | | |

| Diluted | | | [removed: 1,141] [added: 1,122] | | | [removed: 1,131] [added: 1,141] | | | [removed: 1,143] [added: 1,131] | | |

| For the year ended | | | September [added: 1, 2022 | | | September] 2, 2021 | | | September 3, 2020 | | | [removed: August 29, 2019 | | |]

| Net income | | | $ | [removed: 5,861] [added: 8,687] | | $ | [removed: 2,710] [added: 5,861] | | $ | [removed: 6,358] [added: 2,710] | |

| Gains (losses) on derivative instruments | | | [removed: (67)] [added: (516)] | | | [removed: 46] [added: (67)] | | | [removed: (3)] [added: 46] | | |

| Gains (losses) on investments | | | [removed: (7)] [added: (48)] | | | [removed: 1] [added: (7)] | | | [removed: 9] [added: 1] | | |

| Pension liability adjustments | | | 3 | | | [removed: 15] [added: 3] | | | [removed: (6)] [added: 15] | | |

| Foreign currency translation adjustments | | | [removed: 2] [added: (1)] | | | [removed: —] [added: 2] | | | [removed: (1)] [added: —] | | |

| Other comprehensive income (loss) | | | [removed: (69)] [added: (562)] | | | [removed: 62] [added: (69)] | | | [removed: (1)] [added: 62] | | |

| Total comprehensive income | | | [removed: 5,792] [added: 8,125] | | | [removed: 2,772] [added: 5,792] | | | [removed: 6,357] [added: 2,772] | | |

| Comprehensive income attributable to noncontrolling interests | | | — | | | [removed: (23)] [added: —] | | | [removed: (45)] [added: (23)] | | |

| Comprehensive income attributable to Micron | | | $ | [removed: 5,792] [added: 8,125] | | $ | [removed: 2,749] [added: 5,792] | | $ | [removed: 6,312] [added: 2,749] | |

| As [removed: of] [added: of September 2, 2021] | | | [removed: September 2, 2021] [added: $] | [added: (22)] | | [removed: September 3, 2020] [added: $] | [added: 1] | | [added: $ | 22 | | $ | 1 | | $ | 2 | |]

| Cash and equivalents | | | $ | [removed: 7,763] [added: 8,262] | | $ | [removed: 7,624] [added: 7,763] | |

| Short-term investments | | | [removed: 870] [added: 1,069] | | | [removed: 518] [added: 870] | | |

| Receivables | | | [removed: 5,311] [added: 5,130] | | | [removed: 3,912] [added: 5,311] | | |

| Inventories | | | [removed: 4,487] [added: 6,663] | | | [removed: 5,373] [added: 4,487] | | |

| Assets held for sale | | | [removed: 974] [added: 13] | | | [removed: —] [added: 974] | | |

| Other current assets | | | [removed: 502] [added: 644] | | | [removed: 538] [added: 502] | | |

| Total current assets | | | [removed: 19,907] [added: 21,781] | | | [removed: 17,965] [added: 19,907] | | |

Index to Consolidated Financial Statements

| [Consolidated Statements of Operations](#i33f53fbad4ce4be5a35a6957af4c5e86_103) | | | [54](#i33f53fbad4ce4be5a35a6957af4c5e86_103) | | |

| [Consolidated Statements of Comprehensive Income](#i33f53fbad4ce4be5a35a6957af4c5e86_106) | | | [55](#i33f53fbad4ce4be5a35a6957af4c5e86_106) | | |

| [Consolidated Balance Sheets](#i33f53fbad4ce4be5a35a6957af4c5e86_109) | | | [56](#i33f53fbad4ce4be5a35a6957af4c5e86_109) | | |

| [Consolidated Statements of Changes in Equity](#i33f53fbad4ce4be5a35a6957af4c5e86_112) | | | [57](#i33f53fbad4ce4be5a35a6957af4c5e86_112) | | |

| [Consolidated Statements of Cash Flows](#i33f53fbad4ce4be5a35a6957af4c5e86_115) | | | [58](#i33f53fbad4ce4be5a35a6957af4c5e86_115) | | |

