Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements



Consolidated Statements of Operations and Comprehensive Income			67
Consolidated Balance Sheets			68
Consolidated Statements of Changes in Equity			69
Consolidated Statements of Cash Flows			70
Notes to Consolidated Financial Statements			71
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			95

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Micron Technology, Inc.

Consolidated Statements of Operations and Comprehensive Income

(In millions, except per share amounts)


For the year ended	September 3, 2026		August 28, 2025		August 29, 2024

Revenue	$	133,188	$	37,378	$	25,111
Cost of goods sold	25,684		22,505		19,498
Gross margin	107,504		14,873		5,613

Research and development	5,650		3,798		3,430
Selling, general, and administrative	1,947		1,205		1,129
Other operating (income) expense, net	567		100		(250)
Operating income	99,340		9,770		1,304

Interest income	1,084		496		529
Interest expense	(106)		(477)		(562)
Other non-operating income (expense), net	(647)		(135)		(31)
	99,671		9,654		1,240

Income tax (provision) benefit	(14,761)		(1,124)		(451)
Equity in net income (loss) of equity method investees	59		9		(11)
Net income	$	84,969	$	8,539	$	778

Other comprehensive income (loss), net of tax	(41)		102		178
Total comprehensive income	$	84,928	$	8,641	$	956

Earnings per share
Basic	$	75.38	$	7.65	$	0.70
Diluted	74.33		7.59		0.70

Number of shares used in per share calculations
Basic	1,127		1,116		1,105
Diluted	1,143		1,125		1,118

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Balance Sheets

(In millions, except par value amounts)


As of	September 3, 2026		August 28, 2025

Assets
Cash and cash equivalents	$	38,364	$	9,642
Short-term investments	5,070		665
Receivables	36,197		9,265
Inventories	10,372		8,355
Other current assets	1,067		914
Total current assets	91,070		28,841
Long-term marketable investments	30,019		1,629
Property, plant, and equipment	63,310		46,590
Goodwill	1,150		1,150
Other noncurrent assets	10,339		4,588
Total assets	$	195,888	$	82,798

Liabilities and equity
Accounts payable and accrued expenses	$	22,605	$	9,649
Current debt	491		560
Other current liabilities	4,386		1,245
Total current liabilities	27,482		11,454
Long-term debt	4,688		14,017
Noncurrent unearned government incentives	786		1,018
Noncurrent customer contract liabilities	12,895		142
Other noncurrent liabilities	11,659		2,002
Total liabilities	57,510		28,633

Commitments and contingencies

Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,277 shares issued and 1,131 outstanding (1,266 shares issued and 1,122 outstanding as of August 28, 2025)	128		127
Additional capital	14,974		13,339
Retained earnings	131,851		48,583
Treasury stock, 146 shares held (144 shares as of August 28, 2025)	(8,502)		(7,852)
Accumulated other comprehensive income (loss)	(73)		(32)
Total equity	138,378		54,165
Total liabilities and equity	$	195,888	$	82,798

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions, except per share amounts)


	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Number of Shares	Amount

Balance as of August 31, 2023	1,239	$	124	$	11,036	$	40,824	$	(7,552)	$	(312)	$	44,120
Net income	—	—		—		778		—		—		778
Other comprehensive income (loss), net	—	—		—		—		—		178		178
Stock issued under equity compensation plans	17	1		271		—		—		—		272
Stock-based compensation expense	—	—		833		—		—		—		833
Repurchase of stock – repurchase program	—	—		—		—		(300)		—		(300)
Repurchase of stock – withholdings on employee equity awards	(3)	—		(25)		(207)		—		—		(232)
Dividends and dividend equivalents declared ($0.460 per share)	—	—		—		(518)		—		—		(518)
Balance as of August 29, 2024	1,253	$	125	$	12,115	$	40,877	$	(7,852)	$	(134)	$	45,131
Net income	—	—		—		8,539		—		—		8,539
Other comprehensive income (loss), net	—	—		—		—		—		102		102
Stock issued under equity compensation plans	16	2		285		—		—		—		287
Stock-based compensation expense	—	—		972		—		—		—		972
Repurchase of stock – withholdings on employee equity awards	(3)	—		(33)		(306)		—		—		(339)
Dividends and dividend equivalents declared ($0.460 per share)	—	—		—		(527)		—		—		(527)
Balance as of August 28, 2025	1,266	$	127	$	13,339	$	48,583	$	(7,852)	$	(32)	$	54,165
Net income	—	—		—		84,969		—		—		84,969
Other comprehensive income (loss), net	—	—		—		—		—		(41)		(41)
Stock issued under equity compensation plans	14	1		336		—		—		—		337
Stock-based compensation expense	—	—		1,333		—		—		—		1,333
Repurchase of stock – repurchase program	—	—		—		—		(650)		—		(650)
Repurchase of stock – withholdings on employee equity awards	(3)	—		(34)		(1,093)		—		—		(1,127)
Dividends and dividend equivalents declared ($0.530 per share)	—	—		—		(608)		—		—		(608)
Balance as of September 3, 2026	1,277	$	128	$	14,974	$	131,851	$	(8,502)	$	(73)	$	138,378

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Cash Flows

(In millions)


For the year ended	September 3, 2026		August 28, 2025		August 29, 2024

Cash flows from operating activities
Net income	$	84,969	$	8,539	$	778
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets	9,503		8,352		7,780
Stock-based compensation	1,333		972		833
Change in operating assets and liabilities:
Receivables	(25,206)		(1,776)		(3,581)
Inventories	(2,017)		520		(488)
Accounts payable and accrued expenses	8,707		862		1,915
Other current liabilities	3,141		(272)		989
Other noncurrent liabilities	9,633		381		76
Other	(388)		(53)		205
Net cash provided by operating activities	89,675		17,525		8,507

Cash flows from investing activities
Purchases of available-for-sale securities	(34,871)		(1,890)		(1,999)
Expenditures for property, plant, and equipment	(30,712)		(15,857)		(8,386)
Purchases of non-marketable equity securities	(1,046)		(34)		(10)
Proceeds from government incentives	3,316		2,005		315
Proceeds from maturities and sales of available-for-sale securities	1,988		1,698		1,794
Other	(316)		(9)		(23)
Net cash used for investing activities	(61,641)		(14,087)		(8,309)

Cash flows from financing activities
Proceeds from customer contract liability deposits	12,747		—		—
Proceeds from issuance of debt	—		4,430		999
Repayments of debt	(10,043)		(4,619)		(1,897)
Repurchases of common stock - withholdings on employee equity awards	(1,127)		(340)		(233)
Repurchases of common stock - repurchase program	(650)		—		(300)
Payments of dividends to shareholders	(610)		(522)		(513)
Other	313		201		102
Net cash provided by (used for) financing activities	630		(850)		(1,842)

Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash	81		6		40

Net increase (decrease) in cash, cash equivalents, and restricted cash	28,745		2,594		(1,604)
Cash, cash equivalents, and restricted cash at beginning of period	9,646		7,052		8,656
Cash, cash equivalents, and restricted cash at end of period	$	38,391	$	9,646	$	7,052

Supplemental disclosures
Income taxes paid, net	$	(1,254)	$	(583)	$	(338)
Interest paid, net of amounts capitalized	(197)		(418)		(503)
Non-cash acquisitions of finance lease right-of-use assets	143		1,298		905

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tabular amounts in millions, except per share amounts)

Note 1. Significant Accounting Policies

Basis of Presentation

We are a global leader in semiconductor memory and storage, powering AI and compute-intensive applications from cloud to edge. With a relentless focus on our customers, technology and product leadership, and manufacturing and operational excellence, our comprehensive portfolio of high-performance DRAM, NAND, and NOR solutions deliver the speed, efficiency, and scale today’s workloads demand, accelerating intelligence to enrich life for all.

