0000723125-23-000022 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Mar. 02, 2023	Mar. 23, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 02, 2023
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		1,094,394,354
Entity Central Index Key	0000723125
Current Fiscal Year End Date	--08-31
Document Fiscal Year Focus	2023
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. 02, 2023	Mar. 03, 2022	Mar. 02, 2023	Mar. 03, 2022
Income Statement [Abstract]
Revenue	$ 3,693	$ 7,786	$ 7,778	$ 15,473
Cost of goods sold	4,899	4,110	8,091	8,232
Gross margin	(1,206)	3,676	(313)	7,241
Research and development	788	792	1,637	1,504
Selling, general, and administrative	231	263	482	522
Restructure and asset impairments	86	5	99	43
Other operating (income) expense, net	(8)	70	(19)	(5)
Operating income (loss)	(2,303)	2,546	(2,512)	5,177
Interest income	119	12	207	22
Interest expense	(89)	(55)	(140)	(100)
Other non-operating income (expense), net	2	6	(2)	(69)
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees	(2,271)	2,509	(2,447)	5,030
Income tax (provision) benefit	(54)	(255)	(62)	(474)
Equity in net income (loss) of equity method investees	13	9	2	13
Net income (loss)	$ (2,312)	$ 2,263	$ (2,507)	$ 4,569
Earnings (loss) per share
Basic (in dollars per share)	$ (2.12)	$ 2.02	$ (2.30)	$ 4.08
Diluted (in dollars per share)	$ (2.12)	$ 2.00	$ (2.30)	$ 4.04
Number of shares used in per share calculations
Basic (in shares)	1,091	1,119	1,091	1,119
Diluted (in shares)	1,091	1,130	1,091	1,130

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 02, 2023	Mar. 03, 2022	Mar. 02, 2023	Mar. 03, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (2,312)	$ 2,263	$ (2,507)	$ 4,569
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments	92	(34)	200	(120)
Gains (losses) on investments	7	(13)	(12)	(20)
Foreign currency translation adjustments	1	1	(2)	1
Pension liability adjustments	0	(1)	1	(1)
Other comprehensive income (loss)	100	(47)	187	(140)
Total comprehensive income (loss)	$ (2,212)	$ 2,216	$ (2,320)	$ 4,429

- 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. 02, 2023

Sep. 01, 2022

Assets

Cash and equivalents

$ 9,798

$ 8,262

Short-term investments

1,020

1,069

Receivables

2,278

5,130

Inventories

8,129

6,663

Other current assets

673

657

Total current assets

21,898

21,781

Long-term marketable investments

^[1]

1,212

1,647

Property, plant, and equipment

39,085

38,549

Operating lease right-of-use assets

673

678

Intangible assets

410

421

Deferred tax assets

697

702

Goodwill

1,228

Other noncurrent assets

1,317

1,277

Total assets

66,520

66,283

Liabilities and equity

Accounts payable and accrued expenses

4,310

6,090

Current debt

237

103

Other current liabilities

708

1,346

Total current liabilities

5,255

7,539

Long-term debt

12,037

6,803

Noncurrent operating lease liabilities

610

Noncurrent unearned government incentives

529

589

Other noncurrent liabilities

832

835

Total liabilities

19,263

16,376

Commitments and contingencies

Shareholders’ equity

Common stock, $0.10 par value, 3,000 shares authorized, 1,235 shares issued and 1,094 outstanding (1,226 shares issued and 1,094 outstanding as of September 1, 2022)

123

Additional capital

10,633

10,197

Retained earnings

44,426

47,274

Treasury stock, 141 shares held (132 shares as of September 1, 2022)

(7,552)

(7,127)

Accumulated other comprehensive income (loss)

(373)

(560)

Total equity

47,257

49,907

Total liabilities and equity

$ 66,520

$ 66,283

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

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions	Mar. 02, 2023	Sep. 01, 2022
Shareholders’ 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)	1,235	1,226
Common Stock, outstanding (in shares)	1,094	1,094
Treasury Stock, held (in shares)	141	132

