Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 01, 2023 | Jun. 22, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 01, 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 $0.10 per share | |
Trading Symbol | MU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,095,301,608 | |
Entity Central Index Key | 0000723125 | |
Current Fiscal Year End Date | --08-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,752 | $ 8,642 | $ 11,530 | $ 24,115 |
Cost of goods sold | 4,420 | 4,607 | 12,511 | 12,839 |
Gross margin | (668) | 4,035 | (981) | 11,276 |
Research and development | 758 | 773 | 2,395 | 2,277 |
Selling, general, and administrative | 219 | 264 | 701 | 786 |
Restructure and asset impairments | 68 | 0 | 167 | 43 |
Other operating (income) expense, net | 48 | (6) | 29 | (11) |
Operating income (loss) | (1,761) | 3,004 | (4,273) | 8,181 |
Interest income | 127 | 20 | 334 | 42 |
Interest expense | (119) | (44) | (259) | (144) |
Other non-operating income (expense), net | 0 | 8 | (2) | (61) |
Income (loss) before income taxes, net income (loss) attributable to noncontrolling interests, and equity in net income (loss) of equity method investees | (1,753) | 2,988 | (4,200) | 8,018 |
Income tax (provision) benefit | (139) | (358) | (201) | (832) |
Equity in net income (loss) of equity method investees | (4) | (4) | (2) | 9 |
Net income (loss) | $ (1,896) | $ 2,626 | $ (4,403) | $ 7,195 |
Earnings (loss) per share | ||||
Basic (in dollars per share) | $ (1.73) | $ 2.36 | $ (4.03) | $ 6.44 |
Diluted (in dollars per share) | $ (1.73) | $ 2.34 | $ (4.03) | $ 6.38 |
Number of shares used in per share calculations | ||||
Basic (in shares) | 1,094 | 1,112 | 1,092 | 1,117 |
Diluted (in shares) | 1,094 | 1,121 | 1,092 | 1,127 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (1,896) | $ 2,626 | $ (4,403) | $ 7,195 |
Other comprehensive income (loss), net of tax | ||||
Gains (losses) on derivative instruments | 22 | (210) | 222 | (330) |
Gains (losses) on investments | 12 | (18) | 0 | (38) |
Foreign currency translation adjustments | 1 | 0 | (1) | 1 |
Pension liability adjustments | (2) | 2 | (1) | 1 |
Other comprehensive income (loss) | 33 | (226) | 220 | (366) |
Total comprehensive income (loss) | $ (1,863) | $ 2,400 | $ (4,183) | $ 6,829 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 | |
Assets | |||
Cash and equivalents | $ 9,298 | $ 8,262 | |
Short-term investments | 1,054 | 1,069 | |
Receivables | 2,429 | 5,130 | |
Inventories | 8,238 | 6,663 | |
Other current assets | 715 | 657 | |
Total current assets | 21,734 | 21,781 | |
Long-term marketable investments | [1] | 973 | 1,647 |
Property, plant, and equipment | 38,727 | 38,549 | |
Operating lease right-of-use assets | 655 | 678 | |
Intangible assets | 410 | 421 | |
Deferred tax assets | 708 | 702 | |
Goodwill | 1,252 | 1,228 | |
Other noncurrent assets | 1,221 | 1,277 | |
Total assets | 65,680 | 66,283 | |
Liabilities and equity | |||
Accounts payable and accrued expenses | 4,177 | 6,090 | |
Current debt | 259 | 103 | |
Other current liabilities | 668 | 1,346 | |
Total current liabilities | 5,104 | 7,539 | |
Long-term debt | 12,986 | 6,803 | |
Noncurrent operating lease liabilities | 603 | 610 | |
Noncurrent unearned government incentives | 632 | 589 | |
Other noncurrent liabilities | 950 | 835 | |
Total liabilities | 20,275 | 16,376 | |
Commitments and contingencies | |||
Shareholders’ equity | |||
Common stock, $0.10 par value, 3,000 shares authorized, 1,236 shares issued and 1,095 outstanding (1,226 shares issued and 1,094 outstanding as of September 1, 2022) | 124 | 123 | |
Additional capital | 10,782 | 10,197 | |
Retained earnings | 42,391 | 47,274 | |
Treasury stock, 141 shares held (132 shares as of September 1, 2022) | (7,552) | (7,127) | |
Accumulated other comprehensive income (loss) | (340) | (560) | |
Total equity | 45,405 | 49,907 | |
Total liabilities and equity | $ 65,680 | $ 66,283 | |
[1] The maturities of long-term marketable securities primarily range from one four years. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | Jun. 01, 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) | 1,236 | 1,226 |
Common Stock, outstanding (in shares) | 1,095 | 1,094 |
Treasury Stock, held (in shares) | 141 | 132 |
STATEMENT OF CHANGES IN EQUITY
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) | 7,195 | |||||
Other comprehensive income (loss), net | (366) | |||||
Balance (in shares) at Jun. 02, 2022 | 1,223 | |||||
Balance of total equity at Jun. 02, 2022 | 49,281 | $ 122 | 9,950 | 45,916 | (6,343) | (364) |
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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 2,626 | 2,626 | ||||
Other comprehensive income (loss), net | (226) | (226) | ||||
Stock issued under stock plans (in shares) | 0 | |||||
Stock issued under stock plans | 3 | $ 0 | 3 | |||
Stock-based compensation expense | 131 | 131 | ||||
Repurchase of stock - repurchase program | (981) | (981) | ||||
Repurchase of stock - withholdings on employee equity awards (in shares) | 0 | |||||
Repurchase of stock - withholdings on employee equity awards | $ (5) | $ 0 | 0 | (5) | ||
Cash dividends declared (per share) | $ 0.10 | |||||
Dividends and dividend equivalents declared | $ (112) | (112) | ||||
Balance (in shares) at Jun. 02, 2022 | 1,223 | |||||
Balance of total equity at Jun. 02, 2022 | $ 49,281 | $ 122 | 9,950 | 45,916 | (6,343) | (364) |
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) | (4,403) | |||||
Other comprehensive income (loss), net | $ 220 | |||||
Balance (in shares) at Jun. 01, 2023 | 1,236 | 1,236 | ||||
Balance of total equity at Jun. 01, 2023 | $ 45,405 | $ 124 | 10,782 | 42,391 | (7,552) | (340) |
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 | |||||
Balance of total equity at Mar. 02, 2023 | 47,257 | $ 123 | 10,633 | 44,426 | (7,552) | (373) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1,896) | (1,896) | ||||
Other comprehensive income (loss), net | 33 | 33 | ||||
Stock issued under stock plans (in shares) | 1 | |||||
Stock issued under stock plans | 7 | $ 1 | 6 | |||
Stock-based compensation expense | 145 | 145 | ||||
Repurchase of stock - withholdings on employee equity awards (in shares) | 0 | |||||
Repurchase of stock - withholdings on employee equity awards | $ (13) | $ 0 | (2) | (11) | ||
Cash dividends declared (per share) | $ 0.115 | |||||
Dividends and dividend equivalents declared | $ (128) | (128) | ||||
Balance (in shares) at Jun. 01, 2023 | 1,236 | 1,236 | ||||
Balance of total equity at Jun. 01, 2023 | $ 45,405 | $ 124 | $ 10,782 | $ 42,391 | $ (7,552) | $ (340) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Jun. 01, 2023 | Jun. 02, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (4,403) | $ 7,195 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation expense and amortization of intangible assets | 5,819 | 5,234 |
Provision to write down inventories to net realizable value | 1,831 | 0 |
Stock-based compensation | 448 | 378 |
(Gain) loss on debt repurchases | 0 | 83 |
Change in operating assets and liabilities: | ||
Receivables | 2,728 | (906) |
Inventories | (3,406) | (1,146) |
Accounts payable and accrued expenses | (1,764) | 382 |
Other | 57 | 184 |
Net cash provided by operating activities | 1,310 | 11,404 |
Cash flows from investing activities | ||
Expenditures for property, plant, and equipment | (6,215) | (8,454) |
Purchases of available-for-sale securities | (496) | (1,359) |
Proceeds from maturities of available-for-sale securities | 1,170 | 964 |
Proceeds from government incentives | 248 | 104 |
Proceeds from sales of available-for-sale securities | 22 | 258 |
Proceeds from sale of Lehi, Utah fab | 0 | 888 |
Other | (90) | (162) |
Net cash provided by (used for) investing activities | (5,361) | (7,761) |
Cash flows from financing activities | ||
Proceeds from issuance of debt | 6,716 | 2,000 |
Repayments of debt | (706) | (2,008) |
Repurchases of common stock - repurchase program | (425) | (1,648) |
Payments of dividends to shareholders | (378) | (335) |
Payments on equipment purchase contracts | (112) | (132) |
Other | 0 | (17) |
Net cash provided by (used for) financing activities | 5,095 | (2,140) |
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash | (13) | (71) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 1,031 | 1,432 |
Cash, cash equivalents, and restricted cash at beginning of period | 8,339 | 7,829 |
Cash, cash equivalents, and restricted cash at end of period | $ 9,370 | $ 9,261 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Jun. 01, 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
Cash and Investments | 9 Months Ended |
Jun. 01, 2023 | |
Investments and Cash [Abstract] | |
Cash and Investments | 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: June 1, 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 $ 6,834 $ — $ — $ 6,834 $ 6,055 $ — $ — $ 6,055 Level 1 (2) Money market funds 1,132 — — 1,132 1,196 — — 1,196 Level 2 (3) Certificates of deposit 1,326 50 — 1,376 976 50 — 1,026 Corporate bonds 1 776 507 1,284 — 759 995 1,754 Asset-backed securities — 17 435 452 — 20 608 628 Government securities 5 111 31 147 2 155 44 201 Commercial paper — 100 — 100 33 85 — 118 9,298 $ 1,054 $ 973 $ 11,325 8,262 $ 1,069 $ 1,647 $ 10,978 Restricted cash (4) 72 77 Cash, cash equivalents, and restricted cash $ 9,370 $ 8,339 (1) The maturities of long-term marketable securities primarily range from one 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 June 1, 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 $217 million and $222 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of June 1, 2023 and September 1, 2022, respectively. |