The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior-period amounts to conform to current-period presentation and did not affect total assets, total liabilities, shareholders’ equity, or results of operations.

Our fiscal year is the 52- or 53-week period ending on the Thursday closest to August 31. Fiscal 2026 contained 53 weeks and fiscal 2025 and 2024 each contained 52 weeks. All period references are to our fiscal periods unless otherwise indicated.

Derivative and Hedging Instruments

We use derivative instruments to manage our exposure to changes in currency exchange rates from (1) our monetary assets and liabilities denominated in currencies other than the U.S. dollar, (2) non-U.S.-dollar-denominated investments in debt instruments, and (3) forecasted cash flows for certain capital expenditures and manufacturing costs. We also use derivative instruments to manage our exposure to changes in commodity prices for manufacturing supplies. Derivative instruments are measured at their fair values and recognized as either assets or liabilities.

The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated for hedge accounting, gains or losses from changes in fair values are recognized in other non-operating income (expense) and cash flows are classified as investing activities in the statement of cash flows. For derivative instruments designated as cash flow hedges, gains or losses are included as a component of accumulated other comprehensive income and reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. For derivative instruments designated as fair value hedges, changes in the fair values of the derivative instruments and the offsetting changes in the fair values of the underlying hedged items are both recognized in earnings. For foreign currency and commodity derivative instruments designated as cash flow hedges or fair value hedges, time value is excluded from the assessment of effectiveness and the gains and losses attributable to time value are recognized in earnings through an amortization approach. Cash flows from derivative instruments designated as cash flow hedges or fair value hedges are classified in the same category as the items being hedged.

We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions. These master netting arrangements allow us and our counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net basis.

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Financial Instruments

Cash equivalents include highly liquid short-term investments with original maturities at the time of purchase of three months or less that are readily convertible to known amounts of cash. Other investments with remaining maturities of less than one year are included in short-term investments. Investments with remaining maturities greater than one year are included in long-term marketable investments. The carrying value of investment securities sold is determined using the specific identification method.

Functional Currency

The U.S. dollar is the functional currency for us and all of our consolidated subsidiaries.

Goodwill

We perform an annual impairment assessment for goodwill in our fourth quarter each year. No impairment indicators were identified for the periods presented.

Government Incentives

We receive incentives from governmental entities related to capital expenditures, expenses, and other activities. The government incentives we receive may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained. Government incentives are recognized in the financial statements based on the underlying principal criteria for earning the incentives when there is reasonable assurance that the conditions of the government incentives are met and the incentive will be received. Incentives related to the acquisition or construction of property, plant, and equipment are recognized as a reduction in the carrying amounts of the related assets and as a reduction of subsequent depreciation expense over the useful lives of the assets. Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred. Government incentives received prior to being earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables. Cash received from government incentives related to operating expenses is included as an operating activity in the statement of cash flows, whereas cash received, including by constructive receipt, from incentives related to the acquisition of property, plant, and equipment is included as an investing activity. For each project, we estimate the total expected project costs and recognize a proportionate benefit as qualified project costs are incurred. As the estimated total expected qualified project cost changes, we adjust our estimate of the recognized proportionate benefit.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. Determining net realizable value of finished goods and work in process inventories requires projecting future average selling prices, sales volumes, and costs per part. When net realizable value is below cost, we recognize a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. We review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory) as a single group.

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Leases

We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date. We recognize right-of-use assets and lease liabilities for operating and finance leases with terms greater than 12 months. Right-of-use assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. We do not separate lease and non-lease components for real estate and gas plant leases. Sublease income is included within lease expense and is not material. Our operating leases are also not material.

Product Warranty

We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms and conditions. Our warranty obligations are not material.

Property, Plant, and Equipment

Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally 10 to 30 years for buildings, 7 years for production equipment, up to 7 years for other equipment, and 3 to 5 years for software. Assets held for sale are carried at the lower of estimated fair value or carrying value and are included in current assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and we recognize any gain or loss in results of operations.

We capitalize interest on borrowings during the period of time we carry out the activities necessary to bring assets to the condition of their intended use and location. We utilize a weighted-average capitalization rate that is based on our consolidated debt portfolio. Capitalized interest becomes part of the cost of assets.

Research and Development

Costs related to the conceptual formulation and design of products and processes are charged to R&D expense as incurred. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.

Revenue Recognition

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers at an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Contracts with certain of our customers are short-term in duration. We also have strategic customer agreements structured as take-or-pay agreements, with binding commitments for specific contractually enforceable volumes over the multi-year contract terms. Pricing for our contracts is either fixed or periodically negotiated, with the majority of the strategic customer agreements having pricing that is subject to minimum and maximum bands. For all of our contracts, payments are generally due shortly after delivery.

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Our contract liabilities primarily consisted of customer deposits received in advance of us satisfying our performance obligations under our strategic customer agreements. If the customer meets the minimum purchase commitments, we will return the deposit to the customer. If not, we may retain all, or a portion of the deposit which will be recognized as revenue. Deposits are classified as contract liabilities in other current liabilities or noncurrent customer contract liabilities depending on the expected timing of the satisfaction of the underlying performance obligations. Customer deposits do not represent significant financing components because the payments are primarily intended to secure future production capacity and ensure supply availability rather than provide financing to us.

We estimate a liability for returns using the expected value method based on historical returns. In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price. We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue.

Stock-based Compensation

Stock-based compensation is measured at the grant date, based on the fair value of the award, and recognized as expense under the straight-line attribution method over the requisite service period. We account for forfeitures as they occur. We issue new shares upon the exercise of stock options, conversion of share units, or issuance of shares under our employee stock purchase plan.

Treasury Stock

Treasury stock is carried at cost. When we retire our treasury stock, any excess of the repurchase price paid over par value is allocated between additional capital and retained earnings.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may differ under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Actual results could differ from estimates.

Note 2. Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (”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. We adopted this ASU in the fourth quarter of 2026 on a prospective basis. Adoption of this ASU resulted in increased disclosures in the Notes to Consolidated Financial Statements. See Note 18. Income Taxes.

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Note 3. Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03 (ASC Topic 220), Disaggregation of Income Statement Expenses. This ASU requires disclosure of certain expenses in the notes to the financial statements. This ASU will be effective for our annual reporting for 2028 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-10 (ASC Topic 832), Accounting for Government Grants Received by Business Entities. This ASU establishes the accounting and presentation for government grants received by a business entity. The ASU will be effective for the first quarter of 2030, with early adoption permitted. This ASU provides for adoption either on a modified prospective, modified retrospective, or retrospective basis. We do not expect the adoption of this new guidance to have a material impact on our financial statements or disclosures.

Note 4. Cash and Investments

All of our short-term investments and long-term marketable investments were classified as available for sale as of the dates noted below. Cash and cash equivalents and the fair values of our available-for-sale securities, which approximated amortized costs, were as follows:


	As of September 3, 2026								As of August 28, 2025
	Cash and Cash Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value

Cash	$	26,288	$	—	$	—	$	26,288	$	7,875	$	—	$	—	$	7,875
Level 1(2)
Money market funds	216		—		—		216		410		—		—		410
Level 2(3)
Certificates of deposit	9,814		59		—		9,873		1,292		6		—		1,298
Corporate bonds	97		3,773		24,557		28,427		23		559		1,047		1,629
Asset-backed securities	—		221		5,391		5,612		—		31		521		552
Commercial paper	1,674		971		—		2,645		33		26		—		59
Government securities	275		46		71		392		9		43		61		113
	38,364		$	5,070	$	30,019	$	73,453	9,642		$	665	$	1,629	$	11,936
Restricted cash(4)	27								4
Cash, cash equivalents, and restricted cash	$	38,391							$	9,646

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

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

*(3)*The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of September 3, 2026 or August 28, 2025.