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. 02, 2021		1,216
Balance of total equity at Sep. 02, 2021	$ 43,933	$ 122	$ 9,453	$ 39,051	$ (4,695)	$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	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 - withholdings on employee equity awards (in shares)		(1)
Repurchase of stock - withholdings on employee equity awards	(102)	$ 0	(12)	(90)
Balance (in shares) at Dec. 02, 2021		1,220
Balance of total equity at Dec. 02, 2021	45,908	$ 122	9,564	41,267	(4,954)	(91)
Balance (in shares) at Sep. 02, 2021		1,216
Balance of total equity at Sep. 02, 2021	43,933	$ 122	9,453	39,051	(4,695)	2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	4,569
Other comprehensive income (loss), net	(140)
Balance (in shares) at Mar. 03, 2022		1,223
Balance of total equity at Mar. 03, 2022	47,845	$ 122	9,816	43,407	(5,362)	(138)
Balance (in shares) at Dec. 02, 2021		1,220
Balance of total equity at Dec. 02, 2021	45,908	$ 122	9,564	41,267	(4,954)	(91)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	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 - withholdings on employee equity awards (in shares)		(1)
Repurchase of stock - withholdings on employee equity awards	$ (11)	$ 0	(1)	(10)
Cash dividends declared (per share)	$ 0.10
Dividends and dividend equivalents declared	$ (113)			(113)
Balance (in shares) at Mar. 03, 2022		1,223
Balance of total equity at Mar. 03, 2022	$ 47,845	$ 122	9,816	43,407	(5,362)	(138)
Balance (in shares) at Sep. 01, 2022	1,226	1,226
Balance of total equity at Sep. 01, 2022	$ 49,907	$ 123	10,197	47,274	(7,127)	(560)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(195)			(195)
Other comprehensive income (loss), net	87					87
Stock issued under stock plans (in shares)		8
Stock issued under stock plans	7	$ 0	7
Stock-based compensation expense	146		146
Repurchase of stock - repurchase program	(425)				(425)
Repurchase of stock - withholdings on employee equity awards (in shares)		(2)
Repurchase of stock - withholdings on employee equity awards	$ (95)	$ 0	(15)	(80)
Cash dividends declared (per share)	$ 0.115
Dividends and dividend equivalents declared	$ (126)			(126)
Balance (in shares) at Dec. 01, 2022		1,232
Balance of total equity at Dec. 01, 2022	$ 49,306	$ 123	10,335	46,873	(7,552)	(473)
Balance (in shares) at Sep. 01, 2022	1,226	1,226
Balance of total equity at Sep. 01, 2022	$ 49,907	$ 123	10,197	47,274	(7,127)	(560)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(2,507)
Other comprehensive income (loss), net	$ 187
Balance (in shares) at Mar. 02, 2023	1,235	1,235
Balance of total equity at Mar. 02, 2023	$ 47,257	$ 123	10,633	44,426	(7,552)	(373)
Balance (in shares) at Dec. 01, 2022		1,232
Balance of total equity at Dec. 01, 2022	49,306	$ 123	10,335	46,873	(7,552)	(473)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(2,312)			(2,312)
Other comprehensive income (loss), net	100					100
Stock issued under stock plans (in shares)		3
Stock issued under stock plans	142	$ 0	142
Stock-based compensation expense	157		157
Repurchase of stock - withholdings on employee equity awards (in shares)		0
Repurchase of stock - withholdings on employee equity awards	$ (8)	$ 0	(1)	(7)
Cash dividends declared (per share)	$ 0.115
Dividends and dividend equivalents declared	$ (128)			(128)
Balance (in shares) at Mar. 02, 2023	1,235	1,235
Balance of total equity at Mar. 02, 2023	$ 47,257	$ 123	$ 10,633	$ 44,426	$ (7,552)	$ (373)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Mar. 02, 2023	Mar. 03, 2022
Cash flows from operating activities
Net income (loss)	$ (2,507)	$ 4,569
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets	3,863	3,413
Provision to write-down inventories to net realizable value	1,430	0
Stock-based compensation	303	247
(Gain) loss on debt repurchases	0	83
Change in operating assets and liabilities:
Receivables	2,910	(44)
Inventories	(2,896)	(900)
Accounts payable and accrued expenses	(1,795)	107
Other	(22)	91
Net cash provided by operating activities	1,286	7,566
Cash flows from investing activities
Expenditures for property, plant, and equipment	(4,654)	(5,876)
Purchases of available-for-sale securities	(293)	(922)
Proceeds from maturities of available-for-sale securities	765	631
Proceeds from government incentives	64	66
Proceeds from sales of available-for-sale securities	8	172
Proceeds from sale of Lehi, Utah fab	0	893
Other	(71)	(140)
Net cash provided by (used for) investing activities	(4,181)	(5,176)
Cash flows from financing activities
Proceeds from issuance of debt	5,221	2,000
Repurchases of common stock - repurchase program	(425)	(667)
Payments of dividends to shareholders	(252)	(224)
Payments on equipment purchase contracts	(76)	(105)
Repayments of debt	(53)	(1,981)
Other	19	(2)
Net cash provided by (used for) financing activities	4,434	(979)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash	9	(16)
Net increase (decrease) in cash, cash equivalents, and restricted cash	1,548	1,395
Cash, cash equivalents, and restricted cash at beginning of period	8,339	7,829
Cash, cash equivalents, and restricted cash at end of period	$ 9,887	$ 9,224

