Micron Technology (MU) 10-K risk factor changes: FY2023 vs FY2022

- [removed: limited] availability and quality of materials, supplies, and capital equipment and dependency on third-party service [removed: providers for ourselves and our customers;][added: providers;]

- achieving or maintaining certain performance [added: or other] obligations associated with incentives from various governments;

- acquisitions and/or alliances; [added: and]

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

- environmental, social, and governance [removed: considerations.][added: considerations;]

- [added: impacts of government actions and] compliance with tariffs, trade restrictions, and/or trade regulations;

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

- fluctuations in the amount and [removed: timing] [added: frequency] of our common stock repurchases and payment of cash dividends and resulting impacts.

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

[removed: For DRAM,] [added: Since 2017,] annual percentage changes in [added: DRAM] average selling prices have ranged from [removed: plus or minus] approximately [added: plus] 35% [removed: since 2017.][added: to a minus high-40s percent range.]

In [removed: some prior] [added: current and recent] periods, average selling prices for our products have been below our manufacturing costs and we may experience such circumstances in the future.

Average selling prices for our products that decline faster than our costs [added: have recently had an adverse effect on our business and results of operations, and in future periods] could have a material adverse effect on our business, results of operations, or financial condition.

Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to [removed: maintain] [added: prevent deterioration of] or improve gross margins include, but are not limited to:

- start-up or other costs associated with capacity expansions; [removed: and]

- higher costs of goods and services due to inflationary pressures or market [removed: conditions.][added: conditions; and]

As a result, lower [removed: utilization] [added: utilization, lower wafer output,] and corresponding increases in our per gigabit manufacturing costs [added: have resulted in higher inventory carrying costs, and have had, and] may [removed: adversely affect] [added: continue to have, an adverse effect on] our gross margins, business, results of operations, or financial condition.

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

In addition, due to the customized nature of certain [removed: of the] products we manufacture, we may be unable to sell certain finished goods inventories to alternative customers or manufacture in-process inventory to different specifications, which may result in excess and obsolescence charges in future periods.

Our inability to [removed: maintain] [added: prevent deterioration of] or improve gross margins could have a material adverse effect on our business, results of operations, or financial condition.

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

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

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

[removed: A downturn] [added: Downturns] in [removed: the] [added: regional or] worldwide [removed: economy] [added: economies] may harm our business.

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

In addition, to the extent our customers or distributors have elevated inventory [removed: levels,] [added: levels or are impacted by a deterioration in credit markets,] we may experience a decrease in short-term and/or long-term demand resulting in industry oversupply and declines in pricing for our products.

A deterioration of conditions in [added: regional or] worldwide credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures.

As a result, downturns in [removed: the] [added: regional or] worldwide [removed: economy] [added: economies] could have a material adverse effect on our business, results of operations, or financial condition.

In [removed: 2022,] [added: 2023,] nearly half of our revenue was from sales to customers who have headquarters located outside the United States, while over 80% of our revenue in [removed: 2022] [added: 2023] was from products shipped to customer locations outside the United States.

- [removed: imposition of bans] [added: restrictions] on sales of goods or services to one or more of our significant foreign customers;

- public health [removed: issues;][added: issues.]

- changes in economic policies of foreign governments; [removed: and]

- difficulties in staffing and managing international [removed: operations.][added: operations; and]

[removed: For example, political,] [added: Political,] economic, or other actions may adversely affect our operations in Taiwan.

A majority of our DRAM production output in [removed: 2022] [added: 2023] was from our fabrication facilities in Taiwan and any loss of output could have a material adverse effect on us.

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

Our business, results of operations, or financial condition could be adversely affected by the [removed: limited] availability and quality of materials, supplies, and capital equipment, or dependency on third-party service providers.

Inflationary pressures [removed: and shortages] have increased, and may continue to [removed: increase,] [added: increase] costs for materials, supplies, and services.

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

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

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

- a range of factors that may adversely affect our gross margins;

- a downturn in regional or worldwide economies;

- dependency on a select number of key customers, including international customers;

- restructure plans may not realize expected savings or other benefits.

21 | 2023 10-K

For example, average selling prices for DRAM declined in the high-40s percent range and NAND declined in the low-50s percent range for 2023 as compared to 2022.

Since 2017, annual percentage changes in NAND average selling prices have ranged from nearly flat to a minus low-50s percent range.

Our gross margins may be adversely affected by a range of factors.

- higher manufacturing costs per gigabit due to fabrication facility underutilization, lower wafer output, and insufficient volume to run new technology nodes to achieve cost optimization.

See “Part II – Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding our current underutilization.

 22

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

For example, in 2023, we recorded aggregate charges of $1.83 billion to write down the carrying value of our inventories to their estimated net realizable value.

- political and economic instability, including instability resulting from domestic and international conflicts;

23 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

Following the May 21, 2023 decision of its cybersecurity review of our products sold in China, the CAC determined that critical information infrastructure operators in China may not purchase Micron products, impacting our revenue with companies headquartered in mainland China and Hong Kong, including direct sales as well as indirect sales through distributors.

Some revenue with customers headquartered outside of China has also been impacted.

As we try to mitigate possible impacts due to the CAC decision, revenue may come at lower prices or gross margins due to product or customer mix changes, which may impact our business results.

Further actions by the Chinese government could impact additional revenue inside or outside China, or our operations in China, or our ability to ship products to our customers, any of which could have a material adverse effect on our business, results of operations, or financial condition.

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

In addition, the CAC’s decision that critical information infrastructure operators in China may not purchase Micron products had an impact on our ability to compete effectively in China and elsewhere.

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

25 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

27 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

29 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

Additionally, some actors are using artificial intelligence technology to launch more automated, targeted and coordinated attacks.

31 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

- our ability to maintain or improve gross margins;

- a downturn in the worldwide economy;

- dependency on specific customers, concentration of revenue with a select number of customers, and customers who are located internationally;

- the effects of the COVID-19 pandemic;

- restructure charges;

 22

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

We may be unable to maintain or improve gross margins.

23 | 2022 10-K

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

 24

25 | 2022 10-K

- political and economic instability, including the effects of disputes between China and Taiwan and Russia’s invasion of Ukraine;

 26

27 | 2022 10-K

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

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

- 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;

- 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;

- Reductions in, or cessation of operations at one or more of our sites or those of our subcontractors or suppliers, resulting from government restrictions and/or our own measures to prevent and/or mitigate the spread of COVID-19; and

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

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

 28

29 | 2022 10-K

 30

31 | 2022 10-K

 32

33 | 2022 10-K

 34

35 | 2022 10-K

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

 36

37 | 2022 10-K

 38

*This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended [removed: September 1, 2022.][added: August 31, 2023.]

Fiscal [removed: 2022] [added: 2023, 2022,] and 2021 [added: each] contained 52 [removed: weeks and fiscal 2020 contained 53] weeks.

