UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 1, 2022
OR☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromtoCommission file number 1-10658

Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware(State or other jurisdiction of incorporation or organization)
8000 S. Federal Way, Boise, Idaho(Address of principal executive offices)
Registrant’s telephone number, including area code75-1618004(IRS Employer Identification No.)
83716-9632(Zip Code)(208) 368-4000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.10 per share

Trading Symbol
MU

Name of each exchange on which registered
Nasdaq Global Select Market

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),Yes ☒and (2) has been subject to such filing requirements for the past 90 days.

No ☐
No ☒
No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theYes ☒ No ☐registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company Emerging Growth Company

☒

☐

☐

☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any☐
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that☒
prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒The aggregate market value of the voting and non-voting common equity held by non-affiliates was $83.9 billion based on the closing price reported on the
Nasdaq Global Select Market on March 3, 2022. Shares of common stock held by each executive officer and director and by each person who owns 5% ormore of the outstanding common stock were excluded as they may be deemed to be affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes.
The number of outstanding shares of the registrant’s common stock as of September 30, 2022 was 1,087,168,584.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the registrant’s Fiscal 2022 Annual Meeting of Shareholders to be held on January 12, 2023 are incorporated byreference into Part II and Part III of this Annual Report on Form 10-K.

MicronCorporate
ProfileFounded on October 5, 1978
Headquartered in
Boise, Idaho, USA$30.8B

FY22 annual revenue

4thLargest semiconductor company
in the world*127

On the 2022 Fortune 500

51,000+Patents granted and growing**

17

It’s All About Data
Data is today’s new business currency, andmemory and storage are a critical foundation forthe data economy. Memory and storage
innovations will help transform society andenable significant value for all.

Who We Are
Micron designs, develops, and manufactures industry-leading memoryand storage products. By providing foundational capability for AI and 5G
across data center, the intelligent edge, and consumer devices, we
unlock innovation across industries including healthcare, automotive andcommunications. Our technology and expertise are central to maximizing
value from cutting-edge computing applications and new businessmodels which disrupt and advance the industry.

Countries**

Our Vision11

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

Manufacturing sites and
15 customer labs**~48,000
Team members**

Our Commitment*Based on Gartner Market Share:
Semiconductors by End Market, Worldwide, 2021
(April 2022), excluding IP/software revenue.
**Micron data as of September 1, 2022.

Our customers depend on our innovative solutions every day. We
dedicate ourselves to demonstrating our environmental conscience, an
inclusive team culture where all voices are heard and respected, andengaging in our communities to enrich life for all.

Media Inquiries
mediarelations@micron.com
Government Inquiries
govaffairs@micron.com
Investor Inquiries
investorrelations@micron.com

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

Connect with us on micron.com© 2022 Micron Technology, Inc. Micron, the Micron orbit logo, the M orbit logo, Intelligence AcceleratedTM, and other Micron trademarks are the property of Micron Technology, Inc. All othertrademarks are the property of their respective owners. Products and specifications are subject to change without notice. Rev 09/22.

Micron’s Global Footprint

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

Table of Contents
Introduction

5

PART I
Item 1.

Business

7

Item 1A.

Risk Factors

22

Item 1B.

Unresolved Staff Comments

39

Item 2.

Properties

40

Item 3.

Legal Proceedings

41

Item 4.

Mine Safety Disclosures

41

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

41

Item 6.

[Reserved]

43

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

52

Item 8.

Financial Statements and Supplementary Data

53

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

91

Item 9A.

Controls and Procedures

91

Item 9B.

Other Information

91

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

92

Item 10.

Directors, Executive Officers, and Corporate Governance92

Item 11.

Executive Compensation

92

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

92

Item 13.

Certain Relationships and Related Transactions, and Director Independence

92

Item 14.

Principal Accountant Fees and Services

92

Item 15.

Exhibits and Financial Statement Schedule

93

Item 16.

Form 10-K Summary

96

PART IIPART IIIPART IV

Signatures

97

4

Table of Contents

Definitions of Commonly Used Terms
As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its consolidated subsidiaries,
unless the context indicates otherwise. Abbreviations, terms, or acronyms are commonly used or found in multiple
locations throughout this report and include the following:Term2023 Notes

Definition

Term

Definition

InoteraInotera Memories, Inc.

Intel

Intel Corporation

LIBOR
LPDDR

London Interbank Offered Rate
Low-Power Double Data Rate DRAM

2026 Notes
2027 Notes

2.497% Senior Notes due April 2023, repaid
November 2021
4.640% Senior Notes due February 2024,
repaid November 2021
Senior Term Loan A due October 2024
5.500% Senior Notes due February 2025,
repaid November 2019
4.975% Senior Notes due February 2026
4.185% Senior Notes due February 2027

LPDRAM
MCP

2029 Notes
2030 Notes
2032 Green Bonds

5.327% Senior Notes due February 2029
4.663% Senior Notes due February 2030
2.703% Senior Notes due April 2032

MicronMTU
NVMe

2032D Notes

OEM

2041 Notes

3.125% Convertible Senior Notes due May
2032, settled August 2021
3.366% Senior Notes due November 2041

Low-Power DRAM
Multichip packaged solutions with managed
NAND and LPDRAM
Micron Technology, Inc. (Parent Company)
Micron Technology Utah, LLC
Hardware interface for SSDs that connect via
a PCIe bus
Original Equipment Manufacturer

2051 Notes
AI

3.477% Senior Notes due November 2051
Artificial Intelligence

QimondaQLC

DDR

Double Data Rate DRAM

EBITDAESG
EUVExtinguished 2024
Term Loan A
GDDR
HBM

Earnings before interest, taxes, depreciation,
and amortization
Environmental, Social, and Governance
Extreme ultraviolet lithography
Senior Term Loan A due October 2024,
repaid May 2021
Graphics Double Data Rate
High-bandwidth memory, a stacked DRAM
technology optimized for memory-bandwidth
intensive applications

Revolving Credit
Facility
SATA

HBM2E
IMFT

Second generation HBM
IM Flash Technologies, LLC

2024 Notes
2024 Term Loan A
2025 Notes

PCIe

High-speed motherboard connection for
peripheral devices such as storage drives
Qimonda AG
Quad-Level Cell (four bits per cell)

SLC
SOFR
SSD

$2.5 billion Revolving Credit Facility due May
2026
Hardware interface for connecting to storage
devices such as hard disk drives and SSDs
Single-Level Cell (one bit per cell)
Secured Overnight Financing Rate
Solid State Drive

TI
TLC

Texas Instruments Incorporated
Triple-Level Cell (three bits per cell)

UFS
uMCP

Universal Flash Storage
UFS-based MCP

Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Intel and
3D XPoint are trademarks of Intel Corporation or its subsidiaries. Other product names or trademarks that are notowned by Micron are for identification purposes only and may be the trademarks of their respective owners.
All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period
ending on the Thursday closest to August 31. Fiscal 2022 and 2021 contained 52 weeks and fiscal 2020 contained
53 weeks. Our fourth quarter of fiscal 2020 contained 14 weeks and all other fiscal quarters in the years presented
contained 13 weeks.

5 | 2022 10-K

Table of Contents

Forward-Looking Statements
This Form 10-K contains trend information and other forward-looking statements that involve a number of risks anduncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend,""pledge," "committed," "plan," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely,""may," "will," "would," "should," "could," and variations of such words and similar expressions. However, the absenceof these words or similar expressions does not mean that a statement is not forward-looking. Specific forwardlooking statements include, but are not limited to, statements such as those made regarding plans to start ramping
our 1ß DRAM in manufacturing; plans to implement EUV lithography; the impact of COVID-19 to our business; theexpected decline in bit shipments and pricing for both DRAM and NAND in the first quarter of 2023; the expected
decrease in our gross margin percentage in the first quarter of 2023; reductions in utilization of our manufacturing
facilities; the impact of inflationary pressures on costs in the first quarter of 2023; potential increases in our effective
tax rate; estimates of tax expense for 2023; the timing for construction and ramping of production for new memory
manufacturing fabs in the United States; the receipt of government grants and investment tax credits, the sufficiencyof our cash and investments; the payment of future cash dividends; capital spending in 2023; funding ofsustainability-focused projects; and results of tax return examinations. Our actual results could differ materially fromour historical results and those discussed in the forward-looking statements. Factors that could cause actual results
to differ materially include, but are not limited to, those identified in “Part I – Item 1A. Risk Factors.”

6

Table of Contents

PART IITEM 1. BUSINESS

Overview
We are an industry leader in innovative memory and storage solutions transforming how the world uses information
to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing andoperational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory andstorage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuelthe data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — fromthe data center to the intelligent edge and across the client and mobile user experience.
We manufacture our products at wholly-owned facilities and also utilize subcontractors for certain manufacturing
processes. Our global network of manufacturing centers of excellence not only allows us to benefit from scale while
streamlining processes and operations, but it also brings together some of the world’s brightest talent to work on themost advanced memory technology. Centers of excellence bring expertise together in one location, providing anefficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with teams such as
research and development (“R&D”), product engineering, human resources, procurement and supply chain. For our
locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing
together. We make significant investments to develop proprietary product and process technology, which generally
increases bit density per wafer and reduces per-bit manufacturing costs of each generation of product. We continue
to introduce new generations of products that offer improved performance characteristics, including higher datatransfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, andincreased memory density.
We face intense competition in the semiconductor memory and storage markets and to remain competitive we must
continuously develop and implement new products and technologies and decrease manufacturing costs in spite ofongoing inflationary cost pressures. Our success is largely dependent on obtaining returns on our R&D investments,
efficient utilization of our manufacturing infrastructure, development and integration of advanced product andprocess technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage
solutions, and efficient capital spending.

Lehi, Utah Fab and 3D XPoint
In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory andstorage innovations for the data center market. In connection therewith, we determined that there was insufficient
market validation to justify the ongoing investments required to commercialize 3D XPoint at scale. Accordingly, weceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of ourfacility located in Lehi, Utah that was dedicated to 3D XPoint production. As a result, we classified the property,
plant, and equipment as held for sale as of the second quarter of 2021 and ceased depreciating the assets. On
June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI and closed the sale on October22, 2021.
In the first quarter of 2022, we received $893 million from TI for the sale of the Lehi facility and disposed of$918 million of net assets, consisting primarily of property, plant, and equipment of $921 million; $55 million of otherassets, consisting primarily of a receivable for reimbursement of property taxes, equipment spare parts, and raw
materials; and $58 million of liabilities, consisting primarily of a finance lease obligation. As a result of the dispositionof the Lehi facility and other related adjustments, we recognized a loss of $23 million included in restructure andasset impairments in the first quarter of 2022.
In 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection withthe definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write
down the assets held for sale to the expected consideration, net of estimated selling costs. We also recognized acharge of $49 million to cost of goods sold in 2021 to write down 3D XPoint inventory due to our decision to cease
further development of this technology.

7 | 2022 10-K

Table of Contents

Impact of COVID-19 on Our Business
The COVID-19 pandemic has had, and continues to have, a significant impact around the world, prompting
governments and businesses to take measures such as restrictions on travel and business operations, temporary
closures of businesses, and quarantine and shelter-in-place orders. The pandemic and efforts to address it have attimes significantly curtailed global economic activity and caused volatility and disruption in global financial markets
and may do so in the future. In addition, our workforce and operations, the operations of our customers, and thoseof our vendors and suppliers around the world have been impacted at times and may in the future be impacted by
the pandemic and related measures to address it.
Throughout the pandemic, we have implemented and updated our protocols and procedures in an effort to maintaina healthy and safe environment. We remain committed to the health and safety of our team members, contractors,
suppliers, customers, distributors, and communities. We cannot predict how the pandemic or the steps we, our teammembers, government entities, suppliers, or customers take in response will ultimately impact our business,
outlook, or results of operations.

Sales, Markets, and Products
Product Technologies
Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our
high-performance semiconductor memory and storage technologies, including DRAM, NAND, and NOR. We sell
our products into various markets through our business units in numerous forms, including components, modules,
SSDs, managed NAND, MCPs, and wafers. Our system-level solutions, including SSDs and managed NAND,
combine NAND, a controller, firmware, and in some cases DRAM.
DRAM: DRAM products are dynamic random access memory semiconductor devices with low latency that provide
high-speed data retrieval with a variety of performance characteristics. DRAM products lose content when power isturned off (“volatile”) and are most commonly used in client, cloud server, enterprise, networking, graphics,
industrial, and automotive markets. LPDRAM products, which are engineered to meet standards for performanceand power consumption, are sold into smartphone and other mobile-device markets (including client markets for
Chromebooks and notebook PCs), as well as into the automotive, industrial, and consumer markets.
NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity,
low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the enterprise and cloud,client, and consumer markets and in removable storage markets. Managed NAND is used in smartphones andother mobile devices, and in consumer, automotive, and embedded markets. Low-density NAND is ideal for
applications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.
NOR: NOR products are non-volatile re-writable semiconductor memory devices that provide fast read speeds.
NOR is most commonly used for reliable code storage (e.g., boot, application, operating system, and execute-inplace code in an embedded system) and for frequently changing small data storage and is ideal for automotive,
industrial, and consumer applications.

Products by Business Unit and Market
Compute and Networking Business Unit (“CNBU”)
CNBU includes memory products and solutions sold into client, cloud server, enterprise, graphics, and networking
markets. CNBU reported revenue of $13.69 billion in 2022, $12.28 billion in 2021, and $9.18 billion in 2020. CNBU
sales in 2022 consisted primarily of DRAM products produced on 1x, 1y, 1z, and 1α (1-alpha) technology nodes. In
2022, we ramped our industry-leading 1α DRAM node. Our newest node, 1ß (1-beta), is on track to ramp
manufacturing of CNBU products in 2023.

8

Table of Contents

Client: CNBU sales to the client market in 2022 consisted primarily of DDR4, DDR5, LPDDR4, and LPDDR5 DRAM
products. Our products sold to the client market support both commercial and consumer PC unit growth.
Cloud Server: CNBU sales to the cloud market in 2022 consisted primarily of our DDR4 DRAM products.
Additionally, we began high volume manufacturing and sales of our HBM2E product. Overall cloud growth continues
to be driven by the shift of both infrastructure and workloads from on-premises to the cloud. Cloud-native workloads
are drivers of growth through use-cases like intelligent edge devices capable of AI and augmented reality that store
and access data in the cloud or rely on the cloud for compute capability. Cloud servers supporting AI and datacentric workloads require significantly increasing quantities of DRAM, HBM, and NAND as the task of turning data
into insight becomes increasingly memory-centric. In 2022, we continued the enablement of DDR5 across theindustry, especially with key cloud customers. The move to DDR5 memory enables an increase in memory
bandwidth over DDR4. We expect that our new server DDR5 memory will be a key enabler of CPU core countgrowth and the bandwidth that DDR5 delivers will be central to unlocking overall server system performance gains
for data-intensive workloads like AI and high-performance computing.
Enterprise: CNBU sales to the enterprise market in 2022 consisted primarily of our DDR4 and DDR5 DRAM
products. In 2022, we continued to make progress on our transition to DDR5, which nearly doubles bandwidth andreduces power consumption, and we are on track to support customers as they begin to introduce DDR5-enabled
platforms in 2023. The enterprise market continues to grow beyond the mature OEM-sourced server consumption
model with the further maturing of hybrid cloud and edge solutions as part of the digital transformation.
Graphics: CNBU sales to the graphics market in 2022 consisted primarily of GDDR6 graphics products. The
graphics market is driven by the need for high-performance and HBM solutions. Our GDDR6 and GDDR6X DRAM
graphics products are incorporated into gaming consoles, PC graphics cards, and graphics processing unit-based
data center solutions, which are the driving force behind applications such as AI, virtual and augmented reality, 4K
and 8K gaming, and professional design. In 2022, we announced volume shipments of our new 1z 16Gb GDDR6X,
which features twice the capacity and up to 15% higher performance than the previous 1y generation. The 24Gb/s
peak bandwidth capability of GDDR6X is made possible by our groundbreaking PAM4 signal transmission
technology.
Networking: CNBU sales to the networking market in 2022 consisted primarily of DDR4 and DDR3 DRAM products.
In 2022, demand was driven by 5G infrastructure deployments, data center networking growth, and increasing datatransfer requirements across multiple industries.
Mobile Business Unit (“MBU”)
MBU includes memory products sold into smartphone and other mobile-device markets including discrete NAND,
DRAM, and managed NAND products. MBU managed NAND includes embedded multi-media controller (“e.MMC”)
and universal flash storage (“UFS”) solutions, each of which combine high-capacity NAND with a high-speed
controller and firmware, and eMCP/uMCP products, which combine an e.MMC/UFS solution with LPDRAM. MBU
reported revenue of $7.26 billion in 2022, $7.20 billion in 2021, and $5.70 billion in 2020. In 2022, we continued todeliver key mobile customer qualifications and strong mobile product ramps on our leading nodes. We expanded
our 1α LPDRAM leadership with our 1α LPDDR5. For the fourth quarter of 2022, 176-layer NAND comprised
approximately 95% of our mobile NAND bit shipments and we began volume production of the world’s first 232layer NAND.
Smartphone: MBU sales to the smartphone market in 2022 consisted primarily of LPDDR4, LPDDR5, and managed
NAND solutions. 5G-enabled phones require higher DRAM and NAND content per device and the market
penetration rate for 5G smartphones continued to increase. Our smartphone products are utilized by OEMs toenable AI, augmented reality, and life-like virtual reality capabilities into high-end phones, including facial and voicerecognition, real-time translation, fast image search, and scene detection.
Other: MBU sales in 2022 also included products sold into the feature and disposable phone markets, mobile PC,
and tablet markets. Sales primarily consisted of LPDDR4 and managed NAND solutions.

9 | 2022 10-K

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Embedded Business Unit (“EBU”)
EBU includes memory and storage products sold into industrial, automotive, and consumer markets and includes
discrete and module DRAM, discrete NAND, managed NAND, SSDs, and NOR. EBU reported revenue of $5.24
billion in 2022, $4.21 billion in 2021, and $2.76 billion in 2020. The embedded market has traditionally beencharacterized by long life-cycle DRAM and non-volatile products manufactured on mature process technologies.
Strong trends of digitization, connectivity, and intelligence in every device, are driving increasing demand in
embedded markets for memory and storage products that incorporate leading process technologies. Our embedded
products enable edge devices to store, connect, and transform information in the internet of things (“IoT”) market
and are utilized in a diverse set of applications in the automotive, industrial, and consumer markets.
Industrial: EBU sales to the industrial market in 2022 consisted primarily of DDR4 and DDR3 DRAM, LPDDR4DRAM, SLC NAND, NAND MCPs, and NOR. Our products enable applications in the growing industrial IoT market,
including machine-to-machine communication, factory automation, transportation, surveillance, retail, and smart
infrastructure.
Automotive: EBU sales to the automotive market in 2022 consisted primarily of LPDDR4 DRAM, e.MMC managed
NAND, DDR3 DRAM, and LPDDR2 DRAM. In 2022, we received the first International Organization forStandardization (“ISO”) 26262 Automotive Safety Integrity Level (“ASIL”) D certification of memory for our LPDDR5DRAM, which is based on our 1α process node. Advancements in autonomous driving, advanced driver-assistancesystems, and in-vehicle infotainment systems continue to increase the requirements for high-performing memoryand storage products, with higher reliability requirements for leading-edge products. Automotive memory andstorage products enable connected, advanced infotainment systems with increasingly larger and higher definition
displays and support improved voice and gesture control. In addition, our products enable increasingly advanced
vision and sensor based automated systems to support driver assistance solutions and vehicle safety. Our
comprehensive and expanding portfolio of DRAM, NAND, and NOR solutions to the automotive market, as well as
our extensive customer support network, enable us to maintain our strong leadership position in this market.
Consumer: EBU sales to the consumer market in 2022 consisted primarily of our LPDDR4 DRAM, DDR3 DRAM,
DDR4 DRAM, and SLC NAND. These embedded memory and storage solutions are used in a diverse set of
consumer products, including service provider and IP set-top boxes, digital home assistants, digital still and video
cameras, home networking, ultra-high definition televisions, augmented reality and virtual reality (“AR/VR”)
headsets, and many more applications. Our embedded memory and storage solutions enable edge devices in the
consumer products market to store, connect, and transform information in the IoT.
Storage Business Unit (“SBU”)
SBU includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage
markets and discrete NAND sold in component and wafer forms for usage in various markets. SBU reported
revenue of $4.55 billion in 2022, $3.97 billion in 2021, and $3.77 billion in 2020. In 2022, 176-layer NAND
comprised the the largest portion of SBU’s NAND bit shipments. In 2022, we also began volume production of theworld’s first 232-layer NAND. It features higher areal density and delivers higher capacity and improved energy
efficiency over previous generations of our NAND, to enable best-in-class support of the most data-intensive use
cases from client to cloud.
SSDs: SSD storage products incorporate NAND, a controller, and firmware and offer significant performance andfeatures over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, andlower power consumption. We offer SSD solutions utilizing our NAND technology to the enterprise and cloud, client,and consumer markets.
Enterprise and Cloud SSDs: SBU sales to the enterprise and cloud SSD markets in 2022 consisted primarily of our
5300, 7400, and 9300 series SSDs. In 2022, we announced our 7400 and 7450 SSDs with NVMe, delivering
industry-leading form factor flexibility, PCIe Gen4 performance, and leading-edge security to meet the storage
needs of demanding data center workloads. With this portfolio, we are providing a broad selection of mainstream
data center SSDs. The enterprise and cloud storage markets are driven by the growth of applications that store,
access, and analyze data in the cloud. Applications such as machine learning servers require fast access to datawith low latency, predictable performance, and high storage capacities.

10Table of Contents

Client SSDs: SBU sales to the client SSD market in 2022 consisted primarily of our 2450, 3400, and 2210 seriesclient SSDs. In 2022, we achieved record client SSD revenue. Our client SSDs, targeted for leading personal
computer OEMs, have mostly replaced hard disk drives used in notebooks, desktops, workstations, and otherconsumer applications, and deliver high performance, power efficiency, security, and capacity. In 2022, we began
volume shipments of SSDs with 176-layer QLC NAND that deliver the industry’s leading storage density andoptimized performance for a broad range of data-rich applications. Designed for use cases spanning client and data
center environments, our transformative new NAND technology is now available with the introduction of the 2400
SSD, the world’s first 176-layer PCIe Gen4 QLC SSD for client applications.
Consumer SSDs: SBU sales to the consumer SSD market in 2022 consisted primarily of our Crucial-branded
MX500 and BX500 SATA SSDs and our P2 PCIe SSD, which utilize our NAND QLC and TLC technologies. We hadrecord consumer SSD revenue in 2022, assisted by the growth of our QLC SSDs, and we continued to transition
our product line of consumer SSDs from SATA to NVMe. In 2022, we announced availability of two new consumer
storage products, the Crucial P3 Plus Gen4 NVMe and Crucial P3 NVMe SSDs, as an expansion of our Crucial
NVMe SSD product portfolio. Our consumer SSD solutions are replacing installed hard disk drives as end users andsystem builders and integrators seek the higher performance, power savings, and reliability of SSDs.
Components and Wafers: SBU sales of components in 2022 consisted primarily of our 176-layer and 96-layer TLC
and QLC NAND products.

Marketing and Customers
We seek to build collaborative relationships with our customers to understand their unique opportunities andchallenges. By engaging with our customers early in the product life-cycle to identify and design features andperformance characteristics into our products, we are able to manufacture products that anticipate and address ourcustomers’ changing needs. Collaborating with our customers on their design needs in changing end markets andmeeting their timelines for qualifying new products, allows us to differentiate our memory and storage solutions,which provides greater value to our customers.
Our semiconductor memory and storage products are offered under our Micron and Crucial brand names andthrough private labels. We market our semiconductor memory and storage products primarily through our own direct
sales force and maintain sales or representative offices to support our worldwide customer base. Our products arealso offered through independent sales representatives, distributors, and retailers. Our independent sales
representatives obtain orders, subject to final acceptance by us, and we then make shipments against these orders
directly to customers or through our distributors. Our distributors carry our products in inventory and typically sell avariety of other semiconductor products, including our competitors’ products. We sell our Crucial-branded products
through a web-based customer direct sales channel as well as through channel and distribution partners. We
maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products.
Due to volatile industry conditions, our customers are generally reluctant to enter into long-term, fixed-pricepurchase contracts. We typically accept orders with acknowledgment that pricing, quantity, and other terms may be
adjusted to reflect market conditions at the time of shipment.
In each of the last three years, approximately one-half of our total revenue was from our top ten customers. For
other information regarding our concentrations and customers, see “Part II – Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Certain Concentrations.”

Competitive Conditions
We face intense competition in the semiconductor memory and storage markets from a number of companies,
including Intel; Kioxia Holdings Corporation; Samsung Electronics Co., Ltd.; SK hynix Inc.; and Western Digital
Corporation. Our competitors may use aggressive pricing to obtain market share. Some of our competitors are large
corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth
opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation ofindustry competitors could put us at a competitive disadvantage as our competitors may benefit from increased
manufacturing scale and a stronger product portfolio.

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In addition, some governments may provide, or have provided and may continue to provide, significant assistance,
financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national
industries and/or competitors. In particular, we face the threat of increasing competition as a result of significant
investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities,
such as Yangtze Memory Technologies Co., Ltd. (“YMTC”) and ChangXin Memory Technologies, Inc. (“CXMT”), thatis intended to advance China’s stated national policy objectives. In addition, the Chinese government may restrict
us from participating in the China market or may prevent us from competing effectively with Chinese companies.
We and our competitors generally seek to increase wafer output, improve yields, and reduce die size, which could
result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supplyof semiconductor memory and storage also result from fabrication capacity expansions, either by way of new
facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memoryand storage production. Our competitors may increase capital expenditures resulting in future increases inworldwide supply. We, and some of our competitors, have plans to ramp, or are constructing or ramping, production
at new fabrication facilities. Increases in worldwide supply of semiconductor memory and storage, if notaccompanied by commensurate increases in demand, could lead to declines in average selling prices for our
products and could materially adversely affect our business, results of operations, or financial condition. If
competitors are more successful at developing or implementing new product or process technology, their products
could have cost or performance advantages.