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Mar. 02, 2023
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 1, 2022. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended September 1, 2022. Basis of Presentation The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended September 1, 2022. 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 2023 and 2022 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 1, 2022.

Cash and Investments

6 Months Ended

Mar. 02, 2023

Investments and Cash [Abstract]

Cash and Investments

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


	March 2, 2023								September 1, 2022
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	$	6,222	$	—	$	—	$	6,222	$	6,055	$	—	$	—	$	6,055
Level 1(2)
Money market funds	1,893		—		—		1,893		1,196		—		—		1,196
Level 2(3)
Certificates of deposit	1,654		61		—		1,715		976		50		—		1,026
Corporate bonds	10		761		700		1,471		—		759		995		1,754
Asset-backed securities	—		13		475		488		—		20		608		628
Government securities	10		101		37		148		2		155		44		201
Commercial paper	9		84		—		93		33		85		—		118
	9,798		$	1,020	$	1,212	$	12,030	8,262		$	1,069	$	1,647	$	10,978
Restricted cash(4)	89								77
Cash, cash equivalents, and restricted cash	$	9,887							$	8,339

(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 2, 2023 or September 1, 2022.

(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 or which will be returned if performance conditions are not met.

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 $218 million and $222 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of March 2, 2023 and September 1, 2022, respectively.

Receivables

6 Months Ended

Mar. 02, 2023

Receivables [Abstract]

Receivables


As of	March 2, 2023		September 1, 2022

Trade receivables	$	1,891	$	4,765
Income and other taxes	215		251
Other	172		114
	$	2,278	$	5,130

Inventories

6 Months Ended

Mar. 02, 2023

Inventory Disclosure [Abstract]

Inventories


As of	March 2, 2023		September 1, 2022

Finished goods	$	1,631	$	1,028
Work in process	5,653		4,830
Raw materials and supplies	845		805
	$	8,129	$	6,663

In the second quarter of 2023, we recorded a charge of $1.43 billion to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable values.

Property, Plant, and Equipment

6 Months Ended

Mar. 02, 2023

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment


As of	March 2, 2023		September 1, 2022

Land	$	279	$	280
Buildings	17,401		16,676
Equipment(1)	64,279		61,354
Construction in progress(2)	2,093		1,897
Software	1,247		1,124
	85,299		81,331
Accumulated depreciation	(46,214)		(42,782)
	$	39,085	$	38,549

(1)Includes costs related to equipment not placed into service of $3.43 billion as of March 2, 2023 and $3.35 billion as of September 1, 2022.

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

Intangible Assets

6 Months Ended

Mar. 02, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure

Intangible Assets


	March 2, 2023						September 1, 2022
As of	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Product and process technology	$	740	$	(330)	$	410	$	742	$	(321)	$	421

In the first six months of 2023 and 2022, we capitalized $51 million and $105 million, respectively, for product and process technology with weighted-average useful lives of 10 years, and 7 years, respectively. Amortization expense was $45 million and $40 million for the first six months of 2023 and 2022, respectively. Expected amortization expense is $42 million for the remainder of 2023, $73 million for 2024, $52 million for 2025, $46 million for 2026, and $40 million for 2027.