*(4)*Restricted cash is included in other current assets.

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

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Non-marketable Equity Investments

In addition to the amounts included in the table above, we had $1.30 billion and $194 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of September 3, 2026 and August 28, 2025, respectively. Our non-marketable investments were primarily held in AI and technology companies. Gains and losses related to our non-marketable investments were not material for any period presented. Our non-marketable equity investments are carried at cost less impairment, if any, adjusted for qualifying observable price changes.

Note 5. Receivables


As of	September 3, 2026		August 28, 2025

Trade receivables	$	31,793	$	7,163
Government incentives	3,319		1,572
Income and other taxes	635		436
Other	450		94
	$	36,197	$	9,265

Note 6. Inventories


As of	September 3, 2026		August 28, 2025

Finished goods	$	958	$	1,094
Work in process	8,252		6,401
Raw materials and supplies	1,162		860
	$	10,372	$	8,355

Note 7. Property, Plant, and Equipment


As of	September 3, 2026		August 28, 2025

Land	$	420	$	420
Buildings	26,493		22,173
Equipment(1)	93,954		79,934
Construction in progress(2)	11,424		5,518
Software	1,885		1,651
	134,176		109,696
Accumulated depreciation	(70,866)		(63,106)
	$	63,310	$	46,590

*(1)*Includes costs related to equipment not placed into service of $6.12 billion as of September 3, 2026 and $4.05 billion as of August 28, 2025.

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

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The carrying value of our finance lease right-of-use assets included in property, plant, and equipment was $2.40 billion and $3.00 billion as of September 3, 2026 and August 28, 2025, respectively.

In March 2026, we completed the acquisition of a wafer fabrication facility in Tongluo, Miaoli County, Taiwan, from Powerchip Semiconductor Manufacturing Corporation for total cash consideration of $1.80 billion.

Depreciation expense was $9.42 billion, $8.28 billion, and $7.70 billion for 2026, 2025, and 2024, respectively. Interest capitalized as part of the cost of property, plant, and equipment was $383 million, $321 million, and $225 million for 2026, 2025, and 2024, respectively.

Note 8. Accounts Payable and Accrued Expenses


As of	September 3, 2026		August 28, 2025

Accounts payable	$	3,518	$	3,132
Property, plant, and equipment	8,618		4,391
Income and other taxes	5,626		628
Salaries, wages, and benefits	4,447		1,116
Other	396		382
	$	22,605	$	9,649

Note 9. Debt


	As of September 3, 2026												As of August 28, 2025
							Net Carrying Amount								Net Carrying Amount
	Stated Rate		Effective Rate		Principal		Current		Long-Term		Total		Principal		Current		Long-Term		Total

2032 Green Bonds	2.703	%	2.77	%	$	1,000	$	—	$	997	$	997	$	1,000	$	—	$	996	$	996
2032 Notes	5.650	%	5.79	%	71		—		70		70		500		—		496		496
2033 A Notes	5.875	%	5.96	%	176		—		175		175		750		—		746		746
2033 B Notes	5.875	%	6.01	%	215		—		213		213		900		—		892		892
2035 A Notes	5.800	%	5.90	%	136		—		135		135		1,000		—		992		992
2035 B Notes	6.050	%	6.14	%	220		—		219		219		1,250		—		1,241		1,241
2041 Notes	3.366	%	3.41	%	500		—		497		497		500		—		497		497
2051 Notes	3.477	%	3.52	%	490		—		486		486		500		—		496		496
2028 Notes	N/A		N/A		—		—		—		—		542		—		540		540
2029 Term Loan A	N/A		N/A		—		—		—		—		984		—		982		982
2029 A Notes	N/A		N/A		—		—		—		—		700		—		698		698
2029 B Notes	N/A		N/A		—		—		—		—		1,159		—		1,168		1,168
2030 Notes	N/A		N/A		—		—		—		—		796		—		794		794
2031 Notes	N/A		N/A		—		—		—		—		1,000		—		995		995
Finance lease liabilities	N/A		4.71	%	2,387		491		1,896		2,387		3,044		560		2,484		3,044
					$	5,195	$	491	$	4,688	$	5,179	$	14,625	$	560	$	14,017	$	14,577

As of September 3, 2026, all of our debt, other than finance lease liabilities, were unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and were effectively subordinated to all future secured indebtedness, to the extent of the value of the assets securing such indebtedness. All our unsecured debt were obligations of our parent company, Micron, and were structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of our indebtedness generally contain cross payment default and cross acceleration provisions. Micron’s guarantees of certain liabilities of its subsidiaries are unsecured obligations ranking equally in right of payment with all of Micron’s other existing and future unsecured indebtedness.

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The fair value of our outstanding notes payable was $2.43 billion as of September 3, 2026, and $11.57 billion as of August 28, 2025. The fair value of our debt instruments was estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.

Debt Activity

The table below presents the effects of prepayment activities in 2026:


	Transaction Date	Decrease in Principal		Decrease in Carrying Value		Decrease in Cash

Prepayments
2028 Notes	October 24, 2025	$	(542)	$	(541)	$	(562)
2029 B Notes	October 24, 2025	(1,159)		(1,168)		(1,276)
2029 Term Loan A	October 27, 2025	(984)		(982)		(984)
2051 Notes	January 23, 2026	(10)		(10)		(7)
2029 A Notes	February 20, 2026	(700)		(698)		(726)
2030 Notes	February 23, 2026	(796)		(794)		(816)
2031 Notes	April 3, 2026	(738)		(734)		(773)
2032 Notes	April 3, 2026	(429)		(426)		(456)
2033 A Notes	April 3, 2026	(574)		(571)		(616)
2033 B Notes	April 3, 2026	(685)		(679)		(734)
2035 A Notes	April 3, 2026	(864)		(857)		(921)
2035 B Notes	April 3, 2026	(1,030)		(1,022)		(1,114)
2031 Notes	July 27, 2026	(262)		(261)		(270)
		$	(8,773)	$	(8,743)	$	(9,255)

In connection with these prepayments, we recognized losses in other non-operating income (expense) of $510 million for 2026.

Senior Unsecured Notes

We may redeem our 2032 Green Bonds, 2032 Notes, 2033 A Notes, 2033 B Notes, 2035 A Notes, 2035 B Notes, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, plus, in each case, accrued interest. We may also redeem any series of the Senior Unsecured Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest between two and six months prior to the applicable maturity date, in accordance with the respective terms of such series.

The Senior Unsecured Notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting stock and which own principal property, as defined in the indenture governing the Senior Unsecured Notes) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions with respect to any principal property; and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as defined in the indenture governing each series of the Senior Unsecured Notes, we will be required to offer to repurchase the Senior Unsecured Notes of such series at a price equal to 101% of the principal amount plus accrued interest up to the repurchase date.