Manufacturing
We manufacture our products within our own facilities located in Taiwan, Singapore, Japan, the United States,
Malaysia, and China, and also utilize subcontractors to perform certain manufacturing processes. Our products are
manufactured on 300mm wafers in facilities that generally operate 24 hours per day, seven days per week.
Semiconductor manufacturing is capital intensive, requiring large investments in sophisticated facilities andequipment. Our DRAM, NAND, and NOR products share a number of common manufacturing processes, enabling
us to leverage our product and process technology and certain resources and manufacturing infrastructure acrossthese product lines.
Our process for manufacturing semiconductor products is complex and involves numerous precise steps, including
wafer fabrication, assembly, and test. Efficient production of semiconductor products requires utilization of advanced
semiconductor manufacturing techniques and effectively deploying those techniques across multiple facilities. The
primary determinants of manufacturing cost are process line-width, 3D non-volatile layers, NAND cell levels,
process complexity (including the number of mask layers and fabrication steps), and manufacturing yield. Other
factors include the cost and sophistication of manufacturing equipment, equipment utilization, cost of raw materials,
labor productivity, package type, cleanliness of our manufacturing environment, and utilization of subcontractors to
perform certain manufacturing processes. As we continue to increase our production of high value products andsolutions, manufacturing costs are increasingly affected by the costs of application-specific integrated circuit (ASIC)
controllers and other semiconductors, advanced and complex packaging configurations, and testing at progressively
higher performance speeds and quality levels. We continuously enhance our production processes, increase bits
per wafer, transition to higher density products, and utilize advanced testing and assembly processes.
Wafer fabrication occurs in a highly-controlled clean environment to minimize yield loss from contaminants. Despite
stringent manufacturing controls, individual circuits may be nonfunctional or wafers may be scrapped due toequipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects, or
contamination from airborne particles, among other factors. Success of our manufacturing operations depends
largely on minimizing defects and improving process margin to maximize yield of high-quality circuits. In this regard,
we employ rigorous quality controls throughout the manufacturing, screening, and testing processes. We continue
to heighten quality control as our product offerings expand into higher-end segments that require increasing
performance targets.

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Our products are manufactured and sold in both packaged form and as unpackaged bare die. Our packaged
products include packaged die, memory modules, and system-level solutions, such as SSDs, managed NAND, andMCPs. We assemble many products in-house and, in some cases, outsource assembly services for certain
packaged die, memory modules, SSDs, and MCPs. We test our products at various stages in the manufacturing
process, conduct numerous quality control inspections throughout the entire production flow, and perform hightemperature burn-in on finished products. In addition, we use our proprietary AMBYX™ line of intelligent test andburn-in systems to perform simultaneous circuit tests of semiconductor die, capturing quality and reliability data andreducing testing time and cost.
In recent years, we have produced an increasingly broad portfolio of products and system solutions, which
enhances our ability to allocate resources to our most profitable products but also increases the complexity of ourmanufacturing and supply chain operations. Although our product lines generally use similar manufacturing
processes, our costs can be affected by frequent conversions to new products; the allocation of manufacturing
capacity to more complex, smaller-volume products; and the reallocation of manufacturing capacity across various
product lines.

Resources
Supply Chain, Materials, and Third-Party Service Providers
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and theuse of third parties to provide us with components and services. We generally have multiple sources of supply forour materials and services. However, only a limited number of suppliers are capable of delivering certain materials,
components, and services that meet our standards and, in some cases, materials, components, or services areprovided by a single or sole source, and we may be unable to qualify new suppliers on a timely basis. The
availability of materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates,
lead frames, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors
could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into
finished goods. Shortages or increases in lead times have occurred in the past, are currently occurring with respect
to some materials and components, and may occur from time to time in the future. Constraints within our supply
chain for certain materials and integrated circuit components could limit our bit shipments, which could have amaterial adverse effect on our business, results of operations, or financial condition.
Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers,
analog integrated circuits, and other components used in some of our products and with outsourced semiconductor
foundries, assembly and test providers, contract manufacturers, logistics carriers, and other service providers,
including providers of electricity and other utilities. Although we have certain long-term contracts with some of our
suppliers, many of these contracts do not provide for long-term capacity or pricing commitments. To the extent we
do not have firm commitments from our third-party suppliers over a specific time period or for any specific capacity,quantity, and/or pricing, our suppliers may allocate capacity to their other customers and capacity and/or materials
may not be available when needed or at reasonable prices. Inflationary pressures and shortages have increased,
and may continue to increase costs for materials, supplies, and services. Regardless of contract structure, large
swings in demand may exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes
resulting in a shortage of parts, materials, or capacity needed to manufacture our products. In addition, if any of our
suppliers was to cease operations or become insolvent, this could impact their ability to provide us with necessary
supplies, and we may not be able to obtain the needed supply in a timely way or at all from other providers.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals,
and metals. Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public healthissues, such as COVID-19, may limit our ability to obtain such materials. Although these rare earth and othermaterials are generally available from multiple suppliers, China is the predominant producer of certain of thesematerials. If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply may
be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at acommercially reasonable cost. Constrained supply of rare earth elements, minerals, and metals may restrict ourability to manufacture certain of our products and make it difficult or impossible to compete with othersemiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China.

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We and/or our suppliers and service providers could be affected by regional conflicts, sanctions, tariffs, embargoes,or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climatechange, conflict minerals, responsible sourcing practices, public health crises, contagious disease outbreaks, orother matters, which could limit the supply of our materials and/or increase the cost. Environmental regulations
could limit our ability to procure or use certain chemicals or materials in our operations or products. In addition,
disruptions in transportation lines could delay our receipt of materials. Our ability to procure components to repair
equipment essential for our manufacturing processes could also be negatively impacted by various restrictions or
disruptions in supply chains, among other items. The disruption of our supply of materials, components, or services,or the extension of our lead times could have a material adverse effect on our business, results of operations, or
financial condition.
Our inability to source materials, supplies, or third-party services could affect our overall production output and ourability to fulfill customer demand. Significant or prolonged shortages of our products could halt customer
manufacturing and damage our relationships with these customers. Any damage to our customer relationships as aresult of a shortage of our products could have a material adverse effect on our business, results of operations, or
financial condition. Similarly, if our customers experience disruptions to their supplies, materials, components, orservices, or the extension of their lead times, they may reduce, cancel, or alter the timing of their purchases with us,which could have a material adverse effect on our business, results of operations, or financial condition.

Patents and Licenses
As of September 1, 2022, we owned approximately 16,500 active U.S. patents and 8,100 active foreign patents. In
addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms
expiring through 2042.
From time to time, we sell and/or license our technology to other parties and continue to pursue opportunities tomonetize our investments in our intellectual property through partnering and other arrangements. We have also
jointly developed memory and storage product and process technology with third parties on a limited basis.
We have a number of patent and intellectual property license agreements and have, from time to time, licensed orsold our intellectual property to third parties. Some of these license agreements require us to make one-time or
periodic payments while others have resulted in us receiving payments. We may need to obtain additional licenses
or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual
property and partnering arrangements. We are unable to predict whether these license agreements can be obtainedor renewed on terms acceptable to us.

Research and Development
Our R&D efforts are focused primarily on development of memory and storage solutions, including our industry
leading DRAM and NAND technology, that enable continuous improvement in performance and cost structure forour products. In DRAM, our 1α node was introduced several quarters ahead of the industry, and our newest node,1ß, is on track to start ramping in manufacturing by the end of calendar 2022. We plan to implement EUV
lithography on the DRAM node after 1ß. In NAND, the introduction of our 176-layer node was also ahead of theindustry and we recently announced volume production of the world’s first 232-layer NAND. We are also focused on
developing new fundamentally different memory structures, materials, and packages designed to facilitate ourtransition to next generation products. Additional R&D efforts are concentrated on the enablement of advanced
computing, storage, and mobile memory architectures and the investigation of new opportunities that leverage ourcore semiconductor expertise. Product design and development efforts include high-density DDR5, LPDDR5, HBM,
Compute Express Link (“CXL”) based products, and advanced graphics DRAM; 3D NAND (including TLC and QLC
technologies); mobile and storage solutions (including firmware and controllers); managed NAND; SSDs; and othermemory technologies and systems.

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To compete in the semiconductor memory and storage markets, we must continue to develop technologicallyadvanced products and processes. The continued evolution of our semiconductor product offerings is necessary tomeet expected customer requirements for memory and storage products and solutions. Our process, design,
firmware, controller, package, and system development efforts occur at multiple locations across the world. Our
primary R&D centers are located in Boise, Idaho; India; Japan; China; Taiwan; Italy; Singapore; Germany; and othersites in the United States.
R&D expenses vary primarily with the number of development and pre-qualification wafers processed and endproduct solutions developed, personnel costs, and the cost of advanced equipment dedicated to new product andprocess development, such as investments in EUV lithography equipment. Because of the lead times necessary to
manufacture our products, we typically begin to process wafers before completion of performance and reliability
testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for
performance, functionality, and reliability. R&D expenses can vary significantly depending on the timing of productqualification.

Human Capital
We depend on a highly educated and experienced workforce to design, develop, and manufacture high-quality,
cutting-edge memory and storage solutions. As of September 1, 2022, we had approximately 48,000 employees
located in the following regions:RegionAsia
United States
Europe
Total

Percent All

Percent Women

77 %
21 %
2%
100 %

34 %
20 %
22 %
31 %

As of September 1, 2022, 31% of our global workforce were women, compared to 30% as of September 2, 2021
and 24% of our technical or engineering roles were held by women, as compared to 23% as of September 2, 2021.
Women comprised 17% of our senior leaders as of September 1, 2022, as compared to 15% as of September 2,
2021.
Our Board of Directors was comprised of four men and four women as of September 1, 2022. In addition, as of
September 1, 2022, based on self-identification, one member of our Board of Directors is Asian, one member isAfrican-American, and six members are White. One member of our Board of Directors is a veteran of the U.S.
military.

Talent Acquisition, Engagement, and Retention
Finding and retaining the best and brightest people in an extremely competitive industry environment is a strategic
imperative for our business. We have partnerships with colleges and universities worldwide and through thiscollaboration, we offer curricula and mentorship programs that reinforce awareness of and engagement with Micronamong students and graduates. In addition, we use AI to reduce or eliminate the potential for bias from resumes,
allowing us to focus on individual merit over personal characteristics.
Periodically, we invite all team members to participate in our internal engagement survey, which covers questions
that measure and provide insight into meaningfulness, availability, psychological safety, leadership, and inclusive
behaviors. In March 2022, 89% of our team members participated in the survey. Management uses feedback fromthe survey to identify and implement continuous improvements to our culture and workplace practices.

Compensation and Benefits
Our compensation programs are designed to support our team members’ financial and personal well-being by
providing a valuable return for their contributions to the company. Our total compensation strategy includes basesalary, annual bonuses, equity awards, a discounted stock purchase plan, and a comprehensive benefits package.

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Diversity, Equality, and Inclusion
In 2021, we set six commitments, each with an executive sponsor, to advance diversity, equality, and inclusion(“DEI”) globally and at all levels of the company. By the end of 2021, we had met or exceeded our goals for the first
four commitments below and we are on our way to achieving all six:
•
•
•
•
•
•

Drive equitable pay and inclusive benefits
Strengthen our culture of inclusion
Engage with diverse financial institutions for cash management
Increase representation and spend with diverse suppliers
Increase representation of underrepresented groups
Advocate for racial and LGBTQ+ equality

We have a regular review of pay globally, including base pay and stock awards, to drive compensation equitably.
We achieved comprehensive global pay equity for all underrepresented employees in total compensation acrossbase pay, bonuses, and stock rewards in 2022 and 2021. We also continually assess our global leave, medical, andfinancial benefits to ensure inclusiveness. A pay equity analysis will continue to be conducted annually with our base
pay merit review. In addition, a portion of our company-wide annual bonus program is based on the achievement of
DEI-related goals.

Health, Safety, and Wellbeing
Proactive efforts to prevent occupational illnesses and injuries allow us to maintain a safe, healthy, and secure
workplace. Each of our sites have health and safety committees, which are designed to promote overall operations
and communications regarding safety and to help lead and implement secure and compliant work areas. Our safety
program creates a unified corporate safety culture by establishing a formal training structure and common safety
practices across our global facilities. See “Item 1. Business – Overview – Impact of COVID-19 on Our Business.”
In addition to our proactive efforts on safety, we have increased our focus on providing enhanced services to ourteam members including free mental health and counseling support, providing critical-incident stress management
services and emotional support sessions, offering a work-from-home toolkit, and encouraging team members toearn incentives by participating in wellbeing challenges and measuring their personal progress.
We are a member of the Responsible Business Alliance (“RBA”), a group of leading companies focused on
promoting responsible working conditions, ethical business practices, and environmental stewardship throughout
our global supply chain. We strive to adhere to both our Code of Business Conduct and Ethics (available on our
website, www.micron.com) and the RBA code of conduct, which is a demonstration of our commitment to integrity
and responsible practices.
Additional information about our human capital, including people development, wellbeing and benefits, DEI, andsafety is included in our 2022 Sustainability Report and our 2021 DEI Annual Report, each available on our website.
Information contained or referenced on our website is not incorporated by reference and does not form a part of thisAnnual Report on Form 10-K.

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Government Regulations
Our worldwide business activities are subject to various federal, state, local, and foreign laws and our products aregoverned by a number of rules and regulations. The efforts and expenditures needed to comply with these laws,
rules, and regulations do not presently have a material impact on our results of operations, capital expenditures, orcompetitive position. Nevertheless, compliance with existing or future government laws, including, but not limited to,our operations, products, global trade, business acquisitions, employee health and safety, and taxes could have amaterial adverse effect on our future results of operations, capital expenditures, or competitive position. See “Item
1A. Risk Factors” for a discussion of these potential impacts.

Environmental Compliance
Manufacturing of our products is subject to extensive and evolving federal, state, local, and foreign environmental
laws and regulations. We approach environmental compliance and sustainability proactively to ensure we meet
applicable government regulations regarding use of raw materials, discharges, emissions, climate change andenergy use, and waste disposal from our manufacturing processes and address the expectations of our investors,
customers, team members, and other stakeholders. Compliance with the law and other obligations is a minimum
environmental expectation at Micron. Our wafer fabrication facilities continued to conform to the requirements of theISO 14001:2015 environmental management systems standard to ensure we are continuously improving our
performance. As part of the ISO 14001 framework, we have established a global environmental policy and meetrequirements, such as environmental aspects evaluation and control, compliance obligations, commitment, training,communication, document control, operational control, emergency preparedness and response, and management
review. While we have not experienced any material adverse effects to our operations from environmental
regulations, changes in regulations could necessitate additional capital expenditures, modification of our operations
or chemical usage, or other compliance actions.

Trade Regulations
Sales of our memory and storage products, and the transfer of related technical information and know-how,including support, are subject to laws and regulations governing international trade, including, but not limited to,export control, customs, and sanctions regulations administered by U.S. government agencies such as the Bureau
of Industry and Security (“BIS”) of the U.S. Department of Commerce and the Office of Foreign Asset Control of the
U.S. Department of the Treasury. Other jurisdictions, such as the European Union or China, also maintain, or may
implement, similar laws and regulations with which we must comply. Any such laws or regulations may require that
we either obtain licenses or other authorizations to export certain of our products or sell them to certain countries,
companies, or individuals, or, in the absence of such licenses or authorizations, not export or sell the applicableproducts or transfer the related technical information and know-how to the affected countries, companies, orindividuals. In addition, increased tariffs imposed by the countries in which our products are sold can increase thecost of our product to our customers. The laws and regulations that govern international trade change frequently,
sometimes without advance notice. See “Item 1A. Risk Factors – Risks Related to Laws and Regulations –Government actions and regulations, such as export restrictions, tariffs and trade protection measures, may limit ourability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct
operations” and “ – Risks Related to Our Business, Operations, and Industry – We face geopolitical and other risks
associated with our international operations that could materially adversely affect our business, results ofoperations, or financial condition.”

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We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, aswell as laws and regulations enacted in response to concerns regarding climate change, conflict minerals,
responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could
limit the supply of our materials and/or increase the cost. Environmental regulations could limit our ability to procure
or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines
could delay our receipt of materials. Lead times for the supply of materials have been extended in the past. Ourability to procure components to repair equipment essential for our manufacturing processes could also be
negatively impacted by various restrictions or disruptions in supply chains, among other items. The disruption of our
supply of materials, components, or services, or the extension of our lead times could have a material adverse
effect on our business, results of operations, or financial condition. Similarly, if our customers experience disruptions
to their supplies, materials, components, or services, or the extension of their lead times, they may reduce, cancel,
or alter the timing of their purchases with us, which could have a material adverse effect on our business, results ofoperations, or financial condition.

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Information About Our Executive Officers
Our executive officers are appointed annually by our Board of Directors and our directors are elected annually by
our shareholders. All officers serve until their successors are duly chosen or elected and qualified, except in thecase of earlier death, resignation, or removal.
The following presents information, as of September 1, 2022, about our executive officers:

Scott R. Allen
Corporate Vice President and Chief Accounting Officer
Mr. Allen, 54, joined us in September 2020 as Corporate Vice President of Accounting. Mr. Allen was named
Corporate Vice President and Chief Accounting Officer in October 2020. From August 2016 to September 2020,
Mr. Allen held several executive roles at NetApp, Inc. including Senior Vice President, Chief Accounting Officer.
Mr. Allen holds a Bachelor of Business Administration in Accounting from Siena College.

April S. Arnzen
Senior Vice President and Chief People Officer
Ms. Arnzen, 51, joined us in December 1996 and has served in various leadership positions since that time. Ms.
Arnzen was named Senior Vice President, Human Resources in June 2017 and named Senior Vice President andChief People Officer in October 2020. Ms. Arnzen holds a BS in Human Resource Management and Marketingfrom the University of Idaho and is a graduate of the Stanford Graduate School of Business Executive Program.

Rob Beard
Senior Vice President, General Counsel and Corporate Secretary
Mr. Beard, 44, joined us in 2014 and has served in various leadership positions since that time. Prior to his
appointment as Senior Vice President, General Counsel and Corporate Secretary in December 2021, he led thelegal teams supporting Micron’s corporate and global operations functions. Mr. Beard earned a BS in politicalscience from the University of Utah and a JD from the University of Illinois College of Law.

Manish Bhatia
Executive Vice President, Global Operations
Mr. Bhatia, 50, joined us in October 2017 as our Executive Vice President, Global Operations. From May 2016 to
October 2017, Mr. Bhatia served as the Executive Vice President of Silicon Operations at Western Digital
Corporation. From March 2010 to May 2016, Mr. Bhatia held several executive roles at SanDisk Corporation
including Executive Vice President of Worldwide Operations until it was acquired by Western Digital in May 2016.
Mr. Bhatia holds a BS and MS in Mechanical Engineering and an MBA, each from the Massachusetts Institute ofTechnology.

Michael W. Bokan
Senior Vice President, Worldwide Sales
Mr. Bokan, 61, joined us in 1996 and has served in various leadership positions since that time. Mr. Bokan wasnamed Senior Vice President, Worldwide Sales in October 2018. Mr. Bokan holds a BS in Business Administrationfrom Colorado State University.

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Scott J. DeBoer
Executive Vice President, Technology & Products
Dr. DeBoer, 56, joined us in February 1995 and has served in various leadership positions since that time. Dr.
DeBoer was named Executive Vice President, Technology Development in June 2017 and named Executive Vice
President, Technology & Products in September 2019. Dr. DeBoer holds a PhD in Electrical Engineering and an
MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College.

Sanjay Mehrotra
President, Chief Executive Officer, and Director
Mr. Mehrotra, 64, joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra cofounded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its
President and Chief Executive Officer from January 2011 to May 2016, and as a member of its Board of Directors
from July 2010 to May 2016. Mr. Mehrotra served as a member of the Board of Directors for Cavium, Inc. from July2009 until July 2018 and for Western Digital Corp. from May 2016 to February 2017 and currently serves as amember of the Board of Directors of CDW Corporation. Mr. Mehrotra holds a BS and an MS in ElectricalEngineering and Computer Science from the University of California, Berkeley and is a graduate of the Stanford
Graduate School of Business Executive Program.

Mark J. Murphy
Executive Vice President and Chief Financial Officer
Mr. Murphy, 54, joined us in April 2022 as Executive Vice President and Chief Financial Officer. From June 2016 toApril 2022, Mr. Murphy served as the Chief Financial Officer of Qorvo, Inc. Prior to Qorvo, Mr. Murphy served as
Executive Vice President and Chief Financial Officer of Delphi Automotive PLC, and prior to Delphi, held executiveroles at Praxair, Inc. and MEMC Electronic Materials, Inc. Mr. Murphy currently serves on the Board of Directors ofAlbany International Corp. Mr. Murphy is a veteran of the U.S. Marine Corps and holds an MBA from Harvard
University and BS in Business from Marquette University.

Sumit Sadana
Executive Vice President and Chief Business Officer
Mr. Sadana, 53, joined us in June 2017 as our Executive Vice President and Chief Business Officer. From April
2010 to May 2016, Mr. Sadana served in various roles at SanDisk Corporation, including Executive Vice President,
Chief Strategy Officer, and General Manager, Enterprise Solutions until it was acquired by Western Digital in May
2016. Mr. Sadana currently serves on the Board of Directors of Silicon Laboratories, Inc. Mr. Sadana holds a
B.Tech. in Electrical Engineering from the Indian Institute of Technology, Kharagpur, India and an MS in ElectricalEngineering from Stanford University.
There are no family relationships between any of our directors or executive officers.

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Available Information
Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number
is (208) 368-4000. Information about us is available on our website, www.micron.com. Also available on our website
are our Corporate Governance Guidelines, Governance and Sustainability Committee Charter, Compensation
Committee Charter, Audit Committee Charter, Finance Committee Charter, Security Committee Charter, and Codeof Business Conduct and Ethics. Any amendments or waivers of our Code of Business Conduct and Ethics will also
be posted on our website within four business days of the amendment or waiver. Copies of these documents areavailable to shareholders upon request. Information contained or referenced on our website is not incorporated byreference and does not form a part of this Annual Report on Form 10-K.
Investors and others should note that we announce material financial information about our business and products
through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S.
Securities and Exchange Commission (“SEC”), press releases, public conference calls, blog posts (micron.com/
about/blog), and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to
the public and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage
investors, the media, and others interested in our company to review the information we post on such channels.
Our filings are available free of charge on our website as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC, including our annual and quarterly reports on Forms 10-K and 10-Q and current
reports on Form 8-K, our proxy statements, and any amendments to those reports or statements. The SEC’s
website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuersthat file electronically with the SEC. The content on any website referred to in this Form 10-K is not incorporated byreference in this Form 10-K unless expressly noted.

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ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-K, this section discusses important factors which
could cause actual results or events to differ materially from those contained in any forward-looking statements
made by us. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
Any of these factors could have a material adverse effect on our business, results of operations, financial condition,or stock price. Our operations could also be affected by other factors that are presently unknown to us or notconsidered significant.

Risk Factor Summary
Risks Related to Our Business, Operations, and Industry• volatility in average selling prices of our products;• our ability to maintain or improve gross margins;• the highly competitive nature of our industry;• a downturn in the worldwide economy;• our ability to develop and produce new and competitive memory and storage technologies and products;• dependency on specific customers, concentration of revenue with a select number of customers, andcustomers who are located internationally;• our international operations, including geopolitical risks;• limited availability and quality of materials, supplies, and capital equipment and dependency on third-party
service providers for ourselves and our customers;• products that fail to meet specifications, are defective, or are incompatible with end uses;• the effects of the COVID-19 pandemic;• disruptions to our manufacturing process from operational issues, natural disasters, or other events;• breaches of our security systems or products, or those of our customers, suppliers, or business partners;• attracting, retaining, and motivating highly skilled employees;• realizing expected returns from capacity expansions;• achieving or maintaining certain performance obligations associated with incentives from various
governments;• acquisitions and/or alliances;• restructure charges;• responsible sourcing requirements and related regulations; and• environmental, social, and governance considerations.
Risks Related to Intellectual Property and Litigation• protecting our intellectual property and retaining key employees who are knowledgeable of and develop our
intellectual property;• legal proceedings and claims; and• claims that our products or manufacturing processes infringe or otherwise violate the intellectual property
rights of others or failure to obtain or renew license agreements covering such intellectual property.
Risks Related to Laws and Regulations• compliance with tariffs, trade restrictions, and/or trade regulations;• tax expense and tax laws in key jurisdictions; and• compliance with laws, regulations, or industry standards, including ESG considerations.
Risks Related to Capitalization and Financial Markets• our ability to generate sufficient cash flows or obtain access to external financing;• our debt obligations;• changes in foreign currency exchange rates;• counterparty default risk;• volatility in the trading price of our common stock; and• fluctuations in the amount and timing of our common stock repurchases and payment of cash dividends andresulting impacts.

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Risks Related to Our Business, Operations, and Industry
Volatility in average selling prices for our semiconductor memory and storage products may adversely
affect our business.
We have experienced significant volatility in our average selling prices and may continue to experience suchvolatility in the future. For DRAM, annual percentage changes in average selling prices have ranged from plus orminus approximately 35% since 2017. For NAND, average selling prices have generally declined since 2017, withannual price declines ranging from approximately 10% to nearly 50%. In some prior periods, average selling prices
for our products have been below our manufacturing costs and we may experience such circumstances in the
future. Average selling prices for our products that decline faster than our costs could have a material adverse effecton our business, results of operations, or financial condition.
We may be unable to maintain or improve gross margins.
Our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved
through improvements in our manufacturing processes and product designs. Factors that may limit our ability to
reduce our per gigabit manufacturing costs at sufficient levels to maintain or improve gross margins include, but are
not limited to:
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strategic product diversification decisions affecting product mix;
increasing complexity of manufacturing processes;
difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or
NAND cell levels;
process complexity including number of mask layers and fabrication steps;
manufacturing yield;
technological barriers;changes in process technologies;
new products that may require relatively larger die sizes;
start-up or other costs associated with capacity expansions; andhigher costs of goods and services due to inflationary pressures or market conditions.

