0000723125-22-000016 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Mar. 03, 2022	Mar. 24, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 03, 2022
Document Transition Report	false
Entity File Number	1-10658
Entity Registrant Name	Micron Technology, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-1618004
Entity Address, Address Line One	8000 S. Federal Way
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83716
City Area Code	208
Local Phone Number	368-4000
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	MU
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,116,666,857
Entity Central Index Key	0000723125
Current Fiscal Year End Date	--09-01
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Mar. 03, 2022	Mar. 04, 2021	Mar. 03, 2022	Mar. 04, 2021
Income Statement [Abstract]
Revenue	$ 7,786	$ 6,236	$ 15,473	$ 12,009
Cost of goods sold	4,110	4,587	8,232	8,624
Gross margin	3,676	1,649	7,241	3,385
Research and development	792	641	1,504	1,288
Selling, general, and administrative	263	214	522	428
Restructure and asset impairments	5	5	43	13
Other operating (income) expense, net	70	126	(5)	127
Operating income	2,546	663	5,177	1,529
Interest income	12	10	22	20
Interest expense	(55)	(42)	(100)	(90)
Other non-operating income (expense), net	6	4	(69)	17
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees	2,509	635	5,030	1,476
Income tax (provision) benefit	(255)	(48)	(474)	(99)
Equity in net income (loss) of equity method investees	9	16	13	29
Net income	$ 2,263	$ 603	$ 4,569	$ 1,406
Earnings per share
Basic (in dollars per share)	$ 2.02	$ 0.54	$ 4.08	$ 1.26
Diluted (in dollars per share)	$ 2.00	$ 0.53	$ 4.04	$ 1.23
Number of shares used in per share calculations
Basic (in shares)	1,119	1,120	1,119	1,118
Diluted (in shares)	1,130	1,144	1,130	1,139

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 03, 2022	Mar. 04, 2021	Mar. 03, 2022	Mar. 04, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 2,263	$ 603	$ 4,569	$ 1,406
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments	(34)	(28)	(120)	12
Gains (losses) on investments	(13)	(3)	(20)	(4)
Pension liability adjustments	(1)	1	(1)	1
Cumulative translation adjustments	1	1	1	1
Other comprehensive income (loss)	(47)	(29)	(140)	10
Total comprehensive income	$ 2,216	$ 574	$ 4,429	$ 1,416

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions

Mar. 03, 2022

Sep. 02, 2021

Assets

Cash and equivalents

$ 9,116

$ 7,763

Short-term investments

1,006

870

Receivables

5,384

5,311

Inventories

5,383

4,487

Assets held for sale

974

Other current assets

600

502

Total current assets

21,502

19,907

Long-term marketable investments

^[1]

1,717

1,765

Property, plant, and equipment

36,171

33,213

Operating lease right-of-use assets

587

551

Intangible assets

414

349

Deferred tax assets

762

782

Goodwill

1,228

Other noncurrent assets

1,315

1,054

Total assets

63,696

58,849

Liabilities and equity

Accounts payable and accrued expenses

5,650

5,325

Current debt

123

155

Other current liabilities

1,145

944

Total current liabilities

6,918

6,424

Long-term debt

6,953

6,621

Noncurrent operating lease liabilities

535

504

Noncurrent unearned government incentives

704

808

Other noncurrent liabilities

741

559

Total liabilities

15,851

14,916

Commitments and contingencies

Shareholders' equity

Common stock, $0.10 par value, 3,000 shares authorized, 1,223 shares issued and 1,118 outstanding (1,216 shares issued and 1,119 outstanding as of September 2, 2021)

122

Additional capital

9,816

9,453

Retained earnings

43,407

39,051

Treasury stock, 105 shares held (97 shares as of September 2, 2021)

(5,362)

(4,695)

Accumulated other comprehensive income (loss)

(138)

Total equity

47,845

43,933

Total liabilities and equity

$ 63,696

$ 58,849

[1]	The maturities of long-term marketable securities primarily range from one to four years.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions	Mar. 03, 2022	Sep. 02, 2021
Liabilities and equity
Common Stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common Stock, authorized shares (in shares)	3,000	3,000
Common Stock, issued (in shares)	1,223	1,216
Common Stock, outstanding (in shares)	1,118	1,119
Treasury Stock, held (in shares)	105	97