Leases

6 Months Ended

Mar. 02, 2023

Leases [Abstract]

Leases, Finance

Leases

The components of lease cost are presented below:


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Finance lease cost
Amortization of right-of-use assets	$	25	$	27	$	49	$	52
Interest on lease liabilities	6		6		12		12
Operating lease cost(1)	31		30		67		59
	$	62	$	63	$	128	$	123

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

Supplemental cash flow information related to leases was as follows:


Six months ended	March 2, 2023		March 3, 2022

Cash flows used for operating activities
Finance leases	$	11	$	11
Operating leases	60		56
Cash flows used for financing activities – Finance leases	53		52
Noncash acquisitions of right-of-use assets
Finance leases	225		304
Operating leases	35		68

Supplemental balance sheet information related to leases was as follows:


As of	March 2, 2023			September 1, 2022

Finance lease right-of-use assets (included in property, plant, and equipment)	$	1,084		$	904
Current operating lease liabilities (included in accounts payable and accrued expenses)	60			60

Weighted-average remaining lease term (in years)
Finance leases	10			12
Operating leases	11			12
Weighted-average discount rate
Finance leases	2.40		%	2.65		%
Operating leases	3.06		%	2.90		%

As of March 2, 2023, maturities of lease liabilities by fiscal year were as follows:


For the year ending	Finance Leases		Operating Leases

Remainder of 2023	$	78	$	13
2024	152		73
2025	138		73
2026	129		72
2027	126		72
2028 and thereafter	619		524
Less imputed interest	(171)		(156)
	$	1,071	$	671

The table above excludes obligations for leases that have been executed but have not yet commenced. As of March 2, 2023, excluded obligations consisted of $195 million of estimated finance lease payments over a weighted-average period of 11 years for gas supply arrangements deemed to contain embedded leases and equipment leases. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

Leases, Operating

Leases

The components of lease cost are presented below:


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Finance lease cost
Amortization of right-of-use assets	$	25	$	27	$	49	$	52
Interest on lease liabilities	6		6		12		12
Operating lease cost(1)	31		30		67		59
	$	62	$	63	$	128	$	123

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

Supplemental cash flow information related to leases was as follows:


Six months ended	March 2, 2023		March 3, 2022

Cash flows used for operating activities
Finance leases	$	11	$	11
Operating leases	60		56
Cash flows used for financing activities – Finance leases	53		52
Noncash acquisitions of right-of-use assets
Finance leases	225		304
Operating leases	35		68

Supplemental balance sheet information related to leases was as follows:


As of	March 2, 2023			September 1, 2022

Finance lease right-of-use assets (included in property, plant, and equipment)	$	1,084		$	904
Current operating lease liabilities (included in accounts payable and accrued expenses)	60			60

Weighted-average remaining lease term (in years)
Finance leases	10			12
Operating leases	11			12
Weighted-average discount rate
Finance leases	2.40		%	2.65		%
Operating leases	3.06		%	2.90		%

As of March 2, 2023, maturities of lease liabilities by fiscal year were as follows:


For the year ending	Finance Leases		Operating Leases

Remainder of 2023	$	78	$	13
2024	152		73
2025	138		73
2026	129		72
2027	126		72
2028 and thereafter	619		524
Less imputed interest	(171)		(156)
	$	1,071	$	671

Accounts Payable and Accrued Expenses

6 Months Ended

Mar. 02, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses


As of	March 2, 2023		September 1, 2022

Accounts payable	$	1,689	$	2,142
Property, plant, and equipment	1,712		2,170
Salaries, wages, and benefits	320		877
Income and other taxes	241		420
Other	348		481
	$	4,310	$	6,090

Debt

6 Months Ended

Mar. 02, 2023

Debt Disclosure [Abstract]

Debt


	March 2, 2023										September 1, 2022
					Net Carrying Amount						Net Carrying Amount
As of	Stated Rate		Effective Rate		Current		Long-Term		Total		Current		Long-Term		Total

