Micron Technology (MU) 10-K risk factor changes: FY2024 vs FY2023

- achieving or maintaining certain [removed: performance or other obligations] [added: outcomes and the compliance requirements] associated with incentives from various governments;

- availability and quality of materials, supplies, [added: electrical power, water,] and capital [removed: equipment and] [added: equipment, or] dependency on third-party service providers;

- breaches of our security systems or products, [added: systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions of our systems] or those of our customers, suppliers, or business partners;

- environmental, social, and governance [removed: considerations;][added: expectations or standards;]

- [removed: legal proceedings] [added: legal, regulatory] and [added: administrative investigations, inquiries, proceedings, and] claims; and

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

[removed: Since 2017,] [added: In the past five years,] annual percentage changes in DRAM average selling prices have ranged from [removed: approximately] plus [removed: 35%] [added: low-teen percentage range] to a minus [removed: high-40s percent] [added: high-40%] range.

[removed: Since 2017,] [added: In the past five years,] annual percentage changes in NAND average selling prices have ranged from [removed: nearly flat] [added: plus low-30%] to a minus [removed: low-50s percent] [added: low-50%] range.

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

[removed: Our] [added: In addition to the impact of our average selling prices, our] gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes and product designs.

- new products that may require relatively larger die [removed: sizes;][added: sizes or advanced packaging technologies;]

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding [removed: our current underutilization.][added: recent underutilization charges.]

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

[removed: ] [added: ] 22

In [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] was from products shipped to customer locations outside the United States.

Following the May [removed: 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.

Further actions by the Chinese [removed: government] [added: government, through CAC action or other means,] could impact [removed: 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.

A majority of our DRAM production output in [removed: 2023] [added: 2024] was from our fabrication facilities in [removed: Taiwan] [added: Taiwan,] and any loss of output could have a material adverse effect on us.

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

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

We and our competitors generally seek to increase [removed: wafer output,] [added: supply to address growing market demands,] improve yields, and reduce die size, which could result in significant increases in worldwide supply and downward pressure on prices.

[removed: ] [added: ] 24

These barriers include [added: achieving acceptable yields and quality for HBM products with their multiple memory chip layers,] potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, [added: developing advanced packaging solutions,] improving power consumption and reliability, and delivering advanced features and higher performance.

We have [removed: announced our intent to expand] [added: commenced expansion of] our production capacity [removed: and/or make capital investments] in the United States and in other regions where we operate.

[removed: These] [added: In addition, these] expansions involve several risks including the following:

- [added: inability to meet] capital expenditure requirements for capacity [removed: expansions] [added: expansions, including] during periods of relatively low free cash flow generation, resulting from challenging memory and storage industry conditions;

- [removed: availability] [added: unavailability] of necessary funding, which may include external sources;

- [removed: ability] [added: inability] to realize expected grants, investment tax credits, and other government incentives, including through the U.S. CHIPS and Science Act of 2022 (“CHIPS Act”) and other national, international, state, and local grants;

- [removed: ability] [added: inability] to complete construction as scheduled and within budget;

- [removed: ability] [added: inability] to timely ramp production in a cost-effective manner;

- [removed: sufficient] [added: insufficient] customer demand to utilize our increased capacity.

Our incentives from various governments are [removed: conditional] [added: conditioned] upon achieving or maintaining certain [removed: performance or other obligations] [added: outcomes] and [added: the compliance requirements and] are subject to reduction, termination, clawback, or could impose certain limitations on our business.

We have received, and may in the future continue to receive, benefits and incentives from national, state, and local governments in various regions of the world designed to encourage us to establish, maintain, or increase investment, workforce, [added: research and development,] or production in those regions.

[removed: These incentives] [added: Our future business plans are impacted by obtaining these government incentives, which] may take various forms, including grants, [removed: loan] subsidies, [added: loans,] and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology [removed: deployment,] [added: deployment] or [added: development milestones, construction or production milestones, or] research and development activities to qualify for such incentives or could restrict us from undertaking certain activities.

We may be unable to obtain [removed: significant] [added: sufficient] future incentives to continue to fund a portion of our capital expenditures and operating costs, without which our cost structure [removed: would] [added: may] be adversely [removed: impacted.][added: impacted and planned capital expenditures and research and development expenditures may be affected.]

We also cannot guarantee that we will successfully achieve [removed: performance] or [removed: other obligations required] [added: maintain outcomes or satisfy the compliance requirements] to qualify for these incentives or that the granting agencies will provide [added: or continue to provide] such funding.

[removed: ] [added: ] 26

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

Shortages or increases in lead times have occurred in the past, are currently occurring with respect to some materials and components, and may occur from time to time in the [removed: future.][added: future because of the nature of the industry.]

Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers, analog integrated circuits, and other components used in some of our products and with outsourced semiconductor foundries, assembly and test providers, contract manufacturers, logistics carriers, and other service providers, including providers of [added: maintenance for our advanced semiconductor manufacturing equipment and providers of] electricity and other utilities.

- uncertainties and outcomes associated with the use and evolution of AI;

21 | 2024 10-K

- increasing complexity of our product portfolio, which may impact operational costs;

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We may not be able to predict or quickly respond to trends in the dynamics of our markets and our customers or changes in customer demand, which could negatively impact our gross margin.

23 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Additionally, rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products.

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Recent technologies, such as generative AI models have emerged, and while they have driven increased demand for HBM and other advanced products in the data center and other markets, the long-term trajectory is unknown and associated demand may fluctuate.

25 | 2024 10-K

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Semiconductor fabs are complex, capital-intensive projects and require specialized knowledge, expertise, experience, and skill sets to construct and operate.

Our construction projects are highly dependent on available sources of materials, and specialized equipment, as well as labor, skilled sub-contractors and other service providers.

Increasing demand, supply constraints, inflation, and other market conditions could result in shortages and higher costs.

Additionally, difficulties in obtaining labor, skilled sub-contractors and other service providers or other resources could result in delays in completion of our construction projects and cost increases, including costs to operate these facilities.

In the United States and in certain other regions, fab building has been uncommon in recent years.

Concurrent semiconductor expansion projects across the industry introduce significant competition for the limited pool of construction talent with requisite expertise and experience in these regions.

As such, expanding production capacity in the United States and certain other regions may introduce more challenges than we would experience in geographies with more established ecosystems.

- delays and potential restrictions related to environmental regulations or permits;

- inability to attract, retain and motivate key talent;

From time to time, we have experienced the impacts from the above items and, because these risks are a characteristic of our business, we expect to experience them in the future.

Depending on the nature and extent of the impact from these risks, we may be unable to produce sufficient capacity in the expected time frame which could result in delays in the completion of our construction projects and increased costs, including costs to operate these facilities.

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

In some cases, these incentives have additional terms and conditions regarding our business operations or governance that are required to be satisfied as a condition to receive incentives or disbursements.

Compliance with these terms and conditions may add complexity to our operations and increase our costs.

For example, we have signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce to receive a grant under the U.S. CHIPS and Science Act of 2022 (“CHIPS Act”).

These preliminary terms may not result in us receiving funding.

27 | 2024 10-K

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Our operations are dependent on a reliable and uninterrupted supply of electrical power and water to our manufacturing facilities.

Any power shortages, capacity constraints, prolonged outages, or significant or unexpected increases in the cost of power could have a material adverse effect on our business, results of operations, or financial condition.

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Additionally, our current or potential future customers may experience cash flow problems and as a result may modify, delay, or cancel plans to purchase our products.

Any inability of our current or potential future customers to pay us for our products may adversely affect our earnings and cash flow.

29 | 2024 10-K

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31 | 2024 10-K

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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.

See “Part II – Item 7.

23 | 2023 10-K

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.

25 | 2023 10-K

- availability of equipment and construction materials;

- availability of the necessary workforce;

27 | 2023 10-K

29 | 2023 10-K

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

Our products are also targets for cyberattacks, including those products utilized in cloud-based environments.

Competition for experienced employees in our industry can be intense.

Our inability to attract, retain, and motivate executives and other employees or effectively manage succession of key roles may inhibit our ability to maintain or expand our business operations.

31 | 2023 10-K

In 2023, we initiated a restructure plan in response to current market conditions.

See “Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Restructure and Asset Impairments” and “Part II – Item 7.

33 | 2023 10-K

Any claim, with or without merit, could result in significant legal fees that could negatively impact our financial results, disrupt our operations, and require significant attention from our management.

35 | 2023 10-K

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

The impact of this tax will depend on our facts in each year, anticipated guidance from the U.S. Department of the Treasury, and other developing global tax legislation.

In December 2022, the European Union (“EU”) member states reached an agreement to implement the minimum tax component (“Pillar Two”) of the OECD’s tax reform initiative.