Receivables
Receivables | 9 Months Ended |
Jun. 01, 2023 | |
Receivables [Abstract] | |
Receivables | Receivables As of June 1, September 1, Trade receivables $ 2,042 $ 4,765 Income and other taxes 244 251 Other 143 114 $ 2,429 $ 5,130 |
Inventories
Inventories | 9 Months Ended |
Jun. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of June 1, September 1, Finished goods $ 1,775 $ 1,028 Work in process 5,722 4,830 Raw materials and supplies 741 805 $ 8,238 $ 6,663 The third quarter and first nine months of 2023, included charges of $401 million and $1.83 billion, respectively, to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable value. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Jun. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment As of June 1, September 1, Land $ 279 $ 280 Buildings 17,622 16,676 Equipment (1) 65,175 61,354 Construction in progress (2) 2,398 1,897 Software 1,251 1,124 86,725 81,331 Accumulated depreciation (47,998) (42,782) $ 38,727 $ 38,549 (1) Includes costs related to equipment not placed into service of $3.33 billion as of June 1, 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
Intangible Assets | 9 Months Ended |
Jun. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure | Intangible Assets June 1, 2023 September 1, 2022 As of Gross Accumulated Net Carrying Gross Accumulated Net Carrying Product and process technology $ 622 $ (212) $ 410 $ 742 $ (321) $ 421 In the first nine months of 2023 and 2022, we capitalized $72 million and $130 million, respectively, for product and process technology with weighted-average useful lives of 9 years. Amortization expense was $66 million and $63 million for the first nine months of 2023 and 2022, respectively. Expected amortization expense is $19 million for the remainder of 2023, $72 million for 2024, $50 million for 2025, $46 million for 2026, and $42 million for 2027. |
Leases
Leases | 9 Months Ended |
Jun. 01, 2023 | |
Leases [Abstract] | |
Leases, Finance | Leases The components of lease cost are presented below: Quarter ended Nine months ended June 1, June 2, June 1, June 2, Finance lease cost Amortization of right-of-use assets $ 28 $ 23 $ 77 $ 75 Interest on lease liabilities 6 6 18 18 Operating lease cost (1) 34 32 101 91 $ 68 $ 61 $ 196 $ 184 (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: Nine months ended June 1, June 2, Cash flows used for operating activities Finance leases $ 17 $ 18 Operating leases 91 81 Cash flows used for financing activities – Finance leases 79 79 Noncash acquisitions of right-of-use assets Finance leases 354 304 Operating leases 35 190 Supplemental balance sheet information related to leases was as follows: As of June 1, September 1, Finance lease right-of-use assets (included in property, plant, and equipment) $ 1,187 $ 904 Current operating lease liabilities (included in accounts payable and accrued expenses) 62 60 Weighted-average remaining lease term (in years) Finance leases 10 12 Operating leases 11 12 Weighted-average discount rate Finance leases 3.48 % 2.65 % Operating leases 3.11 % 2.90 % As of June 1, 2023, maturities of lease liabilities by fiscal year were as follows: For the year ending Finance Leases Operating Leases Remainder of 2023 $ 49 $ 3 2024 184 73 2025 169 73 2026 159 72 2027 154 72 2028 and thereafter 641 524 Less imputed interest (185) (152) $ 1,171 $ 665 The table above excludes obligations for leases that have been executed but have not yet commenced. As of June 1, 2023, excluded obligations consisted of $175 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 Nine months ended June 1, June 2, June 1, June 2, Finance lease cost Amortization of right-of-use assets $ 28 $ 23 $ 77 $ 75 Interest on lease liabilities 6 6 18 18 Operating lease cost (1) 34 32 101 91 $ 68 $ 61 $ 196 $ 184 (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: Nine months ended June 1, June 2, Cash flows used for operating activities Finance leases $ 17 $ 18 Operating leases 91 81 Cash flows used for financing activities – Finance leases 79 79 Noncash acquisitions of right-of-use assets Finance leases 354 304 Operating leases 35 190 Supplemental balance sheet information related to leases was as follows: As of June 1, September 1, Finance lease right-of-use assets (included in property, plant, and equipment) $ 1,187 $ 904 Current operating lease liabilities (included in accounts payable and accrued expenses) 62 60 Weighted-average remaining lease term (in years) Finance leases 10 12 Operating leases 11 12 Weighted-average discount rate Finance leases 3.48 % 2.65 % Operating leases 3.11 % 2.90 % As of June 1, 2023, maturities of lease liabilities by fiscal year were as follows: For the year ending Finance Leases Operating Leases Remainder of 2023 $ 49 $ 3 2024 184 73 2025 169 73 2026 159 72 2027 154 72 2028 and thereafter 641 524 Less imputed interest (185) (152) $ 1,171 $ 665 The table above excludes obligations for leases that have been executed but have not yet commenced. As of June 1, 2023, excluded obligations consisted of $175 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. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Jun. 01, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses As of June 1, September 1, Accounts payable $ 1,640 $ 2,142 Property, plant, and equipment 1,523 2,170 Salaries, wages, and benefits 412 877 Income and other taxes 148 420 Other 454 481 $ 4,177 $ 6,090 |
Debt
Debt | 9 Months Ended |
Jun. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt June 1, 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 5.860 % 5.90 % $ — $ 587 $ 587 $ — $ 1,187 $ 1,187 2025 Term Loan A 6.503 % 6.64 % — 1,050 1,050 — — — 2026 Term Loan A 6.628 % 6.76 % 49 933 982 — — — 2027 Term Loan A 6.753 % 6.89 % 57 1,078 1,135 — — — 2026 Notes 4.975 % 5.07 % — 499 499 — 498 498 2027 Notes (1) 4.185 % 4.27 % — 796 796 — 806 806 2028 Notes 5.375 % 5.52 % — 596 596 — — — 2029 A Notes 5.327 % 5.40 % — 697 697 — 697 697 2029 B Notes 6.750 % 6.54 % — 1,263 1,263 — — — 2030 Notes 4.663 % 4.73 % — 846 846 — 846 846 2032 Green Bonds 2.703 % 2.77 % — 995 995 — 994 994 2033 A Notes 5.875 % 5.96 % — 745 745 — — — 2033 B Notes 5.875 % 6.01 % — 890 890 — — — 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 3.48 % 153 1,018 1,171 103 783 886 $ 259 $ 12,986 $ 13,245 $ 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, and 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 and prepayment activities in the first nine months of 2023. Increase (Decrease) in Principal Increase (Decrease) in Carrying Value Increase (Decrease) in Cash Issuances 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 2028 Notes 600 596 596 2029 B Notes 1,250 1,264 1,264 2033 A Notes 750 745 745 2033 B Notes 900 890 890 Prepayments 2024 Term Loan A (600) (600) (600) $ 6,100 $ 6,088 $ 6,088 Term Loan Agreement 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. Adjusted term SOFR for the Term Loan Agreement is the SOFR benchmark plus 0.10%. 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. 2024 Term Loan A 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. On April 13, 2023, we used a portion of the proceeds from our April 11, 2023 issuance of senior unsecured notes to prepay $600 million principal amount of our 2024 Term Loan A. On June 7, 2023, the 2024 Term Loan A agreement was amended, pursuant to its transition provisions, to replace LIBOR-based benchmark rates with SOFR-based benchmark rates effective July 1, 2023. After giving effect to this amendment, borrowings under the 2024 Term Loan A will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 0.625% to 1.375% depending on our corporate credit ratings. Adjusted term SOFR for the 2024 Term Loan A is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.11% to 0.43% depending on the applicable interest period selected. Senior Unsecured Notes On October 31, 2022, we issued $750 million principal amount of senior unsecured 2029 B Notes. The 2029 B Notes bear interest at a rate of 6.750% per year and will mature on November 1, 2029. Aggregate 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 A Notes. The 2033 A Notes bear interest at a rate of 5.875% per year and will mature on February 9, 2033. Aggregate issuance costs for these notes were $7 million. On April 11, 2023, we issued $600 million principal amount of senior unsecured 2028 Notes and $900 million principal amount of senior unsecured 2033 B Notes. The 2028 Notes bear interest at a rate of 5.375% per year and will mature on April 15, 2028. The 2033 B Notes bear interest at a rate of 5.875% per year and will mature on September 15, 2033. Aggregate issuance costs and debt discount for these notes were $14 million. We may redeem the 2028 Notes, the 2029 B Notes, the 2033 A Notes, and the 2033 B 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 one, 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, as defined in the indenture governing the Notes, occurs with respect to a series of 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 June 1, 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. Under the transition provisions of the Revolving Credit Facility agreement, after the retirement of LIBOR on June 30, 2023, any amounts drawn under the Revolving Credit Facility would generally bear interest at a rate equal to adjusted term SOFR plus 1.00% to 1.75%, depending on our corporate credit ratings. Adjusted term SOFR for the Revolving Credit Facility agreement is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.11% to 0.43% depending on the applicable interest period selected. 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. On June 7, 2023, the Revolving Credit Facility agreement was amended, pursuant to its transition provisions, to replace LIBOR-based benchmark rates with SOFR-based benchmark rates effective July 1, 2023. Maturities of Notes Payable As of June 1, 2023, maturities of notes payable by fiscal year were as follows: Remainder of 2023 $ 27 2024 107 2025 695 2026 1,659 2027 1,780 2028 and thereafter 7,942 Unamortized issuance costs, discounts, and premium, net (35) Hedge accounting fair value adjustment (101) $ 12,074 |