[removed: *All] [added: All] tabular dollar amounts are in millions, except per share amounts.*

For an overview of our [removed: business and certain related trends,] [added: business,] see “Part I – Item 1.

| For the year ended | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Revenue | | | $ | [removed: 30,758] [added: 15,540] | | 100 | | % | $ | [removed: 27,705] [added: 30,758] | | 100 | | % | $ | [removed: 21,435] [added: 27,705] | | 100 | | % |

| Cost of goods sold | | | [removed: 16,860] [added: 16,956] | | | [removed: 55] [added: 109] | | % | [removed: 17,282] [added: 16,860] | | | [removed: 62] [added: 55] | | % | [removed: 14,883] [added: 17,282] | | | [removed: 69] [added: 62] | | % |

| Gross margin | | | [removed: 13,898] [added: (1,416)] | | | [removed: 45] [added: (9)] | | % | [removed: 10,423] [added: 13,898] | | | [removed: 38] [added: 45] | | % | [removed: 6,552] [added: 10,423] | | | [removed: 31] [added: 38] | | % |

| Research and development | | | [removed: 3,116] [added: 3,114] | | | [removed: 10] [added: 20] | | % | [removed: 2,663] [added: 3,116] | | | 10 | | % | [removed: 2,600] [added: 2,663] | | | [removed: 12] [added: 10] | | % |

| Selling, general, and administrative | | | [removed: 1,066] [added: 920] | | | [removed: 3] [added: 6] | | % | [removed: 894] [added: 1,066] | | | 3 | | % | [removed: 881] [added: 894] | | | [removed: 4] [added: 3] | | % |

| Restructure and asset impairments | | | [removed: 48] [added: 171] | | | [removed: —] [added: 1] | | % | [removed: 488] [added: 48] | | | [removed: 2] [added: —] | | % | [removed: 60] [added: 488] | | | [removed: —] [added: 2] | | % |

[removed: |] [added: -] Other [removed: operating (income) expense, net | | | (34) | | | — | | % | 95 | | | — | | % | 8 | | | — | | % |][added: Operating (Income) Expense, Net]

| Operating income [added: (loss)] | | | [removed: 9,702] [added: (5,745)] | | | [removed: 32] [added: (37)] | | % | [removed: 6,283] [added: 9,702] | | | [removed: 23] [added: 32] | | % | [removed: 3,003] [added: 6,283] | | | [removed: 14] [added: 23] | | % |

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

| Other non-operating income (expense), net | | | [removed: (38)] [added: 7] | | | — | | % | [removed: 81] [added: (38)] | | | — | | % | [removed: 60] [added: 81] | | | — | | % |

| Income tax (provision) benefit | | | [removed: (888)] [added: (177)] | | | [removed: (3)] [added: (1)] | | % | [removed: (394)] [added: (888)] | | | [removed: (1)] [added: (3)] | | % | [removed: (280)] [added: (394)] | | | (1) | | % |

| Equity in net income (loss) of equity method investees | | | [removed: 4] [added: 2] | | | — | | % | [removed: 37] [added: 4] | | | — | | % | [removed: 7] [added: 37] | | | — | | % |

| Net income [removed: attributable to Micron] [added: (loss)] | | | $ | [removed: 8,687] [added: (5,833)] | | [removed: 28] [added: (38)] | | % | $ | [removed: 5,861] [added: 8,687] | | [removed: 21] [added: 28] | | % | $ | [removed: 2,687] [added: 5,861] | | [removed: 13] [added: 21] | | % |

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

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

Total revenue for [removed: 2021 increased 29%] [added: 2023 decreased 49%] as compared to [removed: 2020] [added: 2022] primarily due to [removed: increases] [added: decreases] in sales of both DRAM and NAND products.

- Sales of DRAM products [removed: increased 38%] [added: decreased 51%] primarily due to [removed: growth] [added: a high-40s percent range decline] in [added: average selling prices and decreases in] bit shipments in the [removed: high-20% range and a high single-digit] [added: high-single-digit] percent [removed: increase in average selling prices.][added: range.]

- Sales of NAND products [removed: increased 14%] [added: decreased 46%] primarily due to [removed: increases in bit shipments in the high-20% range, partially offset by] a [added: low-50s percent range] decline in average selling prices [removed: of slightly over 10%.][added: partially offset by increases in bit shipments in the high-single-digit percent range.]

[removed: 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.

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

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

[removed: Effective] [added: Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Lehi, Utah Fab and 3D XPoint.” Also, effective] as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to first-in, first-out (“FIFO”).

| CNBU | | | $ | [removed: 13,693] [added: 5,710] | | [removed: 45] [added: 37] | | % | $ | [removed: 12,280] [added: 13,693] | | [removed: 44] [added: 45] | | % | $ | [removed: 9,184] [added: 12,280] | | [removed: 43] [added: 44] | | % |

| MBU | | | [removed: 7,260] [added: 3,630] | | | [removed: 24] [added: 23] | | % | [removed: 7,203] [added: 7,260] | | | [removed: 26] [added: 24] | | % | [removed: 5,702] [added: 7,203] | | | [removed: 27] [added: 26] | | % |

| EBU | | | [removed: 5,235] [added: 3,637] | | | [removed: 17] [added: 23] | | % | [removed: 4,209] [added: 5,235] | | | [removed: 15] [added: 17] | | % | [removed: 2,759] [added: 4,209] | | | [removed: 13] [added: 15] | | % |

| SBU | | | [removed: 4,553] [added: 2,553] | | | [removed: 15] [added: 16] | | % | [removed: 3,973] [added: 4,553] | | | [removed: 14] [added: 15] | | % | [removed: 3,765] [added: 3,973] | | | [removed: 18] [added: 14] | | % |

| All Other | | | [removed: 17] [added: 10] | | | — | | % | [removed: 40] [added: 17] | | | — | | % | [removed: 25] [added: 40] | | | — | | % |

| | | | $ | [removed: 30,758] [added: 15,540] | | | | | $ | [removed: 27,705] [added: 30,758] | | | | | $ | [removed: 21,435] [added: 27,705] | | | | |

Changes in revenue for each business unit for [removed: 2021] [added: 2023] as compared to [removed: 2020] [added: 2022] were as follows:

- SBU revenue [removed: increased 6% as increases in bit shipments for NAND products outpaced] [added: decreased 44% primarily due to] declines in average selling [removed: prices.][added: prices for NAND partially offset by increases in bit shipments.]

| CNBU | | | $ | [removed: 5,844] [added: (585)] | | [removed: 43] [added: (10)] | | % | $ | [removed: 4,295] [added: 5,844] | | [removed: 35] [added: 43] | | % | $ | [removed: 2,010] [added: 4,295] | | [removed: 22] [added: 35] | | % |

| MBU | | | [removed: 2,160] [added: (1,750)] | | | [removed: 30] [added: (48)] | | % | [removed: 2,173] [added: 2,160] | | | 30 | | % | [removed: 1,074] [added: 2,173] | | | [removed: 19] [added: 30] | | % |

| EBU | | | [removed: 1,752] [added: 382] | | | [removed: 33] [added: 11] | | % | [removed: 1,006] [added: 1,752] | | | [removed: 24] [added: 33] | | % | [removed: 301] [added: 1,006] | | | [removed: 11] [added: 24] | | % |

| SBU | | | [removed: 513] [added: (1,887)] | | | [removed: 11] [added: (74)] | | % | [removed: 173] [added: 513] | | | [removed: 4] [added: 11] | | % | [removed: 36] [added: 173] | | | [removed: 1] [added: 4] | | % |

| All Other | | | [removed: 12] [added: 8] | | | [removed: 71] [added: 80] | | % | [removed: 20] [added: 12] | | | [removed: 50] [added: 71] | | % | [removed: (2)] [added: 20] | | | [removed: (8)] [added: 50] | | % |

Overview

Industry Conditions

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

This led to significant reductions in average selling prices for both DRAM and NAND and bit shipments for DRAM, resulting in declines in revenue across all our business segments and nearly all our end markets.

Due to the challenging pricing environment, we recognized charges of $1.83 billion in 2023 to write down inventories to their estimated net realizable value.

Ongoing demand growth, customer inventory normalization, and industry-wide supply discipline have set the stage for increased revenue, and improved pricing and profitability throughout fiscal 2024.

As a result, pricing trends have started to improve and there were no write downs of inventories to net realizable value in the fourth quarter of 2023.

However, further write-downs of inventories in future quarters could occur if pricing expectations deteriorate.

Given the challenging pricing environment, elevated levels of inventories for suppliers and customers, and significant supply-demand mismatch, we expect industry profitability will remain challenged into 2024.

As a result of these conditions and increases in our inventory levels, we have reduced capital expenditures and also significantly reduced wafer starts in 2023 for both DRAM and NAND.

We expect wafer starts will remain significantly below peak capacity levels for the foreseeable future as we remain focused on managing down our inventories and controlling our supply.

We recognized period costs from fabrication facility underutilization of $382 million in 2023 due to wafer start reductions.

We estimate that we will recognize approximately $200 million of period costs from underutilization due to wafer start reductions in the first quarter of 2024.