The directive is expected to be enacted into the national law of the EU member states by December 31, 2023.

If similar directives under Pillar Two are adopted by taxing authorities in other countries where we do business, such changes could have a material adverse effect on our business, results of operations, or financial condition.

We estimate capital expenditures in 2024 for property, plant, and equipment, net of partner contributions, to be slightly above $7 billion.

37 | 2023 10-K

In light of industry conditions, in 2023, we amended the financial covenants in our Revolving Credit Facility and term loan agreements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” and “Part II - Item 8.

In addition, this program will diminish our cash reserves.

39 | 2023 10-K

*This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August [removed: 31, 2023.][added: 29, 2024.]

Fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] each contained 52 weeks.

[removed: The] [added: In contrast, 2023 was a year of weak] memory and storage industry [removed: environment deteriorated sharply in the fourth quarter of 2022 and throughout 2023 due to weak] demand in many end [removed: markets combined with] [added: markets, stemming from] global [removed: and] macroeconomic challenges and [removed: lower demand resulting from] customer actions to reduce inventory levels.

We recognized period costs from fabrication facility underutilization of $382 million in 2023 [added: and $165 million in the first quarter of 2024] due to wafer start reductions.

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

[removed: On March 31,] [added: Also in] 2023, China’s Cyberspace Administration (the “CAC”) [removed: notified us that it was conducting] [added: conducted] a cybersecurity review of our products sold in [removed: China.][added: China and decided that our products presented a cybersecurity risk.]

[removed: As such, the] [added: The] CAC determined that critical information infrastructure operators in China may not purchase Micron products.

[removed:  44][added:  48]

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

The CAC decision has impacted our business, particularly in the domestic data center and networking markets in [removed: China.][added: China, and we have been working to mitigate that impact.]

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

Under the [removed: plan,] [added: 2023 Restructure Plan,] we [removed: expect] [added: reduced] our headcount [removed: reduction to approach] [added: by approximately] 15% by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions.

[removed: In connection with the plan, we] [added: We] incurred restructure charges of $171 million in 2023 primarily related to employee severance costs.

[removed: As a result of the] [added: The] 2023 Restructure Plan, [removed: we expect to realize] [added: which was substantially completed in 2023, yielded estimated] 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.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – [removed: Restructure and Asset Impairments.”][added: Government Incentives.”]

| For the year ended | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Revenue | | | $ | [removed: 15,540] [added: 25,111] | | 100 | | % | $ | [removed: 30,758] [added: 15,540] | | 100 | | % | $ | [removed: 27,705] [added: 30,758] | | 100 | | % |

| Cost of goods sold | | | [removed: 16,956] [added: 19,498] | | | [removed: 109] [added: 78] | | % | [removed: 16,860] [added: 16,956] | | | [removed: 55] [added: 109] | | % | [removed: 17,282] [added: 16,860] | | | [removed: 62] [added: 55] | | % |

| Gross margin | | | [removed: (1,416)] [added: 5,613] | | | [removed: (9)] [added: 22] | | % | [removed: 13,898] [added: (1,416)] | | | [removed: 45] [added: (9)] | | % | [removed: 10,423] [added: 13,898] | | | [removed: 38] [added: 45] | | % |

| Research and development | | | [removed: 3,114] [added: 3,430] | | | [removed: 20] [added: 14] | | % | [removed: 3,116] [added: 3,114] | | | [removed: 10] [added: 20] | | % | [removed: 2,663] [added: 3,116] | | | 10 | | % |

| Selling, general, and administrative | | | [removed: 920] [added: 1,129] | | | [removed: 6] [added: 4] | | % | [removed: 1,066] [added: 920] | | | [removed: 3] [added: 6] | | % | [removed: 894] [added: 1,066] | | | 3 | | % |

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

| Other operating (income) expense, net | | | [removed: 124] [added: (251)] | | | [removed: 1] [added: (1)] | | % | [removed: (34)] [added: 124] | | | [removed: —] [added: 1] | | % | [removed: 95] [added: (34)] | | | — | | % |

| Operating income (loss) | | | [removed: (5,745)] [added: 1,304] | | | [removed: (37)] [added: 5] | | % | [removed: 9,702] [added: (5,745)] | | | [removed: 32] [added: (37)] | | % | [removed: 6,283] [added: 9,702] | | | [removed: 23] [added: 32] | | % |

| Interest income (expense), net | | | [removed: 80] [added: (33)] | | | [removed: 1] [added: —] | | % | [removed: (93)] [added: 80] | | | [removed: —] [added: 1] | | % | [removed: (146)] [added: (93)] | | | [removed: (1)] [added: —] | | % |

| Other non-operating income (expense), net | | | [removed: 7] [added: (31)] | | | — | | % | [removed: (38)] [added: 7] | | | — | | % | [removed: 81] [added: (38)] | | | — | | % |

| Income tax (provision) benefit | | | [removed: (177)] [added: (451)] | | | [removed: (1)] [added: (2)] | | % | [removed: (888)] [added: (177)] | | | [removed: (3)] [added: (1)] | | % | [removed: (394)] [added: (888)] | | | [removed: (1)] [added: (3)] | | % |

| Equity in net income (loss) of equity method investees | | | [removed: 2] [added: (11)] | | | — | | % | [removed: 4] [added: 2] | | | — | | % | [removed: 37] [added: 4] | | | — | | % |

| Net income (loss) | | | $ | [removed: (5,833)] [added: 778] | | [removed: (38)] [added: 3] | | % | $ | [removed: 8,687] [added: (5,833)] | | [removed: 28] [added: (38)] | | % | $ | [removed: 5,861] [added: 8,687] | | [removed: 21] [added: 28] | | % |

Total Revenue: Total revenue for [added: 2024 and] 2023 was [removed: adversely] impacted by the factors described in the section titled “Industry Conditions” above.

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

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

Total revenue for [removed: 2022] [added: 2024] increased [removed: 11%] [added: 62%] as compared to [removed: 2021] [added: 2023] primarily due to increases in sales of both DRAM and NAND products.

- Sales of NAND products increased [removed: 11%] [added: 72%] primarily due to a [removed: high-single-digit percent] [added: low-30% range] increase in bit shipments and a [removed: low-single-digit percent] [added: low-30% percentage range] increase in average selling prices.

Consolidated Gross Margin: Our consolidated gross margin has been [removed: adversely] impacted by the factors described in the section titled “Industry Conditions” [removed: above.][added: above and inventory write-downs in 2023 as detailed in the table below.]

Our consolidated gross margin percentage decreased to negative 9% for 2023 from 45% for 2022 primarily due to declines in average selling prices for both DRAM and [removed: NAND and] [added: NAND,] charges to write down [removed: inventories (as detailed in “Inventory NRV write-downs” below),] [added: inventories,] and $382 million of facility underutilization costs in 2023.

*Inventory NRV write-downs:* Our consolidated gross margin was impacted by charges [added: in 2023] to write down inventories to their estimated [removed: net realizable value] [added: NRV] as a result of declines in average selling prices for both DRAM and NAND.

As charges to write down inventories are recorded in advance of when inventories are sold, costs of goods sold in subsequent periods [removed: are] [added: were] lower than they otherwise would be.

[removed:  46][added:  50]

| For the year ended | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

Throughout 2024, we experienced substantial improvements in pricing and margins.

Increasing demand growth, driven in part by deployment of AI and mostly normal customer inventories, combined with industry-wide supply discipline, resulted in an industry supply and demand balance that substantially improved from 2023 conditions.

We executed well on pricing and improved our financial performance significantly from the start of the year.

We are exiting the year with excellent momentum and an industry-leading product portfolio.

These conditions, which began in the fourth quarter of 2022 and persisted into early 2024, led to significant reductions in average selling prices for both DRAM and NAND and reductions in bit shipments for DRAM.

We experienced declines in revenue across all our business segments and nearly all our end markets throughout 2023.

In manufacturing, we have been fully utilized throughout most of 2024 on our high-volume manufacturing nodes where we are maximizing output against our current capacity, which we have proactively, structurally lowered.

Beginning in the latter part of 2022, we reduced capital expenditures and wafer starts for both DRAM and NAND in response to challenging market conditions and increased levels of our inventories.

In addition, to improve capital efficiency, we redeployed equipment from older technology nodes to support conversions to leading-edge nodes.

Since the number of wafer processing steps is higher for leading-edge nodes, this approach has resulted in a meaningful structural reduction in DRAM and NAND wafer capacity.

We believe this approach to node migration and consequent wafer capacity reduction was adopted across the industry.

Subsequently, fabrication facility underutilization was reduced and principally related to legacy manufacturing capacity.

Accordingly, 2024 period costs beyond the first quarter were not significant.