2024 Term Loan A	5.340	%	5.38	%	$	—	$	1,187	$	1,187	$	—	$	1,187	$	1,187
2025 Term Loan A	5.968	%	6.10	%	—		1,050		1,050		—		—		—
2026 Term Loan A	6.093	%	6.23	%	49		946		995		—		—		—
2027 Term Loan A	6.218	%	6.36	%	57		1,092		1,149		—		—		—
2026 Notes	4.975	%	5.07	%	—		499		499		—		498		498
2027 Notes(1)	4.185	%	4.27	%	—		783		783		—		806		806
2029 A Notes	5.327	%	5.40	%	—		697		697		—		697		697
2029 B Notes	6.750	%	6.54	%	—		1,264		1,264		—		—		—
2030 Notes	4.663	%	4.73	%	—		846		846		—		846		846
2032 Green Bonds	2.703	%	2.77	%	—		995		995		—		994		994
2033 Notes	5.875	%	5.96	%	—		745		745		—		—		—
2041 Notes	3.366	%	3.41	%	—		497		497		—		496		496
2051 Notes	3.477	%	3.52	%	—		496		496		—		496		496
Finance lease obligations	N/A		2.40	%	131		940		1,071		103		783		886
					$	237	$	12,037	$	12,274	$	103	$	6,803	$	6,906

(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 values of our 2027 Notes reflect adjustments in fair value.

Debt Activity

The table below presents the effects of debt financing activities in the first six months of 2023.


	Increase in Principal		Increase in Carrying Value		Increase in Cash

2025 Term Loan A	$	1,052	$	1,050	$	1,050
2026 Term Loan A	996		994		994
2027 Term Loan A	1,152		1,149		1,149
2029 B Notes	1,250		1,264		1,264
2033 Notes	750		745		745
	$	5,200	$	5,202	$	5,202

Term Loan Agreements

On November 3, 2022, we entered into a term loan agreement consisting of three tranches and borrowed $2.60 billion in aggregate principal amount, including $927 million due November 3, 2025; $746 million due November 3, 2026; and $927 million due November 3, 2027 (the “Term Loan Agreement”). We incurred aggregate fees of $6 million in connection with these borrowings.

On January 5, 2023, we amended the Term Loan Agreement and borrowed an additional $600 million in aggregate principal amount, including $125 million due November 3, 2025, $250 million due November 3, 2026, and $225 million due November 3, 2027. The additional borrowings have terms that are identical to, and will be treated as a single class with, the three original tranches.

The 2026 Term Loan A and 2027 Term Loan A each require equal quarterly installment payments in an amount equal to 1.25% of the original principal amount. The 2025 Term Loan A does not require quarterly installment payments. Borrowings under the Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 1.00% to 2.00%, varying by tranche and depending on our corporate credit ratings. The Term Loan Agreement requires us to maintain, on a consolidated basis, a leverage ratio of total indebtedness to adjusted EBITDA, as defined in the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, except as described below.

On March 27, 2023, we further amended the Term Loan Agreement to provide that in lieu of the foregoing leverage ratio, during the fourth quarter of 2023 and each quarter of 2024, we will be required to maintain, on a consolidated basis, a net leverage ratio of total net indebtedness to adjusted EBITDA, as defined in the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, or alternatively, for up to three of such five quarters, we may elect to comply with a requirement of minimum liquidity, as defined in the Term Loan Agreement, of not less than $5.0 billion. Each of the leverage ratio and net leverage ratio maximums, as applicable, is subject to a temporary four quarter increase in such ratio to 3.75 to 1.00 following certain material acquisitions. Our obligations under the Term Loan Agreement are unsecured.

On March 27, 2023, we also amended the agreement governing the 2024 Term Loan A to align the leverage ratio covenant with the corresponding covenant in the Term Loan Agreement described above.

2029 B Notes and 2033 Notes

On October 31, 2022, we issued $750 million principal amount of senior unsecured 2029 B Notes in a public offering. The 2029 B Notes bear interest at a rate of 6.750% per year and will mature on November 1, 2029. Issuance costs and debt discount for these notes were $6 million.

On February 9, 2023, we issued an additional $500 million principal amount of 2029 B Notes at a $22 million premium. The additional notes have terms that are identical to the terms of the original 2029 B Notes other than the original offering price. Also on February 9, 2023, we issued $750 million principal amount of senior unsecured 2033 Notes. The 2033 Notes bear interest at a rate of 5.875% per year and will mature on February 9, 2033. Aggregate issuance costs for the February 9, 2023 offerings were $7 million.