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Finance Lease Liabilities

Our finance leases consist primarily of (1) equipment leases and (2) gas and other supply agreements that are deemed to contain embedded leases. Certain supply or service agreements require us to exercise judgment to determine whether the agreement contains a lease. Our assessment includes determining whether we or the supplier control the assets used to fulfill the agreements. Our gas supply arrangements generally are deemed to contain a lease because we have the right to substantially all of the output of the assets used to produce the supply and we have the right to change the quantity and timing of the output of those assets. Our finance lease liabilities had a weighted-average expected term of seven years as of September 3, 2026 and August 28, 2025.

Certain third-party special purpose entities (the “Lease SPEs”) facilitate equipment lease financing transactions between us and various financial institutions. Neither we nor the financial institutions have an equity interest in the Lease SPEs, which are variable interest entities. The arrangements are financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs. We do not have the power to direct the activities of the Lease SPEs that most significantly impact their economic performance and, as such, we do not consolidate them. We had approximately $1.02 billion and $1.58 billion of finance lease liabilities and right-of-use assets under these arrangements as of September 3, 2026 and August 28, 2025, respectively.

Revolving Credit Facility

On May 6, 2026, we reduced our borrowing capacity under the Revolving Credit Facility from $3.50 billion to $2.00 billion. As of September 3, 2026, no amounts were outstanding under the Revolving Credit Facility. Borrowing under the Revolving Credit Facility would generally bear interest at a rate equal to adjusted term SOFR plus 0.875% to 1.50%, depending on our corporate credit ratings. Any amounts outstanding under the Revolving Credit Facility would mature on March 12, 2030 and amounts borrowed may be prepaid without penalty. Any obligations under the Revolving Credit Facility would be unsecured.

The Revolving Credit Facility requires us to maintain, on a consolidated basis, a net leverage ratio of total net indebtedness to adjusted EBITDA, as defined in the Revolving Credit Facility agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four fiscal quarter increase in such maximum ratio to 3.75 to 1.00 following certain material acquisitions.

Maturities of Notes Payable and Finance Lease Liabilities

As of September 3, 2026, maturities of notes payable and finance lease liabilities by fiscal year were as follows:


	Notes Payable		Finance Leases

2027	$	—	$	577
2028	—		560
2029	—		500
2030	—		349
2031	—		130
2032 and thereafter	2,808		659
Discounts and imputed interest, respectively	(16)		(388)
	$	2,792	$	2,387

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Note 10. Commitments

As of September 3, 2026, we had noncancelable commitments with remaining contractual terms in excess of one year of approximately $10.8 billion for purchase obligations, of which approximately $1.3 billion will be due in 2027, $1.8 billion due in 2028, $1.4 billion due in 2029, $1.1 billion due in 2030, $800 million due in 2031, and $4.4 billion due in 2032 and thereafter. Purchase obligations primarily include payments for goods or services with either a fixed or minimum quantity and price, which includes payments for the acquisition of property, plant, and equipment. Payments for finance leases for gas supply arrangements deemed to contain embedded leases that have been executed but have not yet commenced are also included. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

Note 11. Contingencies

We are currently a party to legal actions other than those described below arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition.

Patent Matters

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

On April 28, 2021, Netlist, Inc. (“Netlist”) filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. (“MSP”), and Micron Technology Texas, LLC (“MTEC”) in the U.S. District Court for the Western District of Texas (“W.D. Tex.”). On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor (Deutschland) GmbH (“MSG”) in Düsseldorf Regional Court alleging that two German patents are infringed by certain of our load-reduced dual in-line memory modules (“LRDIMMs”). The complaint seeks damages, costs, and injunctive relief.

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On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the Eastern District of Texas (“E.D. Tex.”) alleging that six U.S. patents are infringed by certain of our memory modules and HBM products. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D. Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. Additional patents were added by subsequent amendments to the complaint. The complaints in E.D. Tex. seek injunctive relief, damages, and attorneys’ fees.

On May 19, 2025, Netlist filed a complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by our HBM products. On March 6, 2026, the E.D. Tex. transferred the case to the U.S. District Court for the District of Delaware (“D. Del.”) pursuant to a motion by Micron to dismiss or transfer for improper venue. On July 28, 2025, Netlist filed an additional complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by certain of our DIMMs.

On June 23, 2026, Netlist filed a counterclaim against Micron and MSP in D. Del. alleging that one U.S. patent is infringed by our HBM products. The counterclaim seeks damages, attorneys’ fees, and other equitable relief.

On August 10, 2026, Netlist filed a complaint against Micron and MSP in the U.S. District Court for the Central District of California (“C.D. Cal.:) alleging that two U.S. patents are infringed by certain of our DIMMs.

On August 10, 2026, Netlist filed a complaint to the U.S. International Trade Commission (“ITC”) requesting the ITC to institute an investigation under Section 337 of the Tariff Act of 1930 for patent infringement. The ITC instituted an investigation on September 23, 2026. Netlist’s complaint alleges that four U.S. patents are infringed by certain of our DRAM products and seeks an exclusion order barring importation of such products.

On October 5, 2026, Netlist and Micron agreed to dismiss all litigation claims against one another pursuant to settlement and license agreements.

On January 23, 2023, BeSang Inc. filed a patent infringement complaint against Micron in E.D. Tex. The complaint alleges that one U.S. patent is infringed by certain of our 3D NAND and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 17, 2025, the District Court issued a judgment that the accused products do not infringe the asserted patent. On October 17, 2025, BeSang filed a notice of appeal of the District Court’s judgment.

On November 9, 2023, Yangtze Memory Technologies Company, Ltd. (“YMTC”) filed a patent infringement complaint against Micron and one of its subsidiaries in the U.S. District Court for the Northern District of California (“N.D. Cal.”). The complaint alleges that eight U.S. patents are infringed by certain of our 3D NAND products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On January 22, 2024, Micron Semiconductor (Shanghai) Co., Ltd. (“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron was served with the same complaints. The complaints assert that Micron and MSS infringed three Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On July 12, 2024, YMTC filed a second complaint against Micron and its subsidiary in N.D. Cal. The second complaint alleges that eleven U.S. patents are infringed by certain of our 3D NAND and DDR5 DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 11, 2024, MSS was served with five patent infringement complaints filed by YMTC in Shanghai Intellectual Property Court. The complaints assert that Micron and MSS infringed five Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

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On October 6, 2025, YMTC filed several patent infringement complaints against Micron and certain of its subsidiaries alleging that the Company’s manufacture, importation, sale, offering for sale, and/or assisting others to sell certain NAND and DRAM products infringe certain patents owned by YMTC. Specifically, YMTC filed the following complaints: A patent infringement complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that seven patents are infringed by certain of our 3D NAND products and one patent is infringed by certain of our LPDRAM products; a patent infringement complaint in the London Chancery Division of the English High Court against Micron and Micron Europe Limited (“MEL”) alleging that three patents are infringed by certain of our NAND and DRAM products; three complaints against Micron and various combinations of subsidiaries, including MEL, MSP, MSG, and Micron Semiconductor France SAS in the Unified Patent Court in Dusseldorf, Germany, alleging that three patents are infringed by certain of our 3D NAND and LPDRAM products; and five complaints against Micron, MEL, and MSG in Munich Regional Court in Munich, Germany, alleging that four utility models and one patent are infringed by certain of our 3D NAND products. Each of the complaints filed against us by YMTC on October 6, 2025, seeks an injunction, attorneys’ fees, damages, and costs.