Commitments
Commitments | 9 Months Ended |
Jun. 01, 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
Contingencies | 9 Months Ended |
Jun. 01, 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 (“Flash-Control”) 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 May 10, 2023, Flash-Control voluntarily dismissed its complaint with prejudice. 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. On April 21, 2023, the complaint was dismissed with prejudice pursuant to an agreement between the parties. 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. On May 9, 2023, Micron and Dr. Jaffé reached an agreement in principle to dismiss the case in exchange for a one-time payment by Micron to the Qimonda estate and a waiver of each party’s claims. The agreement is expected to be formally entered by the Appeals Court in July 2023. 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 Except for the expected one-time payment to the Qimonda estate described above, which is not material, 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. |
Equity
Equity | 9 Months Ended |
Jun. 01, 2023 | |
Equity [Abstract] | |
Equity | 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 or third quarters of 2023. In the first quarter of 2023, we repurchased 8.6 million shares of our common stock for $425 million. Through June 1, 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 first three quarters of 2023. On June 28, 2023, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on July 25, 2023, to shareholders of record as of the close of business on July 10, 2023. Accumulated Other Comprehensive Income (Loss) : Changes in accumulated other comprehensive income (loss) by component for the nine months ended June 1, 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 84 12 — (1) 95 Amount reclassified out of accumulated other comprehensive income (loss) 199 1 (2) — 198 Tax effects (61) (13) 1 — (73) Other comprehensive income (loss) 222 — (1) (1) 220 As of June 1, 2023 $ (316) $ (47) $ 24 $ (1) $ (340) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The estimated fair values and carrying values of our outstanding debt instruments were as follows: June 1, 2023 September 1, 2022 As of Fair Carrying Fair Carrying Notes $ 11,628 $ 12,074 $ 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. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Jun. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Notional or Contractual Amount Fair Value of Assets (1) Liabilities (2) As of June 1, 2023 Derivative instruments with hedge accounting designation Cash flow currency hedges $ 3,869 $ 31 $ (122) Cash flow commodity hedges 394 5 (4) Fair value interest rate hedges 900 — (101) Derivative instruments without hedge accounting designation Non-designated currency hedges 1,946 4 (19) $ 40 $ (246) 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 losses from cash flow hedges of $40 million and gains of $88 million for the third quarter and first nine months of 2023, respectively, and losses of $299 million and $469 million for the third quarter and first nine months of 2022, respectively, in accumulated other comprehensive income (loss). We recognized losses related to amounts excluded from hedge effectiveness testing on our cash flow hedges of $26 million and $71 million for the third quarter and first nine months of 2023, respectively, in cost of goods sold through an amortization approach. The amounts for the third quarter and first nine months of 2022 were not significant. We reclassified losses of $77 million and $199 million for the third quarter and first nine months of 2023, respectively, from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold. The reclassifications for the third quarter and first nine months of 2022 were not significant. As of June 1, 2023, we expect to reclassify $179 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 third quarter and first nine months of 2023. We recognized interest expense of $47 million and $81 million, respectively, for changes in the fair value of our interest rate swaps in the third quarter and first nine months of 2022. We also recognized offsetting reductions in interest expense of the same amounts related to the changes in the fair value of the hedged portion of the underlying debt for these periods. Derivative Instruments without Hedge Accounting Designation Currency Derivatives : |
Equity Plans
Equity Plans | 9 Months Ended |
Jun. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans | Equity Plans As of June 1, 2023, 102 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. Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”) Restricted Stock Awards activity is summarized as follows: Nine months ended June 1, June 2, Restricted stock award shares granted 14 12 Weighted-average grant-date fair value per share $ 54.13 $ 71.31 Employee Stock Purchase Plan (“ESPP”) For the six-month ESPP offering periods that ended in the second quarters 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 $89 million and $48 million was capitalized and remained in inventory as of June 1, 2023 and September 1, 2022, respectively. Quarter ended Nine months ended June 1, June 2, June 1, June 2, Stock-based compensation expense by caption Cost of goods sold $ 61 $ 57 $ 137 $ 145 Research and development 57 45 169 128 Selling, general, and administrative 34 33 107 98 Restructure (4) — (6) (5) $ 148 $ 135 $ 407 $ 366 Stock-based compensation expense by type of award Restricted stock awards $ 129 $ 116 $ 354 $ 316 ESPP 19 19 53 49 Stock options — — — 1 $ 148 $ 135 $ 407 $ 366 As of June 1, 2023, $1.23 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the third quarter of 2027, resulting in a weighted-average period of 1.3 years. |
Revenue
Revenue | 9 Months Ended |
Jun. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 June 1, 2023, our future performance obligations beyond one year were not significant. As of June 1, 2023 and September 1, 2022, other current liabilities included $604 million and $1.26 billion, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns. In the third quarter of 2023, we received $108 million from settlement of an insurance claim involving a power disruption in 2022, of which $72 million was for business interruption and recognized in revenue. Revenue by Technology Quarter ended Nine months ended June 1, June 2, June 1, June 2, DRAM $ 2,672 $ 6,271 $ 8,223 $ 17,577 NAND 1,013 2,288 3,001 6,123 Other (primarily NOR) 67 83 306 415 $ 3,752 $ 8,642 $ 11,530 $ 24,115 See “Segment and Other Information” for disclosure of disaggregated revenue by market segment. |
Restructure and Asset Impairmen
Restructure and Asset Impairments | 9 Months Ended |
Jun. 01, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructure and Asset Impairments | Restructure and Asset Impairments Quarter ended Nine months ended June 1, June 2, June 1, June 2, Employee severance $ 70 $ — $ 163 $ — Asset impairments and other asset-related costs 1 — 9 59 Other (3) — (5) (16) Restructure and asset impairments $ 68 $ — $ 167 $ 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 $68 million and $167 million in the third quarter and first nine months of 2023 respectively, primarily related to employee severance costs. As of June 1, 2023, total costs expected to be incurred under the 2023 Restructure Plan were approximately $170 million and the plan was substantially completed. Changes in our restructure liability (included in accounts payable and accrued expenses) for the nine months ended June 1, 2023 were as follows: Employee Severance Restructure liability as of September 1, 2022 $ — Costs incurred and charged to expense 163 Costs paid or otherwise settled (117) Restructure liability as of June 1, 2023 $ 46 |
Other Operating (Income) Expens
Other Operating (Income) Expense, Net | 9 Months Ended |
Jun. 01, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating (Income) Expense, Net | Other Operating (Income) Expense, Net Quarter ended Nine months ended June 1, June 2, June 1, June 2, Litigation contingency accrual $ 68 $ — $ 68 $ — (Gain) loss on disposition of property, plant, and equipment (24) (5) (46) (16) Other 4 (1) 7 5 $ 48 $ (6) $ 29 $ (11) |
Other Non-Operating Income (Exp
Other Non-Operating Income (Expense), Net | 9 Months Ended |