Many factors may result in a reduction of our output or a delay in ramping production, which could lead tounderutilization of our production assets. These factors may include, among others, a weak demand environment,
industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, supply chain disruptions,and delays from equipment suppliers. A significant portion of our manufacturing costs are fixed and do not vary
proportionally with changes in production output. As a result, lower utilization and corresponding increases in our
per gigabit manufacturing costs may adversely affect our gross margins, business, results of operations, or financial
condition.
We have a broad portfolio of products to address our customers’ needs, which span multiple market segments andare subject to rapid technological changes. Our manufacturing costs on a per gigabit basis vary across our portfolio
as they are largely influenced by the technology node in which the solution was developed. We strive to balance ourdemand and supply for each technology node, but the dynamics of our markets and our customers can create
periods of imbalance, which can lead us to carry elevated inventory levels. Consequently, we may incur charges inconnection with obsolete or excess inventories or we may not fully recover our costs, which would reduce our grossmargins. In addition, due to the customized nature of certain of the products we manufacture, we may be unable tosell certain finished goods inventories to alternative customers or manufacture in-process inventory to different
specifications, which may result in excess and obsolescence charges in future periods.
In addition, if we are unable to supply products that meet customer design and performance specifications, we may
be required to sell such products at lower average selling prices, which may reduce our gross margins. Our grossmargins may also be impacted by shifts in product mix, driven by our strategy to optimize our portfolio to best
respond to changing market dynamics.
Our inability to maintain or improve gross margins could have a material adverse effect on our business, results ofoperations, or financial condition.

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The semiconductor memory and storage markets are highly competitive.
We face intense competition in the semiconductor memory and storage markets from a number of companies,
including Intel; Kioxia Holdings Corporation; Samsung Electronics Co., Ltd.; SK hynix Inc.; and Western Digital
Corporation. Our competitors may use aggressive pricing to obtain market share. Some of our competitors are large
corporations or conglomerates that may have greater resources to invest in technology, capitalize on growth
opportunities, and withstand downturns in the semiconductor markets in which we compete. Consolidation ofindustry competitors could put us at a competitive disadvantage as our competitors may benefit from increased
manufacturing scale and a stronger product portfolio.
In addition, some governments may provide, or have provided and may continue to provide, significant assistance,
financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national
industries and/or competitors. In particular, we face the threat of increasing competition as a result of significant
investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities,
such as YMTC and CXMT, that is intended to advance China’s stated national policy objectives. In addition, theChinese government may restrict us from participating in the China market or may prevent us from competing
effectively with Chinese companies.
We and our competitors generally seek to increase wafer output, improve yields, and reduce die size, which could
result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide supplyof semiconductor memory and storage also result from fabrication capacity expansions, either by way of new
facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memoryand storage production. Our competitors may increase capital expenditures resulting in future increases inworldwide supply. We, and some of our competitors, have plans to ramp, or are constructing or ramping, production
at new fabrication facilities. Increases in worldwide supply of semiconductor memory and storage, if notaccompanied by commensurate increases in demand, could lead to declines in average selling prices for our
products and could materially adversely affect our business, results of operations, or financial condition. If
competitors are more successful at developing or implementing new product or process technology, their products
could have cost or performance advantages.
The competitive nature of our industry could have a material adverse effect on our business, results of operations,or financial condition.
A downturn in the worldwide economy may harm our business.
Downturns in the worldwide economy, due to inflation, geopolitics, major central bank policy actions includinginterest rate increases, public health crises, or other factors, have harmed our business in the past and future
downturns could also adversely affect our business. Adverse economic conditions affect demand for devices thatincorporate our products, such as personal computers, smartphones, automobiles, and servers. Reduced demand
for these or other products could result in significant decreases in our average selling prices and product sales. In
addition, to the extent our customers or distributors have elevated inventory levels, we may experience a decreasein short-term and/or long-term demand resulting in industry oversupply and declines in pricing for our products.
A deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing to fund ouroperations and capital expenditures. In addition, we may experience losses on our holdings of cash andinvestments due to failures of financial institutions and other parties. Difficult economic conditions may also result ina higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide
economy could have a material adverse effect on our business, results of operations, or financial condition.

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Our future success depends on our ability to develop and produce new and competitive memory andstorage technologies and products.
Our key semiconductor memory and storage technologies face technological barriers to continue to meet long-term
customer needs. These barriers include potential limitations on stacking additional 3D memory layers, increasing
bits per cell (i.e., cell levels), meeting higher density requirements, improving power consumption and reliability, anddelivering advanced features and higher performance. We may face technological barriers to continue to shrink our
products at our current or historical rate, which has generally reduced per gigabit cost. We have invested andexpect to continue to invest in R&D for new and existing products and process technologies, such as EUV
lithography, to continue to deliver advanced product requirements. Such new technologies can add complexity andrisk to our schedule and may affect our costs and production output. We may be unable to recover our investment in
R&D or otherwise realize the economic benefits of reducing die size or increasing memory and storage densities.
Our competitors are working to develop new memory and storage technologies that may offer performance and/or
cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future successmay depend on our ability to develop and produce viable and competitive new memory and storage technologies.
We are developing new products, including system-level memory and storage products and solutions, which
complement our traditional products or leverage their underlying design or process technology. We have invested
and expect to continue to invest in new semiconductor product and system-level solution development. We are
increasingly differentiating our products and solutions to meet the specific demands of our customers, which
increases our reliance on our customers’ ability to accurately forecast the needs and preferences of their customers.
As a result, our product demand forecasts may be impacted significantly by the strategic actions of our customers.
In addition, our ability to successfully introduce new products often requires us to make product specification
decisions multiple years in advance of when new products enter the market.
It is important that we deliver products in a timely manner with increasingly advanced performance characteristics at
the time our customers are designing and evaluating samples for their products. If we do not meet their productdesign schedules, our customers may exclude us from further consideration as a supplier for those products. The
process to develop new products requires us to demonstrate advanced functionality, performance, and reliability,
often well in advance of a planned ramp of production, in order to secure design wins with our customers. Many
factors may negatively impact our ability to meet anticipated timelines and/or expected or required quality standards
with respect to the development of certain of our products. In addition, some of our components have long leadtimes, requiring us to place orders up to a year in advance of anticipated demand. Such long lead-times increase
the risk of excess inventory or loss of sales in the event our forecasts vary substantially from actual demand.
There can be no assurance of the following:
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we will be successful in developing competitive new semiconductor memory and storage technologies andproducts;
we will be able to cost-effectively manufacture new products;
we will be able to successfully market these technologies;
margins generated from sales of these products will allow us to recover costs of development efforts;
we will be able to establish or maintain key relationships with customers, or that we will not be prohibitedfrom working with certain customers, for specific chip set or design requirements;
we will accurately predict and design products that meet our customers' specifications; or
we will be able to introduce new products into the market and qualify them with our customers on a timely
basis.

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

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A significant portion of our revenue is concentrated with a select number of customers.
In each of the last three years, approximately one-half of our total revenue was from our top ten customers. A
disruption in our relationship with any of these customers could adversely affect our business. We could experiencefluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve. Our
customers’ demand for our products may fluctuate due to factors beyond our control. In addition, any consolidationof our customers could reduce the number of customers to whom our products may be sold. Our inability to meet
our customers’ requirements or to qualify our products with them could adversely impact our revenue. A meaningfulchange in the inventory strategy of our customers could impact our industry bit demand growth outlook. The loss of,or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders
from, or a shift in product mix by, customers could have a material adverse effect on our business, results ofoperations, or financial condition.
We face geopolitical and other risks associated with our international operations that could materiallyadversely affect our business, results of operations, or financial condition.
In addition to our U.S. operations, a substantial portion of our operations are conducted in Taiwan, Singapore,
Japan, Malaysia, China, and India, and many of our customers, suppliers, and vendors also operate internationally.
In 2022, nearly half of our revenue was from sales to customers who have headquarters located outside the UnitedStates, while over 80% of our revenue in 2022 was from products shipped to customer locations outside the UnitedStates.
Our international operations are subject to a number of risks, including:
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export and import duties, changes to import and export regulations, customs regulations and processes,
and restrictions on the transfer of funds, including currency controls in China, which could negatively affectthe amount and timing of payments from certain of our customers and, as a result, our cash flows;
imposition of bans on sales of goods or services to one or more of our significant foreign customers;
public health issues;compliance with U.S. and international laws involving international operations, including the Foreign Corrupt
Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, and similar
rules and regulations;
theft of intellectual property;
political and economic instability, including the effects of disputes between China and Taiwan and Russia’s
invasion of Ukraine;
government actions or civil unrest preventing the flow of products and materials, including delays inshipping and obtaining products and materials, cancellation of orders, or loss or damage of products;
problems with the transportation or delivery of products and materials;
issues arising from cultural or language differences and labor unrest;
longer payment cycles and greater difficulty in collecting accounts receivable;
compliance with trade, technical standards, and other laws in a variety of jurisdictions;contractual and regulatory limitations on the ability to maintain flexibility with staffing levels;
disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments;changes in economic policies of foreign governments; anddifficulties in staffing and managing international operations.

If we or our customers, suppliers, or vendors are impacted by any of these risks, it could have a material adverse
effect on our business, results of operations, or financial condition. For example, political, economic, or other actions
may adversely affect our operations in Taiwan. A majority of our DRAM production output in 2022 was from ourfabrication facilities in Taiwan and any loss of output could have a material adverse effect on us. Any political,
economic, or other actions may also adversely affect our customers and the technology industry supply chain, forwhich Taiwan is a central hub, and as a result, could have a material adverse impact on us.

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In addition, the U.S. government has in the past restricted American firms from selling products and software tocertain of our customers and may in the future impose similar restrictions on one or more of our significant
customers. These restrictions may not prohibit our competitors from selling similar products to our customers, which
may result in our loss of sales and market share. Even when such restrictions are lifted, financial or other penalties
or continuing export restrictions imposed with respect to our customers could have a continuing negative impact on
our future revenue and results of operations, and we may not be able to recover any customers or market share welose, or make such recoveries at acceptable average selling prices, while complying with such restrictions.
Our business, results of operations, or financial condition could be adversely affected by the limited
availability and quality of materials, supplies, and capital equipment, or dependency on third-party service
providers.
Our supply chain and operations are dependent on the availability of materials that meet exacting standards and theuse of third parties to provide us with components and services. We generally have multiple sources of supply forour materials and services. However, only a limited number of suppliers are capable of delivering certain materials,
components, and services that meet our standards and, in some cases, materials, components, or services areprovided by a single or sole source, and we may be unable to qualify new suppliers on a timely basis. The
availability of materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates,
lead frames, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors
could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into
finished goods. Shortages or increases in lead times have occurred in the past, are currently occurring with respect
to some materials and components, and may occur from time to time in the future. Constraints within our supply
chain for certain materials and integrated circuit components could limit our bit shipments, which could have amaterial adverse effect on our business, results of operations, or financial condition.
Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers,
analog integrated circuits, and other components used in some of our products and with outsourced semiconductor
foundries, assembly and test providers, contract manufacturers, logistics carriers, and other service providers,
including providers of electricity and other utilities. Although we have certain long-term contracts with some of our
suppliers, many of these contracts do not provide for long-term capacity or pricing commitments. To the extent we
do not have firm commitments from our third-party suppliers over a specific time period or for any specific capacity,quantity, and/or pricing, our suppliers may allocate capacity to their other customers and capacity and/or materials
may not be available when needed or at reasonable prices. Inflationary pressures and shortages have increased,
and may continue to increase, costs for materials, supplies, and services. Regardless of contract structure, large
swings in demand may exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes
resulting in a shortage of parts, materials, or capacity needed to manufacture our products. In addition, if any of our
suppliers was to cease operations or become insolvent, this could impact their ability to provide us with necessary
supplies, and we may not be able to obtain the needed supply in a timely way or at all from other providers.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals,
and metals. Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public healthissues, such as COVID-19, may limit our ability to obtain such materials. Although these rare earth and othermaterials are generally available from multiple suppliers, China is the predominant producer of certain of thesematerials. If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply may
be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at acommercially reasonable cost. Constrained supply of rare earth elements, minerals, and metals may restrict ourability to manufacture certain of our products and make it difficult or impossible to compete with othersemiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China.
We and/or our suppliers and service providers could be affected by regional conflicts, sanctions, tariffs, embargoes,or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climatechange, conflict minerals, responsible sourcing practices, public health crises, contagious disease outbreaks, orother matters, which could limit the supply of our materials and/or increase the cost. Environmental regulations
could limit our ability to procure or use certain chemicals or materials in our operations or products. In addition,
disruptions in transportation lines could delay our receipt of materials. Our ability to procure components to repair
equipment essential for our manufacturing processes could also be negatively impacted by various restrictions or
disruptions in supply chains, among other items. The disruption of our supply of materials, components, or services,or the extension of our lead times could have a material adverse effect on our business, results of operations, or
financial condition.
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Our operations are dependent on our ability to procure advanced semiconductor manufacturing equipment thatenables the transition to lower cost manufacturing processes. For certain key types of equipment, including
photolithography tools, we are sometimes dependent on a single supplier. From time to time, we have experienced
difficulties in obtaining some equipment on a timely basis due to suppliers’ limited capacity. Our inability to obtainequipment on a timely basis could adversely affect our ability to transition to next generation manufacturing
processes and reduce our costs. Delays in obtaining equipment could also impede our ability to ramp production
and could increase our overall costs of a ramp. Our inability to obtain advanced semiconductor manufacturing
equipment in a timely manner could have a material adverse effect on our business, results of operations, or
financial condition.
Our construction projects to expand production and R&D capacity are highly dependent on available sources oflabor, materials, equipment, and services. Increasing demand, supply constraints, inflation, and other market
conditions could result in increasing shortages and higher costs for these items. Difficulties in obtaining theseresources could result in significant delays in completion of our construction projects and cost increases, which
could have a material adverse effect on our business, results of operations, or financial condition.
Our inability to source materials, supplies, capital equipment, or third-party services could affect our overall
production output and our ability to fulfill customer demand. Significant or prolonged shortages of our products could
halt customer manufacturing and damage our relationships with these customers. Any damage to our customer
relationships as a result of a shortage of our products could have a material adverse effect on our business, resultsof operations, or financial condition.
Similarly, if our customers experience disruptions to their supplies, materials, components, or services, or theextension of their lead times, they may reduce, cancel, or alter the timing of their purchases with us, which could
have a material adverse effect on our business, results of operations, or financial condition.
The continued effects of the COVID-19 pandemic could adversely affect our business, results of operations,and financial condition.
The ongoing effects of the public health crisis caused by the COVID-19 pandemic and the measures being taken to
limit COVID-19’s impact on our business, results of operations, and financial condition are uncertain and difficult topredict, but may include, and in some cases, have included and may continue to include:
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Disruptions to our supply chain and our operations, or those of our suppliers, especially as a result of publichealth measures, including zero-COVID policies in China or elsewhere;
Impacts to customer demand, resulting in industry oversupply and declines in pricing for our products;
Adverse impacts to our business activities and increased costs from our efforts to mitigate the impact of
COVID-19;
Increased costs for, or unavailability of, transportation, raw materials, components, electricity and/or otherenergy sources, or other inputs necessary for the operation of our business;
Reductions in, or cessation of operations at one or more of our sites or those of our subcontractors or
suppliers, resulting from government restrictions and/or our own measures to prevent and/or mitigate thespread of COVID-19; andAdverse impacts to our construction projects, which could hamper our ability to introduce new technologies,
reduce costs, or meet customer demand.

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

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Increases in sales of system solutions may increase our dependency upon specific customers and ourcosts to develop, qualify, and manufacture our system solutions.
Our development of system-level memory and storage products is dependent, in part, upon successfully identifying
and meeting our customers’ specifications for those products. Developing and manufacturing system-level productswith specifications unique to a customer increases our reliance upon that customer for purchasing our products at
sufficient volumes and prices in a timely manner. Even if our products meet customer specifications, our sales ofsystem-level solutions are dependent upon our customers choosing our products over those of our competitors andpurchasing our products at sufficient volumes and prices. Our competitors’ products may be less costly, provide
better performance, or include additional features when compared to our products. Our long-term ability to sell
system-level memory and storage products is reliant upon our customers’ ability to create, market, and sell theirproducts containing our system-level solutions at sufficient volumes and prices in a timely manner. If we fail tosuccessfully develop and market system-level products, our business, results of operations, or financial condition
may be materially adversely affected.
Manufacturing system-level solutions, such as SSDs and managed NAND, typically results in higher per-unit
manufacturing costs as compared to other products. Even if we are successful in selling system-level solutions to
our customers in sufficient volume, we may be unable to generate sufficient profit if our per-unit manufacturing costs
are not offset by higher per-unit selling prices. Manufacturing system-level solutions to customer specifications
requires a longer development cycle, as compared to discrete products, to design, test, and qualify, which may
increase our costs. Some of our system solutions are increasingly dependent on sophisticated firmware that may
require significant customization to meet customer specifications, which increases our costs and time to market.
Additionally, we may need to update our controller and hardware design as well as our firmware or develop new
firmware as a result of new product introductions or changes in customer specifications and/or industry standards,
which increases our costs. System complexities and extended warranties for system-level products could also
increase our warranty costs. Our failure to cost-effectively manufacture system-level solutions and/or controller,
hardware design, and firmware in a timely manner may result in reduced demand for our system-level products andcould have a material adverse effect on our business, results of operations, or financial condition.
Products that fail to meet specifications, are defective, or are otherwise incompatible with end uses could
impose significant costs on us.
Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects orthat are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely
affect our business, results of operations, or financial condition. From time to time, we experience problems with
nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, wehave further diversified and expanded our product offerings, which could potentially increase the chance that one ormore of our products could fail to meet specifications in a particular application. Our products and solutions may bedeemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shiftingof product or financial liability from our customers to us for costs incurred by the end user as a result of ourcustomers’ products failing to perform as specified. In addition, if our products and solutions perform critical
functions in our customers’ products or are used in high-risk consumer end products, such as autonomous driverassistance programs, home and enterprise security, smoke and noxious gas detectors, medical monitoring
equipment, or wearables for child and elderly safety, our potential liability may increase. We could be adversely
affected in several ways, including the following:•••

we may be required or agree to compensate customers for costs incurred or damages caused by defective
or incompatible products and to replace products;
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement ofsuch costs or alleged damages; andwe may encounter adverse publicity, which could cause a decrease in sales of our products or harm our
reputation or relationships with existing or potential customers.

Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial
condition.

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If our manufacturing process is disrupted by operational issues, natural disasters, or other events, ourbusiness, results of operations, or financial condition could be materially adversely affected.
We and our subcontractors manufacture products using highly complex processes that require technologicallyadvanced equipment and continuous modification to improve yields and performance. Difficulties in the
manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may
increase our per gigabit manufacturing costs. We and our subcontractors maintain operations and continuously
implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple
locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China. As aresult of the necessary interdependence within our network of manufacturing facilities, an operational disruption at
one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our
products.
From time to time, there have been disruptions in our manufacturing operations as a result of power outages,
improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures. We
have manufacturing and other operations in locations subject to natural occurrences and possible climate changes,
such as severe and variable weather and geological events resulting in increased costs, or disruptions to ourmanufacturing operations or those of our suppliers or customers. In addition, climate change may pose physicalrisks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could
result in supply delays or disruptions. Other events, including political or public health crises, such as an outbreak ofcontagious diseases like COVID-19 may also affect our production capabilities or that of our suppliers, including asa result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel orshipping. Events of the types noted above have occurred from time to time and may occur in the future. As a result,in addition to disruptions to operations, our insurance premiums may increase or we may not be able to fully recover
any sustained losses through insurance.
If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable tomeet our customers’ requirements and they may purchase products from other suppliers. This could result in asignificant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which
could have a material adverse effect on our business, results of operations, or financial condition.
Breaches of our security systems or products, or those of our customers, suppliers, or business partners,
could expose us to losses.
We maintain a system of controls over the physical security of our facilities. We also manage and store various
proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store,
and transmit large amounts of data relating to our customers and employees, including sensitive personal
information. Unauthorized persons, employees, former employees, or other third parties may gain access to ourfacilities or technology infrastructure and systems to steal trade secrets or other proprietary information,
compromise confidential information, create system disruptions, or cause shutdowns. This risk is exacerbated ascompetitors for talent, particularly engineering talent, increasingly attempt to hire our employees. Throughcyberattacks on technology infrastructure and systems, unauthorized parties may obtain access to computer
systems, networks, and data, including cloud-based platforms. The technology infrastructure and systems of our
suppliers, vendors, service providers, cloud solution providers, and partners have in the past experienced, and may
in the future experience, such attacks, which could impact our operations. Cyberattacks can include ransomware,computer denial-of-service attacks, worms, supply chain attacks, social engineering, and other malicious software
programs or other attacks, including those using techniques that change frequently or may be disguised or difficult
to detect, or designed to remain dormant until a triggering event, impersonation of authorized users, and efforts todiscover and exploit any design flaws, “bugs,” security vulnerabilities, as well as intentional or unintentional acts byemployees or other insiders with access privileges. Globally, cyberattacks are increasing in number and theattackers are increasingly organized and well-financed, or supported by state actors, and are developing
increasingly sophisticated systems to not only attack, but also to evade detection. In addition, geopolitical tensions
or conflicts may create a heightened risk of cyberattacks. Breaches of our physical security, attacks on our
technology infrastructure and systems, or breaches or attacks on our customers, suppliers, or business partners
who have confidential or sensitive information regarding us and our customers and suppliers, could result insignificant losses and damage our reputation with customers and suppliers and may expose us to litigation if theconfidential information of our customers, suppliers, or employees is compromised.

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Our products are also targets for cyberattacks, including those products utilized in cloud-based environments. Whilesome of our products contain encryption or security algorithms to protect third-party content or user-generated datastored on our products, these products could still be hacked or the encryption schemes could be compromised,breached, or circumvented by motivated and sophisticated attackers. Further, our products contain sophisticatedhardware and firmware and applications that may contain security vulnerabilities or defects in design or
manufacture, including “bugs” and other problems that could interfere with the intended operation of our products.
To the extent our products are hacked, or the encryption schemes are compromised or breached, this could harm
our business by requiring us to employ additional resources to fix the errors or defects, exposing us to litigation,
claims, and harm to our reputation.
Any of the foregoing security risks could have a material adverse effect on our business, results of operations, or
financial condition.
We must attract, retain, and motivate highly skilled employees.
To remain competitive, we must attract, retain, and motivate executives and other highly skilled, diverse employees,
as well as effectively manage succession for key employees. Competition for experienced employees in our
industry is intense. Hiring and retaining qualified executives and other employees is critical to our business. If our
total compensation programs, employment benefits, and workplace culture are not viewed as competitive andinclusive, our ability to attract, retain, and motivate employees could be compromised.
At times, we experience higher levels of attrition, increasing compensation costs, and more intense competition for
talent across our industry. To the extent we experience significant attrition and are unable to timely replace
employees, we could experience a loss of critical skills and reduced employee morale, potentially resulting inbusiness disruptions or increased expenses to address any disruptions. Additionally, changes to immigration
policies in the countries in which we operate, as well as restrictions on travel due to public health crises or othercauses, may limit our ability to hire and/or retain talent in, or transfer talent to, specific locations.
Our inability to attract, retain, and motivate executives and other employees or effectively manage succession of
key roles may inhibit our ability to maintain or expand our business operations.
We may not be able to achieve expected returns from capacity expansions.
We have announced our intent to expand our DRAM production capacity in the United States and we also makecapital investments in projects outside the United States.
These expansions involve several risks including the following:
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capital expenditure requirements for capacity expansions during periods of relatively low free cash flow
generation, resulting from challenging memory and storage industry conditions;availability of necessary funding, which may include external sources;ability to realize expected grants, investment tax credits, and other government incentives, including
through the U.S. CHIPS and Science Act of 2022 (“CHIPS Act”) and foreign, state, and local grants;
potential changes in laws or provisions of grants, investment tax credits, and other government incentives;potential restrictions on expanding in certain geographies;
availability of equipment and construction materials;
ability to complete construction as scheduled and within budget;
availability of the necessary workforce;
ability to timely ramp production in a cost-effective manner;increases to our cost structure until new production is ramped to adequate scale; andsufficient growth in customer demand to meet our increased output.

We invest our capital in areas that we believe best align with our business strategy and optimize future returns.
Investments in capital expenditures may not generate expected returns or cash flows. Significant judgment isrequired to determine which capital investments will result in optimal returns, and we could invest in projects that are
ultimately less profitable than those projects we do not select. Delays in completion and ramping of new production
facilities, or failure to optimize our investment choices, could significantly impact our ability to realize expected
returns on our capital expenditures.

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Any of the above factors could have a material adverse effect on our business, results of operations, or financial
condition.
Our incentives from various governments are conditional upon achieving or maintaining certain
performance obligations and are subject to reduction, termination, or clawback.
We have received, and may in the future continue to receive, benefits and incentives from national, state, and local
governments in various regions of the world designed to encourage us to establish, maintain, or increase
investment, workforce, or production in those regions. These incentives may take various forms, including grants,
loan subsidies, and tax arrangements, and typically require us to achieve or maintain certain levels of investment,
capital spending, employment, technology deployment, or research and development activities to qualify for suchincentives or could restrict us from undertaking certain activities. We may be unable to obtain significant future
incentives to continue to fund a portion of our capital expenditures and operating costs, without which our cost
structure would be adversely impacted. We also cannot guarantee that we will successfully achieve performanceobligations required to qualify for these incentives or that the granting agencies will provide such funding. These
incentive arrangements typically provide the granting agencies with rights to audit our compliance with their terms
and obligations. Such audits could result in modifications to, or termination of, the applicable incentive program. The
incentives we receive could be subject to reduction, termination, or clawback, and any decrease or clawback ofgovernment incentives could have a material adverse effect on our business, results of operations, or financial
condition.
Acquisitions and/or alliances involve numerous risks.
Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements,
involve numerous risks, including the following:
•
•
•
•
•
•
•
•
•
•
•
•
•

integrating the operations, technologies, and products of acquired or newly formed entities into ouroperations;increasing capital expenditures to upgrade and maintain facilities;
increased debt levels;
the assumption of unknown or underestimated liabilities;
the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital,
capital expenditures, R&D expenditures, and other business activities;
diverting management’s attention from daily operations;managing larger or more complex operations and facilities and employees in separate and diverse
geographic areas;hiring and retaining key employees;
requirements imposed by government authorities in connection with the regulatory review of a transaction,
which may include, among other things, divestitures or restrictions on the conduct of our business or theacquired business;underestimating the costs or overestimating the benefits, including product, revenue, cost and othersynergies and growth opportunities that we expect to realize, and we may not achieve those benefits;
failure to maintain customer, vendor, and other relationships;
inadequacy or ineffectiveness of an acquired company’s internal financial controls, disclosure controls andprocedures, compliance programs, and/or environmental, health and safety, anti-corruption, humanresource, or other policies or practices; andimpairment of acquired intangible assets, goodwill, or other assets as a result of changing businessconditions or technological advancements.