On September 17 and 18, 2026, the Munich Regional Court held a hearing regarding infringement of the asserted utility models and patent. At the conclusion of the hearing, the court indicated that it would find that certain of Micron’s 3D NAND products infringe two of the asserted utility models. On October 6, 2026, the court issued written rulings requiring Micron to cease and desist offering, marketing, importing, or possessing the accused 3D NAND products in Germany and to stop deliveries of products abroad to customers where Micron knows or has clear indications the customer will supply the products into Germany; to provide an accounting regarding alleged infringing acts; and to surrender accused products located in Germany unless already incorporated into third parties’ end devices. The court further indicated that additional proceedings will be held in June and September 2027 regarding the other two asserted utility models and the asserted patent. Micron has appealed the infringement ruling regarding the two utility models.

On June 30, 2025, Advanced Memory Technologies, LLC (“AMT”) filed a patent infringement complaint against Micron in W.D. Tex. alleging that four U.S. patents are infringed by certain of our DRAM and NAND products. On November 4, 2025, AMT amended the complaint to allege that a fifth patent is infringed by certain of our DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On July 6, 2026, the case was transferred to the U.S. District Court for the District of Idaho (“D. Idaho”).

On March 6, 2026, Nextech Semiconductor, LLC (“Nextech”) filed a patent infringement complaint against Micron and MSP in W.D. Tex. alleging that six U.S. patents are infringed by certain of our DRAM, NAND, and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

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

Antitrust Matters

On June 25, 2026, certain individuals and businesses filed a putative class action complaint in N.D. Cal. against Micron, Samsung Electronics Co., Ltd. and one of its subsidiaries, and SK hynix Inc. and one of its subsidiaries, on behalf of a putative class of purchasers of DRAM products, alleging that the defendants conspired to restrict the supply of, and fix prices for, DRAM products in violation of the Sherman Act and various state antitrust and consumer protection laws, for a period beginning October 26, 2022. The complaint seeks damages, treble damages, injunctive relief, attorneys’ fees, and costs. On July 17, 2026, an individual filed a complaint containing similar allegations of conspiracy against the same defendants in the U.S. District Court for the District of Hawaii.

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Other Matters

On June 7, 2025, YMTC filed a complaint against Micron and DCI Group AZ, LLC in the U.S. District Court for the District of Columbia. The complaint alleges that the defendants engaged in false advertising, product disparagement, and unfair competition regarding YMTC’s 3D NAND flash products in violation of the Lanham Act. The complaint sought injunctive relief, damages, disgorgement of profits, attorneys’ fees, and costs. On August 13, 2026, the District Court granted the defendants’ motions to dismiss YMTC’s complaint. On August 24, 2026, YMTC filed a notice of appeal to the U.S. Court of Appeals for the District of Columbia Circuit.

On January 16, 2026, Neighbors for a Better Micron and Jobs to Move America filed a petition in the Supreme Court of New York against Micron, one of our subsidiaries, Onondaga County Industrial Development Agency (“OCIDA”), and certain other state and local government entities. The petition challenges certain aspects of OCIDA’s environmental review of the Company’s planned construction of up to four fabs in Clay, New York, and seeks a judgment to annul, vacate, and void all permits, approvals, and findings issued by the named government entities related to the project. The petition further seeks costs and attorneys’ fees. On July 31, 2026, the same plaintiffs filed a petition in the Supreme Court of New York against the same defendants challenging certain permits issued for Micron’s construction related activities in Clay, New York. The petition seeks a judgment to annul, vacate and void such permits and an award to the petitioners of costs and attorneys’ fees.

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.

Contingency Assessment

Except for the patent license charges recognized in the fourth quarter of 2026, we are unable to predict the outcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses. See Note 17. Other Operating (Income) Expense, Net. A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes. Any of the foregoing, as well as the resolution of any other legal matter noted above, could have a material adverse effect on our business, results of operations, or financial condition.

Note 12. Equity

Common Stock Repurchases

In 2018, our Board of Directors authorized a stock repurchase program for the discretionary repurchase of up to $10 billion (the “2018 authorization”) of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans and on October 8, 2026 our Board of Directors authorized an increase in the maximum amount of discretionary repurchases of our outstanding common stock to be made from December 9, 2026 to $35.16 billion. Any repurchases made will be in accordance with our CHIPS Act direct funding agreements. Our stock repurchase program and the new authorization have no expiration date, do not obligate us to acquire any common stock, and are subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash. See Note 15. Government Incentives. We repurchased 2.5 million shares of our common stock for $650 million in 2026. No shares were repurchased in 2025. Through September 3, 2026, we had repurchased an aggregate of $7.84 billion under the 2018 authorization. Amounts repurchased are included in treasury stock.

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Dividends

We declared and paid dividends of $0.115 per share in the first and second quarters of 2026 and $0.15 per share in the third and fourth quarters of 2026. On September 30, 2026, our Board of Directors declared a quarterly dividend of $0.15 per share, payable in cash on October 29, 2026, to shareholders of record as of the close of business on October 14, 2026.

Note 13. Derivative Instruments


	Notional or Contractual Amount		Fair Value(1) of
Assets(2)	Liabilities(3)

As of September 3, 2026
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	4,429	$	28	$	(80)
Cash flow commodity hedges	446		85		(9)
Fair value currency hedges	11,493		1		(21)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	20,148		38		(57)
			$	152	$	(167)

As of August 28, 2025
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	3,271	$	41	$	(64)
Cash flow commodity hedges	393		19		(20)
Fair value currency hedges	3,049		1		(10)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	3,477		3		(18)
			$	64	$	(112)

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

*(2)*Included in receivables and other noncurrent assets.

*(3)*Included in accounts payable and accrued expenses and other noncurrent liabilities.

Derivative Instruments with Hedge Accounting Designation

Cash Flow Hedges: We utilize forward and swap contracts that generally mature within two years designated as cash flow hedges to minimize our exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs.

Fair Value Hedges: We utilize currency forward contracts that generally mature within one year designated as fair value hedges to minimize our exposure to changes in currency exchange rates for non-U.S.-dollar-denominated cash and investments in debt securities. The fair value of our hedged cash and investments in debt securities was $11.51 billion and $3.05 billion as of September 3, 2026 and August 28, 2025, respectively. The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings.

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Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within one year to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Realized and unrealized gains and losses on derivative instruments without hedge accounting designation, as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates, are included in other non-operating income (expense), net.

Gains and losses from our derivative instruments were not material for the periods presented.

Derivative Counterparty Credit Risk and Master Netting Arrangements

Our derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms of the contracts. Our maximum exposure to loss due to credit risk if counterparties fail completely to perform according to the terms of the contracts would generally equal the fair value of assets for these contracts as listed in the tables above. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial institutions. As of September 3, 2026 and August 28, 2025, amounts netted under our master netting arrangements were not material.

Note 14. Equity Compensation Plans

As of September 3, 2026, 47 million shares of our common stock were available for future awards under our equity compensation plans, including 6 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

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

As of September 3, 2026, there were 19 million shares of Restricted Stock Awards outstanding, 16 million of which are only subject to service-based vesting conditions. Service-based Restricted Stock Awards generally vest on 25% of the units granted after the first year and on 6.25% each quarter thereafter over the remaining three years of employment. Restricted Stock Awards with performance or market-based vesting conditions vest over a three-year period as conditions are met. At the end of the performance period, the number of actual shares to be awarded will vary between 0% and 200% of target amounts, depending upon the achievement level. Our unvested restricted stock awards generally include dividend equivalent rights.