Jun. 01, 2023 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other Non-Operating Income (Expense), Net | Other Non-Operating Income (Expense), Net Quarter ended Nine months ended June 1, June 2, June 1, June 2, Gain (loss) on debt repurchases $ — $ — $ — $ (83) Other — 8 (2) 22 $ — $ 8 $ (2) $ (61) |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax (provision) benefit consisted of the following: Quarter ended Nine months ended June 1, June 2, June 1, June 2, Income (loss) before taxes $ (1,753) $ 2,988 $ (4,200) $ 8,018 Income tax (provision) benefit (139) (358) (201) (832) Effective tax rate (7.9) % 12.0 % (4.8) % 10.4 % The changes in our effective tax rate for the third quarter and first nine months of 2023 as compared to the corresponding periods of 2022 were primarily due to pre-tax losses incurred in the first nine 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 01, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Quarter ended Nine months ended June 1, June 2, June 1, June 2, Net income (loss) – Basic and Diluted $ (1,896) $ 2,626 $ (4,403) $ 7,195 Weighted-average common shares outstanding – Basic 1,094 1,112 1,092 1,117 Dilutive effect of equity plans — 9 — 10 Weighted-average common shares outstanding – Diluted 1,094 1,121 1,092 1,127 Earnings (loss) per share Basic $ (1.73) $ 2.36 $ (4.03) $ 6.44 Diluted (1.73) 2.34 (4.03) 6.38 Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were 31 million and 33 million for the third quarter and first nine months of 2023, respectively, and were 4 million and 3 million for the third quarter and first nine months of 2022. |
Segment and Other Information
Segment and Other Information | 9 Months Ended |
Jun. 01, 2023 | |
Segment Reporting [Abstract] | |
Segment and Other Information | 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 Nine months ended June 1, June 2, June 1, June 2, Revenue CNBU $ 1,389 $ 3,895 $ 4,510 $ 10,762 MBU 819 1,967 2,419 5,749 EBU 912 1,435 2,777 3,932 SBU 627 1,341 1,814 3,662 All Other 5 4 10 10 $ 3,752 $ 8,642 $ 11,530 $ 24,115 Operating income (loss) CNBU $ (337) $ 1,778 $ (182) $ 4,864 MBU (478) 640 (1,017) 1,852 EBU 65 504 347 1,347 SBU (601) 221 (1,215) 551 All Other 2 1 6 5 (1,349) 3,144 (2,061) 8,619 Unallocated Provision to write down inventories to net realizable value (401) — (1,831) — Lower costs from sale of inventory written down in prior periods 281 — 281 — Stock-based compensation (151) (135) (413) (370) Restructure and asset impairments (68) — (167) (43) Litigation contingency accrual (68) — (68) — Other (5) (5) (14) (25) (412) (140) (2,212) (438) Operating income (loss) $ (1,761) $ 3,004 $ (4,273) $ 8,181 |
Certain Concentrations
Certain Concentrations | 9 Months Ended |
Jun. 01, 2023 | |
Risks and Uncertainties [Abstract] | |
Certain Concentrations | Certain Concentrations Revenue for key market segments as an approximate percent of total revenue is presented in the table below: Nine months ended June 1, June 2, Automotive, industrial, and consumer 25 % 15 % Enterprise and cloud server 20 % 20 % Client and graphics 20 % 20 % Mobile 20 % 25 % SSDs and other storage 15 % 15 % |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 01, 2023 | |
Accounting Policies [Abstract] | |
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. |
Reclassifications | Certain reclassifications have been made to prior period amounts to conform to current period presentation. |
Fiscal Period | 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. |
Segment Reporting (Policies)
Segment Reporting (Policies) | 9 Months Ended |
Jun. 01, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Policy | 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. |
Cash and Investments (Tables)
Cash and Investments (Tables) | 9 Months Ended |
Jun. 01, 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: June 1, 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 $ 6,834 $ — $ — $ 6,834 $ 6,055 $ — $ — $ 6,055 Level 1 (2) Money market funds 1,132 — — 1,132 1,196 — — 1,196 Level 2 (3) Certificates of deposit 1,326 50 — 1,376 976 50 — 1,026 Corporate bonds 1 776 507 1,284 — 759 995 1,754 Asset-backed securities — 17 435 452 — 20 608 628 Government securities 5 111 31 147 2 155 44 201 Commercial paper — 100 — 100 33 85 — 118 9,298 $ 1,054 $ 973 $ 11,325 8,262 $ 1,069 $ 1,647 $ 10,978 Restricted cash (4) 72 77 Cash, cash equivalents, and restricted cash $ 9,370 $ 8,339 (1) The maturities of long-term marketable securities primarily range from one 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 June 1, 2023 or September 1, 2022. |
Cash and equivalents and the fair values of available-for-sale 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: June 1, 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 $ 6,834 $ — $ — $ 6,834 $ 6,055 $ — $ — $ 6,055 Level 1 (2) Money market funds 1,132 — — 1,132 1,196 — — 1,196 Level 2 (3) Certificates of deposit 1,326 50 — 1,376 976 50 — 1,026 Corporate bonds 1 776 507 1,284 — 759 995 1,754 Asset-backed securities — 17 435 452 — 20 608 628 Government securities 5 111 31 147 2 155 44 201 Commercial paper — 100 — 100 33 85 — 118 9,298 $ 1,054 $ 973 $ 11,325 8,262 $ 1,069 $ 1,647 $ 10,978 Restricted cash (4) 72 77 Cash, cash equivalents, and restricted cash $ 9,370 $ 8,339 (1) The maturities of long-term marketable securities primarily range from one 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 June 1, 2023 or September 1, 2022. |
Receivables (Tables)
Receivables (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Receivables [Abstract] | |
Schedule of Receivables | As of June 1, September 1, Trade receivables $ 2,042 $ 4,765 Income and other taxes 244 251 Other 143 114 $ 2,429 $ 5,130 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of June 1, September 1, Finished goods $ 1,775 $ 1,028 Work in process 5,722 4,830 Raw materials and supplies 741 805 $ 8,238 $ 6,663 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | As of June 1, September 1, Land $ 279 $ 280 Buildings 17,622 16,676 Equipment (1) 65,175 61,354 Construction in progress (2) 2,398 1,897 Software 1,251 1,124 86,725 81,331 Accumulated depreciation (47,998) (42,782) $ 38,727 $ 38,549 (1) Includes costs related to equipment not placed into service of $3.33 billion as of June 1, 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 (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | June 1, 2023 September 1, 2022 As of Gross Accumulated Net Carrying Gross Accumulated Net Carrying Product and process technology $ 622 $ (212) $ 410 $ 742 $ (321) $ 421 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease cost are presented below: Quarter ended Nine months ended June 1, June 2, June 1, June 2, Finance lease cost Amortization of right-of-use assets $ 28 $ 23 $ 77 $ 75 Interest on lease liabilities 6 6 18 18 Operating lease cost (1) 34 32 101 91 $ 68 $ 61 $ 196 $ 184 (1) Operating lease cost includes short-term and variable lease expenses, which were not material for the periods presented. |
Schedule of Other Lease Information | Supplemental cash flow information related to leases was as follows: Nine months ended June 1, June 2, Cash flows used for operating activities Finance leases $ 17 $ 18 Operating leases 91 81 Cash flows used for financing activities – Finance leases 79 79 Noncash acquisitions of right-of-use assets Finance leases 354 304 Operating leases 35 190 Supplemental balance sheet information related to leases was as follows: As of June 1, September 1, Finance lease right-of-use assets (included in property, plant, and equipment) $ 1,187 $ 904 Current operating lease liabilities (included in accounts payable and accrued expenses) 62 60 Weighted-average remaining lease term (in years) Finance leases 10 12 Operating leases 11 12 Weighted-average discount rate Finance leases 3.48 % 2.65 % Operating leases 3.11 % 2.90 % |
Schedule of Finance Lease Maturities | As of June 1, 2023, maturities of lease liabilities by fiscal year were as follows: For the year ending Finance Leases Operating Leases Remainder of 2023 $ 49 $ 3 2024 184 73 2025 169 73 2026 159 72 2027 154 72 2028 and thereafter 641 524 Less imputed interest (185) (152) $ 1,171 $ 665 |
Schedule of Operating Lease Maturities | As of June 1, 2023, maturities of lease liabilities by fiscal year were as follows: For the year ending Finance Leases Operating Leases Remainder of 2023 $ 49 $ 3 2024 184 73 2025 169 73 2026 159 72 2027 154 72 2028 and thereafter 641 524 Less imputed interest (185) (152) $ 1,171 $ 665 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable And Accrued Expenses | As of June 1, September 1, Accounts payable $ 1,640 $ 2,142 Property, plant, and equipment 1,523 2,170 Salaries, wages, and benefits 412 877 Income and other taxes 148 420 Other 454 481 $ 4,177 $ 6,090 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | June 1, 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 5.860 % 5.90 % $ — $ 587 $ 587 $ — $ 1,187 $ 1,187 2025 Term Loan A 6.503 % 6.64 % — 1,050 1,050 — — — 2026 Term Loan A 6.628 % 6.76 % 49 933 982 — — — 2027 Term Loan A 6.753 % 6.89 % 57 1,078 1,135 — — — 2026 Notes 4.975 % 5.07 % — 499 499 — 498 498 2027 Notes (1) 4.185 % 4.27 % — 796 796 — 806 806 2028 Notes 5.375 % 5.52 % — 596 596 — — — 2029 A Notes 5.327 % 5.40 % — 697 697 — 697 697 2029 B Notes 6.750 % 6.54 % — 1,263 1,263 — — — 2030 Notes 4.663 % 4.73 % — 846 846 — 846 846 2032 Green Bonds 2.703 % 2.77 % — 995 995 — 994 994 2033 A Notes 5.875 % 5.96 % — 745 745 — — — 2033 B Notes 5.875 % 6.01 % — 890 890 — — — 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 3.48 % 153 1,018 1,171 103 783 886 $ 259 $ 12,986 $ 13,245 $ 103 $ 6,803 $ 6,906 |
Schedule of Debt Activity | The table below presents the effects of debt financing and prepayment activities in the first nine months of 2023. Increase (Decrease) in Principal Increase (Decrease) in Carrying Value Increase (Decrease) in Cash Issuances 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 2028 Notes 600 596 596 2029 B Notes 1,250 1,264 1,264 2033 A Notes 750 745 745 2033 B Notes 900 890 890 Prepayments 2024 Term Loan A (600) (600) (600) $ 6,100 $ 6,088 $ 6,088 |