| [Notes to Consolidated Financial Statements](#i33f53fbad4ce4be5a35a6957af4c5e86_118) | | | [59](#i33f53fbad4ce4be5a35a6957af4c5e86_118) | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID](#i33f53fbad4ce4be5a35a6957af4c5e86_214) 238[)](#i33f53fbad4ce4be5a35a6957af4c5e86_214) | | | [88](#i33f53fbad4ce4be5a35a6957af4c5e86_214) | | |

| Repurchase of stock - withholdings on employee equity awards | | | (2) | | | — | | | (11) | | | (64) | | | — | | | — | | | (75) | | | — | | | (75) | | |

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

| Repurchase of stock - repurchase program | | | — | | | — | | | — | | | — | | | (2,432) | | | — | | | (2,432) | | | — | | | (2,432) | | |

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

| Dividends and dividend equivalents declared ($0.315 per share) | | | — | | | — | | | — | | | (352) | | | — | | | — | | | (352) | | | — | | | (352) | | |

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

| Proceeds from sale of Lehi, Utah fab | | | 888 | | | — | | | — | | | | | | | | |

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

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

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

| Noncash equipment acquisitions on contracts payable | | | 157 | | | 289 | | | 171 | | | | | | | | |

59 | 2022 10-K

61 | 2022 10-K

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.

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

| | | | | | |

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.

63 | 2022 10-K

| | | | 2022 | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | |

| | | | 8,262 | | | $ | 1,069 | | $ | 1,647 | | $ | 10,978 | | | | | 7,763 | | | $ | 870 | | $ | 1,765 | | $ | 10,398 | |

Non-marketable Equity Investments

| As of | | | 2022 | | | 2021 | | |

| | | | $ | 5,130 | | $ | 5,311 | |

| As of | | | 2022 | | | 2021 | | |

| | | | $ | 6,663 | | $ | 4,487 | |

| As of | | | 2022 | | | 2021 | | |

| | | | $ | 38,549 | | $ | 33,213 | |

65 | 2022 10-K

| | | | 2022 | | | | | | | | | 2021 | | | | | |

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| Balance at August 30, 2018 | | | 1,170 | | | $ | 117 | | $ | 8,201 | | $ | 24,395 | | $ | (429) | | $ | 10 | | $ | 32,294 | | $ | 870 | | $ | 33,164 | |

| Cumulative effect from adoption of new accounting standards | | | — | | | — | | | — | | | 92 | | | — | | | — | | | 92 | | | — | | | 92 | | |

| Repurchase of stock | | | (2) | | | — | | | 103 | | | (39) | | | (2,792) | | | — | | | (2,728) | | | — | | | (2,728) | | |

| Acquisitions of noncontrolling interest | | | — | | | — | | | 1 | | | — | | | — | | | — | | | 1 | | | (17) | | | (16) | | |

| Reclassification of redeemable convertible notes, net | | | — | | | — | | | 3 | | | — | | | — | | | — | | | 3 | | | — | | | 3 | | |

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

| Amortization of debt discount and other costs | | | 30 | | | 26 | | | 49 | | |

| Deferred income taxes, net | | | (50) | | | 79 | | | 150 | | |

| Payments to acquire treasury stock | | | (1,294) | | | (251) | | | (2,729) | | |

| Noncash equipment acquisitions on contracts payable and finance leases | | | 684 | | | 278 | | | 119 | | |

We adopted ASC 842 in the first quarter of 2020 under the modified retrospective method and elected to not recast prior periods.

Recently Adopted Accounting Standards

In November 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-18 – *Collaborative Arrangements*, which clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer.

We adopted ASU 2018-18 in the first quarter of 2021 under the retrospective adoption method to the date we adopted ASC 606, which was August 31, 2018.

The adoption of this ASU did not have a significant impact on our financial statements.

In June 2016, the FASB issued ASU 2016-13 – *Measurement of Credit Losses on Financial Instruments*, which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected.

This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the increases or decreases of expected credit losses that have taken place during the period.

This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost.

We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method.