In connection with improved 2024 market conditions, we reinstated our bonuses and phased out certain other temporary cost-saving measures that were implemented in 2023.

We took significant steps in 2023 to reduce our costs and operating expenses, both on a temporary and ongoing structural basis.

47 | 2024 10-K

These conditions drove a recovery of average selling prices throughout 2024 after significant declines in average selling prices throughout 2023.

- Sales of DRAM products increased 60% primarily due to a mid-40% range increase in bit shipments and a low-teen percentage range increase in average selling prices.

Our consolidated gross margin percentage improved to 22% for 2024 from negative 9% for 2023, as a result of improvements in margins for both DRAM and NAND products, primarily due to increases in average selling prices, and manufacturing cost reductions, the effects of charges to write down inventories to their NRV in 2023 and lower costs in 2024 from the sale of inventories written down in 2023 (as detailed in “Inventory NRV write-downs” below).

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| For the year ended | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | |

- CNBU revenue increased 67% driven by increases in bit shipments and DRAM average selling prices.

- MBU revenue increased 75% primarily due to increases in average selling prices and bit shipments for both mobile DRAM and NAND.

- EBU revenue increased 27% primarily due to increases in bit shipments, partially offset by declines in average selling prices.

49 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| For the year ended | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | |

- EBU operating income decreased primarily due to declines in average selling prices, partially offset by higher bit shipments and cost reductions.

Selling, General, and Administrative: SG&A expenses for 2024 increased 23% as compared to 2023 primarily due to an increase in employee compensation.

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| For the year ended | | | 2024 | | | 2023 | | | 2022 | | |

The change in our effective tax rate for 2024 as compared to 2023 was primarily due to changes in profitability.

Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project, including Pillar Two Model Rules (“Pillar Two”), undertaken by the Organisation for Economic Co-operation and Development (“OECD”).

Nearly all European Union member states have enacted the Pillar Two legislation, which will be effective for us in 2025.

While we do not expect these enacted laws to materially impact our effective tax rate for 2025, additional countries where we operate, including Singapore, have announced plans to adopt Pillar Two legislation.

Enactment of this legislation would become effective for us in 2026 and significantly increase our tax expense.

51 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

We estimate capital expenditures in 2025 for property, plant, and equipment, net of proceeds from government incentives, to be around mid-30% range of revenue for the year.

Actual amounts for 2025 will vary depending on market conditions and may vary from quarter to quarter due to the timing of expenditures and proceeds from government incentives.

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 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.

Impact of China Cyberspace Administration Decision

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

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.

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.

2023 Restructure Plan

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

The 2023 Restructure Plan was substantially completed in 2023.

Further information on restructure activities can be found in “Item 8.

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.

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

45 | 2023 10-K

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

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

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

For 2021, our gross margins included the impact of underutilization costs at MTU of $335 million.

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”).

Concurrently, as of the beginning of the second quarter of 2021, we modified our inventory cost absorption processes used to estimate inventory values, which affects the timing of when costs are recognized.

These changes resulted in a one-time increase to cost of goods sold of approximately $293 million in 2021.

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

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

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

As of August [removed: 31, 2023] [added: 29, 2024] and [removed: September 1, 2022,] [added: August 31, 2023,] we had fixed-rate debt with an aggregate carrying value of [removed: $7.52] [added: $8.52] billion and [removed: $4.03] [added: $7.52] billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.

We estimate that, as of August [removed: 31, 2023] [added: 29, 2024] and [removed: September 1, 2022,] [added: August 31, 2023,] a hypothetical 1% decrease in market interest rates would increase the fair value of our fixed-rate debt by approximately [removed: $475] [added: $520] million and [removed: $275] [added: $475] million, respectively.

We estimate that, as of August [removed: 31, 2023] [added: 29, 2024] and [removed: September 1, 2022,] [added: August 31, 2023,] a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio by approximately $20 [removed: million and $30 million, respectively.][added: million.]

As of August [removed: 31, 2023] [added: 29, 2024] and [removed: September 1, 2022,] [added: August 31, 2023,] we had floating-rate debt, including fixed-rate debt that is swapped to floating-rate debt, with an aggregate principal amount of [removed: $4.63] [added: $2.89] billion and [removed: $2.09] [added: $4.63] 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: $46] [added: $29] million and [removed: $21] [added: $46] million as of August [removed: 31, 2023] [added: 29, 2024] and [removed: September 1, 2022,] [added: August 31, 2023,] respectively.

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

[removed:  54][added:  56]

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

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

We have established currency risk management programs for our monetary assets and [removed: liabilities] [added: liabilities, investments in debt instruments, and forecasted future cash flows] denominated in foreign currencies to hedge against fluctuations in the fair value and volatility of future cash flows caused by changes in currency exchange rates.

Based on monetary assets and liabilities [added: and investments in debt instruments] 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: $129] [added: $480] million as of August [removed: 31, 2023] [added: 29, 2024] and [removed: $186] [added: $129] million as of [removed: September 1, 2022.][added: August 31, 2023.]

We may also hedge currency risk arising from foreign currency-denominated investments in debt instruments with currency forward contracts that generally mature within one year.

57 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

55 | 2023 10-K

Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence [added: (AI)] and [removed: 5G] [added: compute-intensive] applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

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 [removed: engineering,] [added: development,] human resources, procurement, and supply chain.

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

[removed: Sales, Markets,] [added: Products, Market,] and [removed: Products][added: Sales]

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

[removed: Our] [added: Many of our] system-level [removed: solutions, including SSDs and managed NAND,] [added: solutions] combine NAND, a controller, firmware, and in some cases DRAM.

[removed: DRAM:] [added: DRAM:] DRAM products are dynamic random access memory semiconductor devices with low latency that provide high-speed data retrieval with a variety of performance characteristics.

DRAM products lose content when power is turned off (“volatile”) and are most commonly used in [removed: client, cloud server, enterprise, networking,] [added: the data center, client PC,] graphics, industrial, and automotive markets.

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

NAND is used in SSDs for the [removed: enterprise and cloud, client,] [added: data center, client PC, consumer,] and [removed: consumer] [added: automotive] markets and in removable storage markets.

NOR: NOR products are [removed: non-volatile] [added: non-volatile,] re-writable semiconductor memory devices that provide fast read speeds.

CNBU reported revenue of [removed: $5.71] [added: $9.51] billion in [removed: 2023, $13.69] [added: 2024, $5.71] billion in [removed: 2022,] [added: 2023,] and [removed: $12.28] [added: $13.69] billion in [removed: 2021.][added: 2022.]

[removed: *Client:*] CNBU sales to the [removed: client market] [added: data center, PC, and graphics markets] in [removed: 2023] [added: 2024] consisted primarily of [added: our HBM, DDR5 and] DDR4, [removed: DDR5,] LPDDR5, and [removed: LPDDR4] [added: GDDR6] DRAM products.

[added: *PC:*] Our products sold to the client [added: PC] market support both commercial and consumer PC unit growth.

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

As modern servers pack more processing cores into [removed: CPUs,] [added: central processing units (“CPUs”),] the memory bandwidth per CPU core has been decreasing.

[added: *Graphics:*] The graphics market is driven by the need for high-performance and HBM solutions.

In [removed: 2023,] [added: 2024, networking] demand was driven by [removed: 5G infrastructure deployments,] [added: AI and DDR5 platform deployments in] data center networking [removed: growth,] and increasing data transfer requirements across multiple industries.

[removed:  8][added:  6]

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

MBU reported revenue of [removed: $3.63] [added: $6.35] billion in [removed: 2023, $7.26] [added: 2024, $3.63] billion in [removed: 2022,] [added: 2023,] and [removed: $7.20] [added: $7.26] billion in [removed: 2021.][added: 2022.]

[removed: *Mobile:*] MBU sales to the mobile market in [removed: 2023] [added: 2024] consisted primarily of [removed: LPDDR4 and] LPDDR5 [added: and LPDDR4] DRAM and managed NAND solutions.

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

EBU reported revenue of [added: $4.61 billion 2024,] $3.64 billion in 2023, [removed: $5.24 billion in 2022,] and [removed: $4.21] [added: $5.24] billion in [removed: 2021.][added: 2022.]

Our embedded [removed: products] [added: memory and storage solutions] enable [added: intelligent] edge devices [added: in the consumer products market] to store, connect, and transform information in the [removed: internet of things (“IoT”) market and are utilized in a diverse set of applications in the automotive, industrial, and consumer markets.][added: IoT.]

[removed: *Automotive*:] EBU sales to the [removed: automotive market] [added: automotive, industrial, and consumer embedded markets] in [removed: 2023] [added: 2024] consisted primarily of [removed: LPDDR4 and] LPDDR5 [removed: DRAM, DDR3] and [added: LPDDR4 DRAM,] DDR4 [added: and DDR3] DRAM, and [removed: e.MMC] managed NAND.