We have also taken significant steps to reduce our costs and operating expenses.

These actions include the 2023 Restructure Plan discussed below and additional reductions in external spending, including implementing productivity programs across the business, suspension of our 2023 bonus company-wide, reductions in select product programs, lower discretionary spending, and cuts to 2023 executive salaries across the company.

Impact of China Cyberspace Administration Decision

On March 31, 2023, China’s Cyberspace Administration (the “CAC”) notified us that it was conducting a cybersecurity review of our products sold in China.

On May 21, 2023, we received notice that the CAC had concluded its review and decided that our products presented a cybersecurity risk.

As such, the CAC determined that critical information infrastructure operators in China may not purchase Micron products.

There is no list of the companies that have been designated as critical information infrastructure operators published by the Chinese government or otherwise available to us.

Therefore, the full impact of the CAC decision on our business remains uncertain.

 44

The CAC decision has impacted our business, particularly in the domestic data center and networking markets in China.

In addition, although demand for DRAM and NAND is improving as customer inventory levels continue to normalize and secular growth drivers remain intact, the CAC decision continues to impact our revenue opportunity in China.

This significant headwind is impacting our outlook and slowing our recovery.

We are working to mitigate this impact over time and expect quarter-to-quarter revenue variability.

Our revenue with companies headquartered in mainland China and Hong Kong, including direct sales as well as indirect sales through distributors, is approximately a quarter of our worldwide revenue and remains our principal exposure to the CAC decision.

Although the impact of the CAC decision remains uncertain, we believe that approximately half of that China-headquartered customer revenue, which equates to a low-double-digit percentage of our worldwide revenue, is at risk of being impacted.

Despite the near-term impact to our demand as a result of the CAC decision, our long-term goal is to retain our worldwide DRAM and NAND market share.

2023 Restructure Plan

We initiated a restructure plan in response to challenging industry conditions (the “2023 Restructure Plan”).

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

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

The 2023 Restructure Plan was substantially completed in 2023.

As a result of the 2023 Restructure Plan, we expect to realize cost savings of approximately $130 million per quarter (approximately 60% in cost of goods sold, 30% in R&D, and 10% in SG&A) subsequent to 2023.

Lehi, Utah Fab and 3D XPoint

In 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market.

In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale.

Accordingly, we ceased development of 3D XPoint technology and engaged in discussions for the sale of our facility located in Lehi, Utah that was dedicated to 3D XPoint production.

As a result, we classified the property, plant, and equipment as held for sale in 2021, ceased depreciating the assets, and recognized a $435 million restructure and asset impairment charge and a $104 million tax benefit.

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

| Net income attributable to noncontrolling interests | | | — | | | — | | % | — | | | — | | % | (23) | | | — | | % |

43 | 2022 10-K

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.

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.

Our 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 declines in NAND average selling prices.

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 assets.

See “Item 8.

 44

- CNBU revenue increased 34% primarily due to broad-based increases in bit shipments across markets and higher average selling prices for DRAM.

- MBU revenue increased 26% primarily due to increases in bit shipments for high-value mobile MCP products.

- EBU revenue increased 53% primarily due to increases in bit shipments driven by strong demand growth in automotive, industrial, and consumer markets and improved pricing in industrial and consumer markets.

45 | 2022 10-K

- MBU operating income increased primarily due to increases in sales of high-value MCP products, manufacturing cost reductions for low-power DRAM, and increases in DRAM bit shipments.

- EBU operating income increased primarily due to improved pricing in industrial and consumer markets, cost reductions from an increasing mix of leading-edge bits, and higher bit shipments.

- SBU operating income increased primarily due to lower manufacturing costs and increases in bit shipments, partially offset by decreases in selling prices and higher R&D costs.

R&D expenses for 2021 increased 2% as compared to 2020 primarily due to increases in employee compensation and depreciation expense resulting from higher capital spending, partially offset by lower volumes of development and prequalification wafers.

SG&A expenses for 2021 were relatively unchanged as compared to 2020.

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

In 2021, the Lehi facility was classified as held for sale and we recognized a restructure charge of $435 million to write down the assets held for sale to the expected consideration to be received under our agreement with TI.

For further discussion see “Item 8.

Net interest expense for 2021 increased by $66 million as compared to 2020 primarily due to a decrease of $77 million in interest income as a result of decreases in interest rates on our cash and investments.

Our effective tax rate decreased in 2021 as compared to 2020 primarily as a result of a $104 million tax benefit recorded for the discrete $435 million charge to write down the Lehi assets held for sale.

 46

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.

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

47 | 2022 10-K

On November 1, 2021, we issued $1 billion in aggregate principal amount of unsecured 2032 Green Bonds.

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

 48

For 2020, net cash used for financing activities consisted primarily of $4.37 billion of cash payments to reduce our debt, including $2.50 billion to pay down borrowings under our Revolving Credit Facility, $621 million for repayments of IMFT’s debt obligations to Intel, $534 million to prepay our 2025 Notes, $266 million to settle conversions of notes, and $248 million for scheduled repayment of finance leases; $744 million for the acquisition of Intel’s noncontrolling interest in IMFT; and $176 million for the acquisition of 3.6 million shares of our common stock under our share repurchase authorization.

Cash used for financing activities was partially offset by proceeds of $2.50 billion from our Revolving Credit Facility, $1.25 billion from the 2023 Notes, and $1.25 billion from the Extinguished 2024 Term Loan A.

49 | 2022 10-K

As of [removed: September 1, 2022] [added: August 31, 2023] and September [removed: 2, 2021,] [added: 1, 2022,] we had fixed-rate debt with an aggregate carrying value of [removed: $4.03] [added: $7.52] billion and [removed: $3.89] [added: $4.03] billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.

We estimate that, as of [removed: September 1, 2022] [added: August 31, 2023] and September [removed: 2, 2021,] [added: 1, 2022,] a hypothetical 1% decrease in market interest rates would increase the fair value of our fixed-rate debt by approximately [removed: $275] [added: $475] million and [removed: $200] [added: $275] million, respectively.

[removed: As] [added: We estimate that, as] of [added: August 31, 2023 and] September 1, 2022, a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio by approximately [added: $20 million and] $30 [removed: million.][added: million, respectively.]

As of [removed: September 1, 2022] [added: August 31, 2023] and September [removed: 2, 2021,] [added: 1, 2022,] we had floating-rate [removed: debt and] [added: debt, including] fixed-rate debt that is swapped to floating-rate [removed: debt] [added: debt,] with an aggregate principal amount of [added: $4.63 billion and] $2.09 [removed: billion.][added: billion, respectively.]

A hypothetical 1% increase in the interest rates of this floating-rate debt would result in an increase in annual interest expense of [removed: approximately] [added: $46 million and] $21 million as of [removed: September 1, 2022] [added: August 31, 2023] and September [removed: 2, 2021.][added: 1, 2022, respectively.]

Risk Factors.” Changes in [added: foreign] currency exchange rates could materially adversely affect our [added: business,] results of [removed: operations] [added: operations,] or financial condition.

The substantial majority of our sales are transacted in the U.S. dollar; however, significant amounts of our operating [removed: expenditures] [added: expenses] and capital [removed: purchases,] [added: expenditures,] and certain assets and liabilities, are incurred in or exposed to other currencies, primarily the [added: Chinese yuan,] euro, [added: Indian rupee, Japanese yen,] Malaysian ringgit, New Taiwan dollar, [removed: Singapore dollar,] and [removed: yen.][added: Singapore dollar.]

Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a hypothetical 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately [removed: $186] [added: $129] million as of [removed: September 1, 2022] [added: August 31, 2023] and [removed: $122] [added: $186] million as of September [removed: 2, 2021.][added: 1, 2022.]

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

 54

55 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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.

 52

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, [removed: procurement] [added: procurement,] and supply chain.