STATEMENT OF CHANGES IN EQUITY - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at Sep. 03, 2020		1,194
Balance at Sep. 03, 2020	$ 38,996	$ 119	$ 8,917	$ 33,384	$ (3,495)	$ 71
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	803			803
Other comprehensive income (loss), net	39					39
Stock issued under stock plans (in shares)		5
Stock issued under stock plans	34	$ 1	33
Stock-based compensation expense	92		92
Repurchase of stock (in shares)		(1)
Repurchase of stock - withholdings on employee equity awards	(57)	$ 0	(8)	(49)
Balance (in shares) at Dec. 03, 2020		1,198
Balance at Dec. 03, 2020	39,907	$ 120	9,034	34,138	(3,495)	110
Balance (in shares) at Sep. 03, 2020		1,194
Balance at Sep. 03, 2020	38,996	$ 119	8,917	33,384	(3,495)	71
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,406
Other comprehensive income (loss), net	10
Balance (in shares) at Mar. 04, 2021		1,202
Balance at Mar. 04, 2021	40,663	$ 120	9,234	34,723	(3,495)	81
Balance (in shares) at Dec. 03, 2020		1,198
Balance at Dec. 03, 2020	39,907	$ 120	9,034	34,138	(3,495)	110
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	603			603
Other comprehensive income (loss), net	(29)					(29)
Stock issued under stock plans (in shares)		4
Stock issued under stock plans	105	$ 0	105
Stock-based compensation expense	97		97
Repurchase of stock (in shares)		0
Repurchase of stock - withholdings on employee equity awards	(20)	$ 0	(2)	(18)
Balance (in shares) at Mar. 04, 2021		1,202
Balance at Mar. 04, 2021	$ 40,663	$ 120	9,234	34,723	(3,495)	81
Balance (in shares) at Sep. 02, 2021	1,216	1,216
Balance at Sep. 02, 2021	$ 43,933	$ 122	9,453	39,051	(4,695)	2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,306			2,306
Other comprehensive income (loss), net	(93)					(93)
Stock issued under stock plans (in shares)		5
Stock issued under stock plans	5	$ 0	5
Stock-based compensation expense	118		118
Repurchase of stock - repurchase program	(259)				(259)
Repurchase of stock (in shares)		(1)
Repurchase of stock - withholdings on employee equity awards	$ (102)	$ 0	(12)	(90)
Cash dividends declared (per share)	$ 0.10
Balance (in shares) at Dec. 02, 2021		1,220
Balance at Dec. 02, 2021	$ 45,908	$ 122	9,564	41,267	(4,954)	(91)
Balance (in shares) at Sep. 02, 2021	1,216	1,216
Balance at Sep. 02, 2021	$ 43,933	$ 122	9,453	39,051	(4,695)	2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	4,569
Other comprehensive income (loss), net	$ (140)
Balance (in shares) at Mar. 03, 2022	1,223	1,223
Balance at Mar. 03, 2022	$ 47,845	$ 122	9,816	43,407	(5,362)	(138)
Balance (in shares) at Dec. 02, 2021		1,220
Balance at Dec. 02, 2021	45,908	$ 122	9,564	41,267	(4,954)	(91)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,263			2,263
Other comprehensive income (loss), net	(47)					(47)
Stock issued under stock plans (in shares)		4
Stock issued under stock plans	124	$ 0	124
Stock-based compensation expense	129		129
Repurchase of stock - repurchase program	(408)				(408)
Repurchase of stock (in shares)		(1)
Repurchase of stock - withholdings on employee equity awards	(11)	$ 0	(1)	(10)
Dividends and dividend equivalents declared ($0.10 per share)	$ (113)			(113)
Cash dividends declared (per share)	$ 0.10
Balance (in shares) at Mar. 03, 2022	1,223	1,223
Balance at Mar. 03, 2022	$ 47,845	$ 122	$ 9,816	$ 43,407	$ (5,362)	$ (138)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Mar. 03, 2022	Mar. 04, 2021
Cash flows from operating activities
Net income	$ 4,569	$ 1,406
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets	3,413	3,036
Stock-based compensation	247	189
(Gain) loss on debt repurchases and conversions	83	0
Change in operating assets and liabilities
Receivables	(44)	533
Inventories	(900)	629
Accounts payable and accrued expenses	107	(777)
Other	91	8
Net cash provided by operating activities	7,566	5,024
Cash flows from investing activities
Expenditures for property, plant, and equipment	(5,876)	(5,756)
Purchases of available-for-sale securities	(922)	(1,349)
Proceeds from sale of Lehi, Utah fab	893	0
Proceeds from maturities of available-for-sale securities	631	746
Proceeds from sales of available-for-sale securities	172	178
Proceeds from government incentives	66	176
Other	(140)	31
Net cash provided by (used for) investing activities	(5,176)	(5,974)
Cash flows from financing activities
Repayments of debt	(1,981)	(103)
Repurchases of common stock - repurchase program	(667)	0
Payments of dividends to shareholders	(224)	0
Repurchases of common stock - withholdings on employee equity awards	(112)	(78)
Payments on equipment purchase contracts	(105)	(123)
Proceeds from issuance of debt	2,000	0
Other	110	95
Net cash provided by (used for) financing activities	(979)	(209)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash	(16)	43
Net increase (decrease) in cash, cash equivalents, and restricted cash	1,395	(1,116)
Cash, cash equivalents, and restricted cash at beginning of period	7,829	7,690
Cash, cash equivalents, and restricted cash at end of period	$ 9,224	$ 6,574