[added: *Automotive*:] Advancements in autonomous driving, advanced driver-assistance systems, and in-vehicle infotainment systems continue to increase the requirements for high-performing memory and storage products, with higher reliability requirements for leading-edge products.

[removed: In addition, our] [added: Our] products enable increasingly advanced vision and sensor based automated systems to support driver assistance solutions and vehicle safety.

[removed: Our products enable applications in the growing] [added: *Industrial*: The demand for] industrial [added: memory is being fueled by the increasing adoption of] IoT [removed: market, including] [added: devices, automation in manufacturing,] machine-to-machine communication, [removed: factory automation,] transportation, surveillance, retail, and smart infrastructure.

[removed: These embedded] [added: *Consumer embedded*: Embedded] memory and storage solutions are used in a diverse set of consumer products, including service provider and IP set-top boxes, digital home assistants, digital still and video cameras, home networking, [removed: ultra-high definition] [added: ultra-high-definition] televisions, augmented reality and virtual reality [removed: (“AR/VR”)] headsets, and many more applications.

SBU includes SSDs and component-level [added: storage] solutions sold into [removed: enterprise and cloud, client,] [added: the data center, PC,] and consumer [removed: storage] markets.

SBU reported revenue of [removed: $2.55] [added: $4.59] billion in [removed: 2023, $4.55] [added: 2024, $2.55] billion in [removed: 2022,] [added: 2023,] and [removed: $3.97] [added: $4.55] billion in [removed: 2021.][added: 2022.]

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

[removed: *SSDs:*] [added: *Solid State Drives (“SSDs”):*] SSD storage products incorporate NAND, a controller, and firmware [removed: and] [added: to] offer significant performance and features over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, and lower power [removed: consumption.][added: consumption needed to address the growing demands of data-centric workloads, ever-increasing expectations of client users, and the stringent requirements of automotive and industrial applications.]

[removed: *Enterprise and Cloud SSDs:*] SBU sales to the [removed: enterprise and cloud] [added: data center] SSD [added: and PC] markets in [removed: 2023] [added: 2024] consisted primarily of our [removed: 5300, 7450,] [added: 2400,] 5400, [removed: 9400, and] 6500 [added: ION, 7450, 7500, and 9400] series [removed: SSDs.][added: SSDs as well as component NAND sales of QLC and TLC.]

[removed:  10][added:  8]

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

We and our competitors generally seek to increase [removed: wafer output,] [added: supply to address growing market demands,] improve yields, and reduce die size, which could result in significant increases in worldwide supply and downward pressure on prices.

We manufacture our products within our own facilities located in Taiwan, Singapore, Japan, the United States, Malaysia, [removed: and] China, and [added: India and] also utilize subcontractors to perform certain manufacturing processes.

Other factors include the cost and sophistication of manufacturing equipment, equipment utilization, cost of raw materials, labor [removed: productivity,] [added: productivity and cost,] package type, cleanliness of our manufacturing environment, and utilization of subcontractors to perform certain manufacturing processes.

We face intense competition in the semiconductor memory and storage markets.

In 2023, we began shipping the industry’s first 1β (1-beta) production node, which offers further improvements in power efficiency and bit density.

The majority of our DRAM bit production in 2024 was on leading-edge 1α (1-alpha) and 1ß nodes.

We expect volume shipments in 2025 of our next generation of DRAM, the 1γ (1-gamma) node, which will employ EUV lithography production.

*Double Data Rate (“DDR”):* DDR memory transfers data twice per clock cycle resulting in improved speeds, power efficiency, and storage density.

DDR5 is the fifth generation of this technology and offers the critical improvements in bandwidth and power efficiency necessary to meet the growing needs of high-performance computing, AI, and data-intensive applications.

*High-Bandwidth Memory (“HBM”):* A 3D stacked DRAM architecture that utilizes through-silicon via (“TSV”) connections for a more efficient communication between each stack giving it the ability to achieve a higher bandwidth while consuming less power compared to other memory types.

This makes it ideal for applications that require high data throughput and energy efficiency, such as AI applications and high-performance computing.

*Graphics DRAM (“GDDR”):* High performance memory solution designed for graphics cards, gaming consoles, and high-performance computing applications.

GDDR memory is optimized for high-bandwidth workloads encountered by graphics processing units, offering faster data rates and efficient data processing capabilities.

*Low-Power DRAM (“LPDDR”):* Engineered for mobile devices and applications requiring low power consumption.

LPDDR products generally operate at a lower voltage than standard DRAM products and are beneficial to any power conscious application.

The benefits of LPDDR memory are being realized by many market segments including mobile, PC, automotive, and data center.

Total reported DRAM revenue was $17.60 billion in 2024, $10.98 billion in 2023, and $22.39 billion in 2022.

In 2022, we began volume production of 232-layer NAND (“Micron G8 NAND”), the industry’s first eighth-generation NAND.

In 2024, we began volume production of Micron G9 NAND, representative of the industry's ninth-generation 3D NAND node.

Micron G8 and G9 NAND nodes are ramping in high volume and will become an increasing portion of our mix through 2025.

Our NAND Flash includes triple-level cell (“TLC”) and quad-level cell (“QLC”), each with varying levels of storage density, performance, and endurance.

In 2024, we announced shipments of our densest OEM production QLC NAND, built on this technology, with improved storage density and access times.

In 2024, we also began shipping Micron G9 TLC based NAND in SSDs designed to deliver the transfer rates required to meet the low-latency and high-throughput needs of data-centric workloads from AI training and machine learning to unstructured databases, self-driving cars, and cloud computing.

*Managed NAND:* Managed NAND combines NAND flash with a sophisticated controller and firmware in a single package.

This integration allows the memory to manage itself, handling tasks like wear leveling, bad block management, and error correction internally, freeing the host system from these tasks.

Products such as embedded MultiMediaCards (“eMMC”) and universal flash storage (“UFS”) offer solutions that are compact and reliable making them widely used across the mobile, automotive, and industrial markets.

*Multi-Chip Packages (“MCPs”):* Designed to provide high-performance, compact, and efficient memory solutions by integrating multiple types of memory, generally LPDRAM, into a single package.

MCPs are used in embedded internet of things (“IoT”) applications, automotive systems, mobile devices, and industrial devices where space and power efficiency are critical.

Total reported NAND revenue was $7.23 billion in 2024, $4.21 billion in 2023, and $7.81 billion in 2022.

7 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

CNBU includes memory products and solutions sold into the data center, PC, graphics, and networking markets including HBM, DDR, LPDRAM and GDDR, as well as some emerging memory technologies like compute express link (“CXL”) and multi-ranked dual in-line memory module (“MRDIMM”).

*Data center:* CNBU sales to the data center end market were driven primarily by server demand across the cloud and enterprise markets and solutions offered to the networking market.

In 2024, we began volume production of our 8-high 24GB HBM3E with increased bandwidth and superior power efficiency enabled by our advanced 1β process node.

This enhanced version of the third generation of HBM delivers faster data rates, improved thermal response, and a higher monolithic die density within the same package footprint as previous generations.

We have also started shipments of production-capable HBM3E 12-high 36GB units to enable qualifications across the AI ecosystem.

In 2024, we qualified and began shipping our 128GB DDR5 server module, built on a monolithic 32Gb DRAM die and powered by our 1ß node.

This innovative product provides an industry alternative to existing 3D TSV-based solutions to address the rigorous speed and capacity demands of memory-intensive generative AI applications.

We are leveraging our innovative solutions to pioneer the adoption of LPDDR for servers in the data center.

Additionally, we also announced our 256GB MRDIMM module, which further enhances performance and increases DRAM content per server.

The next generation PCs that have been announced contain high-performance neural processing chipsets as well as AI.

We expect these devices will have significantly more DRAM content than today’s average PC.

As AI use cases proliferate to PCs, performance of the memory subsystem becomes more critical.

LPDRAM products, which are engineered to meet standards for performance and power consumption, are sold into smartphone and other mobile-device markets (including client markets for Chromebooks and notebook PCs), as well as into the automotive, industrial, and consumer markets.

7 | 2023 10-K

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

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

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.

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

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

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.

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

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.

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

*Graphics:* CNBU sales to the graphics market in 2023 consisted primarily of GDDR6 graphics products.

*Networking:* CNBU sales to the networking market in 2023 consisted primarily of DDR4 and DDR5 DRAM products.

MBU managed NAND includes embedded multi-media controller (“e.MMC”) and universal flash storage (“UFS”) solutions, each of which combine high-capacity NAND with a high-speed controller and firmware, and eMCP/uMCP products, which combine an e.MMC/UFS solution with LPDRAM.