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

CNBU reported revenue of [removed: $13.69] [added: $5.71] billion in [removed: 2022, $12.28] [added: 2023, $13.69] billion in [removed: 2021,] [added: 2022,] and [removed: $9.18] [added: $12.28] billion in [removed: 2020.][added: 2021.]

CNBU sales in [removed: 2022] [added: 2023] consisted primarily of DRAM products produced on 1x, 1y, 1z, and 1α (1-alpha) technology nodes.

[removed:  8][added: |  | | | | | | | | | Scott R. Allen | | |]

*Client:* CNBU sales to the client market in [removed: 2022] [added: 2023] consisted primarily of DDR4, DDR5, [removed: LPDDR4,] [added: LPDDR5,] and [removed: LPDDR5] [added: LPDDR4] DRAM products.

*Cloud Server:* CNBU sales to the cloud market in [removed: 2022] [added: 2023] consisted primarily of our DDR4 [added: and DDR5] DRAM products.

*Enterprise:* CNBU sales to the enterprise market in [removed: 2022] [added: 2023] consisted primarily of our DDR4 and DDR5 DRAM products.

*Graphics:* CNBU sales to the graphics market in [removed: 2022] [added: 2023] consisted primarily of GDDR6 graphics products.

*Networking:* CNBU sales to the networking market in [removed: 2022] [added: 2023] consisted primarily of DDR4 and [removed: DDR3] [added: DDR5] DRAM products.

In [removed: 2022,] [added: 2023,] demand was driven by 5G infrastructure deployments, data center networking growth, and increasing data transfer requirements across multiple industries.

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

MBU reported revenue of [removed: $7.26] [added: $3.63] billion in [removed: 2022, $7.20] [added: 2023, $7.26] billion in [removed: 2021,] [added: 2022,] and [removed: $5.70] [added: $7.20] billion in [removed: 2020.][added: 2021.]

[removed: *Smartphone:*] [added: *Mobile:*] MBU sales to the [removed: smartphone] [added: mobile] market in [removed: 2022] [added: 2023] consisted primarily of [removed: LPDDR4, LPDDR5,] [added: LPDDR4] and [added: LPDDR5 DRAM and] managed NAND solutions.

5G-enabled [removed: phones] [added: products] require higher DRAM and NAND content per device and the market penetration rate for 5G [removed: smartphones] continued to increase.

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

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

EBU reported revenue of [removed: $5.24] [added: $3.64] billion in [removed: 2022, $4.21] [added: 2023, $5.24] billion in [removed: 2021,] [added: 2022,] and [removed: $2.76] [added: $4.21] billion in [removed: 2020.][added: 2021.]

*Industrial*: EBU sales to the industrial market in [removed: 2022] [added: 2023] consisted primarily of [removed: DDR4 and] DDR3 [added: and DDR4] DRAM, LPDDR4 DRAM, [removed: SLC NAND,] NAND MCPs, and [removed: NOR.][added: SLC NAND.]

*Automotive*: EBU sales to the automotive market in [removed: 2022] [added: 2023] consisted primarily of LPDDR4 [added: and LPDDR5] DRAM, [removed: e.MMC managed NAND,] DDR3 [added: and DDR4] DRAM, and [removed: LPDDR2 DRAM.][added: e.MMC managed NAND.]

*Consumer*: EBU sales to the consumer market in [removed: 2022] [added: 2023] consisted primarily of our LPDDR4 [removed: DRAM, DDR3] [added: and LPDDR5] DRAM, DDR4 [added: and DDR3] DRAM, and SLC NAND.

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

SBU reported revenue of [removed: $4.55] [added: $2.55] billion in [removed: 2022, $3.97] [added: 2023, $4.55] billion in [removed: 2021,] [added: 2022,] and [removed: $3.77] [added: $3.97] billion in [removed: 2020.][added: 2021.]

In [removed: 2022,] [added: 2023,] 176-layer NAND comprised the [removed: the] largest portion of SBU’s NAND bit shipments.

*Enterprise and Cloud SSDs:* SBU sales to the enterprise and cloud SSD markets in [removed: 2022] [added: 2023] consisted primarily of our 5300, [removed: 7400,] [added: 7450, 5400, 9400,] and [removed: 9300] [added: 6500] series SSDs.

[removed:  10][added: |  | | | | | | | | | April S. Arnzen | | |]

*Client SSDs:* SBU sales to the client SSD market in [removed: 2022] [added: 2023] consisted primarily of our 2450, [removed: 3400,] [added: 2400,] and [removed: 2210] [added: 3400] series client SSDs.

*Consumer SSDs:* SBU sales to the consumer SSD market in [removed: 2022] [added: 2023] consisted primarily of our Crucial-branded MX500 and BX500 SATA SSDs and our [removed: P2] [added: P3, P3 Plus, and P5 Plus] PCIe [removed: SSD,] [added: SSDs,] which utilize our NAND QLC and TLC technologies.

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

[removed: *Components and Wafers:*] [added: *Components:*] SBU sales of components in [removed: 2022] [added: 2023] consisted primarily of our [removed: 176-layer] [added: 96-layer, 176-layer,] and [removed: 96-layer] [added: 232-layer] TLC and QLC NAND products.

Collaborating with our customers on their design needs in changing end markets and meeting their timelines for qualifying new [removed: products,] [added: products] allows us to differentiate our memory and storage solutions, which provides greater value to our customers.

Our products are also offered through [removed: independent sales representatives,] distributors, [added: retailers,] and [removed: retailers.][added: independent sales representatives.]

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

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

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

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

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

As we continue to increase our production of high value products and solutions, manufacturing costs are increasingly affected by the costs of application-specific integrated circuit [removed: (ASIC)] [added: (“ASIC”)] controllers and other semiconductors, advanced and complex packaging configurations, and testing at progressively higher performance speeds and quality levels.

[removed:  12][added: |  | | | | | | | | | Manish Bhatia | | |]

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

7 | 2023 10-K

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

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

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

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

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

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

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

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

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

 8

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

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

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

9 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

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

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

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

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

 10

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

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

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

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

11 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

 12

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

13 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| Americas | | | 20 | | % | 20 | | % |

| Europe, Middle East, and Africa | | | 2 | | % | 21 | | % |

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

 14

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

Lehi, Utah Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market.

In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale.

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

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

On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI and closed the sale on October 22, 2021.

In the first quarter of 2022, we received $893 million from TI for the sale of the Lehi facility and disposed of $918 million of net assets, consisting primarily of property, plant, and equipment of $921 million; $55 million of other assets, consisting primarily of a receivable for reimbursement of property taxes, equipment spare parts, and raw materials; and $58 million of liabilities, consisting primarily of a finance lease obligation.

As a result of the disposition of the Lehi facility and other related adjustments, we recognized a loss of $23 million included in restructure and asset impairments in the first quarter of 2022.

In 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection with the definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs.

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

7 | 2022 10-K

Impact of COVID-19 on Our Business

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

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

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

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

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

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

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.

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

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.

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

In 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, 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.

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

Sales primarily consisted of LPDDR4 and managed NAND solutions.

9 | 2022 10-K

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

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.

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

For the fiscal year ended [removed: September 1, 2022][added: August 31, 2023]

[removed: ][added: ]

| [removed: 8000 S. Federal Way, Boise, Idaho] [added: Address of principal executive offices, including zip code] | | | | | | | | | | | | [removed: 83716-9632] [added: 8000 S. Federal Way, Boise, Idaho 83716-9632] | | |

| Registrant’s telephone number, including area code | | | | | | | | | | | | [removed: (208) 368-4000] [added: (208) 368-4000] | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $83.9] [added: $47.9] billion based on the closing price reported on the Nasdaq Global Select Market on March [removed: 3, 2022.][added: 2, 2023.]

The number of outstanding shares of the registrant’s common stock as of September [removed: 30, 2022] [added: 29, 2023] was [removed: 1,087,168,584.][added: 1,098,034,471.]

Portions of the Proxy Statement for the registrant’s Fiscal [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be held on January [removed: 12, 2023] [added: 18, 2024] are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.