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Mar. 03, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies For a discussion of our significant accounting policies, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended September 2, 2021. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended September 2, 2021. Basis of Presentation The accompanying consolidated financial statements include the accounts of Micron and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended September 2, 2021. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. Certain reclassifications have been made to prior period amounts to conform to current period presentation. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2022 and 2021 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended September 2, 2021.

Lehi, Utah Fab and 3D XPoint	6 Months Ended
Lehi, Utah Fab and 3D XPoint	Mar. 03, 2022
Lehi, Utah Facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lehi, Utah Fab and 3D XPoint	Lehi, Utah Fab and 3D XPoint In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi, Utah that was dedicated to 3D XPoint production. As a result, we classified the property, plant, and equipment as held for sale as of the second quarter of 2021 and ceased depreciating the assets. On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to TI and closed the sale on October 22, 2021. In the first quarter of 2022, we received $893 million from TI for the sale of the Lehi facility and disposed of $918 million of net assets, consisting primarily of property, plant, and equipment of $921 million; $55 million of other assets, consisting primarily of a receivable for reimbursement of property taxes, equipment spare parts, and raw materials; and $58 million of liabilities, consisting primarily of a finance lease obligation. As a result of the disposition of the Lehi facility and other related adjustments, we recognized a loss of $23 million included in restructure and asset impairments in the first quarter of 2022. In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection with the definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs. In the second quarter of 2021, we also recognized a charge of $49 million in cost of goods sold to write down 3D XPoint inventory in connection with our decision to cease further development of this technology.

Cash and Investments

6 Months Ended

Mar. 03, 2022

Investments [Abstract]

Cash and Investments

Substantially all of our marketable debt investments were classified as available-for-sale as of the dates noted below. Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:


	March 3, 2022								September 2, 2021
As of	Cash and Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value		Cash and Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value

Cash	$	7,810	$	—	$	—	$	7,810	$	5,796	$	—	$	—	$	5,796
Level 1(2)
Money market funds	103		—		—		103		38		—		—		38
Level 2(3)
Corporate bonds	—		616		1,126		1,742		9		429		1,134		1,572
Certificates of deposits	1,158		54		—		1,212		1,907		69		—		1,976
Asset-backed securities	—		72		504		576		8		95		509		612
Government securities	9		183		87		279		1		190		122		313
Commercial paper	36		81		—		117		4		87		—		91
	9,116		$	1,006	$	1,717	$	11,839	7,763		$	870	$	1,765	$	10,398
Restricted cash(4)	108								66
Cash, cash equivalents, and restricted cash	$	9,224							$	7,829

(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 by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of March 3, 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.

In addition to the amounts included in the table above, we had $196 million and $153 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of March 3, 2022 and September 2, 2021, respectively.

Receivables

6 Months Ended

Mar. 03, 2022

Receivables [Abstract]

Receivables


As of	March 3, 2022		September 2, 2021

Trade receivables	$	5,061	$	4,920
Income and other taxes	189		264
Other	134		127
	$	5,384	$	5,311

Inventories

6 Months Ended

Mar. 03, 2022

Inventory Disclosure [Abstract]

Inventories


As of	March 3, 2022		September 2, 2021

Finished goods	$	540	$	513
Work in process	4,222		3,469
Raw materials and supplies	621		505
	$	5,383	$	4,487

Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO. The change to FIFO was not material to any prior periods, and as such, prior periods were not retrospectively adjusted.

Property, Plant, and Equipment

6 Months Ended

Mar. 03, 2022

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment


As of	March 3, 2022		September 2, 2021

Land	$	280	$	280
Buildings	15,701		14,776
Equipment(1)	56,578		51,902
Construction in progress(2)	1,740		1,517
Software	1,115		987
	75,414		69,462
Accumulated depreciation	(39,243)		(36,249)
	$	36,171	$	33,213

(1)Includes costs related to equipment not placed into service of $2.69 billion as of March 3, 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.