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.

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

Our 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.

The embedded market has traditionally been characterized by long life-cycle DRAM and non-volatile products manufactured on mature process technologies.

Strong trends of digitization, connectivity, and intelligence in every device, are driving increasing demand in embedded markets for memory and storage products that incorporate leading process technologies.

Our comprehensive and expanding portfolio of DRAM, NAND, and NOR solutions to the automotive market, as well as our extensive customer support network, enable us to maintain our strong leadership position in this market.

*Industrial*: EBU sales to the industrial market in 2023 consisted primarily of DDR3 and DDR4 DRAM, LPDDR4 DRAM, NAND MCPs, and SLC NAND.

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

Our embedded memory and storage solutions enable edge devices in the consumer products market to store, connect, and transform information in the IoT.

9 | 2023 10-K

In 2023, 176-layer NAND comprised the largest portion of SBU’s NAND bit shipments.

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

We offer SSD solutions utilizing our NAND technology to the enterprise and cloud, client, and consumer markets.

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.

The enterprise and cloud storage markets are driven by the growth of applications that store, access, and analyze data in the cloud.

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

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

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

For the fiscal year ended August [removed: 31, 2023][added: 29, 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $47.9] [added: $83.6] billion based on the closing price reported on the Nasdaq Global Select Market on [removed: March 2, 2023.][added: 2/29/2024.]

The number of outstanding shares of the registrant’s common stock as of September [removed: 29, 2023] [added: 27, 2024] was [removed: 1,098,034,471.][added: 1,108,742,682.]

Portions of the Proxy Statement for the registrant’s Fiscal [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be held on January [removed: 18, 2024] [added: 16, 2025] are incorporated by reference into Part [removed: II and Part] III of this Annual Report on Form 10-K.

[removed: ][added: ]

[removed: ][added: ]

][added: (6.21.23).jpg](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/mu-20240829_g3.jpg)]

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[removed: ] [added: ] 4

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

| 2023 Notes | | | 2.497% Senior Notes due April 2023, repaid November 2021 | | | | | | [removed: GDDR] [added: 2033 B Notes] | | | [removed: Graphics double data rate] [added: 5.875% Senior Notes due September 2033] | | |

| 2024 Notes | | | 4.640% Senior Notes due February 2024, repaid November 2021 | | | | | | [removed: HBM] [added: 2041 Notes] | | | [removed: High-bandwidth memory, a stacked DRAM technology optimized for memory-bandwidth intensive applications] [added: 3.366% Senior Notes due November 2041] | | |

| 2024 Term Loan A | | | Senior Term Loan A due October [added: 2024, repaid January 12,] 2024 | | | | | | [removed: Inotera] [added: 2051 Notes] | | | [removed: Inotera Memories, Inc.] [added: 3.477% Senior Notes due November 2051] | | |

| [removed: 2027] [added: 2028] Notes | | | [removed: 4.185%] [added: 5.375%] Senior Notes due [removed: February 2027] [added: April 2028] | | | | | | Micron | | | Micron Technology, Inc. (Parent Company) | | |

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

| [removed: 2033 B] [added: 2031] Notes | | | [removed: 5.875%] [added: 5.300%] Senior Notes due [removed: September 2033] [added: January 2031] | | | | | | Revolving Credit Facility | | | $2.5 billion Revolving Credit Facility due May 2026 | | |

| [removed: Extinguished 2024] [added: 2025] Term Loan A | | | Senior Term Loan A due [removed: October 2024,] [added: November 2025,] repaid May [removed: 2021] [added: 29, 2024] | | | | | | [added: AI] | | | [added: Artificial intelligence] | | |

Fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] each contained 52 weeks.

Specific forward-looking statements include, but are not limited to, statements such as those made regarding expected production ramp of certain products; plans to [added: invest in research and development, including the plans to] implement EUV lithography; [removed: restructure plans and expected related savings;] [added: anticipated technological developments;] potential [removed: increases] [added: change] in our effective tax rate; the timing for construction and ramping of production for [added: our facilities, including] new memory manufacturing fabs in the United States; [removed: intent to make investments at our backend facility in Xi’an, China and build a new assembly and test facility in Gujarat, India; the] receipt [removed: of government grants] and [removed: investment tax credits; estimates] [added: maintenance] of [removed: tax expense for 2024;] [added: government incentives;] the payment of future cash dividends; market conditions and profitability in our industry; [removed: potential write-downs of inventories in] [added: our DRAM and NAND market share;] future [removed: quarters;] [added: demand for our products;] the impact of the Cyberspace Administration of China decision; capital spending in [removed: 2024;] [added: 2025; and] the sufficiency of our cash and [removed: investments; allocation and dispersal of the net proceeds of our 2032 Green Bonds; and results of tax return examinations.][added: investments.]

| [Introduction](#i44cf2ab026324086bde7bd3f1b371f41_16) | | | | | | [5](#i44cf2ab026324086bde7bd3f1b371f41_16) | | |

| [PART I](#i44cf2ab026324086bde7bd3f1b371f41_19) | | | | | | | | |

| [Item 1](#i44cf2ab026324086bde7bd3f1b371f41_2337)[C](#i44cf2ab026324086bde7bd3f1b371f41_2337)[.](#i44cf2ab026324086bde7bd3f1b371f41_2337) | | | [Cybersecurity](#i44cf2ab026324086bde7bd3f1b371f41_2337) | | | [42](#i44cf2ab026324086bde7bd3f1b371f41_2337) | | |

| [PART II](#i44cf2ab026324086bde7bd3f1b371f41_67) | | | | | | | | |

| [PART III](#i44cf2ab026324086bde7bd3f1b371f41_229) | | | | | | | | |

| [PART IV](#i44cf2ab026324086bde7bd3f1b371f41_247) | | | | | | | | |

| [Signatures](#i44cf2ab026324086bde7bd3f1b371f41_262) | | | | | | [102](#i44cf2ab026324086bde7bd3f1b371f41_262) | | |

| 2026 Term Loan A | | | Senior Term Loan A due November 2026 | | | | | | CAC | | | China’s Cyberspace Administration | | |

| 2027 Term Loan A | | | Senior Term Loan A due November 2027 | | | | | | EBITDA | | | Earnings before interest, taxes, depreciation, and amortization | | |

| 2026 Notes | | | 4.975% Senior Notes due February 2026 | | | | | | EUV | | | Extreme ultraviolet lithography | | |

| 2027 Notes | | | 4.185% Senior Notes due February 2027 | | | | | | HBM | | | High-bandwidth memory | | |

| 2032 Green Bonds | | | 2.703% Senior Notes due April 2032 | | | | | | SOFR | | | Secured Overnight Financing Rate | | |

| 2033 A Notes | | | 5.875% Senior Notes due February 2033 | | | | | | SSD | | | Solid state drive | | |

5 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| [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) | | |

| 2025 Term Loan A | | | Senior Term Loan A due November 2025 | | | | | | LIBOR | | | London Interbank Offered Rate | | |

| 2026 Term Loan A | | | Senior Term Loan A due November 2026 | | | | | | LPDDR | | | Low-power double data rate DRAM | | |

| 2027 Term Loan A | | | Senior Term Loan A due November 2027 | | | | | | LPDRAM | | | Low-power DRAM | | |

| 2026 Notes | | | 4.975% Senior Notes due February 2026 | | | | | | MCP | | | Multichip packaged solutions with managed NAND and LPDRAM | | |

| 2028 Notes | | | 5.375% Senior Notes due April 2028 | | | | | | MTU | | | Micron Technology Utah, LLC | | |

| 2032 Green Bonds | | | 2.703% Senior Notes due April 2032 | | | | | | PCIe | | | High-speed motherboard connection for peripheral devices such as storage drives | | |

| 2032D Notes | | | 3.125% Convertible Senior Notes due May 2032, settled August 2021 | | | | | | Qimonda | | | Qimonda AG | | |

| 2033 A Notes | | | 5.875% Senior Notes due February 2033 | | | | | | QLC | | | Quad-level cell (four bits per cell) | | |

| 2041 Notes | | | 3.366% Senior Notes due November 2041 | | | | | | SATA | | | Hardware interface for connecting to storage devices such as hard disk drives and SSDs | | |

| 2051 Notes | | | 3.477% Senior Notes due November 2051 | | | | | | SLC | | | Single-level cell (one bit per cell) | | |

| AI | | | Artificial intelligence | | | | | | SOFR | | | Secured Overnight Financing Rate | | |

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

| DDR | | | Double data rate DRAM | | | | | | TI | | | Texas Instruments Incorporated | | |

| 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 | | |

3D XPoint is a trademark of Intel Corporation or its subsidiaries.