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

Micron’s Global [removed: Footprint][added: Presence]

Micron’s global [removed: footprint] [added: presence] map highlights locations that include our manufacturing sites, centers of excellence, customer labs, and large offices.

[removed: ][added:  4]

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[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

| 2023 Notes | | | 2.497% Senior Notes due April 2023, repaid November 2021 | | | | | | [removed: Inotera] [added: GDDR] | | | [removed: Inotera Memories, Inc.] [added: Graphics double data rate] | | |

| 2024 Notes | | | 4.640% Senior Notes due February 2024, repaid November 2021 | | | | | | [removed: Intel] [added: HBM] | | | [removed: Intel Corporation] [added: High-bandwidth memory, a stacked DRAM technology optimized for memory-bandwidth intensive applications] | | |

| [removed: 2024] [added: 2025] Term Loan A | | | Senior Term Loan A due [removed: October 2024] [added: November 2025] | | | | | | LIBOR | | | London Interbank Offered Rate | | |

| [removed: 2025 Notes] [added: 2026 Term Loan A] | | | [removed: 5.500%] Senior [removed: Notes] [added: Term Loan A] due [removed: February 2025, repaid] November [removed: 2019] [added: 2026] | | | | | | LPDDR | | | [removed: Low-Power Double Data Rate] [added: Low-power double data rate] DRAM | | |

| [removed: 2026 Notes] [added: 2027 Term Loan A] | | | [removed: 4.975%] Senior [removed: Notes] [added: Term Loan A] due [removed: February 2026] [added: November 2027] | | | | | | LPDRAM | | | [removed: Low-Power] [added: Low-power] DRAM | | |

| [removed: 2027] [added: 2026] Notes | | | [removed: 4.185%] [added: 4.975%] Senior Notes due February [removed: 2027] [added: 2026] | | | | | | MCP | | | Multichip packaged solutions with managed NAND and LPDRAM | | |

| 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). | | | | | | | | | | | | | | | | | | | | | | | | ☐ | | |


| [Introduction](#ie303c95e6ac9476b802ffa7ae81f6e9f_16) | | | | | | [5](#ie303c95e6ac9476b802ffa7ae81f6e9f_16) | | |

| [PART I](#ie303c95e6ac9476b802ffa7ae81f6e9f_19) | | | | | | | | |

| [PART II](#ie303c95e6ac9476b802ffa7ae81f6e9f_67) | | | | | | | | |

| [PART III](#ie303c95e6ac9476b802ffa7ae81f6e9f_226) | | | | | | | | |

| [PART IV](#ie303c95e6ac9476b802ffa7ae81f6e9f_244) | | | | | | | | |

| [Signatures](#ie303c95e6ac9476b802ffa7ae81f6e9f_259) | | | | | | [101](#ie303c95e6ac9476b802ffa7ae81f6e9f_259) | | |

| 2024 Term Loan A | | | Senior Term Loan A due October 2024 | | | | | | Inotera | | | Inotera Memories, Inc. | | |

| 2029 A Notes | | | 5.327% Senior Notes due February 2029 | | | | | | Multi-Tranche Term Loan Agreement | | | Borrowing agreement executed November 3, 2022 that governs the 2025 Term Loan A, 2026 Term Loan A, and 2027 Term Loan A | | |

| 2029 B Notes | | | 6.750% Senior Notes due November 2029 | | | | | | NRV | | | Net realizable value | | |

| 2030 Notes | | | 4.663% Senior Notes due February 2030 | | | | | | OEM | | | Original equipment manufacturer | | |

| CAC | | | China’s Cyberspace Administration | | | | | | SSD | | | Solid state drive | | |

| EBITDA | | | Earnings before interest, taxes, depreciation, and amortization | | | | | | TLC | | | Triple-level cell (three bits per cell) | | |

| eMCP | | | Embedded multichip packaged solutions with embedded multimedia card storage and LPDDR | | | | | | UFS | | | Universal flash storage | | |

| EUV | | | Extreme ultraviolet lithography | | | | | | uMCP | | | UFS-based MCP | | |

5 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

 6

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| (Address of principal executive offices) | | | | | | | | | | | | (Zip Code) | | |

| | | | | | | | | | | |

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

| Founded on October 5, 1978 Headquartered in Boise, Idaho, USA $30.8B FY22 annual revenue 4th Largest semiconductor company in the world* 127 On the 2022 Fortune 500 51,000+ Patents granted and growing 17 Countries 11 Manufacturing sites and 15 customer labs ~48,000 Team members | | | | | | | | | | |

| | | | It’s All About Data | | | | | | | |

| | | | Data is today’s new business currency, and memory and storage are a critical foundation for the data economy. Memory and storage innovations will help transform society and enable significant value for all. | | | | | | | |

| | | | Who We Are | | | | | | | |

| | | | Micron designs, 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. | | | | | | | |

| | | | Our Vision | | | | | | | |

| | | | As a global leader in memory and storage solutions, we are transforming how the world uses information to enrich life *for all*. By advancing technologies to collect, store and manage data with unprecedented speed and efficiency, we lead the transformation of data to intelligence. In a world of change, we remain nimble, delivering products that help inspire the world to learn, communicate and advance faster than ever. | | | | | | | |

| | | | Our Commitment | | | | | | | |

| *Based on Gartner Market Share: Semiconductors by End Market, Worldwide, 2021 (April 2022), excluding IP/software revenue. Micron data as of September 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*. | | | | |

| Media Inquiries mediarelations@micron.com Government Inquiries govaffairs@micron.com Investor Inquiries investorrelations@micron.com | | | | | | Global Product Portfolio | | | | |

| | | | DRAM \| NAND \| NOR \| Solid-State Drives \| Graphics and High Bandwidth Memory (HBM) \| Managed NAND and Multichip Packages | | |

| Connect with us on micron.com | | | | | | | | | | |

| © 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 09/22. | | | | | | | | | | |


| [Introduction](#i33f53fbad4ce4be5a35a6957af4c5e86_16) | | | | | | [5](#i33f53fbad4ce4be5a35a6957af4c5e86_16) | | |

| [PART I](#i33f53fbad4ce4be5a35a6957af4c5e86_19) | | | | | | | | |

| [PART II](#i33f53fbad4ce4be5a35a6957af4c5e86_67) | | | | | | | | |

| [PART III](#i33f53fbad4ce4be5a35a6957af4c5e86_229) | | | | | | | | |

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

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

 4

| 2032 Green Bonds | | | 2.703% Senior Notes due April 2032 | | | | | | NVMe | | | Hardware interface for SSDs that connect via a PCIe bus | | |

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

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

| HBM2E | | | Second generation HBM | | | | | | UFS | | | Universal Flash Storage | | |

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

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

5 | 2022 10-K

 6

39 | 2022 10-K

[Table of Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)

The following is a summary of our principal facilities as of [removed: September 1, 2022:][added: August 31, 2023:]

We generally utilize all of our manufacturing capacity; however, a portion of our [removed: MTU facility was] [added: facilities were] underutilized for [removed: 2022, 2021, and 2020.][added: 2023 due to industry conditions.]

Construction of the fab [removed: is expected to begin] [added: began] in [removed: calendar] [added: October] 2023 with DRAM production targeted to start in calendar [removed: 2025.][added: 2025 and first output in early calendar 2026.]

We [removed: 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.

See “Part II – Item [removed: 8.][added: 7.]

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

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]


Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding our current underutilization.

 40

On August 21, 2023 we announced that two of our subsidiaries had each submitted full applications on August 18, 2023 for federal funding in the form of grants under the CHIPS Act for both of these projects.

We are also advancing our global back-end assembly and test network in order to support our product portfolio and extend our ability to deliver on global customer demand in the future.

We intend to make investments at our backend facility in Xi’an, China, including a new building to provide space to add more product capability, to allow us over time to serve more of the demand from our customers in China from the Xi’an facility.

We also intend to build a new assembly and test facility in Gujarat, India to address demand in the latter half of this decade.

For a breakout of the carrying value of our long-lived assets by geographic area see “Part II – Item 8.