Restricted Stock Awards activity for 2026 is summarized as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share

Outstanding as of August 28, 2025	25	$	82.12
Granted	7	243.13
Vested	(12)	76.24
Forfeited	(1)	103.43
Outstanding as of September 3, 2026	19	144.38


For the year ended	2026		2025		2024

Restricted stock award shares granted	7		11		13
Weighted-average grant-date fair value per share	$	243.13	$	101.15	$	72.72
Aggregate vesting-date fair value of shares vested	$	4,846	$	1,322	$	1,008

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Employee Stock Purchase Plan (“ESPP”)

Our ESPP is offered to substantially all employees and permitted eligible employees to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of the lower of the fair market value of our common stock on either the first or last day of each six-month offering period. Under the ESPP, employees purchased 2 million shares of common stock in 2026, and 4 million shares of common stock in each of 2025 and 2024.

Stock-based Compensation Expense


For the year ended	2026		2025		2024

Stock-based compensation expense by caption
Cost of goods sold	$	528	$	409	$	312
Research and development	495		347		296
Selling, general, and administrative	259		219		213
	$	1,282	$	975	$	821

Stock-based compensation expense by type of award
Restricted stock awards	$	1,153	$	877	$	749
ESPP	129		98		72
	$	1,282	$	975	$	821

Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Income tax benefits for share-based awards were $633 million, $163 million, and $140 million for 2026, 2025, and 2024, respectively. The capitalized stock-based compensation expense that remained in inventory was not material for any period presented. As of September 3, 2026, $1.98 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2030, resulting in a weighted-average period of 1.2 years.

Note 15. Government Incentives

We receive incentives from governmental entities primarily in India, Japan, Singapore, and the United States principally in the form of cash grants and tax credits. These incentives primarily relate to capital expenditures and may be subject to reimbursement if certain conditions are not met or maintained. The conditions attached to these incentives require us to incur expenditures related to the construction of new manufacturing facilities, the purchase and installation of specialized tools and equipment, R&D expenditures, meet and/or maintain operational metrics, and/or maintain certain levels of fixed asset investment or employee headcount during the incentive terms.

Government incentives related to capital expenditures have reduced property, plant and equipment by $10.93 billion as of September 3, 2026, of which $6.43 billion pertained to 2026 expenditures.

In 2026, operating income benefited by $901 million (approximately 78% in COGS and 22% in R&D) from government incentives that reduced depreciation expense and other operating incentives, which offset against the related expense.

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


As of	September 3, 2026		August 28, 2025

Receivables	$	3,319	$	1,572
Other noncurrent assets	2,122		914
Noncurrent unearned government incentives	786		1,018

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In addition to the receivables and other noncurrent assets in the table above and cash incentives already received, we had commitments from various governmental entities, subject to achievement of certain performance conditions.

U.S. CHIPS Act Funding Agreements

On December 9, 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho and two planned fabs in Clay, New York. In June 2025, we entered into amendments to the direct funding agreements to add a second planned fab in Boise, Idaho and allocated certain award funding from the $6.1 billion grants previously awarded to the second planned Idaho fab. The direct funding for up to $6.1 billion remains unchanged. In 2025, we also entered into a direct funding agreement with the U.S. Department of Commerce for up to $275 million in direct funding for our fab in Manassas, Virginia. The direct funding agreement for our fab in Virginia is substantially similar to those for our fabs in Idaho and New York. The grants under the funding agreements represent total CHIPS Act grants of up to $6.4 billion in connection with our U.S. manufacturing expansion and modernization projects. Excluding the receivables and other noncurrent assets in the table above and cash incentives already received, the remaining unrecognized commitment related to the total CHIPS Act grants was $4.9 billion as of September 3, 2026.

Funding will be based on the achievement of construction, tool installation, and wafer production milestones. We retain discretion with respect to capacity and production volume ramp of each project. The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the CHIPS Act. In addition, the agreements include certain events of default and related rights and remedies, including clawbacks related to the failure to complete a project by an agreed upon completion date, violation of CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project.

We are permitted to make customary and ordinary course recurring dividends (and reasonable ordinary course increases thereof) consistent with our past practice. There are restrictions on our payment of special and one-time dividends during the five-year period following the Idaho and New York award date of December 9, 2024. Share repurchases are permitted during the first two years of such five-year period up to amounts specified in the funding agreements to help offset the dilutive effects of employee stock compensation or as otherwise permitted by the U.S. Department of Commerce. During the final three years of such five-year period, stock repurchases are subject to financial and other conditions, including limitations based on free cash flow, net of CHIPS Act grant incentives received with respect to capital expenditures and net of dividends paid, each as defined in the direct funding agreements.

We may be required to pay upside sharing amounts for a period of up to ten years following the first year in which the cumulative cash flow from a project is positive, if cumulative cash flows from the project exceed a threshold level that is at a significant premium to the baseline projection. The upside sharing amount would equal a modest sharing percentage of the excess cash flows above the threshold level, but not to exceed 75% of award disbursements for a project, after considering any clawbacks or other repayments.

In addition to the $4.9 billion commitment amount above, we receive an investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act. The One Big Beautiful Bill Act increased the investment tax credit from 25% to 35% on qualified investments. As qualified investments are made, we recognize investment tax credits in receivables or other noncurrent assets.

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.

Other Government Incentive Commitments

We receive incentives for the construction of a new assembly and test facility in Gujarat, India, representing 50% of the total project cost from the Indian central government and 20% of the total project cost from the state of Gujarat. The remaining unrecognized commitment was for up to 102 billion Indian rupees (approximately $1.1 billion) as of September 3, 2026.

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We also receive incentives from the Japanese Ministry of Economy, Trade and Industry to support the production of DRAM using EUV lithography and to modernize our Hiroshima, Japan manufacturing facility. The remaining unrecognized commitment was for up to 536 billion Japanese yen (approximately $3.4 billion) as of September 3, 2026.

In November 2025, we finalized an incentive arrangement for the expansion of our Singapore manufacturing facilities, followed by a second arrangement in April 2026, for the expansion of our Singapore R&D. Under both arrangements, we will receive government support for qualified capital spending and labor costs. The incentive arrangements may be subject to reduction, recapture, or termination if certain conditions are not met. Terms and conditions are subject to the confidentiality provisions of the incentive arrangements.

Note 16. Revenue and Customer Contract Liabilities

Revenue by Technology


For the year ended	2026		2025		2024

DRAM	$	100,679	$	28,578	$	17,603
NAND	31,785		8,503		7,227
Other (primarily NOR)	724		297		281
	$	133,188	$	37,378	$	25,111

See Note 20. Segment and Other Information for disclosure of disaggregated revenue by market segment.

As of September 3, 2026, the transaction price allocated to our remaining performance obligations was approximately $134 billion, of which $13 billion has been recognized as contract liabilities. Contract liabilities primarily consisted of customer deposits associated with strategic customer agreements. Nearly all of the deposits are scheduled to be repaid between 2029 and 2031. Approximately one-fourth of the remaining performance obligations as of September 3, 2026 are expected to be recognized as revenue over the next twelve months. The remaining performance obligations are expected to be fully recognized within the next five years. As of August 28, 2025, our remaining performance obligations were not material.

Our remaining performance obligations are based on expected purchases to satisfy committed volumes and minimum pricing and are not expected to be indicative of future revenue under these contracts. We have excluded agreements from our remaining performance obligations that do not have either fixed pricing or price bands as the related consideration is variable at contract inception. As a practical expedient, we have excluded contracts that have an original term of one year or less from remaining performance obligations.