5 | 2023 10-K

 6

41 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats and have integrated these processes into our overall risk management systems and processes.

We have aligned our cybersecurity program with recognized security frameworks such as NIST-CSF (National Institute of Standard and Technologies – CyberSecurity Framework).

We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct regular risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats.

These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Following these risk assessments, we implement and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.

We devote significant resources and designate high-level personnel, including our Chief Security Officer and Chief Information Officer, to manage the risk assessment and mitigation process.

We have implemented technical solutions that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, antimalware functionality, and access controls.

We regularly evaluate, monitor, and improve these solutions.

As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, information technology, legal, compliance and ethics and management.

Personnel at all levels and departments are made aware of our cybersecurity policies through periodic trainings.

We periodically engage assessors, consultants, auditors, or other third parties in connection with our risk assessment processes.

These service providers assist us to design, implement or assess our cybersecurity policies and procedures, as well as to monitor and test our safeguards.

We work with our third-party suppliers and service providers to address the use of appropriate security measures in connection with their work with us.

Like any other technology company operating in today’s environment, we have experienced incidents in the past and may experience them in the future.

However, we have not experienced any cybersecurity incidents that have been determined to be material.

For additional information regarding risks from cybersecurity threats, and their effect on our company, including our business strategy, results of operations, or financial condition, please refer to “Item 1A.

Risk Factors – Risks Related to Our Business, Operations, and Industry – Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.”

Governance

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats.

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face.

Our Board of Directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Security Committee.

 42

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Our Chief Security Officer and our Chief Information Officer report to our Security Committee, which oversees monitoring and incident response, risk mitigation, supply chain security, physical security, product security, insider trust, and other security related items and are primarily responsible to assess and manage our material risks from cybersecurity threats.

Our Chief Security Officer and Chief Information Officer have combined relevant experience of more than 45 years, including over 20 years in cybersecurity, and they oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.

Our Chief Security Officer monitors and stays informed about prevention, detection, mitigation, and remediation efforts through regular communication and reporting from our security team, and through the use of technological tools and software and results from third party assessments.

Our Chief Security Officer and Chief Information Officer provide quarterly briefings to the Security Committee regarding our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like.

Our Security Committee provides regular updates to the Board of Directors on such reports.

In addition, our Chief Security Officer and our Chief Information Officer provide annual briefings to the Board of Directors on cybersecurity risks and activities.

The following is a summary of our principal facilities as of August [removed: 31, 2023:][added: 29, 2024:]

We generally utilize all of our manufacturing capacity; however, a portion of our facilities were underutilized for [added: 2024 and] 2023 due to industry conditions.

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

To support [removed: expected] [added: projected] memory demand in the second half of the decade, we will need to add new DRAM wafer capacity.

Following the enactment of the [added: U.S.] CHIPS [added: and Science] Act [removed: in 2022,] [added: of 2022 (“CHIPS Act”),] we announced plans to invest in two leading-edge memory manufacturing [removed: fabs] [added: fab facilities] in the United States, [removed: contingent] [added: based] on CHIPS Act support through grants and investment tax credits.

Construction of the fab began in October [removed: 2023] [added: 2023,] with [added: meaningful] DRAM [removed: production targeted to start in calendar 2025 and first] output [added: projected] in [removed: early calendar 2026.][added: 2027.]

In addition, in October 2022, we announced plans to build a second leading-edge DRAM manufacturing [removed: fab] [added: facility, consisting of up to four fabs to be built over the next 20-plus years,] in Clay, New York.

We expect construction [added: site preparation] to begin in calendar [removed: 2024,] [added: 2025,] with production anticipated to ramp in the latter half of the decade.

We expect these new fabs to [removed: fulfill] [added: be key to meeting] our requirements for additional wafer capacity starting in the second half of the decade and beyond, in line with industry demand [removed: trends.][added: trends and to maintain an objective of stable bit share.]

We [removed: are] also [removed: advancing] [added: continue to advance] 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 [removed: intend] [added: have started construction] to [removed: make investments at] [added: expand] our [removed: backend] [added: existing assembly and test] facility in Xi’an, China, [removed: 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 [removed: China from the Xi’an facility.][added: China.]

[removed: We] [added: Construction is] also [removed: intend to build a new] [added: progressing for the] assembly and test facility in Gujarat, India to address demand in the latter half of this decade.


| India | | | Component assembly and test, module assembly and test | | |

43 | 2024 10-K

We have signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce for up to $6.1 billion in direct funding under the CHIPS Act for our planned fab in Boise, Idaho and the first two planned fabs in Clay, New York.

We are also eligible for federal loans up to $7.5 billion.

In addition, we receive a 25% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act.

We have also signed a non-binding term sheet with the state of New York that provides up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.

Additionally, we began enablement of cleanroom space within our existing manufacturing fab in Hiroshima, Japan, that will support production of DRAM using EUV lithography.


 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.

 44

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

As of September [removed: 29, 2023,] [added: 27, 2024,] there were approximately [removed: 1,719] [added: 1,636] shareholders of record of our common stock.

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

On September [removed: 27, 2023,] [added: 25, 2024,] our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October [removed: 25, 2023,] [added: 23, 2024,] to shareholders of record as of the close of business on October [removed: 10, 2023.][added: 7, 2024.]

[removed: During the quarter ended August 31, 2023, we did not repurchase any common stock under the authorization and as] [added: As] of August [removed: 31, 2023, $3.11] [added: 29, 2024, $2.81] billion of the authorization remained available for the repurchase of our common stock.

Shares of common stock withheld as payment of withholding taxes [removed: and exercise prices in connection with] [added: upon] the vesting [removed: or exercise] of [removed: equity awards] [added: restricted stock] are also treated as common stock repurchases.

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: 2018,] [added: 2019,] through August 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

The performance graph above assumes $100 was invested on August 31, [removed: 2018] [added: 2019] in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).

| | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

Shares withheld as payment of withholding taxes upon the vesting of restricted stock units are not considered repurchases for purposes of this Item and are not required to be reported.

45 | 2024 10-K

In the fourth quarter of 2024, shares purchased under the authorization and shares withheld as payment upon the vesting of restricted stock consisted of the following:

| Period | | | | | | | | | Total number of shares purchased(1) | | | 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) | | |

| May 31, 2024 | | | – | | | June 27, 2024 | | | — | | | $ | — | | — | | | | | |

| June 28, 2024 | | | – | | | July 25, 2024 | | | 25,931 | | | 133.55 | | | — | | | | | |

| July 26, 2024 | | | – | | | August 29, 2024 | | | 3,223,518 | | | 93.07 | | | 3,223,518 | | | | | |

| | | | | | | | | | 3,249,449 | | | $ | 93.39 | | 3,223,518 | | | $2,806 | | |

*(1)* *Includes 25,931 shares withheld as payment of withholding taxes upon the vesting of restricted stock awards.*

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

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

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

| Micron Technology, Inc. | | | $ | 100 | | $ | 101 | | $ | 163 | | $ | 126 | | $ | 157 | | $ | 217 | |

| S&P 500 Composite Index | | | 100 | | | 122 | | | 160 | | | 142 | | | 165 | | | 209 | | |

| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 153 | | | 234 | | | 186 | | | 258 | | | 367 | | |

41 | 2023 10-K

Equity Compensation Plan Information

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

Those withheld shares of common stock are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded from this Item 5.

 42

| 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 | | |

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

 46

43 | 2023 10-K

| [Consolidated Statements of [removed: Operations](#ie303c95e6ac9476b802ffa7ae81f6e9f_103)] [added: Operations](#i44cf2ab026324086bde7bd3f1b371f41_103)] | | | [removed: [57](#ie303c95e6ac9476b802ffa7ae81f6e9f_103)] [added: [59](#i44cf2ab026324086bde7bd3f1b371f41_103)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie303c95e6ac9476b802ffa7ae81f6e9f_106)] [added: Income](#i44cf2ab026324086bde7bd3f1b371f41_106)] (Loss) | | | [removed: [58](#ie303c95e6ac9476b802ffa7ae81f6e9f_106)] [added: [60](#i44cf2ab026324086bde7bd3f1b371f41_106)] | | |

| [Consolidated Balance [removed: Sheets](#ie303c95e6ac9476b802ffa7ae81f6e9f_109)] [added: Sheets](#i44cf2ab026324086bde7bd3f1b371f41_109)] | | | [removed: [59](#ie303c95e6ac9476b802ffa7ae81f6e9f_109)] [added: [61](#i44cf2ab026324086bde7bd3f1b371f41_109)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#ie303c95e6ac9476b802ffa7ae81f6e9f_112)] [added: Equity](#i44cf2ab026324086bde7bd3f1b371f41_112)] | | | [removed: [60](#ie303c95e6ac9476b802ffa7ae81f6e9f_112)] [added: [62](#i44cf2ab026324086bde7bd3f1b371f41_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie303c95e6ac9476b802ffa7ae81f6e9f_115)] [added: Flows](#i44cf2ab026324086bde7bd3f1b371f41_115)] | | | [removed: [61](#ie303c95e6ac9476b802ffa7ae81f6e9f_115)] [added: [63](#i44cf2ab026324086bde7bd3f1b371f41_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie303c95e6ac9476b802ffa7ae81f6e9f_118)] [added: Statements](#i44cf2ab026324086bde7bd3f1b371f41_118)] | | | [removed: [62](#ie303c95e6ac9476b802ffa7ae81f6e9f_118)] [added: [64](#i44cf2ab026324086bde7bd3f1b371f41_118)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ie303c95e6ac9476b802ffa7ae81f6e9f_211) 238[)](#ie303c95e6ac9476b802ffa7ae81f6e9f_211)] [added: ID](#i44cf2ab026324086bde7bd3f1b371f41_214) 238[)](#i44cf2ab026324086bde7bd3f1b371f41_214)] | | | [removed: [91](#ie303c95e6ac9476b802ffa7ae81f6e9f_211)] [added: [92](#i44cf2ab026324086bde7bd3f1b371f41_214)] | | |