The global memory and storage industry has experienced consolidation and may continue to consolidate. We
engage, from time to time, in discussions regarding potential acquisitions and similar opportunities. To the extent weare successful in completing any such transactions, we could be subject to some or all of the risks described above,
including the risks pertaining to funding, assumption of liabilities, integration challenges, and increases in debt that
may accompany such transactions. Acquisitions of, or alliances with, technology companies are inherently risky andmay not be successful and could have a material adverse effect on our business, results of operations, or financial
condition.

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We may incur restructure charges in future periods and may not realize expected savings or other benefits
from restructure activities.
From time to time, we have, and may in the future, enter into restructure initiatives in order to, among other items,
streamline our operations, respond to changes in business conditions, our markets, or product offerings, or tocentralize certain key functions. We may not realize expected savings or other benefits from our restructure
activities and may incur additional restructure charges or other losses in future periods associated with otherinitiatives. In connection with any restructure initiatives, we could incur restructure charges, loss of production
output, loss of key personnel, disruptions in our operations, and difficulties in the timely delivery of products, which
could have a material adverse effect on our business, results of operations, or financial condition.
Compliance with responsible sourcing requirements and any related regulations could increase ouroperating costs, or limit the supply and increase the cost of certain materials, supplies, and services, and if
we fail to comply, customers may reduce purchases from us or disqualify us as a supplier.
We and many of our customers have adopted responsible sourcing programs that require us to meet certain ESG
criteria, and to periodically report on our performance against these requirements, including that we source thematerials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs.
Many customer programs require us to remove a supplier within a prescribed period if such supplier ceases tocomply with prescribed criteria, and our supply chain may at any time contain suppliers at risk of being removed due
to non-compliance with responsible sourcing requirements. Some of our customers may elect to disqualify us as asupplier (resulting in a permanent or temporary loss of sales to such customer) or reduce purchases from us if weare unable to verify that our performance or products (including the underlying supply chain) meet the specificationsof our customers’ responsible sourcing programs on a continuous basis. Meeting responsible sourcing requirements
may increase operating requirements and costs or limit the sourcing and availability of some of the materials,
supplies, and services we use, particularly when the availability of such materials, supplies, and services isconcentrated to a limited number of suppliers. From time to time, we remove suppliers or require our suppliers toremove suppliers from their supply chains based on our responsible sourcing requirements or customer
requirements, and we or our suppliers may be unable to replace such removed suppliers in a timely or cost-effective
manner. Any inability to replace removed suppliers in a timely or cost effective manner may affect our ability and/or
the cost to obtain sufficient quantities of materials, supplies, and services necessary for the manufacture of our
products. Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply withcustomers’ responsible sourcing requirements or with any related regulations could have a material adverse effecton our business, results of operations, or financial condition.
Failure to meet ESG expectations or standards or achieve our ESG goals could adversely affect ourbusiness, results of operations, financial condition, or stock price.
In recent years, there has been an increased focus from stakeholders on ESG matters, including greenhouse gas
emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equality
and inclusion, responsible sourcing and supply chain, human rights, and social responsibility. Given ourcommitment to ESG, we actively manage these issues and have established and publicly announced certain goals,
commitments, and targets which we may refine or even expand further in the future. These goals, commitments,
and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.
Evolving stakeholder expectations and our efforts to manage these issues, report on them, and accomplish ourgoals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could
have a material adverse impact, including on our reputation and stock price.
Such risks and uncertainties include:
•
•
•
•
•
•
•

reputational harm, including damage to our relationships with customers, suppliers, investors, governments,
or other stakeholders;adverse impacts on our ability to sell and manufacture products;
the success of our collaborations with third parties;
increased risk of litigation, investigations, or regulatory enforcement action;
unfavorable ESG ratings or investor sentiment;
diversion of resources and increased costs to control, assess, and report on ESG metrics;
our ability to achieve our goals, commitments, and targets within timeframes announced;

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•
•
•
•

increased costs to achieve our goals, commitments, and targets;
unforeseen operational and technological difficulties;
access to and increased cost of capital; andadverse impacts on our stock price.

Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our
ESG goals, commitments, and targets could have an adverse effect on our business, results of operations, financial
condition, or stock price.

Risks Related to Intellectual Property and Litigation
We may be unable to protect our intellectual property or retain key employees who are knowledgeable ofand develop our intellectual property.
We maintain a system of controls over our intellectual property, including U.S. and foreign patents, trademarks,
copyrights, trade secrets, licensing arrangements, confidentiality procedures, non-disclosure agreements with
employees, consultants, and vendors, and a general system of internal controls. Despite our system of controls over
our intellectual property, it may be possible for our current or future competitors to obtain, copy, use, or disclose,
illegally or otherwise, our product and process technology or other proprietary information. The laws of some foreigncountries may not protect our intellectual property to the same degree as do U.S. laws, and our confidentiality, nondisclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce.
Additionally, our ability to maintain and develop intellectual property is dependent upon our ability to attract, develop,
and retain highly skilled employees. If our competitors or future entrants into our industry are successful in hiring our
employees, they may directly benefit from the knowledge these employees gained while they were under our
employment, and this may also negatively impact our ability to maintain and develop intellectual property.
Our inability to protect our intellectual property or retain key employees who are knowledgeable of and develop our
intellectual property could have a material adverse effect on our business, results of operations, or financial
condition.
Legal proceedings and claims could have a material adverse effect on our business, results of operations,or financial condition.
From time to time, we are subject to various legal proceedings and claims that arise out of the ordinary conduct ofour business or otherwise, both domestically and internationally. Such claims include, but are not limited to,allegations of anticompetitive conduct and infringement of intellectual property. See “Part II – Item 8. Financial
Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.”
Any claim, with or without merit, could result in significant legal fees that could negatively impact our financial
results, disrupt our operations, and require significant attention from our management. We may be associated withand subject to litigation, claims, or arbitration disputes arising from, or as a result of:••••our relationships with vendors or customers, supply agreements, or contractual obligations with our
subcontractors or business partners;
the actions of our vendors, subcontractors, or business partners;
our indemnification obligations, including obligations to defend our customers against third-party claims
asserting infringement of certain intellectual property rights, which may include patents, trademarks,
copyrights, or trade secrets; andthe terms of our product warranties or from product liability claims.

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As we continue to focus on developing system solutions with manufacturers of consumer products, including
autonomous driving, augmented reality, and others, we may be exposed to greater potential for personal liability
claims against us as a result of consumers’ use of those products. We, our officers, or our directors could also be
subject to claims of alleged violations of securities laws. There can be no assurance that we are adequately insured
to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters.
Exposures to various legal proceedings and claims could lead to significant costs and expenses as we defend
claims, are required to pay damage awards, or enter into settlement agreements, any of which could have amaterial adverse effect on our business, results of operations, or financial condition.
Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property
rights of others, or failure to obtain or renew license agreements covering such intellectual property, could
materially adversely affect our business, results of operations, or financial condition.
As is typical in the semiconductor and other high technology industries, from time to time others have asserted, andmay in the future assert, that our products or manufacturing processes infringe upon, misappropriate, misuse, orotherwise violate their intellectual property rights. We are unable to predict the outcome of these assertions madeagainst us. Any of these types of claims, regardless of the merits, could subject us to significant costs to defend or
resolve such claims and may consume a substantial portion of management’s time and attention. As a result of
these claims, we may be required to:••••

pay significant monetary damages, fines, royalties, or penalties;
enter into license or settlement agreements covering such intellectual property rights;
make material changes to or redesign our products and/or manufacturing processes; and/or
cease manufacturing, having made, selling, offering for sale, importing, marketing, or using products and/or
manufacturing processes in certain jurisdictions.

We may not be able to take any of the actions described above on commercially reasonable terms and any of theforegoing results could have a material adverse effect on our business, results of operations, or financial condition.
See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements– Contingencies.”
We have a number of intellectual property license agreements. Some of these license agreements require us tomake one-time or periodic payments. We may need to obtain additional licenses or renew existing license
agreements in the future. We are unable to predict whether these license agreements can be obtained or renewedon terms acceptable to us. The failure to obtain or renew licenses as necessary could have a material adverse
effect on our business, results of operations, or financial condition.

Risks Related to Laws and Regulations
Government actions and regulations, such as export restrictions, tariffs, and trade protection measures,
may limit our ability to sell our products to certain customers or markets, or could otherwise restrict ourability to conduct operations.
International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new andincreasing export restrictions, trade barriers, tariffs, and other trade measures that can increase our manufacturingcosts, make our products less competitive, reduce demand for our products, limit our ability to sell to certain
customers or markets, limit our ability to procure, or increase our costs for, components or raw materials, impede or
slow the movement of our goods across borders, impede our ability to perform R&D activities, or otherwise restrict
our ability to conduct operations. Increasing protectionism, economic nationalism, and national security concerns
may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that
could make it more difficult to sell our products in, or restrict our access to, some markets and/or customers.

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We cannot predict what further actions may ultimately be taken with respect to export regulations, tariffs or othertrade regulations between the United States and other countries, what products or companies may be subject tosuch actions, or what actions may be taken by other countries in retaliation. Further changes in trade policy, tariffs,
restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials includingrare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs,
decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchasenecessary equipment and supplies. Such changes may also result in reputational harm to us, the development or
adoption of technologies that compete with our products, long-term changes in global trade and technology supply
chains, or negative impacts on our customers’ products which incorporate our solutions. Any of the effects describedin this risk factor could have a material adverse effect on our business, results of operations, or financial condition.
The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our
exposure to government investigations, legal actions, and penalties. Although we have policies, controls, andprocedures designed to help ensure compliance with applicable laws, there can be no assurance that ouremployees, contractors, suppliers, or agents will not violate such laws or our policies. Violations of trade laws,
restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees;
prohibitions on the conduct of our business; and damage to our reputation.
Tax-related matters could have a material adverse effect on our business, results of operations, or financial
condition.
We are subject to income taxes in the United States and many foreign jurisdictions. Our provision for income taxes
and cash tax liabilities in the future could be adversely affected by numerous factors, including changes in thegeographic mix of our earnings among jurisdictions, mandatory capitalization of R&D expenses beginning in 2023,
challenges by tax authorities to our tax positions and intercompany transfer pricing arrangements, failure to meet
performance obligations with respect to tax incentive agreements, expanding our operations in various countries,
fluctuations in foreign currency exchange rates, adverse resolution of audits and examinations of previously filed tax
returns, and changes in tax laws and regulations.
Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which
we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating
activities and otherwise have a material adverse effect on our financial condition. Beginning in 2024, the Inflation
Reduction Act of 2022 imposes a 15% book minimum tax on corporations with three-year average annual adjusted
financial statement income exceeding $1 billion. We are in the process of assessing whether the book minimum tax
would impact our effective tax rate. Further changes in the tax laws of foreign jurisdictions could arise as a result of
the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation andDevelopment. If implemented by taxing authorities in countries where we do business, such changes, could have amaterial adverse effect on our business, results of operations, or financial condition.
We and others are subject to a variety of laws, regulations, or industry standards, including with respect to
ESG considerations, which may have a material adverse effect on our business, results of operations, or
financial condition.
The manufacture of our products requires the use of facilities, equipment, and materials that are subject to a broadarray of laws and regulations in numerous jurisdictions in which we operate. Additionally, we are subject to a variety
of other laws and regulations relative to the construction, maintenance, and operations of our facilities. Any changes
in laws, regulations, or industry standards could cause us to incur additional direct costs, as well as increased
indirect costs related to our relationships with our customers and suppliers, and otherwise harm our operations andfinancial condition. Any failure to comply with laws, regulations, or industry standards could adversely impact our
reputation and our financial results. Additionally, we engage various third parties as sales channel partners or torepresent us or otherwise act on our behalf who are also subject to a broad array of laws, regulations, and industry
standards. Our engagement with these third parties may also expose us to risks associated with their respective
compliance with laws and regulations.

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New ESG considerations, including those related to climate change and the potential resulting environmental
impact, may result in new laws, regulations, or industry standards that may affect us, our suppliers, and ourcustomers. Such laws, regulations, or industry standards could cause us to incur additional direct costs forcompliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional
compliance costs that are passed on to us. These costs may adversely impact our results of operations andfinancial condition.
As a result of the items detailed in this risk factor, we could experience the following:
•
•
•
•
•
•

suspension of production or sales of our products;
remediation costs;
increased compliance costs;
alteration of our manufacturing processes;
regulatory penalties, fines, and legal liabilities; andreputational challenges.

Compliance with, or our failure, or the failure of our third-party sales channel partners or agents, to comply with,laws, regulations, or industry standards could have a material adverse effect on our business, results of operations,or financial condition.

Risks Related to Capitalization and Financial Markets
We may be unable to generate sufficient cash flows or obtain access to external financing necessary tofund our operations, make scheduled debt payments, pay our dividend, and make adequate capital
investments.
Our cash flows from operations depend primarily on the volume of semiconductor memory and storage products
sold, average selling prices, and manufacturing costs. To develop new product and process technology, support
future growth, achieve operating efficiencies, and maintain product quality, we must make significant capital
investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology.
We estimate capital expenditures in 2023 for property, plant, and equipment, net of partner contributions, will bearound $8 billion.
In the past we have utilized external sources of financing when needed. As a result of our debt levels, expected debt
amortization, and general capital market and other economic conditions, it may be difficult for us to obtain financing
on terms acceptable to us or at all. We have experienced volatility in our cash flows and operating results and may
continue to experience such volatility in the future, which may negatively affect our credit rating. Our credit rating
may also be affected by our liquidity, financial results, economic risk, or other factors, which may increase the costof future borrowings and make it difficult for us to obtain financing on terms acceptable to us or at all. There can be
no assurance that we will be able to generate sufficient cash flows, access capital or credit markets, or find othersources of financing to fund our operations, make debt payments, pay our quarterly dividend, and make adequate
capital investments to remain competitive in terms of technology development and cost efficiency. Our inability to do
any of the foregoing could have a material adverse effect on our business, results of operations, or financial
condition.
Debt obligations could adversely affect our financial condition.
We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, businessacquisitions, and to realign our capital structure. As of September 1, 2022, we had debt with a carrying value of$6.91 billion and may incur additional debt, including under our $2.50 billion Revolving Credit Facility. Our debt
obligations could adversely impact us as follows:•••

require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce theamount of cash flow available to fund our business activities;
adversely impact our credit rating, which could increase future borrowing costs;
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities,
R&D, and other general corporate requirements;

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•
•
•
•

restrict our ability to incur specified indebtedness, create or incur certain liens, and enter into saleleaseback financing transactions;increase our vulnerability to adverse economic and industry conditions;increase our exposure to rising interest rates from variable rate indebtedness; andresult in certain of our debt instruments becoming immediately due and payable or being deemed to be in
default if applicable cross default, cross-acceleration and/or similar provisions are triggered.

Our ability to meet our payment obligations under our debt instruments depends on our ability to generatesignificant cash flows or obtain external financing in the future. This, to some extent, is subject to market, economic,
financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. Therecan be no assurance that our business will generate cash flow from operations, or that additional capital will beavailable to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity
needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicabledraw-down conditions and utilize our Revolving Credit Facility. If we are unable to generate sufficient cash flows toservice our debt payment obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay
capital investments, or seek to raise additional capital. If we are unable to implement one or more of thesealternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effecton our business, results of operations, or financial condition.
Changes in foreign currency exchange rates could materially adversely affect our business, results ofoperations, or financial condition.
Across our global operations, significant transactions and balances are denominated in currencies other than the
U.S. dollar (our reporting currency), primarily the euro, Malaysian ringgit, Singapore dollar, New Taiwan dollar, andyen. In addition, a significant portion of our manufacturing costs are denominated in foreign currencies. Exchange
rates for some of these currencies against the U.S. dollar have been volatile and may be volatile in future periods. If
these currencies strengthen against the U.S. dollar, our manufacturing costs could significantly increase. Exchange
rates for the U.S. dollar that adversely change against our foreign currency exposures could have a material
adverse effect on our business, results of operations, or financial condition.
We are subject to counterparty default risks.
We have numerous arrangements with financial institutions that subject us to counterparty default risks, including
cash deposits, investments, and derivative instruments. Additionally, we are subject to counterparty default risk fromour customers for amounts receivable from them. As a result, we are subject to the risk that the counterparty will
default on its performance obligations. A counterparty may not comply with its contractual commitments which could
then lead to its defaulting on its obligations with little or no notice to us, which could limit our ability to mitigate our
exposure. Additionally, our ability to mitigate our exposures may be constrained by the terms of our contractual
arrangements or because market conditions prevent us from taking effective action. If one of our counterparties
becomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of that counterparty’s
default may be limited by the liquidity of the counterparty or the applicable laws governing the bankruptcy
proceedings. In the event of such default, we could incur significant losses, which could have a material adverse
effect on our business, results of operations, or financial condition.
The trading price of our common stock has been and may continue to be volatile.
Our common stock has experienced substantial price volatility in the past and may continue to do so in the future.
Additionally, we, the technology industry, and the stock market as a whole have on occasion experienced extreme
stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to thespecific operating performance of individual companies. The trading price of our common stock may fluctuate widely
due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition andoperating results, changes in financial forecasts or estimates by us or financial or other market estimates andratings by securities and other analysts, changes in our capital structure, including issuance of additional debt orequity to the public, interest rate changes, regulatory changes, news regarding our products or products of ourcompetitors, and broad market and industry fluctuations.

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For these reasons, investors should not rely on recent or historical trends to predict future trading prices of ourcommon stock, financial condition, results of operations, or cash flows. Investors in our common stock may notrealize any return on their investment in us and may lose some or all of their investment. Volatility in the trading
price of our common stock could also result in the filing of securities class action litigation matters, which could
result in substantial costs and the diversion of management time and resources.
The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will
fully consummate our share repurchase authorization, or that it will enhance long-term shareholder value.
Share repurchases could also increase the volatility of the trading price of our stock and will diminish our
cash reserves.
The amount, timing, and execution of our share repurchases pursuant to our share repurchase authorization may
fluctuate based on our operating results, cash flows, and priorities for the use of cash for other purposes. Our
expenditures for share repurchases were $2.43 billion in 2022, $1.20 billion in 2021, $176 million in 2020, and$2.66 billion in 2019. These other purposes include, but are not limited to, operational spending, capital spending,acquisitions, and repayment of debt. Other factors, including changes in tax laws, could also impact our share
repurchases. Although our Board of Directors has authorized share repurchases of up to $10 billion of ouroutstanding common stock, the authorization does not obligate us to repurchase any common stock.
We cannot guarantee that our share repurchase authorization will be fully consummated or that it will enhance longterm shareholder value. The repurchase authorization could affect the trading price of our stock and increase
volatility, and any announcement of a pause in, or termination of, this program may result in a decrease in the
trading price of our stock. In addition, this program will diminish our cash reserves.
There can be no assurance that we will continue to declare cash dividends in any particular amounts or atall.
Our Board of Directors has adopted a dividend policy pursuant to which we currently pay a cash dividend on ourcommon shares on a quarterly basis. The declaration and payment of any dividend is subject to the approval of our
Board of Directors and our dividend may be discontinued or reduced at any time. There can be no assurance that
we will declare cash dividends in the future in any particular amounts, or at all.
Future dividends, if any, and their timing and amount, may be affected by, among other factors: our financial
condition, results of operations, capital requirements, business conditions, debt service obligations, contractual
restrictions, industry practice, legal requirements, regulatory constraints, and other factors that our Board of
Directors may deem relevant. A reduction in or elimination of our dividend payments could have a negative effect on
the trading price of our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

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ITEM 2. PROPERTIES
Our corporate headquarters are located in Boise, Idaho. In addition to our principal facilities described below, we
own or lease numerous other facilities in locations throughout the world used for design, R&D, and sales andmarketing activities. The following is a summary of our principal facilities as of September 1, 2022:

Location

Principal Operations

TaiwanSingaporeJapan
United States
Malaysia
China

R&D, wafer fabrication, component assembly and test, module assembly and test
R&D, wafer fabrication, component assembly and test, module assembly and test
R&D, wafer fabrication
R&D, wafer fabrication, reticle manufacturing
Component assembly and test, module assembly and test
Component assembly and test, module assembly and test

We generally utilize all of our manufacturing capacity; however, a portion of our MTU facility was underutilized for2022, 2021, and 2020. Our MTU facility was sold in the first quarter of 2022.
To support expected memory demand in the second half of the decade, we will need to add new DRAM wafer
capacity. Following the enactment of the CHIPS Act in 2022, we announced plans to invest in two leading-edge
memory manufacturing fabs in the United States, contingent on CHIPS Act support through grants and investment
tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab
in Boise, Idaho. Construction of the fab is expected to begin in calendar 2023 with DRAM production targeted tostart in calendar 2025. In addition, in October 2022, we announced plans to build a second leading-edge DRAM
manufacturing fab in Clay, New York. We plan to start site preparation work in calendar 2023 and expect
construction to begin in calendar 2024, with production anticipated to ramp in the latter half of the decade. We
expect these new fabs to fulfill our requirements for additional wafer capacity starting in the second half of thedecade and beyond, in line with industry demand trends.
We believe that our existing facilities are suitable and adequate for our present purposes. We do not identify or
allocate assets by operating segment, other than goodwill. See “Part II – Item 8. Financial Statements andSupplementary Data – Notes to Consolidated Financial Statements – Lehi, Utah Fab and 3D XPoint” and “ –Geographic Information.”40

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ITEM 3. LEGAL PROCEEDINGSFor a discussion of legal proceedings, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes
to Consolidated Financial Statements – Contingencies” and “Item 1A. Risk Factors” of this Annual Report on Form
10-K.
SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably
believe that the related monetary sanctions, if any, will be less than a specified threshold. We use a threshold of $1
million for this purpose.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESMarket Information
Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “MU.”

Holders of Record
As of September 30, 2022, there were approximately 1,768 shareholders of record of our common stock. A
substantially greater number of holders of our common stock are "street name" or beneficial holders, whose sharesare held of record by banks, brokers, and other financial institutions.

Dividends
On September 29, 2022, we announced that our Board of Directors had declared a quarterly dividend of $0.115 pershare, payable in cash on October 26, 2022, to shareholders of record as of the close of business on October 11,2022.
We currently expect quarterly dividends to continue in future periods and aim to grow our dividend payments overtime. However, the declaration and payment of any future cash dividends are at the discretion and subject to theapproval of our Board of Directors. Our Board of Directors' decisions regarding the amount and payment ofdividends will depend on many factors, such as our financial condition, results of operations, capital requirements,
business conditions, debt service obligations, contractual restrictions, industry practice, legal requirements,
regulatory constraints, and other factors that our Board of Directors may deem relevant. We cannot guarantee that
we will continue to pay a dividend in any future period.

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

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Issuer Purchase of Equity Securities
Common Stock Repurchase Authorization
In May 2018, we announced that our Board of Directors authorized the discretionary repurchase of up to $10 billionof our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions,derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no
expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and ourongoing determination of the best use of available cash.
Total number of shares
Approximate dollar value of shares
Total number Averagepurchased as part ofthat may yet be purchased underof shares price paid publicly announced
publicly announced plans or programs
Periodpurchased per shareplans or programs(in millions)
June 3, 2022 – July 7, 2022
July 8, 2022
– August 4, 2022
August 5, 2022 – September 1, 2022

4,038,489 $8,643,182
575,794
13,257,465 $

58.69
59.15
62.53
59.16

4,038,489
8,643,182
575,794
13,257,465$3,531

Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with thevesting or exercise of equity awards are also treated as common stock repurchases. Those withheld shares ofcommon stock are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded
from the amounts in the table above.

Performance Graph
The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P
500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, 2017, through August 31,
2022. We operate on a 52 or 53-week fiscal year which ends on the Thursday closest to August 31. Accordingly, thelast day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein,
we have calculated our stock performance graph assuming an August 31 year end.
400

300

200

100

0
2017

2018

Micron Technology, Inc

2019
S&P 500 Composite Index

2020

2021

2022

Philadelphia Semiconductor Index (SOX)

Note: Management cautions that the stock price performance information shown in the graph above may not be
indicative of current stock price levels or future stock price performance.

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The performance graph above assumes $100 was invested on August 31, 2017 in common stock of Micron
Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX). Any dividends
paid during the period presented were assumed to be reinvested. The performance was plotted using the following
data:
2017
Micron Technology, Inc.
S&P 500 Composite Index
Philadelphia Semiconductor Index (SOX)

$

100 $
100
100

2018

2019

164 $
120
128

142 $
123
140

2020

2021

142 $
150
214

2022

231 $
197
328

178
175
260

ITEM 6. [RESERVED]ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONSThis discussion should be read in conjunction with the consolidated financial statements and accompanying notes
for the year ended September 1, 2022. All period references are to our fiscal periods unless otherwise indicated.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2022 and 2021
contained 52 weeks and fiscal 2020 contained 53 weeks. Our fourth quarter of fiscal 2020 contained 14 weeks andall other fiscal quarters in the years presented contained 13 weeks. All tabular dollar amounts are in millions, except
per share amounts.
For an overview of our business and certain related trends, see “Part I – Item 1. Business – Overview.”