Intangible Assets and Goodwill

6 Months Ended

Mar. 03, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill


	March 3, 2022				September 2, 2021
As of	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization

Product and process technology	$	718	$	(304)	$	633	$	(284)
Goodwill	1,228				1,228

In the first six months of 2022 and 2021, we capitalized $105 million and $49 million, respectively, for product and process technology with weighted-average useful lives of 7 years and 9 years, respectively. Amortization expense was $40 million and $41 million for the first six months of 2022 and 2021, respectively. Expected amortization expense is $42 million for the remainder of 2022, $75 million for 2023, $67 million for 2024, $47 million for 2025, and $38 million for 2026.

Leases

6 Months Ended

Mar. 03, 2022

Leases [Abstract]

Leases

The components of lease expense are presented below:


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Finance lease cost
Amortization of right-of-use asset	$	27	$	17	$	52	$	33
Interest on lease liability	6		5		12		10
Operating lease cost	30		27		59		54
	$	63	$	49	$	123	$	97

Supplemental cash flow information related to leases was as follows:


Six months ended	March 3, 2022		March 4, 2021

Cash flows used for operating activities
Finance leases	$	11	$	11
Operating leases	56		53
Cash flows used for financing activities from financing leases	52		41
Noncash acquisitions of right-of-use assets
Finance leases	304		68
Operating leases	68		21

Supplemental balance sheet information related to leases was as follows:


As of	March 3, 2022			September 2, 2021

Finance lease right-of-use assets (included in property, plant, and equipment and assets held for sale)	$	968		$	766
Current operating lease liabilities (included in accounts payable and accrued expenses)	58			55

Weighted-average remaining lease term (in years)
Finance leases	12			11
Operating leases	12			12
Weighted-average discount rate
Finance leases	2.65		%	3.14		%
Operating leases	2.62		%	2.63		%

As of March 3, 2022, maturities of lease liabilities were as follows:


For the year ending	Finance Leases		Operating Leases

Remainder of 2022	$	74	$	34
2023	131		62
2024	106		68
2025	91		56
2026	91		53
2027 and thereafter	649		440
Less imputed interest	(147)		(120)
	$	995	$	593

The table above excludes any lease liabilities for leases that have been executed but have not yet commenced. As of March 3, 2022, we had such lease liabilities relating to (1) operating lease payment obligations of $148 million for the initial 10-year lease term for a building, and (2) finance lease obligations of $218 million over a weighted-average 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.

Leases

The components of lease expense are presented below:


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Finance lease cost
Amortization of right-of-use asset	$	27	$	17	$	52	$	33
Interest on lease liability	6		5		12		10
Operating lease cost	30		27		59		54
	$	63	$	49	$	123	$	97

Supplemental cash flow information related to leases was as follows:


Six months ended	March 3, 2022		March 4, 2021

Cash flows used for operating activities
Finance leases	$	11	$	11
Operating leases	56		53
Cash flows used for financing activities from financing leases	52		41
Noncash acquisitions of right-of-use assets
Finance leases	304		68
Operating leases	68		21

Supplemental balance sheet information related to leases was as follows:


As of	March 3, 2022			September 2, 2021

Finance lease right-of-use assets (included in property, plant, and equipment and assets held for sale)	$	968		$	766
Current operating lease liabilities (included in accounts payable and accrued expenses)	58			55

Weighted-average remaining lease term (in years)
Finance leases	12			11
Operating leases	12			12
Weighted-average discount rate
Finance leases	2.65		%	3.14		%
Operating leases	2.62		%	2.63		%

As of March 3, 2022, maturities of lease liabilities were as follows:


For the year ending	Finance Leases		Operating Leases

Remainder of 2022	$	74	$	34
2023	131		62
2024	106		68
2025	91		56
2026	91		53
2027 and thereafter	649		440
Less imputed interest	(147)		(120)
	$	995	$	593

Accounts Payable and Accrued Expenses

6 Months Ended

Mar. 03, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses


As of	March 3, 2022		September 2, 2021

Accounts payable	$	1,924	$	1,744
Property, plant, and equipment	2,300		1,887
Salaries, wages, and benefits	705		984
Income and other taxes	367		364
Other	354		346
	$	5,650	$	5,325

Debt

6 Months Ended

Mar. 03, 2022

Debt Disclosure [Abstract]

Debt


	March 3, 2022										September 2, 2021
					Net Carrying Amount						Net Carrying Amount
As of	Stated Rate		Effective Rate		Current		Long-Term		Total		Current		Long-Term		Total