[removed:  56][added:  58]

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

| For the year ended | | | August [added: 29, 2024 | | | August] 31, 2023 | | | September 1, 2022 | | | [removed: September 2, 2021 | | |]

| Revenue | | | $ | [removed: 15,540] [added: 25,111] | | $ | [removed: 30,758] [added: 15,540] | | $ | [removed: 27,705] [added: 30,758] | |

| Cost of goods sold | | | [removed: 16,956] [added: 19,498] | | | [removed: 16,860] [added: 16,956] | | | [removed: 17,282] [added: 16,860] | | |

| Gross margin | | | [removed: (1,416)] [added: 5,613] | | | [removed: 13,898] [added: (1,416)] | | | [removed: 10,423] [added: 13,898] | | |

| Research and development | | | [removed: 3,114] [added: 3,430] | | | [removed: 3,116] [added: 3,114] | | | [removed: 2,663] [added: 3,116] | | |

| Selling, general, and administrative | | | [removed: 920] [added: 1,129] | | | [removed: 1,066] [added: 920] | | | [removed: 894] [added: 1,066] | | |

| Restructure and asset impairments | | | [removed: 171] [added: 1] | | | [removed: 48] [added: 171] | | | [removed: 488] [added: 48] | | |

| Other operating (income) expense, net | | | [removed: 124] [added: (251)] | | | [removed: (34)] [added: 124] | | | [removed: 95] [added: (34)] | | |

| Operating income (loss) | | | [removed: (5,745)] [added: 1,304] | | | [removed: 9,702] [added: (5,745)] | | | [removed: 6,283] [added: 9,702] | | |

| Interest income | | | [removed: 468] [added: 529] | | | [removed: 96] [added: 468] | | | [removed: 37] [added: 96] | | |

| Interest expense | | | [removed: (388)] [added: (562)] | | | [removed: (189)] [added: (388)] | | | [removed: (183)] [added: (189)] | | |

| Other non-operating income (expense), net | | | [removed: 7] [added: (31)] | | | [removed: (38)] [added: 7] | | | [removed: 81] [added: (38)] | | |

| | | | [removed: (5,658)] [added: 1,240] | | | [removed: 9,571] [added: (5,658)] | | | [removed: 6,218] [added: 9,571] | | |

| Income tax (provision) benefit | | | [removed: (177)] [added: (451)] | | | [removed: (888)] [added: (177)] | | | [removed: (394)] [added: (888)] | | |

| Equity in net income (loss) of equity method investees | | | [removed: 2] [added: (11)] | | | [removed: 4] [added: 2] | | | [removed: 37] [added: 4] | | |

| Net income (loss) | | | $ | [removed: (5,833)] [added: 778] | | $ | [removed: 8,687] [added: (5,833)] | | $ | [removed: 5,861] [added: 8,687] | |

| Basic | | | $ | [removed: (5.34)] [added: 0.70] | | $ | [removed: 7.81] [added: (5.34)] | | $ | [removed: 5.23] [added: 7.81] | |

| Diluted | | | [removed: (5.34)] [added: 0.70] | | | [removed: 7.75] [added: (5.34)] | | | [removed: 5.14] [added: 7.75] | | |

| Basic | | | [removed: 1,093] [added: 1,105] | | | [removed: 1,112] [added: 1,093] | | | [removed: 1,120] [added: 1,112] | | |

| Diluted | | | [removed: 1,093] [added: 1,118] | | | [removed: 1,122] [added: 1,093] | | | [removed: 1,141] [added: 1,122] | | |

| Gains (losses) on derivative instruments | | | [removed: 234] [added: 142] | | | [removed: (516)] [added: 234] | | | [removed: (67)] [added: (516)] | | |

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

| Unrealized gains (losses) on investments | | | [removed: 6] [added: 33] | | | [removed: (48)] [added: 6] | | | [removed: (7)] [added: (48)] | | |

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

| Other comprehensive income (loss) | | | [removed: 248] [added: 178] | | | [removed: (562)] [added: 248] | | | [removed: (69)] [added: (562)] | | |

| Total comprehensive income (loss) | | | $ | [removed: (5,585)] [added: 956] | | $ | [removed: 8,125] [added: (5,585)] | | $ | [removed: 5,792] [added: 8,125] | |

[removed:  58][added:  60]

| [removed: As of] [added: For the year ended] | | | August [added: 29, 2024 | | | August] 31, 2023 | | | September 1, 2022 | | |

| Cash and equivalents | | | $ | [removed: 8,577] [added: 7,041] | | $ | [removed: 8,262] [added: 8,577] | |

| Short-term investments | | | [removed: 1,017] [added: 1,065] | | | [removed: 1,069] [added: 1,017] | | |

| Receivables | | | [removed: 2,443] [added: 6,615] | | | [removed: 5,130] [added: 2,443] | | |

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| Balance at August 29, 2024 | | | 1,253 | | | $ | 125 | | $ | 12,115 | | $ | 40,877 | | $ | (7,852) | | $ | (134) | | $ | 45,131 | |

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| Net income (loss) | | | $ | 778 | | $ | (5,833) | | $ | 8,687 | | | | | | | |

| Other | | | 281 | | | 19 | | | 119 | | | | | | | | |

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

65 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

We utilize a weighted average capitalization rate that is based on our consolidated debt portfolio.

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 (ASC Topic 280), *Improvements to Reportable Segment Disclosures*.

This ASU expands on existing reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

This ASU is effective for our annual reporting for 2025 on a retrospective basis.

This standard will impact our disclosures and will not impact our financial statements.

In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), *Improvements to Income Tax Disclosures*.

This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid.

This ASU will be effective for our annual reporting for 2026 on a prospective basis, with retrospective application permitted.

This standard will impact our disclosures and will not impact our financial statements.

As of August 29, 2024, we had approximately $680 million of financial lease liabilities and right-of-use assets under these arrangements.

67 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| | | | 7,041 | | | $ | 1,065 | | $ | 1,046 | | $ | 9,152 | | | | | 8,577 | | | $ | 1,017 | | $ | 844 | | $ | 10,438 | |

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| Government incentives | | | 834 | | | 105 | | |

| | | | $ | 6,615 | | $ | 2,443 | |

| | | | $ | 8,875 | | $ | 8,387 | |

| | | | 96,047 | | | 87,585 | | |

| | | | $ | 39,749 | | $ | 37,928 | |

*(2)Primarily includes building-related construction and tool installation.*

69 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| As of | | | August 29, 2024 | | | August 31, 2023 | | |

| 2025 | | | $ | 400 | | $ | 93 | |

| 2026 | | | 380 | | | 82 | | |

| 2027 | | | 373 | | | 87 | | |

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

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

57 | 2023 10-K

| | | | | | | | | |

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

59 | 2023 10-K

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

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

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

| Loss on debt repurchases and conversions | | | — | | | 83 | | | 1 | | | | | | | | |

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

61 | 2023 10-K

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

Goodwill

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

The difference between average cost and FIFO was not material to any previously reported financial statements.

Therefore, we have recognized the cumulative effect of the change as a reduction of inventories and a charge to cost of goods sold of $133 million as of the beginning of the second quarter of 2021.

63 | 2023 10-K

Amounts from cost-sharing arrangements are reflected as a reduction of R&D expense.

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.

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

65 | 2023 10-K

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

| Other | | | 201 | | | 114 | | |

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

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

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

This change in accounting principle is preferable because in an environment with continuously changing production costs FIFO more closely matches the actual cost of goods sold with the revenues from sales of those specific units, better represents the actual cost of inventories remaining on hand at any period-end, and improves comparability with our semiconductor industry peers.