Results of Operations
Consolidated Results
For the year ended
Revenue
Cost of goods sold
Gross margin
Research and development
Selling, general, and administrative
Restructure and asset impairments
Other operating (income) expense, net
Operating income
Interest income (expense), net
Other non-operating income (expense), net
Income tax (provision) benefit
Equity in net income (loss) of equity method investees
Net income attributable to noncontrolling interests
Net income attributable to Micron

43 | 2022 10-K

2022
$ 30,758
16,86013,898
3,116
1,066
48
(34)
9,702
(93)
(38)
(888)
4
—
$ 8,687

2021

2020

100 % $ 27,705
55 % 17,282
45 % 10,423

100 % $ 21,435
62 % 14,883
38 %
6,552

100 %
69 %
31 %

10 %
3%
—%
—%
32 %

10 %
3%
2%
—%
23 %

2,600
881
60
8
3,003

12 %
4%
—%
—%
14 %

(1)%
(80)
—%
60
(1)%
(280)
—%
7
—%
(23)
21 % $ 2,687

—%
—%
(1)%
—%
—%
13 %

2,663
894
488
95
6,283

—%
(146)
—%
81
(3)%
(394)
—%
37
—%
—
28 % $ 5,861

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

Sales of DRAM products increased 12% primarily due to increases in bit shipments of slightly over 10%.
Sales of NAND products increased 11% primarily due to a high-single-digit percent increase in bit
shipments and a low-single-digit percent increase in average selling prices.

In the fourth quarter of 2022, the memory and storage industry environment deteriorated sharply due to global andmacroeconomic challenges combined with downward inventory adjustments by customers, leading to significant
reductions in bit shipments and average selling prices for both DRAM and NAND resulting in a 23% decline inrevenue as compared to the third quarter of 2022. For the first quarter of 2023, continuation of these challenging
conditions and inventory adjustments by customers have resulted in further reductions in near-term demand for both
DRAM and NAND and we expect bit shipments and pricing to decline as compared to the fourth quarter of 2022.
Total revenue for 2021 increased 29% as compared to 2020 primarily due to increases in sales of both DRAM and
NAND products.
••

Sales of DRAM products increased 38% primarily due to growth in bit shipments in the high-20% range anda high single-digit percent increase in average selling prices.
Sales of NAND products increased 14% primarily due to increases in bit shipments in the high-20% range,
partially offset by a decline in average selling prices of slightly over 10%.

Consolidated Gross Margin: Our consolidated gross margin percentage increased to 45% for 2022 from 38% for
2021, as a result of improvements in margins for both DRAM and NAND products, primarily due to reductions in
manufacturing costs. Manufacturing cost reductions were driven by strong execution in ramping our 1α DRAM and
176-layer NAND technology nodes. Our consolidated gross margin percentage declined to 39% in the fourth quarterof 2022 from 47% in the third quarter of 2022 and we expect that in the first quarter of 2023 the percentage will
decline further due to decreases in average selling prices as a result of the challenging industry environment for
memory and storage products. To address our elevated inventory levels and reduce supply growth, in the firstquarter of 2023, we are selectively reducing facility utilization in both DRAM and NAND. We also expect that
inflationary pressure will continue to be a headwind to costs in the first quarter of 2023.
Our consolidated gross margin percentage increased to 38% for 2021 from 31% for 2020, primarily due to theincreases in DRAM average selling prices and cost reductions resulting from strong execution in delivering products
featuring advanced technologies, partially offset by declines in NAND average selling prices. Our gross margins
included the impact of underutilization costs at MTU of $335 million for 2021 and $557 million for 2020.
Underutilization costs at MTU declined in 2021 primarily due to the plan to sell MTU’s Lehi facility and classificationof assets as held for sale at the end of the second quarter of 2021, which resulted in the cessation of depreciationon those assets. See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial
Statements – Lehi, Utah Fab and 3D XPoint.”
Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing fromaverage cost to first-in, first-out (“FIFO”). Concurrently, as of the beginning of the second quarter of 2021, we
modified our inventory cost absorption processes used to estimate inventory values, which affects the timing ofwhen costs are recognized. These changes resulted in a one-time increase to cost of goods sold of approximately$293 million in 2021.

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Revenue by Business Unit
For the year ended
CNBU
MBU
EBU
SBU
All Other2022$ 13,693
7,260
5,235
4,553
17
$ 30,758

2021
45 % $ 12,280
24 %
7,203
17 %
4,209
15 %
3,973
—%
40
$ 27,705

2020
44 % $ 9,184
26 %
5,702
15 %
2,759
14 %
3,765
—%
25
$ 21,435

43 %
27 %
13 %
18 %
—%

Percentages of total revenue may not total 100% due to rounding.
Changes in revenue for each business unit for 2022 as compared to 2021 were as follows:••••

CNBU revenue increased 12% primarily due to increases in bit shipments to cloud, enterprise, andnetworking markets.
MBU revenue was relatively unchanged as both DRAM and NAND revenue was relatively flat.
EBU revenue increased 24% primarily due to strong demand growth in industrial and automotive markets.
SBU revenue increased 15% primarily due to higher average selling prices and increases in shipments of
SSD products.

Changes in revenue for each business unit for 2021 as compared to 2020 were as follows:••••

CNBU revenue increased 34% primarily due to broad-based increases in bit shipments across markets andhigher average selling prices for DRAM.
MBU revenue increased 26% primarily due to increases in bit shipments for high-value mobile MCP
products.
EBU revenue increased 53% primarily due to increases in bit shipments driven by strong demand growth inautomotive, industrial, and consumer markets and improved pricing in industrial and consumer markets.
SBU revenue increased 6% as increases in bit shipments for NAND products outpaced declines in average
selling prices.

Operating Income (Loss) by Business Unit
For the year ended
CNBU
MBU
EBU
SBU
All Other2022$ 5,844
2,160
1,752
513
12
$ 10,281

2021
43 % $
30 %
33 %
11 %
71 %
$

4,295
2,173
1,006
173
20
7,667

2020
35 % $ 2,010
30 %
1,074
24 %
301
4%
36
50 %
(2)
$ 3,419

22 %
19 %
11 %
1%
(8)%

Percentages reflect operating income (loss) as a percentage of revenue for each business unit.
Changes in operating income or loss for each business unit for 2022 as compared to 2021 were as follows:••••

CNBU operating income increased primarily due to higher bit shipments and manufacturing cost reductions.
MBU operating income was relatively unchanged as slight increases in gross margins were offset by higher
operating expenses.
EBU operating income increased primarily due to manufacturing cost reductions from an increasing mix ofleading-edge bits, higher bit shipments, and improved DRAM pricing in industrial and consumer markets,partially offset by higher R&D expenses.
SBU operating income increased primarily due to improved product mix driving increases in average selling
prices, increases in SSD shipments, and manufacturing cost reductions, partially offset by higher R&D
expenses.

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Changes in operating income or loss for each business unit for 2021 as compared to 2020 were as follows:••••

CNBU operating income increased primarily due to increases in bit shipments, higher average selling
prices, manufacturing cost reductions, and lower MTU underutilization costs.
MBU operating income increased primarily due to increases in sales of high-value MCP products,
manufacturing cost reductions for low-power DRAM, and increases in DRAM bit shipments.
EBU operating income increased primarily due to improved pricing in industrial and consumer markets, cost
reductions from an increasing mix of leading-edge bits, and higher bit shipments.
SBU operating income increased primarily due to lower manufacturing costs and increases in bit shipments,
partially offset by decreases in selling prices and higher R&D costs.

Operating Expenses and Other
Research and Development: R&D expenses vary primarily with the number of development and pre-qualification
wafers processed, the cost of advanced equipment dedicated to new product and process development, andpersonnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process
wafers before completion of performance and reliability testing. Development of a product is deemed complete
when it is qualified through internal reviews and tests for performance and reliability. R&D expenses can varysignificantly depending on the timing of product qualification.
R&D expenses for 2022 increased 17% as compared to 2021 primarily due to higher employee compensation fromincreases in headcount, higher volumes of development and prequalification wafers, and higher depreciation
expense. R&D expenses for 2021 increased 2% as compared to 2020 primarily due to increases in employeecompensation and depreciation expense resulting from higher capital spending, partially offset by lower volumes ofdevelopment and prequalification wafers.
Selling, General, and Administrative: SG&A expenses for 2022 were 19% higher as compared to 2021 primarily
due to increases in employee compensation, professional services, and legal fees. SG&A expenses for 2021 wererelatively unchanged as compared to 2020.
Restructure and Asset Impairments: In the first quarter of 2022, we sold our Lehi, Utah facility to TI. In 2021, theLehi facility was classified as held for sale and we recognized a restructure charge of $435 million to write down theassets held for sale to the expected consideration to be received under our agreement with TI. For further
discussion see “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial
Statements – Lehi, Utah Fab and 3D XPoint.”
Interest Income (Expense): Net interest expense for 2022 decreased by $53 million as compared to 2021 primarily
due to an increase of $59 million in interest income as a result of increases in interest rates on our cash andinvestments. Net interest expense for 2021 increased by $66 million as compared to 2020 primarily due to adecrease of $77 million in interest income as a result of decreases in interest rates on our cash and investments.
Income Taxes: Our income tax (provision) benefit consisted of the following:
For the year ended
Income before taxes
Income tax (provision) benefit
Effective tax rate2022$

9,571 $
(888)
9.3 %

2021
6,218 $
(394)
6.3 %

2020
2,983
(280)
9.4 %

Our effective tax rate increased in 2022 as compared to 2021 primarily due to the geographic mix of our earnings
and a valuation allowance recorded against our Idaho deferred tax assets of $189 million, partially offset by tax
impacts of changes in foreign currency exchange rates. Our effective tax rate decreased in 2021 as compared to2020 primarily as a result of a $104 million tax benefit recorded for the discrete $435 million charge to write down
the Lehi assets held for sale.

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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, inpart, upon meeting certain business operations and employment thresholds. The effect of tax incentive
arrangements reduced our tax provision by $1.12 billion (benefiting our diluted earnings per share by $1.00) for
2022, by $758 million ($0.66 per diluted share) for 2021, and by $215 million ($0.19 per diluted share) for 2020.
Beginning in 2023, provisions in the Tax Cuts and Jobs Act of 2017 will require us to capitalize and amortize R&D
expenditures rather than deducting the costs as incurred. Unless the effective date is deferred or the law isrepealed, we expect an increase to our effective tax rate for several years. In addition, the mix of our income,together with U.S. and foreign tax rules, results in taxes becoming more fixed at lower profitability levels. As a resultof these factors, we estimate tax expense of at least $300 million for 2023. Beyond this level, our actual tax expense
will depend on the level of operating income through the year.
Beginning in 2024, the Inflation Reduction Act of 2022 imposes a 15% book minimum tax on corporations withthree-year average annual adjusted financial statement income exceeding $1 billion. We are in the process ofassessing whether the book minimum tax would impact our effective tax rate.
Various tax reforms are being considered in multiple jurisdictions that, if enacted, contain provisions that could
increase our tax expense. We continue to monitor the potential impact of these various tax reform proposals to ouroverall global effective tax rate and financial statements.
See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Income Taxes.”
Other: Further information can be found in “Item 8. Financial Statements and Supplementary Data – Notes toConsolidated Financial Statements – Other Operating (Income) Expense, Net”; “ – Other Non-Operating Income(Expense), Net”; and other notes to the financial statements.

Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets
and financial institutions. Cash generated from operations is highly dependent on selling prices for our products,
which can vary significantly from period to period. Cash and marketable investments totaled $10.98 billion as of
September 1, 2022, and $10.40 billion as of September 2, 2021. Our cash and investments consist primarily of bankdeposits, money market funds, and liquid investment-grade, fixed-income securities, which are diversified amongindustries and individual issuers. To mitigate credit risk, we invest through high-credit-quality financial institutions
and by policy generally limit the concentration of credit exposure by restricting the amount of investments with any
single obligor. As of September 1, 2022, $3.79 billion of our cash and marketable investments was held by ourforeign subsidiaries.
We are continuously evaluating alternatives for efficiently funding our capital expenditures and ongoing operations.
We expect, from time to time, to engage in a variety of financing transactions for such purposes, including theissuance of securities. As of September 1, 2022, $2.50 billion was available to draw under our Revolving Credit
Facility. Funding of certain significant capital projects is also dependent on the receipt of government incentives,
which are subject to conditions and may not be obtained.
To develop new product and process technology, support future growth, achieve operating efficiencies, and maintainproduct quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We
estimate capital expenditures in 2023 for property, plant, and equipment, net of partner contributions, to be around$8 billion. Actual amounts for 2023 will vary depending on market conditions. As of September 1, 2022, we hadpurchase obligations of approximately $4.04 billion for the acquisition of property, plant, and equipment, of whichapproximately $2.97 billion is expected to be paid within one year. For a description of other contractual obligations,such as debt, leases, and purchase obligations, see “Item 8. Financial Statements and Supplementary Data – Notes
to Consolidated Financial Statements – Debt,” “ – Leases,” and “ – Commitments.”

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To support expected memory demand in the second half of the decade, we will need to add new DRAM wafer
capacity. Following the enactment of the CHIPS Act in 2022, we announced plans to invest in two leading-edge
memory manufacturing fabs in the United States, contingent on CHIPS Act support through grants and investment
tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab
in Boise, Idaho. Construction of the fab is expected to begin in calendar 2023 with DRAM production targeted tostart in calendar 2025. In addition, in October 2022, we announced plans to build a second leading-edge DRAM
manufacturing fab in Clay, New York. We plan to start site preparation work in calendar 2023 and expect
construction to begin in calendar 2024, with production anticipated to ramp in the latter half of the decade. We
expect these new fabs to fulfill our requirements for additional wafer capacity starting in the second half of thedecade and beyond, in line with industry demand trends.
On November 1, 2021, we issued $1 billion in aggregate principal amount of unsecured 2032 Green Bonds. Overtime, we plan to allocate an amount equal to the net proceeds to fund eligible sustainability-focused projects
involving renewable energy, green buildings, energy efficiency, water management, waste abatement, and a circular
economy.
Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common
stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us
to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use ofavailable cash. Through September 1, 2022, we have repurchased an aggregate of $6.47 billion of the authorizedamount. See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements– Equity.”
On September 29, 2022, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cashon October 26, 2022, to shareholders of record as of the close of business on October 11, 2022. The declarationand payment of any future cash dividends are at the discretion and subject to the approval of our Board of Directors.
Our Board of Directors' decisions regarding the amount and payment of dividends will depend on many factors,
including, but not limited to, our financial condition, results of operations, capital requirements, business conditions,debt service obligations, contractual restrictions, industry practice, legal requirements, regulatory constraints, andother factors that our Board of Directors may deem relevant.
We expect that our cash and investments, cash flows from operations, and available financing will be sufficient tomeet our requirements at least through the next 12 months and thereafter for the foreseeable future.

Cash Flows
For the year ended
Net cash provided by operating activities
Net cash provided by (used for) investing activities
Net cash provided by (used for) financing activities
Effect of changes in currency exchange rates on cash, cash equivalents, andrestricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash

2022
$

$

2021

2020

15,181 $(11,585)(2,980)12,468 $(10,589)(1,781)

8,306(7,589)
(317)

(106)
510 $

41
139 $

11
411

Operating Activities: Cash provided by operating activities reflects net income adjusted for certain non-cash items,
including depreciation expense, amortization of intangible assets, asset impairments, and stock-based
compensation, and the effects of changes in operating assets and liabilities. The increase in cash provided byoperating activities for 2022 as compared to 2021 was primarily due to higher net income adjusted for non-cash
items and the effect of lower receivables, partially offset by an increase in inventories.
The increase in cash provided by operating activities for 2021 as compared to 2020 was primarily due to higher net
income adjusted for non-cash items and the effect of lower inventories, partially offset by an increase in receivables
due to a higher level of sales.

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Investing Activities: For 2022, net cash used for investing activities consisted primarily of $12.07 billion of
expenditures for property, plant, and equipment; inflows of $115 million of partner contributions for capital
expenditures; $888 million of net inflows from the sale of the Lehi, Utah fab; and $155 million of net outflows frompurchases, sales, and maturities of available-for-sale securities.
For 2021, net cash used for investing activities consisted primarily of $10.03 billion of expenditures for property,
plant, and equipment, partially offset by inflows of $502 million of partner contributions for capital expenditures, and$1.06 billion of net outflows from purchases, sales, and maturities of available-for-sale securities.
For 2020, net cash used for investing activities consisted primarily of $8.22 billion of expenditures for property, plant,
and equipment, partially offset by inflows of $272 million of partner contributions for capital expenditures, and $415
million of net inflows from purchases, sales, and maturities of available-for-sale securities.
Financing Activities: For 2022, net cash used for financing activities included $2.43 billion for the acquisition of 35.4
million shares of our common stock under our share repurchase authorization, $2.03 billion of repayments of debt
primarily to redeem the 2023 Notes and 2024 Notes, $461 million of cash payments of dividends to shareholders,
and $141 million of payments on equipment purchase contracts. Cash used for financing activities was partially
offset by aggregate proceeds of $2.00 billion from the issuance of the unsecured 2032 Green Bonds, 2041 Notes,
and 2051 Notes.
For 2021, net cash used for financing activities consisted primarily of $1.20 billion for the acquisition of 15.6 million
shares of our common stock under our share repurchase authorization, $295 million of payments on equipment
purchase contracts, $185 million of cash payments to settle conversions of our 2032D Notes, and $147 million of
repayments of finance leases and other debt. In addition, we received proceeds of $1.19 billion under an unsecured2024 Term Loan A and used the proceeds to repay the $1.19 billion Extinguished 2024 Term Loan A.
For 2020, net cash used for financing activities consisted primarily of $4.37 billion of cash payments to reduce ourdebt, including $2.50 billion to pay down borrowings under our Revolving Credit Facility, $621 million for repaymentsof IMFT’s debt obligations to Intel, $534 million to prepay our 2025 Notes, $266 million to settle conversions ofnotes, and $248 million for scheduled repayment of finance leases; $744 million for the acquisition of Intel’s
noncontrolling interest in IMFT; and $176 million for the acquisition of 3.6 million shares of our common stock under
our share repurchase authorization. Cash used for financing activities was partially offset by proceeds of $2.50
billion from our Revolving Credit Facility, $1.25 billion from the 2023 Notes, and $1.25 billion from the Extinguished2024 Term Loan A.
See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.”

Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, andrelated 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 vary
under different assumptions or conditions and involve a significant level of uncertainty. We evaluate our estimatesand judgments on an ongoing basis. Our management believes the accounting policies below are critical in the
portrayal of our financial condition and results of operations and require management’s most difficult, subjective, orcomplex judgments.
Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment isnecessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is madewhen it is probable that a liability has been incurred or an asset has been impaired, and the amount of loss can bereasonably estimated. In accounting for the resolution of contingencies, significant judgment may be necessary toestimate amounts pertaining to periods prior to the resolution that are charged to operations in the period ofresolution and amounts related to future periods.

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Goodwill: We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an
impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill
is less than its carrying value. For reporting units for which this assessment concludes that it is more likely than notthat the fair value is more than its carrying value, goodwill is considered not impaired, and we are not required toperform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market
considerations, overall financial performance, and other relevant events and factors affecting the fair value of thereporting unit. For reporting units for which this assessment concludes that it is more likely than not that the fairvalue is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting
unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of thereporting unit exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting
unit exceeds its fair value, we would record an impairment loss up to the difference between the carrying value andimplied fair value. Our qualitative assessment for the current year indicated that the fair value for all of our reporting
units substantially exceeded their carrying value and that a quantitative assessment was unnecessary.
Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and thefair value of the reporting unit requires significant judgment and involves the use of significant estimates andassumptions. These estimates and assumptions include revenue growth rates, forecasted manufacturing costs, andother expenses and are developed as part of our long-range planning process. The same estimates are used inbusiness planning, forecasting, and capital budgeting as part of our long-term manufacturing capacity analysis. We
test the reasonableness of the output of our long-range planning process by calculating an implied value per shareand comparing that to current stock prices, analysts’ consensus pricing, and management’s expectations. Theseestimates and assumptions are used to calculate projected future cash flows for the reporting unit, which arediscounted using a risk-adjusted rate to estimate a fair value. The discount rate requires determination of
appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable butthat are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
Income taxes: We are required to estimate our provision for income taxes and amounts ultimately payable orrecoverable in numerous tax jurisdictions around the world. These estimates involve significant judgment andinterpretations of regulations and are inherently complex. Resolution of income tax treatments in individual
jurisdictions may not be known for many years after completion of the applicable year. We are also required toevaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which
requires the assessment of our performance and other relevant factors. Realization of deferred tax assets isdependent on our ability to generate future taxable income. Our income tax provision or benefit is dependent, inpart, on our ability to forecast future taxable income in Japan, the United States, Malaysia, and other jurisdictions.
Such forecasts are inherently difficult and involve significant judgments including, among others, projecting future
average selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and otherfactors that significantly impact our analyses of the amount of net deferred tax assets that are more likely than not tobe realized.
Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on a
FIFO basis. Effective as of the beginning of the second quarter of 2021, we changed our method of inventory
costing from average cost to FIFO. Cost includes depreciation, labor, material, and overhead costs, including
product and process technology costs. Determining net realizable value of inventories involves significant
judgments, including projecting future average selling prices and future sales volumes. To project average selling
prices and sales volumes, we review recent sales volumes, existing customer orders, current contract prices,
industry analyses of supply and demand, seasonal factors, general economic trends, and other information. Actual
selling prices and volumes may vary significantly from projected prices and volumes due to the volatile nature of thesemiconductor memory and storage markets. When these analyses reflect estimated net realizable values below
our manufacturing costs, we record a charge to cost of goods sold in advance of when inventories are actually sold.
As a result, the timing of when product costs are charged to costs of goods sold can vary significantly. Differences inforecasted average selling prices used in calculating lower of cost or net realizable value adjustments can result insignificant changes in the estimated net realizable value of product inventories and accordingly the amount of writedown recorded. For example, a 5% variance in the estimated selling prices would have changed the estimated net
realizable value of our inventory by approximately $337 million as of September 1, 2022. Due to the volatile natureof the semiconductor memory and storage markets, actual selling prices and volumes often vary significantly fromprojected prices and volumes; as a result, the timing of when product costs are charged to operations can varysignificantly.

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U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizablevalues. The amount of any inventory write-down can vary significantly depending on the determination of inventory
categories. We review the major characteristics of product type and markets in determining the unit of account for
which we perform the lower of average cost or net realizable value analysis and categorize all inventories (including
DRAM, NAND, and other memory) as a single group.
Property, plant, and equipment: We periodically assess the estimated useful lives of our property, plant, andequipment based on technology node transitions, capital spending, and equipment re-use rates. We also review thecarrying value of property, plant, and equipment for impairment when events and circumstances indicate that thecarrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected
to result from its use and/or disposition. In cases where undiscounted expected future cash flows are less than the
carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds theestimated fair value of the assets. The estimate of future cash flows involves numerous assumptions which requiresignificant judgment by us, including, but not limited to, future use of the assets for our operations versus sale ordisposal of the assets, future selling prices for our products, and future production and sales volumes. In addition,
significant judgment is required in determining the groups of assets for which impairment tests are separately
performed.
Revenue recognition: Revenue is primarily recognized at a point in time when control of the promised goods istransferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange forthose goods. Contracts with our customers are generally short-term in duration at fixed, negotiated prices withpayment generally due shortly after delivery. 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 ofvariable consideration that decreases the transaction price. We use the expected value method, based on historicalprice 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.

Recently Adopted Accounting Standards
No material items.

Recently Issued Accounting Standards
No material items.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInterest Rate Risk
We are exposed to interest rate risk related to our indebtedness and our investment portfolio. As of September 1,
2022 and September 2, 2021, we had fixed-rate debt with an aggregate carrying value of $4.03 billion and $3.89
billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates. In
2022, we issued new debt and repaid other debt, which significantly increased the average remaining maturity of
our fixed-rate debt resulting in increased variability of its fair value from interest rate changes. We estimate that, asof September 1, 2022 and September 2, 2021, a hypothetical 1% decrease in market interest rates would increase
the fair value of our fixed-rate debt by approximately $275 million and $200 million, respectively.
Interest rate risk related to our investment portfolio is managed by primarily investing in shorter term securities. As
of September 1, 2022, a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio byapproximately $30 million. Such impact would only be realized if investments were sold prior to maturity.
As of September 1, 2022 and September 2, 2021, we had floating-rate debt and fixed-rate debt that is swapped tofloating-rate debt with an aggregate principal amount of $2.09 billion. A hypothetical 1% increase in the interest
rates of this floating-rate debt would result in an increase in annual interest expense of approximately $21 million as
of September 1, 2022 and September 2, 2021.

Foreign Currency Exchange Rate Risk
The information in this section should be read in conjunction with the information related to changes in the currency
exchange rates in “Part I – Item 1A. Risk Factors.” Changes in currency exchange rates could materially adversely
affect our results of operations or financial condition.
The functional currency for all of our operations is the U.S. dollar. The substantial majority of our sales aretransacted in the U.S. dollar; however, significant amounts of our operating expenditures and capital purchases, andcertain assets and liabilities, are incurred in or exposed to other currencies, primarily the euro, Malaysian ringgit,
New Taiwan dollar, Singapore dollar, and yen. We have established currency risk management programs for ourmonetary assets and liabilities denominated in foreign currencies to hedge against fluctuations in the fair value andvolatility of future cash flows caused by changes in currency exchange rates. We generally utilize currency forward
contracts in these hedging programs, which reduce, but do not always entirely eliminate, the impact of currency
exchange rate movements. We do not use derivative financial instruments for trading or speculative purposes.
Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a hypothetical 10%
adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $186 million as of
September 1, 2022 and $122 million as of September 2, 2021. We hedge our exposure to changes in currency
exchange rates by utilizing a rolling hedge strategy for our primary currency exposures with currency forward
contracts that generally mature within three months. The effectiveness of our hedges is dependent, among otherfactors, upon our ability to accurately measure exposures on a timely basis. To hedge the exposure of changes incash flows from changes in currency exchange rates for certain capital expenditures and manufacturing costs, we
may utilize currency forward contracts that generally mature within two years. See “Item 8. Financial Statements
and Supplementary Data – Notes to Consolidated Financial Statements – Derivative Instruments.”