We may redeem the 2029 B Notes and the 2033 Notes (the “Notes”), in whole or in part, at our option prior to their maturity dates at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, plus accrued interest in each case. We may also redeem the Notes, in whole or in part, at a price equal to par either two or three months prior to maturity in accordance with the terms of the Notes.

The Notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting stock and which own principal property, as defined in the indenture governing 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 indenture governing the 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 2, 2023, $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. The credit facility agreement provides for a transition to SOFR or other alternate benchmark rate upon the retirement of LIBOR in 2023.

On March 27, 2023, we amended the agreement governing the Revolving Credit Facility to align the leverage ratio covenant with the corresponding covenants in the Term Loan Agreement and 2024 Term Loan A described above.

Maturities of Notes Payable

As of March 2, 2023, maturities of notes payable by fiscal year were as follows:


Remainder of 2023	$	54
2024	107
2025	1,295
2026	1,659
2027	1,780
2028 and thereafter	6,443
Unamortized issuance costs, discounts, and premium, net	(21)
Hedge accounting fair value adjustment	(114)
	$	11,203

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Commitments	6 Months Ended
Commitments	Mar. 02, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments	Commitments In the second quarter of 2023, we entered into an 18-year power purchase agreement in Singapore to purchase up to 450 megawatts of power at variable prices. This contract, which begins in the fourth quarter of 2023, is expected to supply the majority of our power consumption needs in Singapore with more favorable pricing than our existing supply arrangements.

Contingencies	6 Months Ended
Contingencies	Mar. 02, 2023
Loss Contingency [Abstract]
Contingencies	Contingencies We are currently a party to legal actions other than those described below arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition. Patent Matters As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights. 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 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, 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, 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. 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. (“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 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 (“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 by certain of our LRDIMMs. The complaint seeks damages, costs, and 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. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D. Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. On August 15, 2022, Netlist amended the second complaint to assert that two additional U.S. patents are infringed by certain of our LRDIMMs. The complaints in E.D. Tex. seek 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. Between April 27, 2022 and October 18, 2022, Bell Semiconductor, LLC (“Bell”) filed four patent infringement complaints against Micron in the U.S. District Court for the District of Idaho. These complaints allege that a total of six U.S. patents are infringed by certain SSDs, a process for designing a NAND flash device included in certain SSDs, and an 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. Each of Bell’s complaints in the District Courts sought damages, injunctive relief, attorneys’ fees, and costs. On October 6, 2022, Bell filed a complaint with the ITC alleging violations of Section 337 of the Tariff Act of 1930 based on alleged importation of certain SSDs that infringe two U.S. patents also asserted by Bell in two of the lawsuits pending in the District of Idaho. The complaint requested institution of an investigation, which was granted on November 8, 2022, and, after the investigation, 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. Pursuant to a December 31, 2022 agreement, all of Bell’s complaints against Micron have been dismissed, and the ITC investigation was dismissed as to Micron. 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. On January 23, 2023, Besang Inc. filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the Eastern District of Texas. The complaint alleges that one U.S. patent is infringed by certain of our 3D NAND and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. 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. 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 were prejudiced such that the original transaction should be voided. The Appeals Court set a date of May 23, 2023 for issuing a decision. Antitrust Matters Six cases have been filed against Micron alleging price fixing of DRAM products 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. 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 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 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 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 a material adverse effect on our business, results of operations, or financial condition.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

Equity

3 Months Ended

Mar. 02, 2023

Equity [Abstract]

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. No shares were repurchased in the second quarter of 2023. In the first quarter of 2023, we repurchased 8.6 million shares of our common stock for $425 million. Through March 2, 2023, we had repurchased an aggregate of $6.89 billion under the authorization. Amounts repurchased are included in treasury stock.

Dividends: We declared and paid dividends of $126 million ($0.115 per share) in each of the second and first quarters of 2023.