2024 Term Loan A	0.920	%	0.96	%	$	—	$	1,186	$	1,186	$	—	$	1,186	$	1,186
2026 Notes	4.975	%	5.07	%	—		498		498		—		498		498
2027 Notes(1)	4.185	%	4.27	%	—		868		868		—		901		901
2029 Notes	5.327	%	5.40	%	—		697		697		—		696		696
2030 Notes	4.663	%	4.73	%	—		846		846		—		846		846
2032 Green Bonds	2.703	%	2.77	%	—		994		994		—		—		—
2041 Notes	3.366	%	3.41	%	—		496		496		—		—		—
2051 Notes	3.477	%	3.52	%	—		496		496		—		—		—
Finance lease obligations	N/A		2.65	%	123		872		995		155		649		804
2023 Notes	N/A		N/A		—		—		—		—		1,247		1,247
2024 Notes	N/A		N/A		—		—		—		—		598		598
					$	123	$	6,953	$	7,076	$	155	$	6,621	$	6,776

(1)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 rate equal 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 value of our 2027 Notes reflects adjustments in fair value.

Debt Activity

The table below presents the effects of issuances and prepayments of debt in the first quarter of 2022:


	Increase (Decrease) in Principal		Increase (Decrease) in Carrying Value		Increase (Decrease) in Cash		Gain (Loss)

Issuances
2032 Green Bonds	$	1,000	$	994	$	994	$	—
2041 Notes	500		496		496		—
2051 Notes	500		496		496		—
Prepayments
2023 Notes	(1,250)		(1,247)		(1,281)		(34)
2024 Notes	(600)		(598)		(647)		(49)
	$	150	$	141	$	58	$	(83)

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.

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 a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal, 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 or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as defined in the indentures governing our Senior Unsecured Notes, we will be required to offer to purchase such notes at 101% of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Revolving Credit Facility

As of March 3, 2022, $2.50 billion was available to us under the Revolving Credit Facility and no amounts were outstanding. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid any time without penalty. Any amounts drawn under the Revolving Credit Facility would generally bear interest at a rate equal to LIBOR plus 1.00% to 1.75%, depending on our corporate credit ratings.

Maturities of Notes Payable

As of March 3, 2022, maturities of notes payable by fiscal year were as follows:


Remainder of 2022	$	—
2023	—
2024	—
2025	1,188
2026	500
2027 and thereafter	4,450
Unamortized discounts	(29)
Hedge accounting fair value adjustment	(28)
	$	6,081