Certain strategic customer agreements also include terms requiring our customers to maintain letters of credit with third-party financial institutions. Our right to access letters of credit is contingent upon the occurrence of specified events of default or breach by our customers. Letters of credit are not recognized as revenue unless an event of default or breach has occurred. The aggregate amount of letters of credit issued, or contractually committed to be issued, by third-party financial institutions was $7 billion as of September 3, 2026, which represented the maximum potential proceeds available to us in the event of customer default or breach. In the event of customer default or breach, our contractual recovery rights may include proceeds from letters of credit, rights to decrement customer deposits and other contractual remedies.

As of September 3, 2026 and August 28, 2025, other current liabilities included $4.32 billion and $1.19 billion, respectively, for estimates of consideration payable to customers, including pricing adjustments and returns.

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Note 17. Other Operating (Income) Expense, Net


For the year ended	2026		2025		2024

Patent license charges	$	500	$	57	$	—
Patent cross-license agreement gain	—		—		(200)
Other	67		43		(50)
	$	567	$	100	$	(250)

Note 18. Income Taxes

Our income tax (provision) benefit consisted of the following:


For the year ended	2026		2025		2024

Income before income taxes and equity in net income (loss) of equity method investees
U.S.	$	4,819	$	686	$	544
Foreign	94,852		8,968		696
	$	99,671	$	9,654	$	1,240

Income tax (provision) benefit
Current
U.S. federal	$	(782)	$	(275)	$	(82)
State	(272)		(15)		(1)
Foreign	(14,180)		(670)		(333)
	(15,234)		(960)		(416)
Deferred
U.S. federal	522		(118)		18
State	46		—		—
Foreign	(95)		(46)		(53)
	473		(164)		(35)

Income tax (provision) benefit	$	(14,761)	$	(1,124)	$	(451)

In 2026, we adopted ASU 2023-09, Improvements to Income Tax Disclosure, on a prospective basis. The table below reconciles our tax (provision) benefit based on the U.S. federal statutory rate to our effective rate for the year ended September 3, 2026:


For the year ended	2026

U.S. federal income tax (provision) benefit at statutory rate	$	(20,931)	21.0	%
State taxes, net of federal benefit(1)	(162)		0.2	%
Foreign effects
Singapore
Tax rate differential	5,968		(6.0)	%
Other	(17)		—	%
Other foreign jurisdictions	(316)		0.3	%
Other(2)	697		(0.7)	%
Income tax (provision) benefit	$	(14,761)	14.8	%

*(1)*State taxes in Illinois made up the majority of the tax effects for 2026.

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*(2)*Includes the tax effects of nontaxable or nondeductible items, tax credits, impacts of cross border tax effects, and changes in unrecognized tax benefits.

The table below presents required disclosures prior to the adoption of ASU 2023-09 and reconciles our tax (provision) benefit based on the U.S. federal statutory rate to our effective rate for the years ended August 28, 2025 and August 29, 2024:


For the year ended	2025				2024

U.S. federal income tax (provision) benefit at statutory rate	$	(2,027)	21.0	%	$	(260)	21.0	%
U.S. tax on foreign operations	(476)		4.9		(7)		0.6
Change in valuation allowance	36		(0.4)		(59)		4.8
Change in unrecognized tax benefits	(23)		0.2		(41)		3.3
Foreign tax rate differential	1,132		(11.7)		(214)		17.2
Research and development tax credits	208		(2.2)		76		(6.1)
State taxes, net of federal benefit	(7)		0.1		12		(1.0)
Other	33		(0.3)		42		(3.4)
Income tax (provision) benefit	$	(1,124)	11.6	%	$	(451)	36.4	%

The table below provides the updated requirements of ASU 2023-09 for cash paid for income taxes, net of refunds:


For the year ended	2026

Federal	$	275
State(1)	153
Foreign
Singapore	481
Other jurisdictions	345
Total cash paid for income taxes, net of refunds	$	1,254

(1) State taxes in California made up the majority of the tax effects for 2026.

We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds. For 2026, tax incentive arrangements in Singapore reduced our income tax provision by $11.22 billion. This benefit was largely offset by $9.03 billion of qualified domestic minimum top-up taxes resulting from Singapore’s implementation of the OECD Pillar Two framework. Accordingly, the net benefit of tax incentive arrangements, primarily Singapore, to our income tax provision was $2.21 billion (benefiting our diluted earnings per share by $1.93). For 2025, tax incentive arrangements, primarily Singapore, reduced our income tax provision by $1.05 billion (benefiting our diluted earnings per share by $0.93). As a result of the low level of profitability and geographic mix of income, the benefit from tax incentive arrangements was not material for 2024.

Other noncurrent liabilities included $9.82 billion and $648 million related to income taxes payable as of September 3, 2026 and August 28, 2025, respectively.

As of September 3, 2026, certain non-U.S. subsidiaries had undistributed earnings that are deemed to be indefinitely reinvested. A provision has not been recognized to the extent that distributions from such subsidiaries would be subject to additional foreign withholding or state income tax. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.

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


As of	September 3, 2026		August 28, 2025

Deferred tax assets
Net operating loss and tax credit carryforwards	$	737	$	1,016
Accrued salaries, wages, and benefits	529		203
Operating lease liabilities	140		192
Inventories	119		25
Property, plant, and equipment	63		—
Other	202		37
Gross deferred tax assets	1,790		1,473
Less valuation allowance	(581)		(634)
Deferred tax assets, net of valuation allowance	1,209		839

Deferred tax liabilities
Right-of-use assets	(108)		(163)
Other	(172)		(112)
Deferred tax liabilities	(280)		(275)

Net deferred tax assets	$	929	$	564

As of September 3, 2026, and August 28, 2025, we had a valuation allowance of $581 million and $634 million, respectively, against our net deferred tax assets, primarily related to carryforwards in Malaysia and U.S. states.

As of September 3, 2026, we had net operating loss carryforwards of $1.68 billion, of which $1.46 billion in Malaysia can be carried forward indefinitely and the remainder expires between 2027 and 2046.

As of September 3, 2026, we had tax credit carryforwards of $513 million, of which $100 million can be carried forward indefinitely and the remainder expires between 2027 and 2046.

Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:


For the year ended	2026		2025		2024

Beginning unrecognized tax benefits	$	735	$	716	$	744
Increases related to tax positions from prior years	17		11		2
Increases related to prior year tax positions taken in current year	—		—		20
Increases related to tax positions taken in current year	64		55		54
Decreases related to tax positions from prior years	(4)		(8)		(89)
Decreases related to settlement with tax authorities	—		—		(15)
Reductions due to lapsed statutes of limitations	(17)		(39)		—
Ending unrecognized tax benefits	$	795	$	735	$	716

As of September 3, 2026, gross unrecognized tax benefits were $795 million, which would have an impact of approximately $629 million on our effective tax rate in the future, if recognized. Amounts accrued for interest and penalties related to uncertain tax positions were not material for any period presented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits.

Our U.S. federal and state tax returns remain open to examination for 2018 through 2026. We are currently under audit by the Internal Revenue Service for our 2018 and 2019 tax years. In addition, tax returns that remain open to examination in Singapore, Taiwan, and Japan range from the years 2021 to 2026.

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Note 19. Earnings Per Share


For the year ended	2026		2025		2024

Net income – Basic and Diluted	$	84,969	$	8,539	$	778

Weighted-average common shares outstanding – Basic	1,127		1,116		1,105
Dilutive effect of equity compensation plans	16		9		13
Weighted-average common shares outstanding – Diluted	1,143		1,125		1,118

Earnings per share
Basic	$	75.38	$	7.65	$	0.70
Diluted	74.33		7.59		0.70

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


For the year ended	2026	2025	2024

Equity compensation plans	—	6	3

Note 20. Segment and Other Information

Segment information reported herein is consistent with the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), assesses the performance of our segments based on segment revenue, cost of goods sold, operating expenses, and operating income. The segment information reported herein is regularly provided to and reviewed and evaluated by our CODM to budget, forecast, and decide how to allocate resources for capital investments, human capital, and other strategic investments across our segments.