Accumulated Other Comprehensive Income (Loss): Changes in accumulated other comprehensive income (loss) by component for the six months ended March 2, 2023 were as follows:


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

As of September 1, 2022	$	(538)	$	(47)	$	25	$	—	$	(560)
Other comprehensive income (loss) before reclassifications	132		—		—		(2)		130
Amount reclassified out of accumulated other comprehensive income (loss)	122		1		1		—		124
Tax effects	(54)		(13)		—		—		(67)
Other comprehensive income (loss)	200		(12)		1		(2)		187
As of March 2, 2023	$	(338)	$	(59)	$	26	$	(2)	$	(373)

- 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://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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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. 02, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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


	March 2, 2023				September 1, 2022
As of	Fair Value		Carrying Value		Fair Value		Carrying Value

Notes	$	10,577	$	11,203	$	5,472	$	6,020

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. 02, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments


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

As of March 2, 2023
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	4,116	$	60	$	(116)
Cash flow commodity hedges	102		2		(6)
Fair value interest rate hedges	900		—		(115)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	1,454		4		(8)
			$	66	$	(245)

As of September 1, 2022
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	5,427	$	—	$	(330)
Cash flow commodity hedges	97		1		(6)
Fair value interest rate hedges	900		—		(91)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	2,821		7		(13)
			$	8	$	(440)

(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 recognized gains from cash flow hedges of $75 million and $128 million for the second quarter and first six months of 2023, respectively, and losses of $70 million and $170 million for the second quarter and first six months of 2022, respectively, in accumulated other comprehensive income (loss). We reclassified losses of $54 million and $122 million for the second quarter and first six months of 2023, respectively, from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold. The reclassifications for the second quarter and first six months of 2022 were not significant. As of March 2, 2023, we expect to reclassify $220 million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income (loss) 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 DesignationCurrency 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. We do not use derivative instruments for speculative purposes.

Equity Plans

6 Months Ended

Mar. 02, 2023

Share-Based Payment Arrangement [Abstract]

Equity Plans

As of March 2, 2023, 50 million shares of our common stock were available for future awards under our equity plans, including 16 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

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

Restricted Stock Awards activity is summarized as follows:


Six months ended	March 2, 2023		March 3, 2022

Restricted stock award shares granted	14		10
Weighted-average grant-date fair value per share	$	54.00	$	71.31

Employee Stock Purchase Plan (“ESPP”)

For each six-month ESPP offering period that ended in the second quarter of 2023 and 2022, employees purchased 3 million and 2 million shares, respectively, at a per share price of $52.45 and $65.94, respectively.

Stock-based Compensation Expense

Stock-based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of $92 million and $48 million was capitalized and remained in inventory as of March 2, 2023 and September 1, 2022, respectively.


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Stock-based compensation expense by caption
Research and development	$	59	$	45	$	112	$	83
Cost of goods sold	40		45		76		88
Selling, general, and administrative	36		30		73		65
Restructure	(2)		—		(2)		(5)
	$	133	$	120	$	259	$	231

Stock-based compensation expense by type of award
Restricted stock awards	$	116	$	104	$	225	$	200
ESPP	17		16		34		30
Stock options	—		—		—		1
	$	133	$	120	$	259	$	231

As of March 2, 2023, $1.43 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 2027, resulting in a weighted-average period of 1.4 years.

Revenue

6 Months Ended

Mar. 02, 2023

Revenue from Contract with Customer [Abstract]

Revenue

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 2, 2023, our future performance obligations beyond one year were not significant.

As of March 2, 2023 and September 1, 2022, other current liabilities included $605 million and $1.26 billion, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.

In the second quarter of 2023, we received $120 million in cash as settlement of an insurance claim involving an operational disruption in 2017, of which $114 million was for business interruption and recognized in revenue.

Revenue by Technology


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

DRAM	$	2,722	$	5,719	$	5,551	$	11,306
NAND	885		1,957		1,988		3,835
Other (primarily NOR)	86		110		239		332
	$	3,693	$	7,786	$	7,778	$	15,473

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

- 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 https://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
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (d)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Restructure and Asset Impairments

6 Months Ended

Mar. 02, 2023

Restructuring and Related Activities [Abstract]

Restructure and Asset Impairments


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Employee severance	$	80	$	—	$	93	$	—
Asset impairments and other asset-related costs	8		5		8		59
Other	(2)		—		(2)		(16)
Restructure and asset impairments	$	86	$	5	$	99	$	43

In 2023, we initiated a restructure plan in response to challenging industry conditions (the “2023 Restructure Plan”). Under the 2023 Restructure Plan, we expect our headcount reduction to approach 15% by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions. In connection with the plan, we incurred restructure charges of $86 million and $99 million in the second quarter and first six months of 2023 respectively, primarily related to employee severance costs. As of March 2, 2023, total costs expected to be incurred under the 2023 Restructure Plan were approximately $160 million. We expect the plan to be substantially completed by the end of the third quarter of 2023.