Schedule of Maturities of Notes Payable | As of June 1, 2023, maturities of notes payable by fiscal year were as follows: Remainder of 2023 $ 27 2024 107 2025 695 2026 1,659 2027 1,780 2028 and thereafter 7,942 Unamortized issuance costs, discounts, and premium, net (35) Hedge accounting fair value adjustment (101) $ 12,074 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | 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 84 12 — (1) 95 Amount reclassified out of accumulated other comprehensive income (loss) 199 1 (2) — 198 Tax effects (61) (13) 1 — (73) Other comprehensive income (loss) 222 — (1) (1) 220 As of June 1, 2023 $ (316) $ (47) $ 24 $ (1) $ (340) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value and Carrying Value of Debt Instruments | June 1, 2023 September 1, 2022 As of Fair Carrying Fair Carrying Notes $ 11,628 $ 12,074 $ 5,472 $ 6,020 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Notional or Contractual Amount Fair Value of Assets (1) Liabilities (2) As of June 1, 2023 Derivative instruments with hedge accounting designation Cash flow currency hedges $ 3,869 $ 31 $ (122) Cash flow commodity hedges 394 5 (4) Fair value interest rate hedges 900 — (101) Derivative instruments without hedge accounting designation Non-designated currency hedges 1,946 4 (19) $ 40 $ (246) 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. |
Equity Plans (Tables)
Equity Plans (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards Activity | Nine months ended June 1, June 2, Restricted stock award shares granted 14 12 Weighted-average grant-date fair value per share $ 54.13 $ 71.31 |
Stock-based Compensation Expense | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Stock-based compensation expense by caption Cost of goods sold $ 61 $ 57 $ 137 $ 145 Research and development 57 45 169 128 Selling, general, and administrative 34 33 107 98 Restructure (4) — (6) (5) $ 148 $ 135 $ 407 $ 366 Stock-based compensation expense by type of award Restricted stock awards $ 129 $ 116 $ 354 $ 316 ESPP 19 19 53 49 Stock options — — — 1 $ 148 $ 135 $ 407 $ 366 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Quarter ended Nine months ended June 1, June 2, June 1, June 2, DRAM $ 2,672 $ 6,271 $ 8,223 $ 17,577 NAND 1,013 2,288 3,001 6,123 Other (primarily NOR) 67 83 306 415 $ 3,752 $ 8,642 $ 11,530 $ 24,115 |
Restructure and Asset Impairm_2
Restructure and Asset Impairments (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructure and Asset Impairments | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Employee severance $ 70 $ — $ 163 $ — Asset impairments and other asset-related costs 1 — 9 59 Other (3) — (5) (16) Restructure and asset impairments $ 68 $ — $ 167 $ 43 |
Schedule of Restructuring Reserve | Employee Severance Restructure liability as of September 1, 2022 $ — Costs incurred and charged to expense 163 Costs paid or otherwise settled (117) Restructure liability as of June 1, 2023 $ 46 |
Other Operating (Income) Expe_2
Other Operating (Income) Expense, Net (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating (Income) Expense, Net | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Litigation contingency accrual $ 68 $ — $ 68 $ — (Gain) loss on disposition of property, plant, and equipment (24) (5) (46) (16) Other 4 (1) 7 5 $ 48 $ (6) $ 29 $ (11) |
Other Non-Operating Income (E_2
Other Non-Operating Income (Expense), Net (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of Other Nonoperating Income (Expense), Net | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Gain (loss) on debt repurchases $ — $ — $ — $ (83) Other — 8 (2) 22 $ — $ 8 $ (2) $ (61) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Provision) Benefit | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Income (loss) before taxes $ (1,753) $ 2,988 $ (4,200) $ 8,018 Income tax (provision) benefit (139) (358) (201) (832) Effective tax rate (7.9) % 12.0 % (4.8) % 10.4 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Net income (loss) – Basic and Diluted $ (1,896) $ 2,626 $ (4,403) $ 7,195 Weighted-average common shares outstanding – Basic 1,094 1,112 1,092 1,117 Dilutive effect of equity plans — 9 — 10 Weighted-average common shares outstanding – Diluted 1,094 1,121 1,092 1,127 Earnings (loss) per share Basic $ (1.73) $ 2.36 $ (4.03) $ 6.44 Diluted (1.73) 2.34 (4.03) 6.38 |
Segment and Other Information (
Segment and Other Information (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Results by Segment | Quarter ended Nine months ended June 1, June 2, June 1, June 2, Revenue CNBU $ 1,389 $ 3,895 $ 4,510 $ 10,762 MBU 819 1,967 2,419 5,749 EBU 912 1,435 2,777 3,932 SBU 627 1,341 1,814 3,662 All Other 5 4 10 10 $ 3,752 $ 8,642 $ 11,530 $ 24,115 Operating income (loss) CNBU $ (337) $ 1,778 $ (182) $ 4,864 MBU (478) 640 (1,017) 1,852 EBU 65 504 347 1,347 SBU (601) 221 (1,215) 551 All Other 2 1 6 5 (1,349) 3,144 (2,061) 8,619 Unallocated Provision to write down inventories to net realizable value (401) — (1,831) — Lower costs from sale of inventory written down in prior periods 281 — 281 — Stock-based compensation (151) (135) (413) (370) Restructure and asset impairments (68) — (167) (43) Litigation contingency accrual (68) — (68) — Other (5) (5) (14) (25) (412) (140) (2,212) (438) Operating income (loss) $ (1,761) $ 3,004 $ (4,273) $ 8,181 |
Certain Concentrations (Tables)
Certain Concentrations (Tables) | 9 Months Ended |
Jun. 01, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Market Concentration Risk | Revenue for key market segments as an approximate percent of total revenue is presented in the table below: Nine months ended June 1, June 2, Automotive, industrial, and consumer 25 % 15 % Enterprise and cloud server 20 % 20 % Client and graphics 20 % 20 % Mobile 20 % 25 % SSDs and other storage 15 % 15 % |
Cash and Investments (Details)
Cash and Investments (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 | Jun. 02, 2022 | Sep. 02, 2021 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | $ 9,298 | $ 8,262 | |||
Short-term Investments | 1,054 | 1,069 | |||
Long-term Marketable Investments | [1] | 973 | 1,647 | ||
Total Fair Value | 11,325 | 10,978 | |||
Restricted cash | [2] | 72 | 77 | ||
Cash, cash equivalents, and restricted cash | $ 9,370 | 8,339 | $ 9,261 | $ 7,829 | |
Minimum | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Debt Securities, Available-for-sale, Term, Noncurrent | 1 year | ||||
Maximum | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Debt Securities, Available-for-sale, Term, Noncurrent | 4 years | ||||
Cash | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | $ 6,834 | 6,055 | |||
Short-term Investments | 0 | 0 | |||
Long-term Marketable Investments | 0 | 0 | |||
Total Fair Value | 6,834 | 6,055 | |||
Money market funds | Level 1 | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | [3] | 1,132 | 1,196 | ||
Short-term Investments | [3] | 0 | 0 | ||
Long-term Marketable Investments | [1],[3] | 0 | 0 | ||
Total Fair Value | [3] | 1,132 | 1,196 | ||
Certificates of deposit | Level 2 | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | [4] | 1,326 | 976 | ||
Short-term Investments | [4] | 50 | 50 | ||
Long-term Marketable Investments | [1],[4] | 0 | 0 | ||
Total Fair Value | [4] | 1,376 | 1,026 | ||
Corporate bonds | Level 2 | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | [4] | 1 | 0 | ||
Short-term Investments | [4] | 776 | 759 | ||
Long-term Marketable Investments | [1],[4] | 507 | 995 | ||
Total Fair Value | [4] | 1,284 | 1,754 | ||
Asset-backed securities | Level 2 | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | [4] | 0 | 0 | ||
Short-term Investments | [4] | 17 | 20 | ||
Long-term Marketable Investments | [1],[4] | 435 | 608 | ||
Total Fair Value | [4] | 452 | 628 | ||
Government securities | Level 2 | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | [4] | 5 | 2 | ||
Short-term Investments | [4] | 111 | 155 | ||
Long-term Marketable Investments | [1],[4] | 31 | 44 | ||
Total Fair Value | [4] | 147 | 201 | ||
Commercial paper | Level 2 | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and Equivalents | [4] | 0 | 33 | ||
Short-term Investments | [4] | 100 | 85 | ||
Long-term Marketable Investments | [1],[4] | 0 | 0 | ||
Total Fair Value | [4] | $ 100 | $ 118 | ||
[1] The maturities of long-term marketable securities primarily range from one four years. |
Cash and Investments - Non-mark
Cash and Investments - Non-marketable Equity Investments (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 |
Equity Securities, FV-NI and without Readily Determinable Fair Value [Abstract] | ||
Equity Securities without Readily Determinable Fair Value, Amount | $ 217 | $ 222 |
Receivables (Details)
Receivables (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 2,042 | $ 4,765 |
Income and other taxes | 244 | 251 |
Other | 143 | 114 |
Receivables | $ 2,429 | $ 5,130 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 01, 2023 | Jun. 02, 2022 | Sep. 01, 2022 | |
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ||||
Finished goods | $ 1,775 | $ 1,775 | $ 1,028 | |
Work in process | 5,722 | 5,722 | 4,830 | |
Raw materials and supplies | 741 | 741 | 805 | |
Inventories | 8,238 | 8,238 | $ 6,663 | |
Production Related Impairments or Charges [Abstract] | ||||
Provision to write down inventories to net realizable value | $ 401 | $ 1,831 | $ 0 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 | |