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

 40

As of September [removed: 30, 2022,] [added: 29, 2023,] there were approximately [removed: 1,768] [added: 1,719] shareholders of record of our common stock.

On September [removed: 29, 2022, we announced that] [added: 27, 2023,] our Board of Directors [removed: had] declared a quarterly dividend of $0.115 per share, payable in cash on October [removed: 26, 2022,] [added: 25, 2023,] to shareholders of record as of the close of business on October [removed: 11, 2022.][added: 10, 2023.]

The information required by this item is incorporated by reference from the information to be included in our [removed: 2022] [added: 2023] Proxy Statement under the section entitled “Equity Compensation Plan Information,” which will be filed with the SEC within 120 days after [removed: September 1, 2022.][added: August 31, 2023.]

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

In [removed: May] 2018, we announced that our Board of Directors authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans.

Those withheld shares of common stock are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded from [removed: the amounts in the table above.][added: this Item 5.]

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: 2017,] [added: 2018,] through August 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

The performance graph above assumes $100 was invested on August 31, [removed: 2017] [added: 2018] in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).

| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

41 | 2023 10-K

During the quarter ended August 31, 2023, we did not repurchase any common stock under the authorization and as of August 31, 2023, $3.11 billion of the authorization remained available for the repurchase of our common stock.

 42

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| Micron Technology, Inc. | | | $ | 100 | | $ | 86 | | $ | 87 | | $ | 140 | | $ | 108 | | $ | 135 | |

| S&P 500 Composite Index | | | 100 | | | 103 | | | 125 | | | 165 | | | 146 | | | 169 | | |

| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 110 | | | 168 | | | 257 | | | 204 | | | 283 | | |

41 | 2022 10-K

| | | | | | | | | | | | | | | | | | | | | |

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

| Period | | | | | | | | | Total number of shares purchased | | | Average price paid per share | | | Total number of shares purchased as part of publicly announced plans or programs | | | Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs (in millions) | | |

| 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 | | |

 42

| 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 | | |

43 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| [Consolidated Statements of [removed: Operations](#i33f53fbad4ce4be5a35a6957af4c5e86_103)] [added: Operations](#ie303c95e6ac9476b802ffa7ae81f6e9f_103)] | | | [removed: [54](#i33f53fbad4ce4be5a35a6957af4c5e86_103)] [added: [57](#ie303c95e6ac9476b802ffa7ae81f6e9f_103)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i33f53fbad4ce4be5a35a6957af4c5e86_106)] [added: Income](#ie303c95e6ac9476b802ffa7ae81f6e9f_106) (Loss)] | | | [removed: [55](#i33f53fbad4ce4be5a35a6957af4c5e86_106)] [added: [58](#ie303c95e6ac9476b802ffa7ae81f6e9f_106)] | | |

| [Consolidated Balance [removed: Sheets](#i33f53fbad4ce4be5a35a6957af4c5e86_109)] [added: Sheets](#ie303c95e6ac9476b802ffa7ae81f6e9f_109)] | | | [removed: [56](#i33f53fbad4ce4be5a35a6957af4c5e86_109)] [added: [59](#ie303c95e6ac9476b802ffa7ae81f6e9f_109)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i33f53fbad4ce4be5a35a6957af4c5e86_112)] [added: Equity](#ie303c95e6ac9476b802ffa7ae81f6e9f_112)] | | | [removed: [57](#i33f53fbad4ce4be5a35a6957af4c5e86_112)] [added: [60](#ie303c95e6ac9476b802ffa7ae81f6e9f_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i33f53fbad4ce4be5a35a6957af4c5e86_115)] [added: Flows](#ie303c95e6ac9476b802ffa7ae81f6e9f_115)] | | | [removed: [58](#i33f53fbad4ce4be5a35a6957af4c5e86_115)] [added: [61](#ie303c95e6ac9476b802ffa7ae81f6e9f_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i33f53fbad4ce4be5a35a6957af4c5e86_118)] [added: Statements](#ie303c95e6ac9476b802ffa7ae81f6e9f_118)] | | | [removed: [59](#i33f53fbad4ce4be5a35a6957af4c5e86_118)] [added: [62](#ie303c95e6ac9476b802ffa7ae81f6e9f_118)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i33f53fbad4ce4be5a35a6957af4c5e86_214) 238[)](#i33f53fbad4ce4be5a35a6957af4c5e86_214)] [added: ID](#ie303c95e6ac9476b802ffa7ae81f6e9f_211) 238[)](#ie303c95e6ac9476b802ffa7ae81f6e9f_211)] | | | [removed: [88](#i33f53fbad4ce4be5a35a6957af4c5e86_214)] [added: [91](#ie303c95e6ac9476b802ffa7ae81f6e9f_211)] | | |

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

| For the year ended | | | [added: August 31, 2023 | | |] September 1, 2022 | | | September 2, 2021 | | | [removed: September 3, 2020 | | |]

| Revenue | | | $ | [removed: 30,758] [added: 15,540] | | $ | [removed: 27,705] [added: 30,758] | | $ | [removed: 21,435] [added: 27,705] | |

| Cost of goods sold | | | [removed: 16,860] [added: 16,956] | | | [removed: 17,282] [added: 16,860] | | | [removed: 14,883] [added: 17,282] | | |

| Gross margin | | | [removed: 13,898] [added: (1,416)] | | | [removed: 10,423] [added: 13,898] | | | [removed: 6,552] [added: 10,423] | | |

| Research and development | | | [removed: 3,116] [added: 3,114] | | | [removed: 2,663] [added: 3,116] | | | [removed: 2,600] [added: 2,663] | | |

| Selling, general, and administrative | | | [removed: 1,066] [added: 920] | | | [removed: 894] [added: 1,066] | | | [removed: 881] [added: 894] | | |

| Restructure and asset impairments | | | [removed: 48] [added: 171] | | | [removed: 488] [added: 48] | | | [removed: 60] [added: 488] | | |

| Other operating (income) expense, net | | | [removed: (34)] [added: 124] | | | [removed: 95] [added: (34)] | | | [removed: 8] [added: 95] | | |

| Operating income [added: (loss)] | | | [removed: 9,702] [added: (5,745)] | | | [removed: 6,283] [added: 9,702] | | | [removed: 3,003] [added: 6,283] | | |

| Interest income | | | [removed: 96] [added: 468] | | | [removed: 37] [added: 96] | | | [removed: 114] [added: 37] | | |

| Interest expense | | | [removed: (189)] [added: (388)] | | | [removed: (183)] [added: (189)] | | | [removed: (194)] [added: (183)] | | |

| Other non-operating income (expense), net | | | [removed: (38)] [added: 7] | | | [removed: 81] [added: (38)] | | | [removed: 60] [added: 81] | | |

| | | | [removed: 9,571] [added: (5,658)] | | | [removed: 6,218] [added: 9,571] | | | [removed: 2,983] [added: 6,218] | | |

| Income tax (provision) benefit | | | [removed: (888)] [added: (177)] | | | [removed: (394)] [added: (888)] | | | [removed: (280)] [added: (394)] | | |

| Equity in net income (loss) of equity method investees | | | [removed: 4] [added: 2] | | | [removed: 37] [added: 4] | | | [removed: 7] [added: 37] | | |

| Net income [added: (loss)] | | | [removed: 8,687] [added: $] | [added: (5,833)] | | [removed: 5,861] [added: $] | [added: 8,687] | | [removed: 2,710] [added: $] | [added: 5,861] | |

| Net income [removed: attributable to Micron] [added: (loss)] | | | $ | [removed: 8,687] [added: (5,833)] | | $ | [removed: 5,861] [added: 8,687] | | $ | [removed: 2,687] [added: 5,861] | |

| Earnings [added: (loss)] per share | | | | | | | | | | | |

| Basic | | | $ | [removed: 7.81] [added: (5.34)] | | $ | [removed: 5.23] [added: 7.81] | | $ | [removed: 2.42] [added: 5.23] | |

| Diluted | | | [removed: 7.75] [added: (5.34)] | | | [removed: 5.14] [added: 7.75] | | | [removed: 2.37] [added: 5.14] | | |

| Basic | | | [removed: 1,112] [added: 1,093] | | | [removed: 1,120] [added: 1,112] | | | [removed: 1,110] [added: 1,120] | | |

| Diluted | | | [removed: 1,122] [added: 1,093] | | | [removed: 1,141] [added: 1,122] | | | [removed: 1,131] [added: 1,141] | | |