Changes in our restructure liability (included in accounts payable and accrued expenses) for the six months ended March 2, 2023 were as follows:


	Employee Severance

Restructure liability as of September 1, 2022	$	—
Costs incurred and charged to expense	93
Costs paid or otherwise settled	(37)
Restructure liability as of March 2, 2023	$	56

Other Non-Operating Income (Expense), Net

6 Months Ended

Mar. 02, 2023

Other Nonoperating Income (Expense) [Abstract]

Other Non-Operating Income (Expense), Net


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Gain (loss) on investments	$	(2)	$	3	$	(11)	$	13
Gain (loss) on debt repurchases	—		—		—		(83)
Other	4		3		9		1
	$	2	$	6	$	(2)	$	(69)

Income Taxes

6 Months Ended

Mar. 02, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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


	Quarter ended						Six months ended
	March 2, 2023			March 3, 2022			March 2, 2023			March 3, 2022

Income (loss) before taxes	$	(2,271)		$	2,509		$	(2,447)		$	5,030
Income tax (provision) benefit	(54)			(255)			(62)			(474)
Effective tax rate	(2.4)		%	10.2		%	(2.5)		%	9.4		%

The changes in our effective tax rate for the second quarter and first six months of 2023 as compared to the corresponding periods of 2022 were primarily due to pre-tax losses incurred in the first six months of 2023. Despite a consolidated pre-tax loss on a worldwide basis, we have taxes payable in certain geographies due to minimum taxable income reportable in those geographies.

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. As a result of a loss before taxes and geographic mix of income, the benefit from tax incentive arrangements was not material for the second quarter and first six months of 2023. These arrangements reduced our tax provision by $304 million ($0.27 per diluted share) and $594 million ($0.53 per diluted share) for the second quarter and first six months of 2022, respectively.

- 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
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings Per Share

6 Months Ended

Mar. 02, 2023

Earnings Per Share [Abstract]

Earnings Per Share


	Quarter ended				Six months ended
	March 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Net income (loss) – Basic and Diluted	$	(2,312)	$	2,263	$	(2,507)	$	4,569

Weighted-average common shares outstanding – Basic	1,091		1,119		1,091		1,119
Dilutive effect of equity plans	—		11		—		11
Weighted-average common shares outstanding – Diluted	1,091		1,130		1,091		1,130

Earnings (loss) per share
Basic	$	(2.12)	$	2.02	$	(2.30)	$	4.08
Diluted	(2.12)		2.00		(2.30)		4.04

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were 33 million and 34 million for the second quarter and first six months of 2023, respectively, and were 2 million for the second quarter and first six months of 2022.

Segment and Other Information

6 Months Ended

Mar. 02, 2023

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.

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

Storage Business Unit (“SBU”): Includes SSDs and component-level solutions sold into enterprise and cloud, client, and consumer storage 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 2, 2023		March 3, 2022		March 2, 2023		March 3, 2022

Revenue
CNBU	$	1,375	$	3,461	$	3,121	$	6,867
MBU	945		1,875		1,600		3,782
EBU	865		1,277		1,865		2,497
SBU	507		1,171		1,187		2,321
All Other	1		2		5		6
	$	3,693	$	7,786	$	7,778	$	15,473

Operating income (loss)
CNBU	$	(35)	$	1,562	$	155	$	3,086
MBU	(344)		588		(539)		1,212
EBU	88		421		282		843
SBU	(357)		178		(614)		330
All Other	1		1		4		4
	(647)		2,750		(712)		5,475

Unallocated
Provision to write-down inventories to net realizable value	(1,430)		—		(1,430)		—
Stock-based compensation	(136)		(119)		(262)		(235)
Restructure and asset impairments	(86)		(5)		(99)		(43)
Other	(4)		(80)		(9)		(20)
	(1,656)		(204)		(1,800)		(298)

Operating income (loss)	$	(2,303)	$	2,546	$	(2,512)	$	5,177