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements
Consolidated Statements of Operations

54

Consolidated Statements of Comprehensive Income

55

Consolidated Balance Sheets

56

Consolidated Statements of Changes in Equity

57

Consolidated Statements of Cash Flows58

Notes to Consolidated Financial Statements

59

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

88

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Micron Technology, Inc.
Consolidated Statements of Operations(In millions, except per share amounts)
September 1,
2022

For the year ended
Revenue
Cost of goods sold
Gross margin$

September 2,
2021

September 3,
2020

30,758 $16,86013,89827,705 $17,282
10,423

21,435
14,883
6,552

Research and development
Selling, general, and administrative
Restructure and asset impairments
Other operating (income) expense, net
Operating income

3,116
1,066
48
(34)
9,702

2,663
894
488
95
6,283

2,600
881
60
8
3,003

Interest income
Interest expense
Other non-operating income (expense), net

96
(189)
(38)
9,571

37
(183)
81
6,218

114
(194)
60
2,983

Income tax (provision) benefit
Equity in net income (loss) of equity method investees
Net income

(888)
4
8,687

(394)
37
5,861

(280)
7
2,710

—
8,687 $—
5,861 $

(23)
2,687

7.81 $
7.75

5.23 $
5.14

2.42
2.37

1,112
1,122

1,120
1,141

1,110
1,131

Net income attributable to noncontrolling interests
Net income attributable to Micron
Earnings per share
Basic
Diluted$$Number of shares used in per share calculations
Basic
DilutedSee accompanying notes to consolidated financial statements.

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Micron Technology, Inc.
Consolidated Statements of Comprehensive Income(In millions)
For the year ended

September 1,
2022

Net income$

8,687 $

5,861 $

2,710

$

(516)
(48)
(1)
3
(562)
8,125
—
8,125 $

(67)
(7)
2
3
(69)
5,792
—
5,792 $

46
1
—
15
62
2,772
(23)
2,749

Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments
Gains (losses) on investments
Foreign currency translation adjustments
Pension liability adjustments
Other comprehensive income (loss)
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Micron

September 2,
2021

See accompanying notes to consolidated financial statements.

55 | 2022 10-K

September 3,
2020

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Micron Technology, Inc.
Consolidated Balance Sheets(In millions, except par value amounts)
September 1,
2022

As of
AssetsCash and equivalents
Short-term investments
Receivables
Inventories
Assets held for sale
Other current assets
Total current assets
Long-term marketable investments
Property, plant, and equipment
Operating lease right-of-use assets
Intangible assets
Deferred tax assets
Goodwill
Other noncurrent assets
Total assets
Liabilities and equity
Accounts payable and accrued expenses
Current debt
Other current liabilities
Total current liabilities
Long-term debt
Noncurrent operating lease liabilities
Noncurrent unearned government incentives
Other noncurrent liabilities
Total liabilities

$

$

$

September 2,
2021

8,262 $
1,069
5,130
6,663
13
644
21,781
1,647
38,549
678
421
702
1,228
1,277
66,283 $

7,763
870
5,311
4,487
974
502
19,907
1,765
33,213
551
349
782
1,228
1,054
58,8496,090 $
103
1,346
7,539
6,803
610
589
835
16,376

5,325
155
944
6,424
6,621
504
808
559
14,916123
10,19747,274(7,127)(560)
49,90766,283 $122
9,453
39,051(4,695)2
43,93358,849Commitments and contingencies
Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,226 shares issued and 1,094
outstanding (1,216 shares issued and 1,119 outstanding as of September 2, 2021)
Additional capital
Retained earnings
Treasury stock, 132 shares held (97 shares as of September 2, 2021)
Accumulated other comprehensive income (loss)
Total equity
Total liabilities and equity$

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)
Micron Shareholders
Common Stock
Accumulated
Number
Other
Total Micron Noncontrollingof
Additional Retained Treasury Comprehensive Shareholders’ Interests in
Total
Shares Amount Capital Earnings Stock
Income (Loss)
EquitySubsidiaries Equity
Balance at August 29, 2019
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Settlement of capped calls
Acquisitions of noncontrolling interest
Cash settlement of convertible notes
Balance at September 3, 2020
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Stock issued for convertible notes
Cash settlement of convertible notes
Dividends and dividend equivalents
declared ($0.10 per share)
Balance at September 2, 2021
Net income
Other comprehensive income (loss), net
Stock issued under stock plans
Stock-based compensation expense
Repurchase of stock - repurchase program
Repurchase of stock - withholdings on
employee equity awards
Dividends and dividend equivalents
declared ($0.315 per share)
Balance at September 1, 2022

1,182 $
—
—
14
—
—

118 $
—
—
1
—
—

8,214 $ 30,761 $ (3,221) $
—
2,687
—
—
—
—
224
—
—
328
—
—
—
—
(176)

9 $
—
62
—
—
—

35,881 $
2,687
62
225
328
(176)

889 $36,770
15 2,702
—
62
—
225
—
328
—
(176)

(2)
—
—
—
1,194 $
—
—
13
—
—

—
—
—
—
119 $
—
—
2
—
—

(11)
(64)
—
98
—
(98)
120
—
—
(56)
—
—
8,917 $ 33,384 $ (3,495) $
—
5,861
—
—
—
—
223
—
—
378
—
—
—
— (1,200)

—
—
—
—
71 $
—
(69)
—
—
—

(75)
—
120
(56)
38,996 $
5,861
(69)
225
378
(1,200)—(75)——(904) (784)—(56)— $38,996— 5,861
—
(69)
—
225
—
378
— (1,200)

(2)
11
—

—
1
—

—
—
—

(94)
—
(52)

—
1,216 $
—
—
12
—
—

—
122 $
—
—
1
—
—

—
2 $
—
(562)
—
—
—

(112)
43,933 $
8,687
(562)
245
514
(2,432)

(2)

—

—

(126)

—
(560) $

(352)
49,907 $—
1,226 $

(12)
(1)
(52)

(82)
—
—

—
—

—
(112)
—
9,453 $ 39,051 $ (4,695) $
—
8,687
—
—
—
—
244
—
—
514
—
—
—
— (2,432)
(14)

(112)

—

—
—
(352)
—
123 $ 10,197 $ 47,274 $ (7,127) $See accompanying notes to consolidated financial statements.

57 | 2022 10-K

—
—

(94)
—
(52)

—
(112)
— $43,933— 8,687
—
(562)
—
245
—
514
— (2,432)
—

(126)

—
(352)
— $49,907

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Micron Technology, Inc.
Consolidated Statements of Cash Flows(In millions)
September 1,
2022

For the year ended
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets
Stock-based compensation(Gain) loss on debt repurchases and conversions
Restructure and asset impairments
Change in operating assets and liabilities:
Receivables
Inventories
Accounts payable and accrued expenses
Other
Net cash provided by operating activities

September 3,
2020

8,687 $

5,861 $

2,710

7,116
514
83
44

6,214
378
1
454

5,650
328
(40)
40

190
(2,179)744(18)
15,181(1,446)
866
210
(70)
12,468

(723)
(435)
725
51
8,306

Cash flows from investing activities
Expenditures for property, plant, and equipment
Purchases of available-for-sale securities
Proceeds from maturities of available-for-sale securities
Proceeds from sale of Lehi, Utah fab
Proceeds from sales of available-for-sale securities
Proceeds from government incentives
Other
Net cash provided by (used for) investing activities(12,067)(1,770)
1,321
888
294
115
(366)
(11,585)(10,030)(3,163)
1,250
—
856
495
3
(10,589)(8,223)(1,857)
814
—
1,458
262
(43)
(7,589)Cash flows from financing activities
Repurchases of common stock - repurchase program
Repayments of debt
Payments of dividends to shareholders
Payments on equipment purchase contracts
Repurchases of common stock - withholdings on employee equity awards
Acquisition of noncontrolling interest in IMFT
Proceeds from issuance of debt
Other
Net cash provided by (used for) financing activities(2,432)(2,032)
(461)
(141)
(125)
—
2,000
211
(2,980)(1,200)(1,520)
—
(295)
(94)
—
1,188
140
(1,781)(176)(4,366)
—
(63)
(75)
(744)
5,000
107
(317)

Effect of changes in currency exchange rates on cash, cash equivalents, andrestricted cash

(106)

41

11

Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period

510
7,829
8,339 $

139
7,690
7,829 $

411
7,279
7,690

(493) $
(154)
157(361) $
(171)
289

(167)
(165)
171

Supplemental disclosures
Income taxes paid, net
Interest paid, net of amounts capitalized
Noncash equipment acquisitions on contracts payable$

September 2,
2021

$

$

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)

Significant Accounting Policies
Basis of Presentation
We are an industry leader in innovative memory and storage solutions transforming how the world uses information
to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing andoperational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory andstorage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuelthe data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — fromthe data center to the intelligent edge and across the client and mobile user experience.
The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and ourconsolidated 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. See“Inventories” below for changes to our significant accounting policies, and the “Inventories” note for additional
information.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2022 and 2021
each contained 52 weeks and fiscal 2020 contained 53 weeks. Our fourth quarter of fiscal 2020 contained 14 weeks
and all other fiscal quarters in the years presented contained 13 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) ourmonetary assets and liabilities denominated in currencies other than the U.S. dollar and (2) 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 and to minimize certain exposures to changes
in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates. 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 orlosses from changes in fair values are recognized in other non-operating income (expense). For derivative
instruments designated as cash flow hedges, gains or losses are included as a component of accumulated othercomprehensive income and reclassified into earnings in the same line items and in the same periods in which theunderlying transactions affect earnings. For derivative instruments designated as cash flow hedges, time value is
excluded from the assessment of effectiveness and the gains and losses attributable to time value are recognized inearnings. 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 inearnings.
We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedgetransactions. These master netting arrangements allow us and our counterparties to net settle amounts owed toeach other. Derivative assets and liabilities that can be net settled with each counterparty have been presented inour consolidated balance sheet on a net basis.

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Financial Instruments
Cash equivalents include highly liquid short-term investments with original maturities to us of three months or lessthat 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.

Government Incentives
We receive incentives from governmental entities related to expenses, assets, and other activities. Our government
incentives 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 recorded in
the financial statements in accordance with their purpose: as a reduction of expenses, a reduction of asset costs, orother income. Incentives related to specific operating activities are offset against the related expense in the period
the expense is incurred. Incentives related to the acquisition or construction of fixed assets are recognized as a
reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of theassets. Other incentives are recognized as other operating income. Government incentives received prior to being
earned are recognized in current or noncurrent deferred income or restricted cash, 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 from incentives related to the acquisition of property, plant, and equipment is included as an investing
activity.

Inventories
Effective as of the beginning of the second quarter of 2021, we changed the method of inventory costing fromaverage cost to FIFO. The difference between average cost and FIFO was not material to any previously reported
financial statements. Therefore, we have recognized the cumulative effect of the change as a reduction of
inventories and a charge to cost of goods sold of $133 million as of the beginning of the second quarter of 2021.
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. Whennet realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete
products in work in process inventories) is below cost, we record 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 lowerof cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory)
as a single group. We remove amounts from inventory and charge such amounts to cost of goods sold on a FIFO
basis.

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LeasesWe 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.

Product and Process Technology
Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) maintain patenttechnology, are capitalized and amortized on a straight-line basis over periods ranging up to 12.5 years. We
capitalize a portion of costs incurred to patent technology based on historical data of patents issued as a percent ofpatents we file. Product and process technology costs are amortized over the shorter of (1) the estimated useful lifeof the technology, (2) the patent term, or (3) the term of the technology agreement. Fully-amortized assets are
removed from product and process technology and accumulated amortization.

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 astated warranty period is usually limited to repair or replacement of defective items or return of, or a credit withrespect 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 estimateduseful lives of generally 10 to 30 years for buildings, 5 to 7 years for 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. 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. Amounts from cost-sharing arrangements are reflected as a reduction of R&D expense.

Revenue Recognition
Revenue is primarily recognized at a point in time when control of the promised goods is transferred to ourcustomers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.
Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally
due shortly after delivery. We estimate a liability for returns using the expected value method based on historicalreturns. In addition, we generally offer price protection to our distributors, which is a form of variable considerationthat decreases the transaction price. We use the expected value method, based on historical price adjustments andcurrent 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.

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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 ofshares under our ESPP.

Treasury Stock
Treasury stock is carried at cost. When we retire our treasury stock, any excess of the repurchase price paid overpar 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 affectthe 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 bereasonable under the circumstances. Estimates and judgments may differ under different assumptions orconditions. We evaluate our estimates and judgments on an ongoing basis. Actual results could differ fromestimates.

Lehi, Utah Fab and 3D XPoint
In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory andstorage innovations for the data center market. In connection therewith, we determined that there was insufficient
market validation to justify the ongoing investments required to commercialize 3D XPoint at scale. Accordingly, weceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of ourfacility located in Lehi, Utah that was dedicated to 3D XPoint production. As a result, we classified the property,
plant, and equipment as held for sale as of the second quarter of 2021 and ceased depreciating the assets. On
June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI and closed the sale on October22, 2021.
In the first quarter of 2022, we received $893 million from TI for the sale of the Lehi facility and disposed of$918 million of net assets, consisting primarily of property, plant, and equipment of $921 million; $55 million of otherassets, consisting primarily of a receivable for reimbursement of property taxes, equipment spare parts, and raw
materials; and $58 million of liabilities, consisting primarily of a finance lease obligation. As a result of the dispositionof the Lehi facility and other related adjustments, we recognized a loss of $23 million included in restructure andasset impairments in the first quarter of 2022.
In 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection withthe definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write
down the assets held for sale to the expected consideration, net of estimated selling costs. The impairment charge
was based on Level 3 inputs including expected consideration and the composition of assets included in the sale,
which were derived from the agreement with TI. We also recognized a charge of $49 million to cost of goods sold in
2021 to write down 3D XPoint inventory due to our decision to cease further development of this technology. Our 3D
XPoint technology development and Lehi facility operations were primarily included in our CNBU segment results.

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As of September 2, 2021, the significant balances of assets held for sale in connection with our Lehi facility were as
follows:
September 2,
As of
2021
Property, plant, and equipment
Other current assets
Impairment
Lehi assets held for sale

$

$

1,334
50
(435)
949

As of September 2, 2021, we also had a $50 million finance lease obligation included in the current portion of longterm debt and $11 million of other liabilities that were subsequently transferred with the sale. As of September 2,
2021, the carrying value of the Lehi assets held for sale approximated the expected cash consideration, net of
estimated selling expenses.

Variable Interest Entities
We have interests in entities that are variable interest entities (“VIEs”). If we are the primary beneficiary of a VIE, we
are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have thepower to direct the activities that most significantly impact the VIE’s economic performance and the obligation toabsorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Ourevaluation includes identification of significant activities and an assessment of our ability to direct those activities
based on governance provisions and arrangements to provide or receive product and process technology, productsupply, operations services, equity funding, financing, and other applicable agreements and circumstances. Ourassessments of whether we are the primary beneficiary of our VIEs require significant assumptions and judgments.
Through the first quarter of 2020, IMFT, which operated a facility in Lehi, Utah, was a VIE because all of its costs
were passed to us and its other member, Intel, through product purchase agreements and because IMFT was
dependent upon us or Intel for additional cash requirements. The primary activities of IMFT were driven by theconstant introduction of product and process technology. Because we performed a significant majority of thetechnology development, we had the power to direct its key activities. We consolidated IMFT due to this power andour obligation to absorb losses and the right to receive benefits from IMFT that could have been potentiallysignificant to it.
In the first quarter of 2020, we paid $1.25 billion to acquire Intel’s noncontrolling interest in IMFT and settle IMFT’s
debt obligations to Intel, at which time IMFT became a wholly-owned subsidiary. In connection therewith, we
recognized a $160 million adjustment to equity for the difference between the $744 million of cash consideration
allocated to Intel’s noncontrolling interest and its $904 million carrying value.
IMFT manufactured semiconductor products exclusively for its members under a long-term supply agreement at
prices approximating cost. In 2020, IMFT manufactured 3D XPoint memory and its sales to Intel were $158 million
through the date of our purchase of Intel’s noncontrolling interest.

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Cash and Investments
All of our marketable debt investments were classified as available-for-sale as of the dates noted below. Cash andequivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as
follows:
2022
As of

2021

Long-term
Cash and Short-termMarketable
Equivalents Investments Investments(1)

Cash
$
(2)
Level 1
Money market funds
Level 2(3)Certificates of deposits
Corporate bonds
Asset-backed securities
Government securities
Commercial paper

Total
Fair
Value

Long-term
Cash and Short-term Marketable
Equivalents Investments Investments(1)6,055 $

— $— $ 6,055 $

1,196

—

—

976
—
—
2
33
8,262 $
77

50
759
20
155
85
1,069 $

1,196

—
1,026
995
1,754
608
628
44
201
—
118
1,647 $ 10,978

Total
Fair
Value

5,796 $

— $— $ 5,796

38

—

—

1,907
9
8
1
4
7,763 $
66

69
429
95
190
87
870 $

38

—
1,976
1,134
1,572
509
612
122
313
—
91
1,765 $ 10,398

Restricted cash(4)Cash, cash equivalents,
$
8,339
$
7,829
and restricted cash
(1)
The maturities of long-term marketable securities primarily range from one to four years.
(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 byobservable 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 1, 2022 or
September 2, 2021.
(4)
Restricted cash is included in other current assets and other noncurrent assets and primarily relates to certain
government incentives received prior to being earned and for which restrictions lapse upon achieving certain
performance conditions.
Gross realized gains and losses from sales of available-for-sale securities were not significant for any period
presented.

Non-marketable Equity Investments
In addition to the amounts included in the table above, we had $222 million and $153 million of non-marketable
equity investments without a readily determinable fair value that were included in other noncurrent assets as of
September 1, 2022 and September 2, 2021, respectively. We recognized net gains in other non-operating incomeon these non-marketable investments of $36 million and $70 million for 2022 and 2021, respectively. These gains
primarily resulted from adjustments of these investments to the value indicated by transactions in the same orsimilar investments.

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Receivables
As of
Trade receivables
Income and other taxes
Other

2022
$

$

4,765 $
251
114
5,130 $

2021
4,920
264
127
5,311

Inventories
As ofFinished goods
Work in process
Raw materials and supplies

2022
$

$

1,028 $
4,830
805
6,663 $

2021
513
3,469
505
4,487

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing fromaverage cost to FIFO. This change in accounting principle is preferable because in an environment with
continuously changing production costs FIFO more closely matches the actual cost of goods sold with the revenues
from sales of those specific units, better represents the actual cost of inventories remaining on hand at any periodend, and improves comparability with our semiconductor industry peers. The change to FIFO was not material toany prior periods, nor was the cumulative effect of $133 million material to the second quarter of 2021. As such,prior periods were not retrospectively adjusted, and the cumulative effect was reported as an increase to cost of
goods sold for the second quarter of 2021 of $133 million, with an offsetting reduction to beginning inventories. Thischarge resulted in a corresponding reduction to operating income, a $128 million reduction to net income, and an$0.11 reduction to diluted earnings per share for both the second quarter and the year ended 2021.

Property, Plant, and Equipment
As of
Land
Buildings
Equipment(1)Construction in progress(2)Software2022$

Accumulated depreciation$

280 $16,676
61,354
1,897
1,124
81,331(42,782)
38,549 $2021
280
14,77651,902
1,517
987
69,462(36,249)
33,213(1)

Includes costs related to equipment not placed into service of $3.35 billion as of September 1, 2022 and$1.99 billion as of September 2, 2021.
(2)
Includes building-related construction, tool installation, and software costs for assets not placed into service.
Depreciation expense was $7.03 billion, $6.13 billion, and $5.57 billion for 2022, 2021, and 2020, respectively.
Interest capitalized as part of the cost of property, plant, and equipment was $77 million, $66 million, and $77 million
for 2022, 2021, and 2020, respectively.

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Intangible Assets and Goodwill
Gross
Amount

As of
Product and process technology
Goodwill$

2022
Accumulated
Amortization

742 $
1,228

(321) $

Gross
Amount2021
Accumulated
Amortization

633 $
1,228

(284)

In 2022, 2021, and 2020, we capitalized $158 million, $106 million, and $73 million, respectively, for product andprocess technology with weighted-average useful lives of 9 years, 9 years, and 10 years, respectively. Amortization
expense was $85 million, $82 million, and $78 million for 2022, 2021, and 2020, respectively. Expected amortization
expense is $83 million for 2023, $72 million for 2024, $52 million for 2025, $43 million for 2026, and $37 million for2027.

LeasesWe have finance and operating leases through which we obtain the right to use facilities, land, and equipment that
support our business operations. Our finance leases consist primarily of gas or other supply agreements that are
deemed to contain embedded leases. Our operating leases consist primarily of offices, laboratories, other facilities,
and land. Certain of our operating leases include one or more options to extend the lease term for periods from one
year to 10 years for real estate and one year to 30 years for land.
Certain supply or service agreements require us to exercise significant judgment to determine whether theagreement contains a lease. Our assessment includes determining whether we or the supplier control the assets
used to fulfill the agreements by identifying whether we or the supplier have the right to change the type, quantity,
timing, or location of the output of the assets. Our gas supply arrangements generally are deemed to contain alease because we have the right to substantially all of the output of the assets used to produce the supply and wehave the right to change the quantity and timing of the output of those assets. In determining the lease term, we
assess whether we are reasonably certain to exercise any options to renew or terminate a lease or to purchase theright-of-use asset. Measuring the present value of the initial lease liability requires judgment to determine thediscount rate, which we base on interest rates for borrowings with similar terms and collateral issued by entities withcredit ratings similar to ours.
The components of lease cost are presented below:
2022

For the year ended

2021

2020

Finance lease cost
Amortization of right-of-use asset$

Interest on lease liability
Operating lease cost

(1)

$
(1)

99 $

69 $

140

24

20

22

125

108

102

248 $

197 $

264

Operating lease cost includes short-term and variable lease expenses, which were not material for the periods
presented.

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Supplemental cash flow information related to leases was as follows:
For the year ended
Cash flows used for operating activities
Finance leases
Operating leases(1)Cash flows used for financing activities – Finance leases
Noncash acquisitions of right-of-use assets
Finance leases
Operating leases
(1)

2022
$

2021

2020

23 $
110
103

21 $
106
85

24
39
248

309
197

395
27

107
11

Includes $48 million of reimbursements received for tenant improvements for 2020.

Supplemental balance sheet information related to leases was as follows:
As ofFinance lease right-of-use assets (included in property, plant, and equipment and assets held for sale)
Current operating lease liabilities (included in accounts payable and accrued expenses)

2022$

Weighted-average remaining lease term (in years)
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases

2021

904
60

$

766
55

12
12

11
12

2.65 %
2.90 %

3.14 %
2.63 %

As of September 1, 2022, maturities of lease liabilities were as follows:
Finance
LeasesFor the year ending
2023
2024
2025
2026
2027
2028 and thereafterLess imputed interest

$

$

123 $
100
87
87
86
534
(131)
886 $

Operating
Leases
66
80
70
67
64
463
(140)
670

The table above excludes obligations for leases that have been executed but have not yet commenced. As of
September 1, 2022, excluded obligations consisted of $212 million of finance lease obligations over a weightedaverage period of 14 years for gas supply arrangements deemed to contain embedded leases. We will recognize
right-of-use assets and associated lease liabilities at the time such assets become available for our use.

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Accounts Payable and Accrued Expenses
As of

2022

Accounts payable
Property, plant, and equipment
Salaries, wages, and benefits
Income and other taxes
Other

$

$

2021

2,142 $
2,170
877
420
481
6,090 $

1,744
1,887
984
364
346
5,325

Debt
2022

As of

Net Carrying AmountStated Effective
LongRate
Rate Principal Current
Term
Total

2024 Term Loan A
2026 Notes
2027 Notes(1)2029 Notes
2030 Notes
2032 Green Bonds
2041 Notes
2051 Notes
Finance lease obligations
2023 Notes
2024 Notes

3.700 %
4.975 %
4.185 %
5.327 %
4.663 %
2.703 %
3.366 %
3.477 %
N/A
N/A
N/A

(1)

3.74 % $5.07 %
4.27 %
5.40 %
4.73 %
2.77 %
3.41 %
3.52 %
2.65 %
N/A
N/A$

1,188 $
500
900
700
850
1,000
500
500
886
—
—
7,024 $

— $
—
—
—
—
—
—
—
103
—
—
103 $

1,187 $
498
806
697
846
994
496
496
783
—
—
6,803 $

2021
Net Carrying Amount
LongPrincipal Current
Term
Total

1,187 $
498
806
697
846
994
496
496
886
—
—
6,906 $

1,188 $
500
900
700
850
—
—
—
804
1,250
600
6,792 $

— $
—
—
—
—
—
—
—
155
—
—
155 $

1,186 $
498
901
696
846
—
—
—
649
1,247
598
6,621 $

1,186
498
901
696
846
—
—
—
804
1,247
598
6,776

In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million
notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rateequal to SOFR plus approximately 3.33%. The fixed-to-floating interest rate swaps are accounted for as fair value
hedges, as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

As of September 1, 2022, all of our debt, other than our finance leases, are unsecured obligations that rank equallyin right of payment with all of our other existing and future unsecured indebtedness and are effectively subordinatedto all future secured indebtedness, to the extent of the value of the assets securing such indebtedness. As of
September 1, 2022, Micron had unsecured debt with a carrying value of $6.02 billion that was 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 andfuture unsecured indebtedness.