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Contingencies	6 Months Ended
Contingencies	Mar. 03, 2022
Loss Contingency [Abstract]
Contingencies	Contingencies 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 or withdrawn, 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 in Fujian 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 infringe a 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, 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 infringe a 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, and offering 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 settlement agreement 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 those entities that enjoins them from manufacturing, selling, or importing certain Crucial and Ballistix-branded DRAM modules and solid-state drives in China. The affected products made up slightly more than 1% of our annualized revenue in 2018. We are complying with the ruling and have requested the Fuzhou Court to reconsider 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, the District 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. On April 28, 2021, Netlist, Inc. filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. and Micron Technology Texas, LLC in the U.S. District Court for the Western District of Texas. The first complaint alleges that a single U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are infringed by certain of our load-reduced dual in-line memory modules. Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs. On May 10, 2021, Vervain, LLC filed a patent infringement action against Micron, Micron Semiconductor Products, Inc., and Micron Technology Texas, LLC 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. Among other things, the above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products we manufacture, which account for substantially all of our revenue. Qimonda On 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 complaint seeks 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, and seeks 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. 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 the benefits 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 the joint 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. from ownership 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. On April 17, 2014, Micron and Micron B.V. filed a notice of appeal with the German Appeals Court challenging the District Court’s decision. After opening briefs, the Appeals Court held a hearing on the matter on July 9, 2015, and 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 January 25, 2018, the court-appointed expert issued a report concluding that the amount paid by Micron was within an acceptable fair-value range. The Appeals Court held a subsequent hearing on April 30, 2019, and on May 28, 2019, the Appeals Court remanded the case to the expert for supplemental expert opinion. On March 31, 2020, the expert presented a revised opinion to the Appeals Court which reaffirmed the earlier view that the amount paid by Micron was still within an acceptable range of fair value. On March 4, 2021, the Appeals Court issued an order setting forth a new legal view that whether the 2008 sale of Inotera Shares is voidable depends on the question whether, in October 2008, Qimonda had a restructuring plan in place, and whether Micron was aware of and reasonably relied on that restructuring plan sufficient to form a belief that Qimonda was not imminently illiquid. 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 September 3, 2019, the District Court granted Micron’s motion to dismiss and allowed the plaintiffs the opportunity to file a consolidated, amended complaint. On October 28, 2019, the plaintiffs filed a consolidated, amended complaint that purported to be on behalf of a nationwide class of indirect 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, and sought 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. On January 19, 2021, the plaintiffs filed a notice of appeal 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. On May 3, 2021, several plaintiffs filed a substantially identical complaint in the U.S. District Court for the Northern District of California purportedly on behalf of a nationwide class of indirect purchasers of DRAM products. On July 19, 2021, the District Court dismissed the May 3, 2021 complaint pursuant to an agreement between the plaintiffs and Micron providing that the plaintiffs could refile the complaint if the District Court’s December 21, 2020 dismissal order were not affirmed on appeal. 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, and other injunctive and equitable relief. On December 21, 2020, the District Court granted Micron’s motion to dismiss and granted the plaintiffs permission to file a further amended complaint. 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 a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit. Additionally, six cases have been filed in the following Canadian courts on the dates indicated: Superior Court of Quebec (April 30, 2018 and May 3, 2018), the Federal Court of Canada (May 2, 2018), the Ontario Superior Court of 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 was investigating 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 information as part of its investigation. We are cooperating with SAMR in its investigation. Securities Matters On March 5, 2019, a derivative complaint was filed by a shareholder against certain current and former officers and directors of Micron, allegedly on behalf of and for the benefit of Micron, in the U.S. District Court for the District of Delaware 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 the District 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 in diversifying 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 governance and internal procedures. Other Matters On June 13, 2019, current Micron employee, Chris Manning, filed a putative class action lawsuit on behalf of Micron employees subject to the Idaho Wage Claim Act who earned a performance-based bonus after the conclusion of 2018 whose performance rating was calculated based upon a mandatory percentage distribution range of performance ratings. On July 12, 2019, Manning and three other Company employees filed an amended complaint as putative class action representatives. On behalf of themselves and the putative class, Manning and the three other plaintiffs assert claims for violation of the Idaho Wage Claim Act, breach of contract, breach of the covenant of good faith and fair dealing, and fraud. On June 24, 2020, the court entered judgment in favor of Micron based on the statute of limitations, and the plaintiffs filed a notice of appeal on July 23, 2020. On March 9, 2022, the Supreme Court of Idaho affirmed the judgment in favor of Micron. On July 31, 2020, Micron and Intel entered into a binding arbitration agreement under which the parties agreed to present to an arbitral panel various financial disputes related to the former IMFT joint venture between Micron and Intel, which ended October 31, 2019, and to other agreements related to the joint development, production, and sale of non-volatile memory products. We expect the arbitration process to be completed in the third quarter of 2022. On July 13, 2015, Allied Telesis, Inc. and Allied Telesis International (Asia) Pte Ltd. filed a complaint against Micron in the Superior Court of California in Santa Clara alleging breach of implied and express warranties and fraudulent inducement to contract arising from plaintiffs’ purchase of certain allegedly defective DDR1 products between 2008 and 2010. Through subsequent amendments to the complaint, the plaintiffs substituted Allied Telesis K.K. as plaintiff, withdrew the warranty claims, and added claims of fraudulent concealment, negligent misrepresentation, negligence, and strict products liability. On January 28, 2022, the plaintiff dismissed its complaint against Micron pursuant to a settlement agreement. In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition. Contingency Assessment We are unable to predict the outcome 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 a material adverse effect on our business, results of operations, or financial condition. We are currently a party to legal actions other than those described in this note arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition.

Equity

6 Months Ended

Mar. 03, 2022

Equity [Abstract]

Equity

Micron Shareholders’ Equity

Common 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-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 of available cash. In the second quarter and first six months of 2022, we repurchased 4.8 million shares of our common stock for $408 million, and 8.4 million shares of our common stock for $667 million, respectively. Through March 3, 2022, we had repurchased an aggregate of $4.70 billion under the authorization. The shares repurchased were recorded as treasury stock.

Dividends: In the second quarter of 2022, we declared and paid dividends of $112 million ($0.10 per share) to shareholders of record as of January 3, 2022. In the first quarter of 2022, we paid dividends of $112 million ($0.10 per share) that were declared in the fourth quarter of 2021. On March 29, 2022, our Board of Directors declared a quarterly dividend of $0.10 per share, payable in cash on April 26, 2022, to shareholders of record as of the close of business on April 11, 2022.