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | $ 86,725 | $ 81,331 | |
Accumulated depreciation | (47,998) | (42,782) | |
Property, plant, and equipment, net | 38,727 | 38,549 | |
Land | |||
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | 279 | 280 | |
Buildings | |||
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | 17,622 | 16,676 | |
Equipment(1) | |||
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | [1] | 65,175 | 61,354 |
Equipment not placed into service | |||
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | 3,330 | 3,350 | |
Construction in progress(2) | |||
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | [2] | 2,398 | 1,897 |
Software | |||
Property, Plant, and Equipment including Finance Lease Right-of-Use Asset | |||
Property, plant, and equipment, gross | $ 1,251 | $ 1,124 | |
[1]Includes costs related to equipment not placed into service of $3.33 billion as of June 1, 2023 and $3.35 billion as of September 1, 2022.[2]Includes building-related construction, tool installation, and software costs for assets not placed into service. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Sep. 01, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Product and process technology, Gross | $ 622 | $ 742 | |
Accumulated amortization | (212) | (321) | |
Product and process technology, net | 410 | $ 421 | |
Amortizing assets [Line Items] | |||
Increase in product and process technology | 72 | $ 130 | |
Amortization [Abstract] | |||
Amortization of Intangible Assets | 66 | $ 63 | |
Annual amortization expense for intangible assets [Abstract] | |||
Remainder of 2023 | 19 | ||
2024 | 72 | ||
2025 | 50 | ||
2026 | 46 | ||
2027 | $ 42 | ||
Weighted Average | |||
Amortizing assets [Line Items] | |||
Useful lives of assets placed into service | 9 years | 9 years |
Leases - Cost and Cash Flows (D
Leases - Cost and Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | Sep. 01, 2022 | ||
Components of Lease Expense | ||||||
Amortization of right-of-use assets | $ 28 | $ 23 | $ 77 | $ 75 | ||
Interest on lease liabilities | 6 | 6 | 18 | 18 | ||
Operating lease cost(1) | [1] | 34 | 32 | 101 | 91 | |
Total lease cost | $ 68 | $ 61 | 196 | 184 | ||
Cash flows used for operating activities | ||||||
Finance leases | 17 | 18 | ||||
Operating leases | 91 | 81 | ||||
Cash flows used for financing activities | ||||||
Cash flows used for financing activities – Finance leases | 79 | 79 | ||||
Finance leases, noncash acquisitions of right-of-use assets | 354 | 304 | ||||
Operating leases, noncash acquisitions of right-of-use assets | $ 35 | $ 190 | ||||
Lessee, Finance Lease Description | ||||||
Finance Lease Right-of-Use Asset, Balance Sheet Location | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | |||
Finance lease right-of-use assets (included in property, plant, and equipment) | $ 1,187 | $ 1,187 | $ 904 | |||
Finance leases, Weighted-average remaining lease term (in years) | 10 years | 10 years | 12 years | |||
Finance leases, Weighted-average discount rate | 3.48% | 3.48% | 2.65% | |||
Lessee, Operating Lease Description | ||||||
Operating Lease Liability, Balance Sheet Location | Accounts payable and accrued expenses | Accounts payable and accrued expenses | Accounts payable and accrued expenses | |||
Current operating lease liabilities (included in accounts payable and accrued expenses) | $ 62 | $ 62 | $ 60 | |||
Operating leases, Weighted-average remaining lease term (in years) | 11 years | 11 years | 12 years | |||
Operating leases, Weighted-average discount rate | 3.11% | 3.11% | 2.90% | |||
[1]Operating lease cost includes short-term and variable lease expenses, which were not material for the periods presented. |
Leases - Maturities (Details)
Leases - Maturities (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 |
Finance Lease Maturities | ||
Remainder of 2023 | $ 49 | |
2024 | 184 | |
2025 | 169 | |
2026 | 159 | |
2027 | 154 | |
2028 and thereafter | 641 | |
Less imputed interest | (185) | |
Finance Lease Liability | 1,171 | $ 886 |
Operating Lease Maturities | ||
Remainder of 2023 | 3 | |
2024 | 73 | |
2025 | 73 | |
2026 | 72 | |
2027 | 72 | |
2028 and thereafter | 524 | |
Less imputed interest | (152) | |
Operating Lease Liability | $ 665 |
Leases - Not Yet Commenced (Det
Leases - Not Yet Commenced (Details) $ in Millions | Jun. 01, 2023 USD ($) |
Finance Lease Not yet Commenced | |
Payment obligations | $ 175 |
Weighted Average | |
Finance Lease Not yet Commenced | |
Lease term | 11 years |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accounts payable | $ 1,640 | $ 2,142 |
Property, plant, and equipment | 1,523 | 2,170 |
Salaries, wages, and benefits | 412 | 877 |
Income and other taxes | 148 | 420 |
Other | 454 | 481 |
Total accounts payable and accrued expenses | $ 4,177 | $ 6,090 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) | 9 Months Ended | ||||||||||
Jun. 07, 2023 | Apr. 13, 2023 | Oct. 31, 2022 | Jun. 01, 2023 | Apr. 11, 2023 | Mar. 27, 2023 | Feb. 09, 2023 | Jan. 05, 2023 | Nov. 03, 2022 | Sep. 01, 2022 | ||
Long-term Debt by Current and Noncurrent | |||||||||||
Total Long-term Debt | $ 12,074,000,000 | ||||||||||
Finance Lease Effective Rate (in ten thousandths) | 3.48% | 2.65% | |||||||||
Current Finance Lease Obligations | $ 153,000,000 | $ 103,000,000 | |||||||||
Long-Term Finance Lease Obligations | 1,018,000,000 | 783,000,000 | |||||||||
Total Finance Lease Obligations | 1,171,000,000 | 886,000,000 | |||||||||
Long-term Debt and Lease Obligation | |||||||||||
Current debt (including finance lease obligation) | 259,000,000 | 103,000,000 | |||||||||
Long-term debt (including finance lease obligation) | 12,986,000,000 | 6,803,000,000 | |||||||||
Total Net Carrying Amount of Debt (including finance lease obligation) | $ 13,245,000,000 | $ 6,906,000,000 | |||||||||
Current finance lease liability, statement of financial position | Current debt (including finance lease obligation) | Current debt (including finance lease obligation) | |||||||||
Noncurrent finance lease liability, statement of financial position | Long-term debt (including finance lease obligation) | Long-term debt (including finance lease obligation) | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | $ 6,100,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 6,088,000,000 | ||||||||||
Increase (Decrease) in Cash From Certain Debt Activities, Net | 6,088,000,000 | ||||||||||
Senior Unsecured Notes | |||||||||||
Debt discount and issuance costs | 35,000,000 | ||||||||||
Maturities of Notes Payable | |||||||||||
Remainder of 2023 | 27,000,000 | ||||||||||
2024 | 107,000,000 | ||||||||||
2025 | 695,000,000 | ||||||||||
2026 | 1,659,000,000 | ||||||||||
2027 | 1,780,000,000 | ||||||||||
2028 and thereafter | 7,942,000,000 | ||||||||||
Unamortized issuance costs, discounts, and premium, net | (35,000,000) | ||||||||||
Hedge accounting fair value adjustment | (101,000,000) | ||||||||||
Total Long-term Debt | 12,074,000,000 | ||||||||||
Interest rate swap | Fair value hedges | Designated hedging instruments | |||||||||||
Long-term Debt and Lease Obligation | |||||||||||
Notional or Contractual Amount | $ 900,000,000 | $ 900,000,000 | |||||||||
SOFR | Interest rate swap | Fair value hedges | Designated hedging instruments | |||||||||||
Long-term Debt and Lease Obligation | |||||||||||
Spread on 2027 Variable Interest Rate | 3.33% | ||||||||||
Term Loan | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Debt Covenant, Minimum Liquidity | $ 5,000,000,000 | ||||||||||
Term Loan | Maximum | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Debt Covenant, Ratio Of Total Debt To Adjusted EBITDA | 325% | ||||||||||
Debt Covenant, Ratio Of Net Debt To Adjusted EBITDA | 325% | ||||||||||
Debt Covenant, Ratio of Total Debt To Adjusted EBITDA, Temporary Increase | 375% | ||||||||||
Term Loan | 2024 Term Loan A | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 5.86% | ||||||||||
Effective Rate (in ten thousandths) | 5.90% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 587,000,000 | 1,187,000,000 | |||||||||
Total Long-term Debt | 587,000,000 | 1,187,000,000 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | (600,000,000) | ||||||||||
Increase (Decrease) in Carrying Value | (600,000,000) | ||||||||||
Repayments of Debt | $ (600,000,000) | (600,000,000) | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 587,000,000 | 1,187,000,000 | |||||||||
Term Loan | 2024 Term Loan A | SOFR | Minimum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 0.11% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 0.11% | ||||||||||
Term Loan | 2024 Term Loan A | SOFR | Maximum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 0.43% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 0.43% | ||||||||||
Term Loan | 2024 Term Loan A | Adjusted Term Secured Overnight Financing Rate SOFR | Minimum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 0.625% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 0.625% | ||||||||||
Term Loan | 2024 Term Loan A | Adjusted Term Secured Overnight Financing Rate SOFR | Maximum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 1.375% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 1.375% | ||||||||||
Term Loan | 2025, 2026, 2027 Term Loans | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | $ 600,000,000 | $ 2,600,000,000 | |||||||||
Debt Issuance Costs | 6,000,000 | ||||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | 600,000,000 | 2,600,000,000 | |||||||||