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Senior Unsecured Notes
On November 1, 2021, we issued $2.00 billion aggregate principal amount of unsecured 2032 Green Bonds, 2041
Notes, and 2051 Notes in a public offering. Issuance costs for these notes were $14 million. Over time, we plan toallocate an amount equal to the net proceeds of the 2032 Green Bonds to fund eligible sustainability-focused
projects involving renewable energy, green buildings, energy efficiency, water management, waste abatement, anda circular economy.
We may redeem our 2026 Notes, 2027 Notes, 2029 Notes, 2030 Notes, 2032 Green Bonds, 2041 Notes, and 2051
Notes (the “Senior Unsecured Notes”), in whole or in part, at our option prior to their respective maturity date at aredemption 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, in each case plus accrued interest. We may also
redeem any series of our Senior Unsecured Notes, in whole or in part, at a price equal to par between two and six
months prior to maturity in accordance with the respective terms of such series.
Each series of Senior Unsecured Notes contains 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 such notes)
to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions; and (3) consolidate with ormerge 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 indentures governing our senior unsecured notes, we will be required to offer topurchase such notes at 101% of the outstanding aggregate principal amount plus accrued interest up to thepurchase date.

Revolving Credit Facility
In 2021, we terminated our existing undrawn credit facility and entered into a new five-year unsecured Revolving
Credit Facility. Under the Revolving Credit Facility, we can draw up to $2.50 billion which would generally bearinterest at a rate equal to LIBOR plus 1.00% to 1.75%, depending on our corporate credit ratings. The credit facility
agreement provides for a transition to SOFR or other alternate benchmark rate upon the retirement of LIBOR in
2023. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts
borrowed may be prepaid without penalty. As of September 1, 2022, no amounts were outstanding under the
Revolving Credit Facility and $2.50 billion was available to us.
Under the terms of the Revolving Credit Facility, we must maintain a leverage ratio, calculated as of the last day ofeach fiscal quarter, of total indebtedness to adjusted EBITDA not to exceed 3.25 to 1.00. The Revolving Credit
Facility contains other covenants that, among other things, limit, in certain circumstances, our ability and/or theability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-backtransactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured
indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease,or otherwise dispose of all or substantially all of our assets, to another entity. These covenants are subject to anumber of limitations, exceptions, and qualifications.

2024 Term Loans
In 2021, we drew $1.19 billion under an unsecured 2024 Term Loan A and used the proceeds to repay the $1.19
billion Extinguished 2024 Term Loan A. The 2024 Term Loan A bears interest at a rate equal to LIBOR plus 0.625%
to 1.375% based on our current corporate credit ratings. The term loan agreement provides for a transition to SOFR
or other alternate benchmark rate upon the retirement of LIBOR in 2023. The principal amount is due October 2024
and may be prepaid without penalty. The 2024 Term Loan A contains the same leverage ratio and substantially thesame other covenants as the Revolving Credit Facility.

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Debt Activity
The table below presents the effects of issuances and prepayments of debt in 2022:
Increase
Increase(Decrease) in (Decrease) in
Principal
Carrying Value
Issuances2032 Green Bonds
2041 Notes
2051 Notes
Prepayments
2023 Notes
2024 Notes$$

Increase(Decrease) in
CashGain (Loss)

1,000 $
500
500

994 $
496
496

994 $
496
496

—
—
—

(1,250)
(600)
150 $

(1,247)
(598)
141 $

(1,281)
(647)
58 $

(34)
(49)
(83)

In 2021, substantially all holders of our 2032D Notes converted their notes. We settled these conversions and all
remaining 2032D Notes with $185 million in cash and 11.1 million shares of our stock, which approximated thecarrying value of debt and equity for those notes.
In 2020, we recognized aggregate non-operating gains of $40 million in connection with debt prepayments andconversions of $3.77 billion of principal amount of notes (carrying value of $3.90 billion) for an aggregate of$3.92 billion in cash.

Maturities of Notes Payable
As of September 1, 2022, maturities of notes payable by fiscal year were as follows:
2023
2024
2025
2026
2027
2028 and thereafter
Unamortized discounts
Hedge accounting fair value adjustment

$

$

—
—
1,188
500
900
3,550
(27)
(91)
6,020

Commitments
As of September 1, 2022, we had commitments of approximately $7.1 billion for purchase obligations, of whichapproximately $5.4 billion will be due within one year. Purchase obligations include payments for the acquisition ofproperty, plant, and equipment, and other goods or services of either a fixed or minimum quantity and exclude any
payments for leases that have been executed but have not yet commenced.

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Contingencies
We are currently a party to legal actions other than those described below arising from the normal course ofbusiness, 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.
On December 15, 2014, Innovative Memory Solutions, Inc. filed a patent infringement action against Micron in the
U.S. District Court for the District of Delaware. The complaint alleges that a variety of our NAND products infringe
eight U.S. patents and seeks damages, attorneys’ fees, and costs. Subsequently, six patents were invalidated orwithdrawn, leaving two asserted patents in the District Court.
On March 19, 2018, Micron Semiconductor (Xi’an) Co., Ltd. (“MXA”) was served with a patent infringement
complaint filed by Fujian Jinhua Integrated Circuit Co., Ltd. (“Jinhua”) in the Fuzhou Intermediate People’s Court inFujian Province, China (the “Fuzhou Court”). On April 3, 2018, Micron Semiconductor (Shanghai) Co. Ltd. (“MSS”)
was served with the same complaint. The complaint alleges that MXA and MSS infringed one Chinese patent by
manufacturing and selling certain Crucial DDR4 DRAM modules. The complaint seeks an order requiring MXA andMSS to destroy inventory of the accused products and equipment for manufacturing the accused products in China;
to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay damages of
98 million Chinese yuan plus court fees incurred.
On March 21, 2018, MXA was served with a patent infringement complaint filed by United Microelectronics
Corporation (“UMC”) in the Fuzhou Court. On April 3, 2018, MSS was served with the same complaint. The
complaint alleges that MXA and MSS infringed one Chinese patent by manufacturing and selling certain Crucial
DDR4 DRAM modules. The complaint seeks an order requiring MXA and MSS to destroy inventory of the accused
products and equipment for manufacturing the accused products in China; to stop manufacturing, using, selling, andoffering for sale the accused products in China; and to pay damages of 90 million Chinese yuan plus court fees
incurred. On November 26, 2021, pursuant to a settlement agreement between UMC and Micron, UMC filed an
application to the Fuzhou Court to withdraw its complaints against MXA and MSS.
On April 3, 2018, MSS was served with another patent infringement complaint filed by Jinhua and an additional
complaint filed by UMC in the Fuzhou Court. The additional complaints allege that MSS infringes two Chinese
patents by manufacturing and selling certain Crucial MX300 SSDs. The complaint filed by UMC seeks an order
requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products
in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay
damages of 90 million Chinese yuan plus court fees incurred. The complaint filed by Jinhua seeks an order
requiring MSS to destroy inventory of the accused products and equipment for manufacturing the accused products
in China; to stop manufacturing, using, selling, and offering for sale the accused products in China; and to pay
damages of 98 million Chinese yuan plus court fees incurred. On November 26, 2021, pursuant to a settlementagreement between UMC and Micron, UMC filed an application to the Fuzhou Court to withdraw its complaint
against MSS.
On July 5, 2018, MXA and MSS were notified that the Fuzhou Court granted a preliminary injunction against thoseentities that enjoins them from manufacturing, selling, or importing certain Crucial and Ballistix-branded DRAM
modules and solid-state drives in China. We are complying with the ruling and have requested the Fuzhou Court toreconsider or stay its decision.
On May 4, 2020, Flash-Control, LLC filed a patent infringement action against Micron in the U.S. District Court for
the Western District of Texas. The complaint alleges that four U.S. patents are infringed by unspecified DDR4
SDRAM, NVRDIMM, NVDIMM, 3D XPoint, and/or SSD products that incorporate memory controllers and flash
memory. The complaint seeks damages, attorneys’ fees, and costs. On July 21, 2020, in a separate matter, theDistrict Court ruled that two of the four asserted patents are invalid, and on July 14, 2021, the U.S. Court of Appeals
for the Federal Circuit affirmed the ruling of invalidity.

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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. The first complaint alleges that one U.S. patent is infringed by certain of our non-volatile dual inline memory modules. The second complaint alleges that three U.S. patents are infringed by certain of our loadreduced dual in-line memory modules (“LRDIMMs”). Each complaint seeks injunctive relief, damages, attorneys’
fees, and costs. On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron
Semiconductor Germany, GmbH in Dusseldorf Regional Court alleging that two German patents are infringed bycertain of our LRDIMMs. The complaint seeks damages and costs. On June 24, 2022, Netlist amended its
complaint to also seek injunctive relief. 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. The complaint seeks injunctive relief,damages, and attorneys’ fees. On August 1, 2022, Netlist filed a second patent infringement complaint against
Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. On
August 15, 2022, Netlist amended the second complaint to assert that two additional U.S. patents are infringed bycertain of our LRDIMMs. The second complaint in E.D. Tex. seeks injunctive relief, damages, and attorneys’ fees.
On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, MSP, and MTEC in the U.S.
District Court for the Western District of Texas. The complaint alleges that four U.S. patents are infringed by certain
SSD products. The complaint seeks injunctive relief, damages, attorneys’ fees, and costs.
On April 27, 2022, Bell Semiconductor, LLC (“Bell”) filed a patent infringement action against Micron in the U.S.
District Court for the District of Idaho. The complaint alleges that one U.S. patent is infringed by a certain SSD
controller. On April 28, 2022, Bell filed a complaint with the U.S. International Trade Commission (“ITC”) alleging
violations of Section 337 of the Tariff Act of 1930 based on alleged importation of articles and components that
infringe the same U.S. patent that Bell asserts in the complaint it filed in the District of Idaho. At Bell’s request, the
ITC investigation was terminated on August 30, 2022. On August 26, 2022, Bell filed a second patent infringement
complaint in the District of Idaho alleging that two U.S. patents are infringed by a certain SSD controller. On
September 30, 2022, Bell filed a complaint against Micron in the U.S. District Court for the District of Delaware
alleging that six U.S. patents are infringed by certain SSD, GDDR5, GDDR6, GDDR6X, and DDR3 SDRAM
products. On October 5, 2022, Bell filed a third complaint against Micron in the District of Idaho alleging that one
U.S. patent is infringed by Micron’s process for designing a NAND flash device included in certain Micron SSD
products. Each of Bell’s complaints in the District Courts seeks damages, injunctive relief, attorneys’ fees, andcosts. On October 6, 2022, Bell filed a complaint with the ITC alleging violations of Section 337 of the Tariff Act of1930 based on alleged importation of certain SSDs that infringe two U.S. patents also asserted by Bell in two of thelawsuits pending in the District of Idaho. The complaint requests institution of an investigation and, after theinvestigation, issuance of a limited exclusion order and cease and desist orders prohibiting Micron from importing,selling, offering for sale, or marketing the accused products in the United States.
On August 16, 2022, Sonrai Memory Ltd. filed a patent infringement action against Micron in the U.S. District Court
for the Western District of Texas. The complaint alleges that two U.S. patents are infringed by certain SSD and
NAND flash products. The complaint seeks damages, attorneys’ fees, and costs.
Among other things, the above lawsuits pertain to substantially all of our DRAM, NAND, and other memory andstorage products we manufacture, which account for substantially all of our revenue.

QimondaOn January 20, 2011, Dr. Michael Jaffé, administrator for Qimonda’s insolvency proceedings, filed suit against
Micron and Micron Semiconductor B.V. (“Micron B.V.”), in the District Court of Munich, Civil Chamber. The complaintseeks to void, under Section 133 of the German Insolvency Act, a share purchase agreement between Micron B.V.
and Qimonda signed in fall 2008, pursuant to which Micron B.V. purchased substantially all of Qimonda’s shares of
Inotera (the “Inotera Shares”), representing approximately 18% of Inotera’s outstanding shares at that time, andseeks an order requiring us to re-transfer those shares to the Qimonda estate. The complaint also seeks, among
other things, to recover damages for the alleged value of the joint venture relationship with Inotera and to terminate,under Sections 103 or 133 of the German Insolvency Code, a patent cross-license between us and Qimonda
entered into at the same time as the share purchase agreement.

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Following a series of hearings with pleadings, arguments, and witnesses on behalf of the Qimonda estate, on March
13, 2014, the court issued judgments: (1) ordering Micron B.V. to pay approximately $1 million in respect of certain
Inotera Shares sold in connection with the original share purchase; (2) ordering Micron B.V. to disclose certain
information with respect to any Inotera Shares sold by it to third parties; (3) ordering Micron B.V. to disclose thebenefits derived by it from ownership of the Inotera Shares, including in particular, any profits distributed on the
Inotera Shares and all other benefits; (4) denying Qimonda’s claims against Micron for any damages relating to thejoint venture relationship with Inotera; and (5) determining that Qimonda’s obligations under the patent cross-license
agreement are canceled. In addition, the court issued interlocutory judgments ordering, among other things: (1) that
Micron B.V. transfer to the Qimonda estate the Inotera Shares still owned by Micron B.V. and pay to the Qimonda
estate compensation in an amount to be specified for any Inotera Shares sold to third parties; and (2) that Micron
B.V. pay the Qimonda estate as compensation an amount to be specified for benefits derived by Micron B.V. fromownership of the Inotera Shares. The interlocutory judgments had no immediate, enforceable effect and Micron,accordingly, has been able to continue to operate with full control of the Inotera Shares subject to further
developments in the case. Micron and Micron B.V. appealed the judgments to the German Appeals Court, which
thereafter appointed an independent expert to perform an evaluation of Dr. Jaffé’s claims that the amount Micron
paid for Qimonda was less than fair market value. On March 31, 2020, the expert presented an opinion to the
Appeals Court concluding that the amount paid by Micron was within an acceptable range of fair value. On October
5, 2022, the Appeals Court ruled that the relevant issue to be addressed is whether Qimonda's creditors wereprejudiced such that the original transaction should be voided. A hearing of the Appeals Court has been scheduledfor December 2022.

Antitrust Matters
On April 27, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the
Northern District of California. Subsequently, two substantially identical cases were filed in the same court. The
lawsuits purported to be on behalf of a nationwide class of indirect purchasers of DRAM products. On October 28,
2019, the plaintiffs filed a consolidated, amended complaint that purported to be on behalf of a nationwide class ofindirect purchasers of DRAM products. The amended complaint asserted claims based on alleged price-fixing of
DRAM products under federal and state law during the period from June 1, 2016 to at least February 1, 2018, andsought treble monetary damages, costs, interest, attorneys’ fees, and other injunctive and equitable relief. On
December 21, 2020, the District Court dismissed the plaintiffs’ claims and entered judgment against them. The
plaintiffs appealed to the U.S. Court of Appeals for the Ninth Circuit. On March 7, 2022, the Court of Appeals
affirmed the District Court’s ruling dismissing plaintiffs’ claims, and subsequently denied the plaintiffs’ request forrehearing. The plaintiffs did not further appeal the ruling of the Court of Appeals.
On June 26, 2018, a complaint was filed against Micron and other DRAM suppliers in the U.S. District Court for the
Northern District of California. Subsequently, four substantially identical cases were filed in the same court. On
October 28, 2019, the plaintiffs filed a consolidated, amended complaint. The consolidated complaint purported to
be on behalf of a nationwide class of direct purchasers of DRAM products. The consolidated complaint asserted
claims based on alleged price-fixing of DRAM products under federal and state law during the period from June 1,2016 through at least February 1, 2018, and sought treble monetary damages, costs, interest, attorneys’ fees, andother injunctive and equitable relief. On January 11, 2021, the plaintiffs filed a further amended complaint asserting
substantially the same claims and seeking the same relief. On September 3, 2021, the District Court granted
Micron’s motion to dismiss the further amended complaint with prejudice. On October 1, 2021, the plaintiffs filed anotice of appeal to the U.S. Court of Appeals for the Ninth Circuit. On June 29, 2022, the Court of Appeals granted ajoint motion to dismiss the plaintiffs’ appeal.
Additionally, six cases have been filed in the following Canadian courts on the dates indicated: Superior Court ofQuebec (April 30, 2018 and May 3, 2018), the Federal Court of Canada (May 2, 2018), the Ontario Superior Courtof Justice (May 15, 2018), and the Supreme Court of British Columbia (May 10, 2018). The plaintiffs in these cases
are individuals seeking certification of class actions on behalf of direct and indirect purchasers of DRAM in Canada(or regions of Canada) between June 1, 2016 and February 1, 2018. The substantive allegations in these cases are
similar to those asserted in the cases filed in the United States.
On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it wasinvestigating potential collusion and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018,
SAMR made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain informationas part of its investigation. We are cooperating with SAMR in its investigation.

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Securities Matters
On March 5, 2019, a derivative complaint was filed by a shareholder against certain current and former officers anddirectors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District ofDelaware alleging securities fraud, breaches of fiduciary duties, and other violations of law involving
misrepresentations about purported anticompetitive behavior in the DRAM industry. The complaint seeks damages,
fees, interest, costs, and other appropriate relief.
On February 9, 2021, a derivative complaint was filed by a shareholder against Sanjay Mehrotra and other current
and former directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for theDistrict of Delaware alleging violations of securities laws, breaches of fiduciary duties, and other violations of law
involving allegedly false and misleading statements about Micron’s commitment to diversity and progress indiversifying its workforce, executive leadership, and Board of Directors. The complaint seeks damages, fees,
interest, costs, and an order requiring Micron to take various actions to allegedly improve its corporate governanceand internal procedures.

Other Matters
In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligatedto indemnify another party. It is not possible to predict the maximum potential amount of future payments underthese 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 amaterial adverse effect on our business, results of operations, or financial condition.

Contingency Assessment
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. 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 amaterial adverse effect on our business, results of operations, or financial condition.

EquityCommon Stock Repurchases: Our Board of Directors has authorized the discretionary repurchase of up to$10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiatedtransactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization
has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions andour ongoing determination of the best use of available cash. We repurchased 35.4 million shares of our common
stock for $2.43 billion in 2022 and 15.6 million shares for $1.20 billion in 2021. Through September 1, 2022, we had
repurchased an aggregate of $6.47 billion under the authorization. Amounts repurchased are included in treasury
stock.
Dividends: On September 29, 2022, we announced that our Board of Directors had declared a quarterly dividend of$0.115 per share, payable in cash on October 26, 2022, to shareholders of record as of the close of business on
October 11, 2022.

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Accumulated Other Comprehensive Income (Loss): Changes in accumulated other comprehensive income(loss) by component for the year ended September 1, 2022 were as follows:
Gains(Losses) on
Derivative
Instruments
As of September 2, 2021$
Other comprehensive income before reclassifications
Amount reclassified out of accumulated othercomprehensive income
Tax effects
Other comprehensive income (loss)
As of September 1, 2022$

Unrealized
Gains(Losses) on
Investments

PensionLiability
Adjustments

Cumulative
Foreign
Currency
Translation
Adjustment

Total(22) $
(720)

1 $
(63)

22 $
6

1 $
(1)

2
(778)

53
151
(516)
(538) $

1
14(48)(47) $

(2)
(1)
3
25 $

—
—
(1)
— $

52
164
(562)
(560)

Fair Value Measurements
The estimated fair values and carrying values of our outstanding debt instruments were as follows:
2022
Fair
Value

As of
Notes

$

5,472 $

2021
Carrying
Value
6,020 $

Fair
Value
6,584 $

Carrying
Value
5,973

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of ournotes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit
ratings similar to ours.
Assets classified as held for sale are carried at the lower of estimated fair value or carrying value. Significant
judgments and assumptions are required to estimate their fair values. Actual selling prices could vary significantly
from our estimated fair value and we could recognize additional losses in the event that the sales prices of assets
classified as held for sale are lower than their carrying values.

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Derivative Instruments
Notional orContractual
AmountAs of September 1, 2022
Derivative instruments with hedge accounting designation
Cash flow currency hedges
Cash flow commodity hedges
Fair value interest rate hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges

As of September 2, 2021
Derivative instruments with hedge accounting designation
Cash flow currency hedges
Cash flow commodity hedges
Fair value interest rate hedges$

Derivative instruments without hedge accounting designation
Non-designated currency hedges

Fair Value ofAssets(1)Liabilities(2)5,427 $
97
900

— $
1
—

(330)
(6)
(91)

2,821
$

7
8 $

(13)
(440)

3,601 $
45
900

10 $
2
5

(66)
—
—

996

3
20 $

(2)
(68)

$
(1)

Included in receivables and other noncurrent assets.
(2)
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. Forward and swap contracts are measured at fair value based onmarket-based observable inputs including market spot and forward rates, interest rates, and credit-risk spreads(Level 2). We do not use derivative instruments for speculative purposes. We recognized losses from cash flow
hedges of $735 million and $52 million for 2022 and 2021, respectively, and gains of $51 million for 2020, in
accumulated other comprehensive income. We reclassified $53 million of losses and $41 million of gains in 2022
and 2021, respectively, from accumulated other comprehensive income to earnings, primarily to cost of goods sold.
The reclassifications were not significant in 2020. As of September 1, 2022, we expect to reclassify $263 million of
pre-tax losses related to cash flow hedges from accumulated other comprehensive income into earnings in the next
12 months.
Fair Value Hedges: We utilize fixed-to-floating interest rate swaps designated as fair value hedges to minimize
certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest
rates. Interest rate swaps are measured at fair value based on market-based observable inputs including interest
rates and credit-risk spreads (Level 2). 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. Whena derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, theremaining unamortized difference between the carrying value of the hedged item at that time and the face value ofthe hedged item is amortized to earnings over the remaining life of the hedged item, or immediately if the hedged
item has matured or been extinguished. We recognized interest expense of $96 million for changes in the fair valueof our interest rate swaps in 2022. We also recognized offsetting interest expense of the same amounts related tothe changes in the fair value of the hedged portion of the underlying debt for these periods. The amounts
recognized for 2021 were not significant.

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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 three months 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 tomarket. Currency forward contracts are valued at fair values based on the middle of bid and ask prices of dealers or
exchange quotations (Level 2). 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 incurrency exchange rates are included in other non-operating income (expense), net. The amounts recognized forderivative instruments without hedge accounting designation were not significant 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 ofthe 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 spreadingrisk across multiple financial institutions. As of September 1, 2022 and September 2, 2021, amounts netted under
our master netting arrangements were not significant.

Equity Plans
As of September 1, 2022, 90 million shares of our common stock were available for future awards under our equity
plans, including 18 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)
As of September 1, 2022, there were 23 million shares of Restricted Stock Awards outstanding, 20 million of whichcontained only service conditions. For service-based Restricted Stock Awards granted through October 2021,
restrictions generally lapse in one-fourth or one-third increments during each year of employment after the grant
date. For service-based Restricted Stock Awards granted beginning in November 2021, restrictions generally lapse
on 25% of the units granted after the first year and on 6.25% each quarter thereafter over the remaining three yearsof employment. Restrictions generally lapse on Restricted Stock with performance or market conditions asconditions are met over a 3-year period. At the end of the performance period, the number of actual shares to beawarded will vary between 0% and 200% of target amounts, depending upon the achievement level. In 2022, ourBoard of Directors approved dividend equivalent rights for unvested restricted stock units awarded on or after
October 13, 2021.
Restricted Stock Awards activity for 2022 is summarized as follows:
Number of
SharesOutstanding as of September 2, 2021
GrantedRestrictions lapsed
Canceled
Outstanding as of September 1, 2022

77 | 2022 10-K

WeightedAverage Grant
Date Fair Value
Per Share

20 $
13
(7)
(3)
23

49.39
70.81
47.36
57.00
60.93

Table of Contents

For the year ended
Restricted stock award shares granted
Weighted-average grant-date fair value per share
Aggregate vesting-date fair value of shares vested

2022

2021
13
70.81 $
498 $

$
$

2020
11
53.58 $
385 $

8
46.44
294

Employee Stock Purchase Plan (“ESPP”)
Our ESPP is offered to substantially all employees and permitted eligible employees to purchase shares of ourcommon stock through payroll deductions of up to 10% of their eligible compensation, subject to certain limitations
prior to August 2021. Beginning in August 2021, employees are permitted to deduct up to 15% of their eligible
compensation to purchase shares under the ESPP. 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. Compensation expense is calculated as of the beginning of the offering period as the fair value of theemployees’ purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering
period. Grant-date fair value and assumptions used in the Black-Scholes option valuation model were as follows:
For the year ended
Weighted-average grant-date fair value per share
Average expected life in years
Weighted-average expected volatility (based on implied volatility)
Weighted-average risk-free interest rate
Expected dividend yield

2022
$

2021

18.87
$
0.5
43 %
2.0 %
0.6 %

2020

20.71
$
0.5
41 %
0.1 %
0.3 %

14.24
0.5
45 %
0.8 %
0.0 %

Under the ESPP, employees purchased 4 million shares of common stock for $215 million in 2022, 3 million sharesfor $140 million in 2021, and 3 million shares for $118 million in 2020.

Stock Options
As of September 1, 2022, stock options of 3 million shares were outstanding, all of which were fully exercisable.
Stock options expire 8 years from the date of grant. We did not grant any stock options in 2022, 2021, or 2020.
Stock options of 1 million shares were exercised in 2022. The total intrinsic value for options exercised was $54
million, $143 million, and $130 million in 2022, 2021, and 2020, respectively.

Stock-based Compensation Expense
For the year ended
Stock-based compensation expense by caption
Cost of goods soldResearch and development
Selling, general, and administrative
Restructure

2022
$

$
Stock-based compensation expense by type of award
Restricted stock awards
ESPP
Stock options

$

$

2021

2020

193 $
175
133
(5)
496 $

186 $
110
99
—
395 $

139
86
103
—
328

429 $
66
1
496 $

333 $
52
10
395 $

272
39
17
328

78

Table of Contents

Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlementof the related share-based awards. Income tax benefits for share-based awards were $77 million, $83 million, and$72 million for 2022, 2021, and 2020, respectively. Stock-based compensation expense of $48 million and $30
million was capitalized and remained in inventory as of September 1, 2022 and September 2, 2021, respectively. As
of September 1, 2022, $1.02 billion of total unrecognized compensation costs for unvested awards, before the effectof any future forfeitures, was expected to be recognized through the fourth quarter of 2026, resulting in a weightedaverage period of 1.3 years.

Employee Benefit Plans
We have employee retirement plans at our U.S. and international sites. Details of significant plans are as follows:

Employee Savings Plan for U.S. Employees
We have a 401(k) retirement plan under which U.S. employees may contribute up to 75% of their eligible pay,
subject to Internal Revenue Service annual contribution limits, to various savings alternatives, none of which include
direct investment in our stock. We match in cash eligible contributions from employees up to 5% of the employee’s
annual eligible earnings. Contribution expense for the 401(k) plan was $66 million, $77 million, and $66 million in
2022, 2021, and 2020, respectively.