We have the following four business units, which are our reportable segments:

Cloud Memory Business Unit (“CMBU”):** Focused on memory solutions for large hyperscale cloud customers, and HBM for all data center customers.
Core Data Center Business Unit (“CDBU”):** Focused on storage solutions for all data center customers, including data center SSDs and NAND components, and memory solutions for OEM data center, enterprise, and NeoCloud customers.
Mobile and Client Business Unit (“MCBU”):** Focused on memory and storage solutions for the mobile and client segments.
Automotive and Embedded Business Unit (“AEBU”):** Focused on memory and storage solutions for the automotive, industrial, and consumer segments.

Our other operations do not meet the thresholds of a reportable segment and are reported under All Other. Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating income and expenses are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. Certain income and expenses are not allocated to segments because our CODM does not consider these amounts in the assessment of the performance of our segments. The unallocated amounts consisted primarily of stock-based compensation. Additionally, the unallocated amounts included $500 million of patent license charges in other operating (income) expense, net in 2026 and a $987 million benefit in cost of goods sold in 2024 from the sale of inventories that had been written down to their net realizable value in 2023.

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For the year ended 2026	CMBU		CDBU		MCBU		AEBU		All Other		Unallocated		Total

Revenue	$	43,085	$	37,592	$	36,601	$	15,886	$	24	$	—	$	133,188
Cost of goods sold	8,802		6,031		6,413		3,891		19		528		25,684
Gross margin	34,283		31,561		30,188		11,995		5		(528)		107,504

Research and development	2,510		1,648		550		443		1		498		5,650
Selling, general, and administrative	549		374		430		335		—		259		1,947
Other operating (income) expense, net	(1)		—		—		—		2		566		567
Operating income	$	31,225	$	29,539	$	29,208	$	11,217	$	2	$	(1,851)	$	99,340


For the year ended 2025	CMBU		CDBU		MCBU		AEBU		All Other		Unallocated		Total

Revenue	$	13,524	$	7,229	$	11,859	$	4,753	$	13	$	—	$	37,378
Cost of goods sold	5,867		3,995		8,650		3,566		14		413		22,505
Gross margin	7,657		3,234		3,209		1,187		(1)		(413)		14,873

Research and development	1,315		864		836		435		—		348		3,798
Selling, general, and administrative	213		188		390		195		—		219		1,205
Other operating (income) expense, net	—		2		2		—		—		96		100
Operating income	$	6,129	$	2,180	$	1,981	$	557	$	(1)	$	(1,076)	$	9,770


For the year ended 2024	CMBU		CDBU		MCBU		AEBU		All Other		Unallocated		Total

Revenue	$	3,792	$	4,984	$	11,667	$	4,631	$	37	$	—	$	25,111
Cost of goods sold	2,677		3,638		10,222		3,598		20		(657)		19,498
Gross margin	1,115		1,346		1,445		1,033		17		657		5,613

Research and development	769		960		994		425		—		282		3,430
Selling, general, and administrative	107		139		485		186		(1)		213		1,129
Other operating (income) expense, net	(5)		(8)		(33)		(10)		—		(194)		(250)
Operating income	$	244	$	255	$	(1)	$	432	$	18	$	356	$	1,304

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


For the year ended	2026		2025		2024

CMBU	$	3,335	$	2,260	$	1,112
CDBU	2,237		1,530		1,434
MCBU	2,490		3,177		3,762
AEBU	1,431		1,375		1,447
All Other	6		5		7
Unallocated	4		5		18
	$	9,503	$	8,352	$	7,780

We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments. As of September 3, 2026 and August 28, 2025, CMBU, CDBU, MCBU, and AEBU had goodwill of $654 million, $109 million, $284 million, and $103 million, respectively.

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Note 21. Certain Concentrations

Our business units are based on market segments. See Note 20. Segment and Other Information for disclosure of disaggregated revenue by market segment. No customer accounted for 10% or more of total revenue in 2026. Revenue from one customer was 17% (primarily included in the CMBU segment) of total revenue for 2025. Revenue from one customer was 10% (primarily included in the MCBU, AEBU, and CMBU segments) of total revenue for 2024.

We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, in some cases, materials or production equipment are provided by a single supplier.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit, fixed-income securities, trade receivables, share repurchase, and derivative contracts. We invest in high-credit-quality issuers and, by policy, generally limit the concentration of credit exposure by restricting investments with any single obligor and monitor credit risk on an ongoing basis. A concentration of credit risk may exist with respect to receivables of certain customers. We perform ongoing credit evaluations of customers worldwide and generally do not require collateral from our customers to mitigate credit risk. Historically, we have not experienced material losses on receivables. A concentration of risk may also exist with respect to our derivative hedging programs as the number of counterparties to our hedges is limited and the notional amounts are relatively large. We seek to mitigate such risk by limiting our counterparties to major financial institutions and through entering into master netting arrangements.

Note 22. Geographic Information

Revenue based on the geographic location of our customers’ headquarters was as follows:


For the year ended	2026		2025		2024

U.S.	$	91,323	$	24,113	$	13,168
Taiwan	16,950		5,672		4,708
Mainland China (excluding Hong Kong)	8,338		2,639		3,045
Hong Kong	6,289		1,138		1,071
Other Asia Pacific	5,777		1,913		1,330
Japan	2,066		895		840
Europe	1,716		625		818
Other	729		383		131
	$	133,188	$	37,378	$	25,111

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


As of	September 3, 2026		August 28, 2025

Taiwan	$	27,613	$	18,965
U.S.	14,463		8,445
Singapore	12,345		10,669
Japan	7,247		7,038
Malaysia	1,184		1,124
India	609		449
China	473		544
Other	97		92
	$	64,031	$	47,326

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Micron Technology, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Micron Technology, Inc. and its subsidiaries (the “Company”) as of September 3, 2026 and August 28, 2025, and the related consolidated statements of operations and comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended September 3, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of September 3, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 3, 2026 and August 28, 2025, and the results of its operations and its cash flows for each of the three years in the period ended September 3, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 3, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

As described in Note 1 to the consolidated financial statements, revenue is primarily recognized at a point in time when control of the promised goods is transferred to customers at an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Contracts with certain customers are short-term in duration. The Company also has strategic customer agreements structured as take-or-pay agreements, with binding commitments for specific contractually enforceable volumes over the multi-year contract terms. For all contracts, payments are generally due shortly after delivery. The Company estimates a liability for returns using the expected value method based on historical returns. In addition, the Company generally offers price protection to its distributors, which is a form of variable consideration that decreases the transaction price. The Company uses the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue. The Company recorded total revenue of $133,188 million for the year ended September 3, 2026.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among others, (i) reading a sample of customer agreements for relevant contractual terms; (ii) evaluating revenue recognized by testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of data provided by management; (iii) confirming, on a sample basis, outstanding customer invoice balances as of year-end and, for confirmations not returned, obtaining and inspecting source documents, including executed contracts, purchase orders, invoices, proof of shipment or delivery, as applicable, and subsequent cash receipts, as applicable; and (iv) testing revenue adjustments related to distributor price protection, on a sample basis, by obtaining and inspecting source documents, which included support for the nature and amount of the adjustments.

/s/ PricewaterhouseCoopers LLP

San Jose, California

October 9, 2026

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

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