Consolidated Statements of Comprehensive [removed: Income][added: Income (Loss)]

| Net income [added: (loss)] | | | $ | [added: (5,833) | | $ |] 8,687 | | $ | 5,861 | | [removed: $] | [removed: 2,710] | | [added: | | |]

| Gains (losses) on derivative instruments | | | [removed: (516)] [added: 234] | | | [removed: (67)] [added: (516)] | | | [removed: 46] [added: (67)] | | |

| [removed: Gains] [added: Unrealized gains] (losses) on investments | | | [removed: (48)] [added: 6] | | | [removed: (7)] [added: (48)] | | | [removed: 1] [added: (7)] | | |

| Foreign currency translation adjustments | | | [removed: (1)] [added: (3)] | | | [removed: 2] [added: (1)] | | | [removed: —] [added: 2] | | |

| Pension liability adjustments | | | [removed: 3] [added: 11] | | | 3 | | | [removed: 15] [added: 3] | | |

| Other comprehensive income (loss) | | | [removed: (562)] [added: 248] | | | [removed: (69)] [added: (562)] | | | [removed: 62] [added: (69)] | | |

| Total comprehensive income [added: (loss)] | | | [removed: 8,125] [added: $] | [added: (5,585)] | | [removed: 5,792] [added: $] | [added: 8,125] | | [removed: 2,772] [added: $] | [added: 5,792] | |

| As of | | | [removed: September 1, 2022] [added: August 31, 2023] | | | September [removed: 2, 2021] [added: 1, 2022] | | |

| Cash and equivalents | | | $ | [removed: 8,262] [added: 8,577] | | $ | [removed: 7,763] [added: 8,262] | |

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| Dividends and dividend equivalents declared ($0.460 per share) | | | — | | | — | | | — | | | (509) | | | — | | | — | | | (509) | | |

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

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| For the year ended | | | August 31, 2023 | | | September 1, 2022 | | | September 2, 2021 | | | | | | | | |

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

| Goodwill impairment | | | 101 | | | — | | | — | | | | | | | | |

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

63 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

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

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

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

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

65 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

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

| | | | 8,577 | | | $ | 1,017 | | $ | 844 | | $ | 10,438 | | | | | 8,262 | | | $ | 1,069 | | $ | 1,647 | | $ | 10,978 | |

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

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

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

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

| | | | $ | 2,443 | | $ | 5,130 | |

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

| | | | $ | 8,387 | | $ | 6,663 | |

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

53 | 2022 10-K

| Net income attributable to noncontrolling interests | | | — | | | — | | | (23) | | |

 54

| Comprehensive income attributable to noncontrolling interests | | | — | | | — | | | (23) | | |

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

55 | 2022 10-K

| Assets held for sale | | | 13 | | | 974 | | |

 56

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | Micron Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

57 | 2022 10-K

| | | | | | | | | | | | | | | | | | |

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

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

| Acquisition of noncontrolling interest in IMFT | | | — | | | — | | | (744) | | | | | | | | |

| Other | | | 211 | | | 140 | | | 107 | | | | | | | | |

 58

See

information.

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

59 | 2022 10-K

Other incentives are recognized as other operating income.

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

 60

61 | 2022 10-K

On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI and closed the sale on October 22, 2021.

As a result of the disposition of the Lehi facility and other related adjustments, we recognized a loss of $23 million included in restructure and asset impairments in the first quarter of 2022.

In 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection with the definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs.

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

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

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

 62

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

| As of | | | September 2, 2021 | | |

| Impairment | | | (435) | | |

During the fourth quarter of [removed: 2022,] [added: 2023,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of [removed: September 1, 2022.][added: August 31, 2023.]

The effectiveness of our internal control over financial reporting as of [removed: September 1, 2022] [added: August 31, 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Form 10-K.

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[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

Securities Trading Plans of Directors and Executive Officers

The following director and officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:

On May 15, 2023, Sanjay Mehrotra, our President, Chief Executive Officer and Director, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 812,284 shares of our common stock, including up to 612,284 shares subject to outstanding stock options, which were granted in calendar 2017 and would otherwise expire in calendar 2025.

The remaining shares subject to the trading arrangement are shares acquired by Mr. Mehrotra pursuant to our Restricted Stock Awards.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The first date that sales of any shares were permitted to be sold under the trading arrangement was August 14, 2023, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until May 8, 2025, or earlier if all transactions under the trading arrangement are completed.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.

None.

91 | 2022 10-K

[Table of Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our [removed: 2022] [added: 2023] Proxy Statement which will be filed with the SEC within 120 days after [removed: September 1, 2022] [added: August 31, 2023] and is incorporated herein by reference.

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

95 | 2023 10-K

 92

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

| Year ended September 1, 2022 | | | [removed: $ |] 233 | | [removed: $] | 241 | | [removed: $] | (3) | | [removed: $] | 471 | | [added: |]

[removed:  94][added: | 4.12 | | | [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex412-descriptionof.htm) | | | | | | 10-K | | | 9/1/22 | | | 4.12 | | | 10/7/22 | | |]

| 4.6 | | | [Form of Note for Micron Technology, Inc.’s 4.185% Senior Notes due 2027 (included in Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[5](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] [added: 4.5)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.3 | | | 7/12/19 | | |

| 4.7 | | | [Form of Note for Micron Technology, Inc.’s 4.663% Senior Notes due 2030 (included in Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[5](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)[)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] [added: 4.5)](https://www.sec.gov/Archives/edgar/data/723125/000110465919040167/a19-12548_4ex4d2.htm)] | | | | | | 8-K | | | | | | 4.4 | | | 7/12/19 | | |

| 10.2* | | | [Amended and Restated 2004 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1062004equityince.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312522000072/a2023q1ex101-ar2004eip.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | [removed: 9/1/16] [added: 12/1/22] | | | [removed: 10.6] [added: 10.1] | | | [removed: 10/28/16] [added: 12/22/22] | | |

| 10.3* | | | [2004 Equity Incentive Plan Forms of Agreement and Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/723125/000072312516000269/a2016q4ex1072004termsandco.htm)] [added: Conditions](https://www.sec.gov/Archives/edgar/data/723125/000072312522000072/a2023q1ex102-2004planterms.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | [removed: 9/1/16] [added: 12/1/22] | | | [removed: 10.7] [added: 10.2] | | | [removed: 10/28/16] [added: 12/22/22] | | |

| 10.5* | | | [2007 Equity Incentive Plan Forms of Agreement and Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/723125/000072312522000004/a2022q1ex101-2007planterms.htm)] [added: Conditions](https://www.sec.gov/Archives/edgar/data/723125/000072312522000072/a2023q1ex103-2007planterms.htm)] | | | | | | 10-Q | | | [removed: 12/2/21] [added: 12/1/22] | | | [removed: 10.1] [added: 10.3] | | | [removed: 1/6/22] [added: 12/22/22] | | |

| 10.10* | | | [Deferred Compensation Plan, as [removed: amended](https://www.sec.gov/Archives/edgar/data/723125/000072312522000036/a2022q3ex102-deferredcompe.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex1010-deferredcomp.htm)] | | | [added: X] | | | [removed: 10-Q] | | | [removed: 6/2/22] | | | [removed: 10.2] | | | [removed: 7/1/22] | | |

| 10.11* | | | [Amended and Restated Executive [removed: Agreement](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex1011-arexecagtmeh.htm) [by] [added: Agreement by] and between Micron Technology, Inc. and Sanjay Mehrotra](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex1011-arexecagtmeh.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 9/1/22] | | | [added: 10.11] | | | [added: 10/7/22] | | |

