Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-10658

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware75-1618004
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
Address of principal executive offices, including zip code8000 S. Federal Way, Boise, Idaho 83716-9632
Registrant’s telephone number, including area code(208) 368-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.10 per shareMUNasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated FilerNon-Accelerated FilerSmaller Reporting CompanyEmerging Growth Company
☒☐☐☐☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $47.9 billion based on the closing price reported on the Nasdaq Global Select Market on March 2, 2023. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock were excluded as they may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrant’s common stock as of September 29, 2023 was 1,098,034,471.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the registrant’s Fiscal 2023 Annual Meeting of Shareholders to be held on January 18, 2024 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.

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Micron’s Global Presence

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Micron’s global presence map highlights locations that include our manufacturing sites, centers of excellence, customer labs, and large offices. Not all Micron locations are represented on this map.

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Table of Contents

Introduction5
PART I
Item 1.Business7
Item 1A.Risk Factors21
Item 1B.Unresolved Staff Comments40
Item 2.Properties40
Item 3.Legal Proceedings41
Item 4.Mine Safety Disclosures41
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities41
Item 6.[Reserved]43
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44
Item 7A.Quantitative and Qualitative Disclosures About Market Risk54
Item 8.Financial Statements and Supplementary Data56
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure94
Item 9A.Controls and Procedures94
Item 9B.Other Information95
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections95
PART III
Item 10.Directors, Executive Officers, and Corporate Governance95
Item 11.Executive Compensation95
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters95
Item 13.Certain Relationships and Related Transactions, and Director Independence95
Item 14.Principal Accountant Fees and Services95
PART IV
Item 15.Exhibits and Financial Statement Schedule96
Item 16.Form 10-K Summary100
Signatures101

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Table of Contents

Definitions of Commonly Used Terms

As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Abbreviations, terms, or acronyms are commonly used or found in multiple locations throughout this report and include the following:

TermDefinitionTermDefinition
2023 Notes2.497% Senior Notes due April 2023, repaid November 2021GDDRGraphics double data rate
2024 Notes4.640% Senior Notes due February 2024, repaid November 2021HBMHigh-bandwidth memory, a stacked DRAM technology optimized for memory-bandwidth intensive applications
2024 Term Loan ASenior Term Loan A due October 2024InoteraInotera Memories, Inc.
2025 Term Loan ASenior Term Loan A due November 2025LIBORLondon Interbank Offered Rate
2026 Term Loan ASenior Term Loan A due November 2026LPDDRLow-power double data rate DRAM
2027 Term Loan ASenior Term Loan A due November 2027LPDRAMLow-power DRAM
2026 Notes4.975% Senior Notes due February 2026MCPMultichip packaged solutions with managed NAND and LPDRAM
2027 Notes4.185% Senior Notes due February 2027MicronMicron Technology, Inc. (Parent Company)
2028 Notes5.375% Senior Notes due April 2028MTUMicron Technology Utah, LLC
2029 A Notes5.327% Senior Notes due February 2029Multi-Tranche Term Loan AgreementBorrowing agreement executed November 3, 2022 that governs the 2025 Term Loan A, 2026 Term Loan A, and 2027 Term Loan A
2029 B Notes6.750% Senior Notes due November 2029NRVNet realizable value
2030 Notes4.663% Senior Notes due February 2030OEMOriginal equipment manufacturer
2032 Green Bonds2.703% Senior Notes due April 2032PCIeHigh-speed motherboard connection for peripheral devices such as storage drives
2032D Notes3.125% Convertible Senior Notes due May 2032, settled August 2021QimondaQimonda AG
2033 A Notes5.875% Senior Notes due February 2033QLCQuad-level cell (four bits per cell)
2033 B Notes5.875% Senior Notes due September 2033Revolving Credit Facility$2.5 billion Revolving Credit Facility due May 2026
2041 Notes3.366% Senior Notes due November 2041SATAHardware interface for connecting to storage devices such as hard disk drives and SSDs
2051 Notes3.477% Senior Notes due November 2051SLCSingle-level cell (one bit per cell)
AIArtificial intelligenceSOFRSecured Overnight Financing Rate
CACChina’s Cyberspace AdministrationSSDSolid state drive
DDRDouble data rate DRAMTITexas Instruments Incorporated
EBITDAEarnings before interest, taxes, depreciation, and amortizationTLCTriple-level cell (three bits per cell)
eMCPEmbedded multichip packaged solutions with embedded multimedia card storage and LPDDRUFSUniversal flash storage
EUVExtreme ultraviolet lithographyuMCPUFS-based MCP
Extinguished 2024 Term Loan ASenior Term Loan A due October 2024, repaid May 2021

Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. 3D XPoint is a trademark of Intel Corporation or its subsidiaries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.

All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2023, 2022, and 2021 each contained 52 weeks.

5 | 2023 10-K

Table of Contents

Forward-Looking Statements

This Form 10-K contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," "plan," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to, statements such as those made regarding expected production ramp of certain products; plans to implement EUV lithography; restructure plans and expected related savings; potential increases in our effective tax rate; the timing for construction and ramping of production for new memory manufacturing fabs in the United States; intent to make investments at our backend facility in Xi’an, China and build a new assembly and test facility in Gujarat, India; the receipt of government grants and investment tax credits; estimates of tax expense for 2024; the payment of future cash dividends; market conditions and profitability in our industry; potential write-downs of inventories in future quarters; the impact of the Cyberspace Administration of China decision; capital spending in 2024; the sufficiency of our cash and investments; allocation and dispersal of the net proceeds of our 2032 Green Bonds; and results of tax return examinations. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in “Part I – Item 1A. Risk Factors.”

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Table of Contents

PART I

Next: Item 1. BUSINESS