Accumulated Other Comprehensive Income (Loss): Changes in accumulated other comprehensive income (loss) by component for the six months ended March 3, 2022 were as follows:


	Gains (Losses) on Derivative Instruments		Pension Liability Adjustments		Unrealized Gains (Losses) on Investments		Cumulative Foreign Currency Translation Adjustment		Total

As of September 2, 2021	$	(22)	$	22	$	1	$	1	$	2
Other comprehensive income (loss) before reclassifications	(157)		—		(27)		1		(183)
Amount reclassified out of accumulated other comprehensive income (loss)	4		(1)		1		—		4
Tax effects	33		—		6		—		39
Other comprehensive income (loss)	(120)		(1)		(20)		1		(140)
As of March 3, 2022	$	(142)	$	21	$	(19)	$	2	$	(138)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

6 Months Ended

Mar. 03, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The estimated fair values and carrying values of our outstanding debt instruments were as follows:


	March 3, 2022				September 2, 2021
As of	Fair Value		Carrying Value		Fair Value		Carrying Value

Notes	$	6,193	$	6,081	$	6,584	$	5,973

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Instruments

6 Months Ended

Mar. 03, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments


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

As of March 3, 2022
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	4,743	$	2	$	(122)
Cash flow commodity hedges	56		7		—
Fair value interest rate hedges	900		—		(28)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	1,348		6		(4)
			$	15	$	(154)

As of September 2, 2021
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	3,601	$	10	$	(66)
Cash flow commodity hedges	45		2		—
Fair value interest rate hedges	900		5		—

Derivative instruments without hedge accounting designation
Non-designated currency hedges	996		3		(2)
			$	20	$	(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 on market-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 of $70 million and $170 million for the second quarter and first six months of 2022, respectively, and losses of $30 million for the second quarter of 2021 in accumulated other comprehensive income from cash flow hedges. The amounts recognized for the first six months of 2021 were not significant. As of March 3, 2022, we expect to reclassify $75 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. When a derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, the remaining unamortized difference between the carrying value of the hedged item at that time and the face value of the 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. The effects of fair value hedges on our consolidated statements of operations, recognized in interest expense, were not significant for the periods presented.

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 to market. 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 in currency exchange rates are included in other non-operating income (expense), net. The amounts recognized for derivative instruments without hedge accounting designation were not significant for the periods presented.

Equity Plans

6 Months Ended

Mar. 03, 2022

Share-based Payment Arrangement [Abstract]

Equity Plans

As of March 3, 2022, 97 million shares of our common stock were available for future awards under our equity plans.

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

Restricted Stock Awards activity is summarized as follows:



Six months ended	March 3, 2022			March 4, 2021

Restricted stock award shares granted		10			10
Weighted-average grant-date fair value per share		$	71.31		$	52.02

In the first quarter of 2022, our Board of Directors approved dividend equivalent rights for unvested restricted stock units awarded on or after October 13, 2021.

Employee Stock Purchase Plan (“ESPP”)

For each six month period ended March 3, 2022 and March 4, 2021, we issued 2 million shares at a per share price of $65.94 and $42.55, respectively.

Stock-based Compensation Expense

Stock based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of $46 million and $30 million was capitalized and remained in inventory as of March 3, 2022 and September 2, 2021, respectively.


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Stock-based compensation expense by caption
Cost of goods sold	$	45	$	57	$	88	$	98
Research and development	45		29		83		53
Selling, general, and administrative	30		26		65		53
Restructure	—		—		(5)		—
	$	120	$	112	$	231	$	204

Stock-based compensation expense by type of award
Restricted stock awards	$	104	$	94	$	200	$	171
ESPP	16		15		30		27
Stock options	—		3		1		6
	$	120	$	112	$	231	$	204

As of March 3, 2022, $1.12 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the second quarter of 2026, resulting in a weighted-average period of 1.4 years.

Revenue and Customer Contract Liabilities

6 Months Ended

Mar. 03, 2022

Revenue from Contract with Customer [Abstract]

Revenue and Customer Contract Liabilities

Revenue by Technology


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

DRAM	$	5,719	$	4,444	$	11,306	$	8,500
NAND	1,957		1,650		3,835		3,224
Other (primarily 3D XPoint memory and NOR)	110		142		332		285
	$	7,786	$	6,236	$	15,473	$	12,009

See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

Customer Contract Liabilities

As of March 3, 2022 and September 2, 2021, other current liabilities included $78 million and $74 million, respectively, of advance payments received from our customers to secure product in future periods. Revenue for the first six months of 2022 included $74 million recognized as a result of satisfying our performance obligation to ship product against customer advances that existed as of September 2, 2021.

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers 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 performance obligations that extend beyond one year. As of March 3, 2022, our future performance obligations beyond one year were not significant.