The change to FIFO was not material to any prior periods, nor was the cumulative effect of $133 million material to the second quarter of 2021.

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

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

| | | | 87,585 | | | 81,331 | | |

| | | | $ | 37,928 | | $ | 38,549 | |

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

67 | 2023 10-K

| Goodwill | | | $ | 1,150 | | $ | 1,228 | |

During the fourth quarter of [removed: 2023,] [added: 2024,] 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 August [removed: 31, 2023.][added: 29, 2024.]

The effectiveness of our internal control over financial reporting as of August [removed: 31, 2023] [added: 29, 2024] 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.

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

95 | 2024 10-K

 94

The following [removed: director] [added: officers] and [removed: officer,] [added: director,] 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 [removed: May 15, 2023,] [added: August 8, 2024, the Mehrotra Family Trust, a trust for which] Sanjay Mehrotra, our President, Chief Executive Officer and Director, [added: serves as trustee,] adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to [removed: 812,284] [added: 200,000] shares of our common [removed: stock, including up to 612,284 shares subject to outstanding] stock [removed: options, which were granted in calendar 2017 and would otherwise expire in calendar 2025.][added: acquired by Mr. Mehrotra upon the vesting of certain equity awards held by Mr. Mehrotra.]

The first date that sales of any shares [removed: were] [added: are] permitted to be sold under the trading arrangement [removed: was August 14, 2023,] [added: is January 27, 2025,] and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until [removed: May 8,] [added: July 11,] 2025, or earlier if all transactions under the trading arrangement are completed.

On July 19, 2024, Michael Ray, our Senior Vice President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 24,379 shares of our common stock acquired upon the vesting of restricted stock units held by Mr. Ray.

The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the restricted stock units subject to the trading plan.

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

The first date that sales of any shares are permitted to be sold under the trading arrangement is November 7, 2024, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until November 7, 2026, or earlier if all transactions under the trading arrangement are completed.

Mr. Mehrotra’s Rule 10b5-1 trading plan, dated as of May 15, 2023, expired by its terms prior to August 8, 2024.

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

Certain information concerning our executive officers is included under the caption, “Information About Our Executive Officers” in Part I, Item 1 of this report.

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our 2024 Proxy Statement which will be filed with the SEC within 120 days after August 29, 2024 and is incorporated herein by reference.

 96

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

Certain information concerning our executive officers is included under the caption, “Information About Our Executive Officers” in Part I, Item 1 of this report.

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

95 | 2023 10-K

[Table of Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)

[removed:  96][added:  98]

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

| Year ended August 31, 2023 | | | [removed: $ |] 471 | | [removed: $] | 58 | | [removed: $] | (1) | | [removed: $] | 528 | | [added: |]

| 3.2 | | | [added: [Amended and Restated](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm)] [Bylaws of [removed: the Registrant, Amended and Restated](https://www.sec.gov/Archives/edgar/data/723125/000072312521000018/exhibit31-amendedandrestat.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm) [as of](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm) [July](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm) [](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm)[18](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/723125/000110465924081160/tm2419510d1_ex3-1.htm)] | | | | | | 8-K | | | | | | 3.1 | | | [removed: 2/16/21] [added: 7/19/24] | | |

| 4.1 | | | [Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc. and U.S. Bank [added: Trust Company,] National [removed: Association,] [added: Association (as successor in interest to U.S. Bank National Association),] as Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465919006069/a18-36862_4ex4d1.htm) | | | | | | 8-K | | | | | | 4.1 | | | 2/6/19 | | |

[removed:  98][added:  100]

| 10.10* | | | [Deferred Compensation Plan, as amended](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex1010-deferredcomp.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 8/31/23] | | | [added: 10.10] | | | [added: 10/6/23] | | |

| 21.1 | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex211-subsidiarieso.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/a2024q4ex211-subsidiarieso.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex231-consentofinde.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/a2024q4ex231-consentofinde.htm)] | | | X | | | | | | | | | | | | | | |

| 31.1 | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex311-ceocert.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/ex311-ceocertq4x24.htm)] | | | X | | | | | | | | | | | | | | |

| 31.2 | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex312-cfocert.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/ex312-cfocertq4x24.htm)] | | | X | | | | | | | | | | | | | | |

| 32.1 | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. [removed: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex321-906ceocert.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/ex321-906ceocertq4x24.htm)] | | | X | | | | | | | | | | | | | | |

| 32.2 | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. [removed: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex322-906cfocert.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/ex322-906cfocertq4x24.htm)] | | | X | | | | | | | | | | | | | | |

| 97.1 | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex971-compensationr.htm)[ompensation] [added: [Compensation] Recoupment (Clawback) Policy, as amended and restated](https://www.sec.gov/Archives/edgar/data/723125/000072312523000054/a2023q4ex971-compensationr.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 8/31/23] | | | [added: 97.1] | | | [added: 10/6/23] | | |

97 | 2024 10-K

| Year ended August 29, 2024 | | | $ | 528 | | $ | 57 | | $ | 8 | | $ | 593 | |

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| 4.20 | | | [Eighth Supplemental Indenture, dated as of January 12, 2024,](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [by and between](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [Micron](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [Technology,](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [Inc. and U.S. B](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[ank](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [Trust Comp](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[any,](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) | | | | | | 8-K | | | | | | 4.2 | | | 1/12/24 | | |

| 4.21 | | | [F](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[orm of Note for Micron Technology, Inc.](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[’](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[s 5.30](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[% Senior Notes due 20](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[3](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm)[1](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) [(incorporated by reference from Exhibit 4.20 hereto)](https://www.sec.gov/Archives/edgar/data/723125/000110465924003666/tm243238d1_ex4-2.htm) | | | | | | 8-K | | | | | | 4.3 | | | 1/12/24 | | |

99 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

| 10.27* | | | [E](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex101cashseverancep.htm)[xecutive Officer Cash Severance Policy](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex101cashseverancep.htm) | | | | | | 10-Q | | | 11/30/23 | | | 10.1 | | | 12/21/23 | | |

| 10.28* | | | [Severance](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex102sanjaymehrotra.htm) [Policy](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex102sanjaymehrotra.htm) [Acknowledgement](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex102sanjaymehrotra.htm) [Letter for Sanjay Mehrotra](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex102sanjaymehrotra.htm) | | | | | | 10-Q | | | 11/30/23 | | | 10.2 | | | 12/21/23 | | |

| 10.29* | | | [A](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm)[mended](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm) [and Restated Severance Agreement b](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm)[y and between](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm) [Micron Technol](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm)[ogy](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm)[, Inc. and Scott J. De](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm)[Boer](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex103arseveranceagr.htm) | | | | | | 10-Q | | | 11/30/23 | | | 10.3 | | | 12/21/23 | | |

| 10.30* | | | [A](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex104directorcompen.htm)[mended and Restated 2008](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex104directorcompen.htm) [Director Compensation Plan](https://www.sec.gov/Archives/edgar/data/723125/000072312523000077/a2024q1ex104directorcompen.htm) | | | | | | 10-Q | | | 11/30/23 | | | 10.4 | | | 12/21/23 | | |

| 19.1 | | | [Insider Trading Policy of the Registrant](https://www.sec.gov/Archives/edgar/data/723125/000072312524000027/a2024q4ex191-insidertradin.htm) | | | X | | | | | | | | | | | | | | |

| Year ended September 2, 2021 | | | 294 | | | (54) | | | (7) | | | 233 | | |

97 | 2023 10-K

99 | 2023 10-K

[removed:  100][added:  102]

[Table of [removed: Contents](#ie303c95e6ac9476b802ffa7ae81f6e9f_13)][added: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)]

| Date | | | October [removed: 6, 2023] [added: 4, 2024] | | | By: | | | */s/ Mark Murphy* | | |

| */s/ Sanjay Mehrotra* | | | President and | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Mark Murphy* | | | Executive Vice President and | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Scott Allen* | | | Corporate Vice President and | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Richard M. Beyer* | | | Director | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Lynn Dugle* | | | Director | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Steve Gomo* | | | Director | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Linnie Haynesworth* | | | Director | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Mary Pat McCarthy* | | | Director | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ Robert E. Switz* | | | Chair of the Board | | | October [removed: 6, 2023] [added: 4, 2024] | | |

| */s/ MaryAnn Wright* | | | Director | | | October [removed: 6, 2023] [added: 4, 2024] | | |

101 | 2024 10-K

| */s/ Bob Swan* | | | Director | | | October 4, 2024 | | |

| (Bob Swan) | | | | | | | | |