Debt Issuance Costs | 6,000,000 | ||||||||||
Term Loan | 2025, 2026, 2027 Term Loans | SOFR | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 0.10% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 0.10% | ||||||||||
Term Loan | 2025, 2026, 2027 Term Loans | Adjusted Term Secured Overnight Financing Rate SOFR | Minimum | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 1% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 1% | ||||||||||
Term Loan | 2025, 2026, 2027 Term Loans | Adjusted Term Secured Overnight Financing Rate SOFR | Maximum | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 2% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 2% | ||||||||||
Term Loan | 2025 Term Loan A | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 6.503% | ||||||||||
Effective Rate (in ten thousandths) | 6.64% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 1,050,000,000 | 0 | |||||||||
Total Long-term Debt | 1,050,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 1,052,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 1,050,000,000 | ||||||||||
Increase (Decrease) in Cash | 1,050,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | 125,000,000 | 927,000,000 | |||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | 125,000,000 | 927,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 1,050,000,000 | 0 | |||||||||
Term Loan | 2026 Term Loan A | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 6.628% | ||||||||||
Effective Rate (in ten thousandths) | 6.76% | ||||||||||
Current Portion of Long-term Debt | $ 49,000,000 | 0 | |||||||||
Noncurrent Long-Term Debt | 933,000,000 | 0 | |||||||||
Total Long-term Debt | 982,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 996,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 994,000,000 | ||||||||||
Increase (Decrease) in Cash | $ 994,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | 250,000,000 | 746,000,000 | |||||||||
Quarterly installment percentage | 1.25% | ||||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | 250,000,000 | 746,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 982,000,000 | 0 | |||||||||
Term Loan | 2027 Term Loan A | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 6.753% | ||||||||||
Effective Rate (in ten thousandths) | 6.89% | ||||||||||
Current Portion of Long-term Debt | $ 57,000,000 | 0 | |||||||||
Noncurrent Long-Term Debt | 1,078,000,000 | 0 | |||||||||
Total Long-term Debt | 1,135,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 1,152,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 1,149,000,000 | ||||||||||
Increase (Decrease) in Cash | $ 1,149,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | 225,000,000 | 927,000,000 | |||||||||
Quarterly installment percentage | 1.25% | ||||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | $ 225,000,000 | $ 927,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 1,135,000,000 | 0 | |||||||||
Corporate Bonds | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Debt Issuance Costs | $ 7,000,000 | ||||||||||
Senior Unsecured Notes | |||||||||||
Debt discount and issuance costs | $ 14,000,000 | ||||||||||
Debt Issuance Costs | 7,000,000 | ||||||||||
Maturities of Notes Payable | |||||||||||
Unamortized issuance costs, discounts, and premium, net | $ (14,000,000) | ||||||||||
Corporate Bonds | 2026 Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 4.975% | ||||||||||
Effective Rate (in ten thousandths) | 5.07% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 499,000,000 | 498,000,000 | |||||||||
Total Long-term Debt | 499,000,000 | 498,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 499,000,000 | 498,000,000 | |||||||||
Corporate Bonds | 2027 Notes(1) | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | [1] | 4.185% | |||||||||
Effective Rate (in ten thousandths) | [1] | 4.27% | |||||||||
Current Portion of Long-term Debt | [1] | $ 0 | 0 | ||||||||
Noncurrent Long-Term Debt | [1] | 796,000,000 | 806,000,000 | ||||||||
Total Long-term Debt | [1] | 796,000,000 | 806,000,000 | ||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | [1] | $ 796,000,000 | 806,000,000 | ||||||||
Corporate Bonds | 2028 Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 5.375% | 5.375% | |||||||||
Effective Rate (in ten thousandths) | 5.52% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 596,000,000 | 0 | |||||||||
Total Long-term Debt | 596,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 600,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 596,000,000 | ||||||||||
Increase (Decrease) in Cash | 596,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | $ 600,000,000 | ||||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | $ 600,000,000 | ||||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 596,000,000 | 0 | |||||||||
Corporate Bonds | 2029 A Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 5.327% | ||||||||||
Effective Rate (in ten thousandths) | 5.40% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 697,000,000 | 697,000,000 | |||||||||
Total Long-term Debt | 697,000,000 | 697,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 697,000,000 | 697,000,000 | |||||||||
Corporate Bonds | 2029 B Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 6.75% | 6.75% | |||||||||
Effective Rate (in ten thousandths) | 6.54% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 1,263,000,000 | 0 | |||||||||
Total Long-term Debt | 1,263,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 1,250,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 1,264,000,000 | ||||||||||
Increase (Decrease) in Cash | 1,264,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | $ 750,000,000 | 500,000,000 | |||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | 750,000,000 | 500,000,000 | |||||||||
Debt discount and issuance costs | $ 6,000,000 | ||||||||||
Unamortized Debt Issuance Premium | $ 22,000,000 | ||||||||||
Redemption price percentage upon change in control | 100% | ||||||||||
Debt Covenant, Restricted Subsidiaries, Ownership Percentage by Parent (in hundredths) | 80% | ||||||||||
Debt Instrument, Redemption Price Percentage, Change in Control Event | 101% | ||||||||||
Maturities of Notes Payable | |||||||||||
Unamortized issuance costs, discounts, and premium, net | $ (6,000,000) | ||||||||||
Total Long-term Debt | $ 1,263,000,000 | 0 | |||||||||
Corporate Bonds | 2030 Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 4.663% | ||||||||||
Effective Rate (in ten thousandths) | 4.73% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 846,000,000 | 846,000,000 | |||||||||
Total Long-term Debt | 846,000,000 | 846,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 846,000,000 | 846,000,000 | |||||||||
Corporate Bonds | 2032 Green Bonds | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 2.703% | ||||||||||
Effective Rate (in ten thousandths) | 2.77% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 995,000,000 | 994,000,000 | |||||||||
Total Long-term Debt | 995,000,000 | 994,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 995,000,000 | 994,000,000 | |||||||||
Corporate Bonds | 2033 A Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 5.875% | 5.875% | |||||||||
Effective Rate (in ten thousandths) | 5.96% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 745,000,000 | 0 | |||||||||
Total Long-term Debt | 745,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 750,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 745,000,000 | ||||||||||
Increase (Decrease) in Cash | 745,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | $ 750,000,000 | ||||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | $ 750,000,000 | ||||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 745,000,000 | 0 | |||||||||
Corporate Bonds | 2033 B Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 5.875% | 5.875% | |||||||||
Effective Rate (in ten thousandths) | 6.01% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 890,000,000 | 0 | |||||||||
Total Long-term Debt | 890,000,000 | 0 | |||||||||
Debt Activity | |||||||||||
Increase (Decrease) in Principal | 900,000,000 | ||||||||||
Increase (Decrease) in Carrying Value | 890,000,000 | ||||||||||
Increase (Decrease) in Cash | 890,000,000 | ||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Principal amount of debt issued | $ 900,000,000 | ||||||||||
Senior Unsecured Notes | |||||||||||
Principal amount of debt issued | $ 900,000,000 | ||||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 890,000,000 | 0 | |||||||||
Corporate Bonds | 2041 Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 3.366% | ||||||||||
Effective Rate (in ten thousandths) | 3.41% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 497,000,000 | 496,000,000 | |||||||||
Total Long-term Debt | 497,000,000 | 496,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 497,000,000 | 496,000,000 | |||||||||
Corporate Bonds | 2051 Notes | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Stated Rate (exact percentage) | 3.477% | ||||||||||
Effective Rate (in ten thousandths) | 3.52% | ||||||||||
Current Portion of Long-term Debt | $ 0 | 0 | |||||||||
Noncurrent Long-Term Debt | 496,000,000 | 496,000,000 | |||||||||
Total Long-term Debt | 496,000,000 | 496,000,000 | |||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | 496,000,000 | $ 496,000,000 | |||||||||
Revolving Credit Facility | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Debt Covenant, Minimum Liquidity | $ 5,000,000,000 | ||||||||||