As of March 3, 2022 and September 2, 2021, other current liabilities included $1.02 billion and $846 million, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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+ Details

Restructure and Asset Impairments

6 Months Ended

Mar. 03, 2022

Restructuring and Related Activities [Abstract]

Restructure and Asset Impairments


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Restructure and asset impairments	$	5	$	5	$	43	$	13

Restructure and asset impairments for the first six months of 2022 primarily related to the sale of our Lehi, Utah facility. See “Lehi, Utah Fab and 3D XPoint.”

Other Operating (Income) Expense, Net

6 Months Ended

Mar. 03, 2022

Other Income and Expenses [Abstract]

Other Operating (Income) Expense, Net


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Patent license charges	$	—	$	128	$	—	$	128
Other	70		(2)		(5)		(1)
	$	70	$	126	$	(5)	$	127

Other Non-Operating Income (Expense), Net

6 Months Ended

Mar. 03, 2022

Other Nonoperating Income (Expense) [Abstract]

Other Non-Operating Income (Expense), Net


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Gain (loss) on debt repurchases and conversions	$	—	$	—	$	(83)	$	—
Other	6		4		14		17
	$	6	$	4	$	(69)	$	17

Income Taxes

6 Months Ended

Mar. 03, 2022

Income Tax Disclosure [Abstract]

Income Taxes

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


	Quarter ended						Six months ended
	March 3, 2022			March 4, 2021			March 3, 2022			March 4, 2021

Income before taxes	$	2,509		$	635		$	5,030		$	1,476
Income tax (provision) benefit	(255)			(48)			(474)			(99)
Effective tax rate	10.2		%	7.6		%	9.4		%	6.7		%

We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements reduced our tax provision by $304 million (benefiting our diluted earnings per share by $0.27) and $594 million ($0.53 per diluted share) for the second quarter and first six months of 2022, respectively, and by $45 million ($0.04 per diluted share) and $101 million ($0.09 per diluted share) for the second quarter and first six months of 2021, respectively.

As of March 3, 2022, gross unrecognized tax benefits were $700 million, substantially all of which would affect our effective tax rate in the future, if recognized. Amounts accrued for interest and penalties related to uncertain tax positions were not significant for any period presented. We are currently under audit by the U.S. Internal Revenue Service for our 2018 and 2019 tax years. We believe that adequate amounts of taxes and related interest and penalties have been provided.

On March 16, 2022, the Idaho governor signed a new law that is expected to reduce our Idaho taxable income and as a result, we do not expect to utilize our tax credits in Idaho for the foreseeable future. We are in the process of assessing the impact of the new law but currently estimate it to result in a valuation allowance against Idaho’s net deferred tax assets and an increase to tax expense of approximately $200 million in the third quarter of 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
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-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings Per Share

6 Months Ended

Mar. 03, 2022

Earnings Per Share [Abstract]

Earnings Per Share


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Net income – Basic and Diluted	$	2,263	$	603	$	4,569	$	1,406

Weighted-average common shares outstanding – Basic	1,119		1,120		1,119		1,118
Dilutive effect of equity plans and convertible notes	11		24		11		21
Weighted-average common shares outstanding – Diluted	1,130		1,144		1,130		1,139

Earnings per share
Basic	$	2.02	$	0.54	$	4.08	$	1.26
Diluted	2.00		0.53		4.04		1.23

Antidilutive potential common stock shares that could dilute basic earnings per share in the future were 2 million in each period presented above.

Segment and Other Information

6 Months Ended

Mar. 03, 2022

Segment Reporting [Abstract]

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 mobile-device 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.

Embedded Business Unit (“EBU”): Includes memory and storage products sold into automotive, industrial, and consumer markets.

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.


	Quarter ended				Six months ended
	March 3, 2022		March 4, 2021		March 3, 2022		March 4, 2021

Revenue
CNBU	$	3,461	$	2,636	$	6,867	$	5,182
MBU	1,875		1,811		3,782		3,312
SBU	1,171		850		2,321		1,761
EBU	1,277		935		2,497		1,744
All Other	2		4		6		10
	$	7,786	$	6,236	$	15,473	$	12,009

Operating income (loss)
CNBU	$	1,562	$	709	$	3,086	$	1,192
MBU	588		464		1,212		834
SBU	178		(59)		330		(55)
EBU	421		141		843		257
All Other	1		2		4		2
	2,750		1,257		5,475		2,230

Unallocated
Stock-based compensation	(119)		(112)		(235)		(204)
Inventory accounting policy change to FIFO	—		(133)		—		(133)
Change in inventory cost absorption	—		(160)		—		(160)
3D XPoint inventory write-down	—		(49)		—		(49)
Patent license charges	—		(128)		—		(128)
Restructure and asset impairments	(5)		(5)		(43)		(13)
Other	(80)