Retirement Plans
We have pension plans available to employees at various foreign sites. As of September 1, 2022, the projected
benefit obligations of our plans were $186 million and plan assets were $221 million. As of September 2, 2021, theprojected benefit obligations of our plans were $222 million and plan assets were $256 million. Pension expense
was not material for 2022, 2021, or 2020.

Revenue
Revenue is primarily recognized at a point in time when control of the promised goods is transferred to ourcustomers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.
Substantially all contracts with our customers are short-term in duration at fixed, negotiated prices with payment
generally due shortly after delivery. From time to time, we have contracts with initial terms that include performanceobligations that extend beyond one year. As of September 1, 2022, our future performance obligations beyond one
year were not significant.
As of September 1, 2022 and September 2, 2021, other current liabilities included $1.26 billion and $846 million for
estimates of consideration payable to customers, respectively, including estimates for pricing adjustments andreturns.

Revenue by Technology
For the year ended
DRAM
NAND
Other (primarily 3D XPoint memory and NOR)

2022
$

$

22,386 $
7,811
561
30,758 $2021
20,039 $
7,007
659
27,705 $See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

79 | 2022 10-K

2020
14,5106,131794
21,435

Table of Contents

Restructure and Asset Impairments
For the year ended
Restructure and asset impairments

2022
$

2021
48 $

2020
488 $

60

Restructure and asset impairments for 2022 and 2021 are primarily related to the sale of our Lehi, Utah facility. See“Lehi, Utah Fab and 3D XPoint.” Restructure and asset impairments for 2020 primarily related to asset impairments
and employee relocation and severance costs related to right-sizing our Lehi, Utah facility.

Other Operating (Income) Expense, Net
For the year ended
Patent license charges(Gain) loss on disposition of property, plant, and equipment
Other

2022
$

2021
— $
(41)
7
(34) $

$

2020
128 $
(24)
(9)
95 $

—
(3)
11
8

Other Non-Operating Income (Expense), Net
For the year ended
Gain (loss) on investments
Gain (loss) on debt prepayments, repurchases, and conversions
Other

2022
$

$

2021
26 $
(83)
19
(38) $

2020
82 $
(1)
—
81 $

22
40
(2)
60

80

Table of Contents

Income Taxes
Our income tax (provision) benefit consisted of the following:
For the year ended

2022

Income (loss) before income taxes, net income (loss) attributable to noncontrollinginterests, and equity in net income (loss) of equity method investees
U.S.
Foreign$$

Income tax (provision) benefit
Current
U.S. federal
State
Foreign$

Deferred
U.S. federal
State
Foreign

Income tax (provision) benefit

$

2021

2020

112 $
9,459
9,571 $

(211) $
6,429
6,218 $

308
2,675
2,983

(65) $
(1)
(528)
(594)

(42) $
(1)
(370)
(413)

(20)
(2)
(148)
(170)

(166)
(225)
97
(294)

(9)
28
—
19

39
23
(172)
(110)

(888) $(394) $

(280)

The table below reconciles our tax (provision) benefit based on the U.S. federal statutory rate to our effective rate:
For the year ended
U.S. federal income tax (provision) benefit at statutory rate
U.S. tax on foreign operations
Change in valuation allowance
Change in unrecognized tax benefits
Foreign tax rate differential
Research and development tax credits
Foreign derived intangible income deduction
State taxes, net of federal benefit
Debt premium deductions
Other
Income tax (provision) benefit2022$ (2,010)
(322)
(241)
(67)
1,601
66
41
—
—
44
$
(888)

2021
21.0 % $ (1,306)
3.4 %
(226)
2.5 %
54
0.7 %
(238)
(16.7)%
951(0.7)%
123(0.4)%
18
—%
59
—%
130
(0.5)%
41
9.3 % $
(394)

2020
21.0 % $3.6 %(0.9)%
3.8 %(15.3)%(2.0)%(0.3)%(0.9)%(2.1)%(0.6)%
6.3 % $

(626)
(14)
(20)
(33)
253
62
67
23
—
8
(280)

21.0 %
0.5 %
0.7 %
1.1 %
(8.5)%(2.1)%(2.2)%(0.8)%—%(0.3)%
9.4 %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, inpart, upon meeting certain business operations and employment thresholds. The effect of tax incentive
arrangements reduced our tax provision by $1.12 billion (benefiting our diluted earnings per share by $1.00) for
2022, by $758 million ($0.66 per diluted share) for 2021, and by $215 million ($0.19 per diluted share) for 2020.
As of September 1, 2022, certain non-U.S. subsidiaries had cumulative undistributed earnings of $4.38 billion thatwere deemed to be indefinitely reinvested. A provision has not been recognized to the extent that distributions fromsuch subsidiaries are 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 consistof the following:
As of

2022

Deferred tax assets
Net operating loss and tax credit carryforwards
Accrued salaries, wages, and benefits
Operating lease liabilities
Inventories
Property, plant, and equipment
Other
Gross deferred tax assets
Less valuation allowance
Deferred tax assets, net of valuation allowance

$

796 $
157
138
77
44
142
1,354
(471)
883

783
206
109
—
37
115
1,250
(233)
1,017

(126)
—
(68)
(194)

(90)
(12)
(143)
(245)

$

689 $

772

$

702 $
(13)
689 $

782
(10)
772

Deferred tax liabilities
Right-of-use assets
Product and process technology
Other
Deferred tax liabilities
Net deferred tax assets
Reported as
Deferred tax assets
Deferred tax liabilities (included in other noncurrent liabilities)
Net deferred tax assets

2021

$

We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not thatexisting deferred tax assets will be realized. As of September 1, 2022, and September 2, 2021, we had a valuation
allowance of $471 million and $233 million, respectively, against our net deferred tax assets, primarily related tocarryforwards in U.S. states and Malaysia. Changes in 2022 in the valuation allowance were due to adjustments
based on management's assessment of the realizability of tax credits, allowances and net operating losses basedon a level that is more likely than not to be realized.
On March 16, 2022, the Idaho governor signed a new law that changed the way corporations calculate Idaho
taxable income. This new law is expected to reduce our Idaho taxable income, and consequently, we do not expect
to utilize our tax credits in Idaho for the foreseeable future. As a result, we recorded a valuation allowance against
our Idaho deferred tax assets and an increase to tax expense of $189 million in 2022.
As of September 1, 2022, our net operating loss carryforward amounts and expiration periods, as reported to tax
authorities, were as follows:Year of Expiration
2023 - 2027
2028 - 2032
2033 - 2037
2038 - 2042
Indefinite

State
$

$

Japan
44 $
377
249
197
6
873 $

Malaysia
418 $
234
—
—
—
652 $

— $
—
—
—
851
851 $

Other

Total
12 $
—
—
—
4
16 $

474
611
249
197
861
2,392

82

Table of Contents

As of September 1, 2022, our federal and state tax credit carryforward amounts and expiration periods, as reported
to tax authorities, were as follows:Year of Tax Credit Expiration
2023 - 2027
2028 - 2032
2033 - 2037
2038 - 2042
Indefinite

U.S. Federal
$

State

— $
—
—
278
—
278 $

$

Total
46 $
103
128
5
115
397 $

46
103
128
283
115
675

Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:
For the year ended
Beginning unrecognized tax benefits
Increases related to tax positions from prior years
Increases related to tax positions taken in current year
Decreases related to tax positions from prior years
Ending unrecognized tax benefits

2022
$

2021
660 $
14
80
(23)
731 $

$

2020
411 $
2
260
(13)
660 $

383
14
27
(13)
411

As of September 1, 2022, gross unrecognized tax benefits were $731 million, which would have an impact ofapproximately $564 million on our effective tax rate in the future, if recognized. Amounts accrued for interest andpenalties related to uncertain tax positions were not significant for any period presented. The resolution of tax audits
or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of final
resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months
would not be significant.
We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various
foreign jurisdictions throughout the world. We regularly engage in discussions and negotiations with tax authorities
regarding tax matters, including transfer pricing, and we continue to defend any and all such claims presented. Our
U.S. federal and state tax returns remain open to examination for 2018 through 2022. 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 2016 to 2022. We believe that adequate
amounts of taxes and related interest and penalties have been provided, and any adjustments as a result of
examinations are not expected to materially adversely affect our business, results of operations, or financial
condition.

Earnings Per Share
For the year ended
Net income attributable to Micron – Basic
Assumed conversion of debt
Net income attributable to Micron – Diluted

2022
$
$

Weighted-average common shares outstanding – Basic
Dilutive effect of equity plans and convertible notes
Weighted-average common shares outstanding – Diluted
Earnings per share
Basic
Diluted83 | 2022 10-K

$

2021

2020

8,687 $—
8,687 $

5,861 $—
5,861 $

2,687
(4)
2,683

1,112
10
1,122

1,120
21
1,141

1,110
21
1,131

7.81 $
7.75

5.23 $
5.14

2.42
2.37

Table of Contents

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilutebasic earnings per share in the future, were as follows at the end of the periods shown:
For the year ended
Equity plans

2022

2021
5

2020
2

5

Segment and Other Information
Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating
decision maker. We have the following four business units, which are our reportable segments:
Compute and Networking Business Unit (“CNBU”): Includes memory products sold into client, cloud server,
enterprise, graphics, and networking markets.
Mobile Business Unit (“MBU”): Includes memory and storage products sold into smartphone and other mobiledevice markets.
Embedded Business Unit (“EBU”): Includes memory and storage products sold into automotive, industrial, andconsumer markets.
Storage Business Unit (“SBU”): Includes SSDs and component-level solutions sold into enterprise and cloud,client, and consumer storage markets, and other discrete storage products sold in component and wafer form.
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. 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 1, 2022
and September 2, 2021, CNBU, MBU, SBU, and EBU had goodwill of $832 million, $198 million, $101 million, and$97 million, respectively.

84

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For the year ended
Revenue
CNBU
MBU
EBU
SBU
All Other

2022
$

$
Operating income (loss)
CNBU
MBU
EBU
SBU
All Other

$

$

2020

13,693 $
7,260
5,235
4,553
17
30,758 $12,280 $
7,203
4,209
3,973
40
27,705 $

9,184
5,702
2,759
3,765
25
21,4355,844 $
2,160
1,752
513
12
10,281

4,295 $
2,173
1,006
173
20
7,667

2,010
1,074
301
36
(2)
3,419

(501)
—
—
—
(48)
—
(30)
(579)

(395)
(133)
(160)
(49)
(488)
(128)
(31)
(1,384)

(328)
—
—
—
(60)
—
(28)
(416)

9,702 $

6,283 $

3,003

Unallocated
Stock-based compensation
Inventory accounting policy change to FIFO
Change in inventory cost absorption
3D XPoint inventory write-downRestructure and asset impairments
Patent license charges
Other

Operating income

2021

Depreciation and amortization expense included in operating income was as follows:
For the year ended
CNBU
MBU
EBU
SBU
All Other
Unallocated

2022
$

$

85 | 2022 10-K

2,766 $
1,725
1,280
1,323
2
20
7,116 $

2021
2,497 $
1,553
1,028
1,101
8
27
6,214 $

2020
2,318
1,436
741
1,115
12
28
5,650

Table of Contents

Certain Concentrations
Revenue by market segment as an approximate percent of total revenue is presented in the table below:
For the year ended
MobileClient and graphics
Enterprise and cloud server
SSDs and other storage
Automotive, industrial, and consumer

2022

2021
25 %
20 %
20 %
15 %
15 %

2020
25 %
20 %
20 %
15 %
15 %

25 %
20 %
20 %
20 %
15 %

Revenue from Kingston Technology Company, Inc. was 12% and 11% of total revenue for 2022 and 2020,
respectively. Revenue from WPG Holdings Limited was 11% and 13% of total revenue in 2022 and 2021,
respectively. Sales to Kingston were primarily included in our CNBU and SBU segments; and sales to WPG wereprimarily included in our MBU, CNBU, and EBU segments.
We generally have multiple sources of supply for our raw materials and production equipment; however, only alimited number of suppliers are capable of delivering certain raw materials and production equipment that meet ourstandards 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-rate debt securities, trade receivables, share repurchase, andderivative contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit theconcentration of credit exposure by restricting investments with any single obligor and monitoring credit risk of bankcounterparties 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 collateralfrom our customers. Historically, we have not experienced material losses on receivables. A concentration of risk
may also exist with respect to our foreign currency hedges 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.

86

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Geographic Information
Revenue based on the geographic location of our customers’ headquarters was as follows:
For the year ended
United States
TaiwanMainland China (excluding Hong Kong)
Japan
Hong Kong
Other Asia Pacific
Other

2022
$

$

2021

16,026 $
6,185
3,311
1,696
1,665
1,223
652
30,758 $12,155 $
6,606
2,456
1,652
2,582
1,420
834
27,705 $2020
10,381
3,657
2,337
1,387
1,792
1,157
724
21,435Long-lived assets by geographic area consisted of property, plant, and equipment and right-of-use assets and wereas follows:
As of
TaiwanSingaporeJapan
United States(1)Malaysia
China
Other

2022
$

$
(1)

13,143 $12,045
7,113
5,155
994
440
337
39,227 $2021
11,457
9,411
7,222
5,205
757
436
175
34,663

Included $899 million (net of impairment) as of September 2, 2021 of property, plant, and equipment for our
Lehi facility that was classified as held for sale and presented in other current assets.

87 | 2022 10-K

Table of Contents

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 1, 2022 and September 2, 2021, and the related consolidated statements ofoperations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the
period ended September 1, 2022, including the related notes and schedule of valuation and qualifying accounts foreach of the three years in the period ended September 1, 2022 appearing under Item 15 (collectively referred to as
the “consolidated financial statements”). We also have audited the Company’s internal control over financial
reporting as of September 1, 2022, 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, thefinancial position of the Company as of September 1, 2022 and September 2, 2021, and the results of its operations
and its cash flows for each of the three years in the period ended September 1, 2022 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in allmaterial respects, effective internal control over financial reporting as of September 1, 2022, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in the Significant Accounting Policies and Inventories notes to the consolidated financial statements,
the Company changed the manner in which it accounts for inventory costing from the average cost inventory
accounting method to the first-in, first-out inventory accounting method in 2021.
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 withrespect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulationsof 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 planand perform the audits to obtain reasonable assurance about whether the consolidated financial statements are freeof 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 proceduresthat 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, andtesting 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.

88

Table of Contents

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 inaccordance 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 reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (iii) provide reasonableassurance 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.
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 orprocedures 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 ourespecially challenging, subjective, or complex judgments. The communication of critical audit matters does not alterin any way our opinion on the consolidated financial statements, taken as a whole, and we are not, bycommunicating the critical audit matter below, providing a separate opinion on the critical audit matter or on theaccounts or disclosures to which it relates.
Valuation of Inventories (Finished goods and Work in process)As described in the Significant Accounting Policies and Inventories notes to the consolidated financial statements,
as of September 1, 2022, the Company had a net inventory balance for finished goods and work in process
inventory totaling approximately $5.9 billion. As disclosed by management, determining the net realizable value of
the Company's net inventories involves significant judgments, including projecting future average selling prices andfuture sales volumes.
The principal considerations for our determination that performing procedures relating to the valuation of finishedgoods and work in process inventories is a critical audit matter are the significant judgment by management indetermining the net realizable value of inventories, which in turn led to significant auditor judgment, subjectivity andeffort in performing procedures over the reasonableness of the significant assumptions related to future average
selling prices and future sales volumes, used to estimate the net realizable value of finished goods and work inprocess inventories.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming ouroverall opinion on the consolidated financial statements. These procedures included testing the effectiveness ofcontrols relating to management’s estimate of the net realizable value of finished goods and work in process
inventories, significant assumptions, and data used to value the inventories. These procedures also included,
among others, testing management's process for developing the net realizable value estimate of finished goods andwork in process inventories; evaluating the appropriateness of management’s estimated net realizable value
methodology; testing the completeness, accuracy, and relevance of underlying data used in the estimate of net
realizable value of finished goods and work in process inventories; and evaluating the reasonableness ofmanagement's assumptions related to future average selling prices and future sales volumes. Evaluating
management's assumptions related to future average selling prices and future sales volumes involved evaluating
whether the assumptions used by management were reasonable considering (i) current and past results, including
recent sales, (ii) the consistency with external market, industry data and current contract prices, (iii) a comparison of
the prior year estimates to actual results in the current year, and (iv) whether these assumptions were consistent
with evidence obtained in other areas of the audit.

89 | 2022 10-K

Table of Contents/s/ PricewaterhouseCoopers LLP
San Jose, California
October 7, 2022
We have served as the Company’s auditor since 1984.

90

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation of our management, including ourprincipal executive officer and principal financial officer, of the effectiveness of the design and operation of ourdisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that
evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls andprocedures were effective to ensure that information required to be disclosed by us in the reports that we file orsubmit under the Exchange Act are recorded, processed, summarized, and reported within the time periods
specified in the SEC’s rules and forms and that such information is accumulated and communicated to ourmanagement, including the principal executive officer and principal financial officer, to allow timely decisions
regarding disclosure.
During the fourth quarter of 2022, there were no changes in our internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance withaccounting principles generally accepted in the United States of America. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonabledetail accurately reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance withauthorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our
financial statements.
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 orprocedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal
control over financial reporting was effective as of September 1, 2022. The effectiveness of our internal control overfinancial reporting as of September 1, 2022 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Form 10-K.

ITEM 9B. OTHER INFORMATION
None.

91 | 2022 10-K

Table of Contents

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS
Not applicable.

PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Certain information concerning our executive officers is included under the caption, “Information About Our
Executive Officers” in Part I, Item 1 of this report. Other information required by Items 10, 11, 12, 13, and 14 will becontained in our 2022 Proxy Statement which will be filed with the SEC within 120 days after September 1, 2022
and is incorporated herein by reference.

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PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE(a) The following documents are filed as part of this report:
1
2

Financial Statements: See our consolidated financial statements under Item 8.
Financial Statement Schedule:
See “Schedule II – Valuation and Qualifying Accounts” within Item 15 below.
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable,or the information is otherwise included.

3

Exhibits. See “Index to Exhibits” within Item 15 below.

93 | 2022 10-K

Table of Contents

SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(In millions)

Balance at
Beginning ofYear
Deferred Tax Asset Valuation AllowanceYear ended September 1, 2022
Year ended September 2, 2021
Year ended September 3, 2020$

Charged(Credited) toIncome Tax
Provision

233 $
294
277

Currency
Translation
and Charges
to OtherAccounts

241 $
(54)
20

(3) $
(7)
(3)

Balance at
End of
Year
471
233
294

94

Table of Contents

Index to Exhibits
Exhibit
NumberDescription of Exhibit
3.1
Restated Certificate of Incorporation of the Registrant
3.2
Bylaws of the Registrant, Amended and Restated
4.1
Indenture, dated as of February 6, 2019, by and between Micron
Technology, Inc. and U.S. Bank National Association, as Trustee
4.2First Supplemental Indenture, dated as of February 6, 2019, by andbetween Micron Technology, Inc. and U.S. Bank National
Association, as Trustee
4.3
Form of Note for Micron Technology, Inc.’s 4.975% Senior Notes
due 2026 (included in Exhibit 4.2)
4.4
Form of Note for Micron Technology, Inc.’s 5.327% Senior Notes
due 2029 (included in Exhibit 4.2)
4.5
Second Supplemental Indenture, dated as of July 12, 2019, by andbetween Micron Technology, Inc. and U.S. Bank National
Association, as Trustee
4.6
Form of Note for Micron Technology, Inc.’s 4.185% Senior Notes
due 2027 (included in Exhibit 4.5)
4.7
Form of Note for Micron Technology, Inc.’s 4.663% Senior Notes
due 2030 (included in Exhibit 4.5)
4.8
Fourth Supplemental Indenture, dated as of November 1, 2021, by
and between Micron Technology, Inc. and U.S. Bank National
Association, as Trustee
4.9
Form of Note for Micron Technology, Inc.’s 2.703% Senior Notes
due 2032 (included in Exhibit 4.8)
4.10
Form of Note for Micron Technology, Inc.’s 3.366% Senior Notes
due 2041 (included in Exhibit 4.8)
4.11
Form of Note for Micron Technology, Inc.’s 3.477% Senior Notes
due 2051 (included in Exhibit 4.8)
4.12
Description of Registrant’s Securities
10.1*
Micron Technology, Inc. Executive Officer Performance Incentive
Plan
10.2*
Amended and Restated 2004 Equity Incentive Plan
10.3*
2004 Equity Incentive Plan Forms of Agreement and Terms andConditions
10.4*
Amended and Restated 2007 Equity Incentive Plan
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*

2007 Equity Incentive Plan Forms of Agreement and Terms andConditions
Nonstatutory Stock Option Plan, as Amended
Nonstatutory Stock Option Plan Form of Agreement and Terms andConditions
Form of Indemnification Agreement between the Registrant and its
officers and directors
Form of Severance Agreement
Deferred Compensation Plan, as amended
Amended and Restated Executive Agreement by and between
Micron Technology, Inc. and Sanjay Mehrotra
Severance Benefits for Sumit Sadana
Form of Amendment to Executive/Severance Agreement
Severance Benefits for Manish Bhatia
Micron Technology, Inc. Employee Stock Purchase Plan, as
amended and restated

95 | 2022 10-K

Filed
Herewith

Form
8-K
8-K
8-K

PeriodEndingExhibit/FilingAppendixDate
99.2
1/26/15
3.1
2/16/214.1
2/6/198-K

4.2

2/6/198-K

4.4

2/6/198-K

4.5

2/6/198-K

4.2

7/12/19

8-K

4.3

7/12/19

8-K

4.4

7/12/19

8-K

4.2

11/1/218-K

4.3

11/1/218-K

4.4

11/1/218-K

4.5

11/1/21

DEF
14A
10-K
10-K

B

12/7/17

10.6
10.7

10/28/16
10/28/16

A

12/1/20X

9/1/16
9/1/16

DEF
14A
10-Q

12/2/2110.1

1/6/22

10-K
10-K

9/1/16
9/1/16

10.10
10.11

10/28/16
10/28/16

10-Q

2/27/1410.3

4/7/14

6/2/22

99.2
10.2

11/1/07
7/1/22

10.70
99.1
10.74
10.1

12/20/17
11/13/17
12/20/17
7/1/22

8-K
10-Q
X
10-Q
8-K
10-Q
10-Q

11/30/17
11/30/17
6/2/22

Table of Contents

Exhibit
NumberDescription of Exhibit
10.16*
Severance Benefits for Mark Murphy
10.17
Credit Agreement, dated as of May 14, 2021, by and among Micron
Technology, Inc., as borrower, HSBC Bank USA, National
Association, as administrative agent, the other agents party thereto,and each financial institution party from time to time thereto
10.18
Term Loan Credit Agreement, dated as of May 14, 2021, by andamong Micron Technology, Inc., as borrower, Wells Fargo Bank,
National Association, as administrative agent, the other agents party
thereto, and each financial institution party from time to time thereto
21.1
Subsidiaries of the Registrant
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
101.INS Inline XBRL Instance Document - the instance document does notappear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE104

Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL andcontained in Exhibit 101)

Filed
Herewith

Form
10-Q
10-Q

PeriodExhibit/FilingEnding Appendix
Date
6/2/22
10.3
7/1/22
6/3/21
10.22
7/1/21

10-Q

6/3/21

10.23

7/1/21

X
X
X
X
X
X
X
X
X
X
X
X
X

* Indicates management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY
None.

96

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Micron Technology, Inc.
By:

Date October 7, 2022

/s/ Mark MurphyMark Murphy
Executive Vice President and Chief Financial Officer(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature

97 | 2022 10-K

Title

Date

/s/ Sanjay Mehrotra(Sanjay Mehrotra)

President andChief Executive Officer andDirector(Principal Executive Officer)

October 7, 2022

/s/ Mark Murphy(Mark Murphy)

Executive Vice President andChief Financial Officer(Principal Financial Officer)

October 7, 2022

/s/ Scott Allen(Scott Allen)

Corporate Vice President andChief Accounting Officer(Principal Accounting Officer)

October 7, 2022

/s/ Richard M. Beyer(Richard M. Beyer)

Director

October 7, 2022

/s/ Lynn Dugle(Lynn Dugle)

Director

October 7, 2022

/s/ Steve Gomo
(Steve Gomo)

Director

October 7, 2022

/s/ Linnie Haynesworth(Linnie Haynesworth)

Director

October 7, 2022

/s/ Mary Pat McCarthy(Mary Pat McCarthy)

Director

October 7, 2022

/s/ Robert E. Switz(Robert E. Switz)

Chair of the Board
Director

October 7, 2022

/s/ MaryAnn Wright(MaryAnn Wright)

Director

October 7, 2022

EXHIBIT 31.1
RULE 13a-14(a) CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
I, Sanjay Mehrotra, certify that:
1. I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, and cash flows of the registrant asof, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,summarize, and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: October 7, 2022

/s/ Sanjay Mehrotra
Sanjay Mehrotra
President and Chief Executive Officer and Director

EXHIBIT 31.2
RULE 13a-14(a) CERTIFICATION OF
CHIEF FINANCIAL OFFICER
I, Mark Murphy, certify that:
1. I have reviewed this Annual Report on Form 10-K of Micron Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, and cash flows of the registrant asof, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,summarize, and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: October 7, 2022

/s/ Mark MurphyMark Murphy
Executive Vice President and Chief Financial Officer

EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
I, Sanjay Mehrotra, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that the Annual Report of Micron Technology, Inc. on Form 10-K for the period ended September 1,
2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Micron Technology, Inc.
Date: October 7, 2022

/s/ Sanjay Mehrotra
Sanjay Mehrotra
President and Chief Executive Officer and Director

EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
I, Mark Murphy, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that the Annual Report of Micron Technology, Inc. on Form 10-K for the period ended September 1, 2022,
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Micron Technology, Inc.
Date: October 7, 2022

/s/ Mark MurphyMark Murphy
Executive Vice President and Chief Financial Officer