| 10.15* | | | [Micron Technology, Inc. Employee Stock [removed: Purchase](https://www.sec.gov/Archives/edgar/data/723125/000072312522000036/a2022q3ex101-employeestock.htm) [Plan,] [added: Purchase Plan,] as amended and restated](https://www.sec.gov/Archives/edgar/data/723125/000072312522000036/a2022q3ex101-employeestock.htm) | | | | | | 10-Q | | | 6/2/22 | | | 10.1 | | | 7/1/22 | | |

| 10.16* | | | [Severance Benefits [removed: for](https://www.sec.gov/Archives/edgar/data/723125/000072312522000036/a2022q3ex103-benefitsforma.htm) [Mark] [added: for Mark] Murphy](https://www.sec.gov/Archives/edgar/data/723125/000072312522000036/a2022q3ex103-benefitsforma.htm) | | | | | | 10-Q | | | 6/2/22 | | | 10.3 | | | 7/1/22 | | |

| 21.1 | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex211-subsidiarieso.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex211-subsidiarieso.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex231-consentofinde.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex231-consentofinde.htm)] | | | X | | | | | | | | | | | | | | |

| 31.1 | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex311-ceocert.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex311-ceocert.htm)] | | | X | | | | | | | | | | | | | | |

| 31.2 | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex312-cfocert.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex312-cfocert.htm)] | | | X | | | | | | | | | | | | | | |

| 32.1 | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. [removed: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex321-906ceocert.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex321-906ceocert.htm)] | | | X | | | | | | | | | | | | | | |

| 32.2 | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. [removed: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex322-906cfocert.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex322-906cfocert.htm)] | | | X | | | | | | | | | | | | | | |

 96

| Year ended August 31, 2023 | | | $ | 471 | | $ | 58 | | $ | (1) | | $ | 528 | |

97 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| 4.13 | | | [Fifth Supplemental Indenture, dated as of October 31, 2022, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/723125/000072312522000051/a2023q1ex42-supplementalin.htm) | | | | | | 8-K | | | | | | 4.2 | | | 10/31/22 | | |

| 4.14 | | | [Form of Note for Micron Technology, Inc.’s 6.750% Senior Notes due 2029 (included in Exhibit 4.13)](https://www.sec.gov/Archives/edgar/data/723125/000072312522000051/a2023q1ex42-supplementalin.htm) | | | | | | 8-K | | | | | | 4.3 | | | 10/31/22 | | |

| 4.15 | | | [Sixth Supplemental Indenture, dated as of February 9, 2023, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/723125/000072312523000014/a2023q2ex43-supplementalin.htm) | | | | | | 8-K | | | | | | 4.3 | | | 2/9/23 | | |

| 4.16 | | | [Form of Note for Micron Technology, Inc.’s 5.875% Senior Notes due 2033 (included in Exhibit 4.15)](https://www.sec.gov/Archives/edgar/data/723125/000072312523000014/a2023q2ex43-supplementalin.htm) | | | | | | 8-K | | | | | | 4.5 | | | 2/9/23 | | |

| 4.17 | | | [Seventh Supplemental Indenture, dated as of April 11, 2023, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/723125/000072312523000026/a2023q3ex42-supplementalin.htm) | | | | | | 8-K | | | | | | 4.2 | | | 4/11/23 | | |

| 4.18 | | | [Form of Note for Micron Technology, Inc.’s 5.375% Senior Notes due 2028 (included in Exhibit 4.17)](https://www.sec.gov/Archives/edgar/data/723125/000072312523000026/a2023q3ex42-supplementalin.htm) | | | | | | 8-K | | | | | | 4.3 | | | 4/11/23 | | |

| 4.19 | | | [Form of Note for Micron Technology, Inc.’s 5.875% Senior Notes due 2033 (included in Exhibit 4.17)](https://www.sec.gov/Archives/edgar/data/723125/000072312523000026/a2023q3ex42-supplementalin.htm) | | | | | | 8-K | | | | | | 4.4 | | | 4/11/23 | | |

 98

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| 10.19 | | | [Term Loan Credit Agreement, dated as of November 3, 2022, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto, and each financial institution party from time to time thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312522000072/a2023q1ex104-creditagreeme.htm) | | | | | | 10-Q | | | 12/1/22 | | | 10.4 | | | 12/22/22 | | |

| 10.20 | | | [Incremental Amendment No. 1, dated as of January 5, 2023, to the Term Loan Credit Agreement, dated as of November 3, 2022, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312523000022/a2023q2ex101-creditagreeme.htm) | | | | | | 10-Q | | | 3/2/23 | | | 10.1 | | | 3/29/23 | | |

| 10.21 | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312523000022/a2023q2ex103-amendmentno12.htm) | | | | | | 10-Q | | | 3/2/23 | | | 10.3 | | | 3/29/23 | | |

| 10.22 | | | [Amendment No. 2 to Term Loan Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312523000022/a2023q2ex102-amendmentno22.htm) | | | | | | 10-Q | | | 3/2/23 | | | 10.2 | | | 3/29/23 | | |

| 10.23 | | | [Amendment No. 1 to Credit Agreement, dated as of March 27, 2023, by and among Micron Technology, Inc., as borrower, HSBC Bank USA, National Association, as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/723125/000072312523000022/a2023q2ex104-amendmentno12.htm) | | | | | | 10-Q | | | 3/2/23 | | | 10.4 | | | 3/29/23 | | |

| 10.24* | | | [Form of Consent for Named Executive Officers](https://www.sec.gov/Archives/edgar/data/723125/000072312523000022/a2023q2ex105-formofconsent.htm) | | | | | | 10-Q | | | 3/2/23 | | | 10.5 | | | 3/29/23 | | |

| 10.25 | | | [Amendment No. 2 to Credit Agreement, dated as of June 7, 2023, by HSBC Bank USA, National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/723125/000072312523000041/a2023q3ex101-amendmentno22.htm) | | | | | | 10-Q | | | 6/1/23 | | | 10.1 | | | 6/29/23 | | |

| 10.26 | | | [Amendment No. 2 to Term Loan Credit Agreement, dated as of June 7, 2023, by Wells Fargo Bank, National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/723125/000072312523000041/a2023q3ex102-amendmentno22.htm) | | | | | | 10-Q | | | 6/1/23 | | | 10.2 | | | 6/29/23 | | |

99 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

| | | | | | | | | | | | | | | | | | | | | |

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

| Exhibit Number | | | Description of Exhibit | | | Filed Herewith | | | Form | | | Period Ending | | | Exhibit/ Appendix | | | Filing Date | | |

| 97.1 | | | [C](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex971-compensationr.htm)[ompensation Recoupment (Clawback) Policy, as amended and restated](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex971-compensationr.htm) | | | X | | | | | | | | | | | | | | |

93 | 2022 10-K

| Year ended September 3, 2020 | | | 277 | | | 20 | | | (3) | | | 294 | | |

| 4.12 | | | [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/723125/000072312522000048/a2022q4ex412-descriptionof.htm) | | | X | | | | | | | | | | | | | | |

95 | 2022 10-K

[Table of [removed: Contents](#i33f53fbad4ce4be5a35a6957af4c5e86_13)][added: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)]

| Date | | | October [removed: 7, 2022] [added: 6, 2023] | | | By: | | | */s/ Mark Murphy* | | |

| */s/ Sanjay Mehrotra* | | | President and | | | October [removed: 7, 2022] [added: 6, 2023] | | |

| */s/ Mark Murphy* | | | Executive Vice President and | | | October [removed: 7, 2022] [added: 6, 2023] | | |

| */s/ Scott Allen* | | | Corporate Vice President and | | | October [removed: 7, 2022] [added: 6, 2023] | | |

| */s/ Richard M. Beyer* | | | Director | | | October [removed: 7, 2022] [added: 6, 2023] | | |