Revolving Credit Facility | Maximum | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Debt Covenant, Ratio Of Net Debt To Adjusted EBITDA | 325% | ||||||||||
Debt Covenant, Ratio of Total Debt To Adjusted EBITDA, Temporary Increase | 375% | ||||||||||
Revolving Credit Facility | 2026 Revolving Credit Facility | |||||||||||
Long-term Debt by Current and Noncurrent | |||||||||||
Total Long-term Debt | 0 | ||||||||||
Revolving Credit Facility | |||||||||||
Available borrowing capacity | 2,500,000,000 | ||||||||||
Maturities of Notes Payable | |||||||||||
Total Long-term Debt | $ 0 | ||||||||||
Revolving Credit Facility | 2026 Revolving Credit Facility | SOFR | Minimum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 0.11% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 0.11% | ||||||||||
Revolving Credit Facility | 2026 Revolving Credit Facility | SOFR | Maximum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 0.43% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 0.43% | ||||||||||
Revolving Credit Facility | 2026 Revolving Credit Facility | Adjusted Term Secured Overnight Financing Rate SOFR | Minimum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 1% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 1% | ||||||||||
Revolving Credit Facility | 2026 Revolving Credit Facility | Adjusted Term Secured Overnight Financing Rate SOFR | Maximum | Subsequent Event | |||||||||||
Term Loan Agreement and 2024 Term Loan A | |||||||||||
Margin on variable rate financing | 1.75% | ||||||||||
Revolving Credit Facility | |||||||||||
Margin on variable rate financing | 1.75% | ||||||||||
[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, and as a result, the carrying values of our 2027 Notes reflect adjustments in fair value. |
Commitments (Details)
Commitments (Details) | 3 Months Ended |
Mar. 02, 2023 | |
Power Purchase Agreement | |
Long-Term Purchase Commitment [Line Items] | |
Long-Term Purchase Commitment, Period | 18 years |
Contingencies (Details)
Contingencies (Details) - 9 months ended Jun. 01, 2023 ¥ in Millions, $ in Millions | CNY (¥) patent complaint | USD ($) patent complaint |
Securities Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of pending complaints | complaint | 1 | 1 |
Fujian Jinhua Integrated Circuit Co., Ltd. vs Micron-Complaint 1 | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Damages sought on alleged patent infringement | ¥ | ¥ 98 | |
United Microelectronics Corporation vs Micron-Complaint 1 | Patent Matters | Withdrawn Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Damages sought on alleged patent infringement | ¥ | ¥ 90 | |
United Microelectronics Corporation vs Micron-Complaint 2 | Patent Matters | Withdrawn Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Damages sought on alleged patent infringement | ¥ | ¥ 90 | |
Fujian Jinhua Integrated Circuit Co., Ltd. vs Micron-Complaint 2 | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Damages sought on alleged patent infringement | ¥ | ¥ 98 | |
Flash-Control, LLC vs Micron | Patent Matters | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 4 | 4 |
Number of patents found not infringed | 2 | 2 |
Netlist Inc. vs Micron | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Netlist Inc vs Micron - Complaint 2 | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 3 | 3 |
Netlist Inc. vs Micron - Complaint 3 | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 2 | 2 |
Netlist Inc. vs Micron - Complaint 4 | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 6 | 6 |
Netlist Inc. vs Micron - Complaint 5 | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Netlist Inc. vs Micron - Complaint 5 Amendment | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 2 | 2 |
Vervain LLC vs Micron | Patent Matters | Dismissed Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 4 | 4 |
Sonrai Memory, Ltd. vs Micron | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 2 | 2 |
Besang, Inc. vs Micron | Patent Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of patents allegedly infringed | 1 | 1 |
Qimonda AG Inotera Share Purchase Proceedings | ||
Loss Contingencies [Line Items] | ||
Percentage of total Inotera shares subject to litigation (in hundredths) | 18% | 18% |
Loss contingency judgment, amount under appeal | $ | $ 1 | |
DRAM Purchasers Canada vs Micron | Antitrust Matters | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Number of pending complaints | complaint | 6 | 6 |
Equity - Common Stock Repurchas
Equity - Common Stock Repurchases and Dividends (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||||||
Jun. 28, 2023 | Jun. 01, 2023 | Mar. 02, 2023 | Dec. 01, 2022 | Jun. 02, 2022 | Mar. 03, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | |
Common Stock Repurchases | |||||||||
Payments for Repurchase of Common Stock | $ 425,000,000 | $ 1,648,000,000 | |||||||
Dividends | |||||||||
Payments of Common Stock Dividends | $ 126,000,000 | $ 126,000,000 | $ 126,000,000 | 378,000,000 | $ 335,000,000 | ||||
Payments of Common Stock Dividends (per share) | $ 0.115 | $ 0.115 | $ 0.115 | ||||||
Cash dividends declared (per share) | $ 0.115 | $ 0.115 | $ 0.115 | $ 0.10 | $ 0.10 | ||||
Subsequent Event | |||||||||
Dividends | |||||||||
Cash dividends declared (per share) | $ 0.115 | ||||||||
Dividends Payable, Date to be Paid | Jul. 25, 2023 | ||||||||
Dividends Payable, Date of Record | Jul. 10, 2023 | ||||||||
Repurchases Authorized by the BOD | |||||||||
Common Stock Repurchases | |||||||||
Common Stock Repurchase, Authorized Amount | $ 10,000,000,000 | $ 10,000,000,000 | $ 10,000,000,000 | ||||||
Treasury Shares Repurchased (in shares) | 0 | 0 | 8,600,000 | ||||||
Payments for Repurchase of Common Stock | $ 425,000,000 | $ 6,890,000,000 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Jun. 01, 2023 | Mar. 02, 2023 | Dec. 01, 2022 | Jun. 02, 2022 | Mar. 03, 2022 | Dec. 02, 2021 | Jun. 01, 2023 | Jun. 02, 2022 | |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated other comprehensive income (loss) | $ (560) | $ (560) | ||||||
Other comprehensive income (loss) before reclassifications | 95 | |||||||
Amount reclassified out of accumulated other comprehensive income (loss) | 198 | |||||||
Tax effects | (73) | |||||||
Other comprehensive income (loss) | $ 33 | $ 100 | 87 | $ (226) | $ (47) | $ (93) | 220 | $ (366) |
Accumulated other comprehensive income (loss) | (340) | (340) | ||||||
Gains (Losses) on Derivative Instruments | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated other comprehensive income (loss) | (538) | (538) | ||||||
Other comprehensive income (loss) before reclassifications | 84 | |||||||
Amount reclassified out of accumulated other comprehensive income (loss) | 199 | |||||||
Tax effects | (61) | |||||||
Other comprehensive income (loss) | 222 | |||||||
Accumulated other comprehensive income (loss) | (316) | (316) | ||||||
Unrealized Gains (Losses) on Investments | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated other comprehensive income (loss) | (47) | (47) | ||||||
Other comprehensive income (loss) before reclassifications | 12 | |||||||
Amount reclassified out of accumulated other comprehensive income (loss) | 1 | |||||||
Tax effects | (13) | |||||||
Other comprehensive income (loss) | 0 | |||||||
Accumulated other comprehensive income (loss) | (47) | (47) | ||||||
Pension Liability Adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated other comprehensive income (loss) | 25 | 25 | ||||||
Other comprehensive income (loss) before reclassifications | 0 | |||||||
Amount reclassified out of accumulated other comprehensive income (loss) | (2) | |||||||
Tax effects | 1 | |||||||
Other comprehensive income (loss) | (1) | |||||||
Accumulated other comprehensive income (loss) | 24 | 24 | ||||||
Cumulative Foreign Currency Translation Adjustment | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated other comprehensive income (loss) | $ 0 | 0 | ||||||
Other comprehensive income (loss) before reclassifications | (1) | |||||||
Amount reclassified out of accumulated other comprehensive income (loss) | 0 | |||||||
Tax effects | 0 | |||||||
Other comprehensive income (loss) | (1) | |||||||
Accumulated other comprehensive income (loss) | $ (1) | $ (1) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair and Carrying Value of Debt (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Sep. 01, 2022 |
Fair Value | ||
Fair Value of Notes Payable | ||
Notes (level 2) | $ 11,628 | $ 5,472 |
Carrying Value | ||
Fair Value of Notes Payable | ||
Notes (level 2) | $ 12,074 | $ 6,020 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts and Fair Values (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 01, 2023 | Sep. 01, 2022 | ||
Fair Value of Derivative Assets and Liabilities | |||
Fair Value of Assets | [1] | $ 40 | $ 8 |
Fair Value of Liabilities | [2] | $ (246) | (440) |
Designated hedging instruments | Cash flow hedges | |||
Fair Value of Derivative Assets and Liabilities | |||
General maturity of cash flow hedges (in years) | 2 years | ||
Designated hedging instruments | Cash flow hedges | Currency hedges | |||
Notional Disclosures | |||
Notional or Contractual Amount | $ 3,869 | 5,427 | |
Fair Value of Derivative Assets and Liabilities | |||
Fair Value of Assets | [1] | 31 | 0 |
Fair Value of Liabilities | [2] | (122) | (330) |
Designated hedging instruments | Cash flow hedges | Commodity hedges | |||
Notional Disclosures | |||
Notional or Contractual Amount | 394 | 97 | |
Fair Value of Derivative Assets and Liabilities | |||
Fair Value of Assets | [1] | 5 | 1 |
Fair Value of Liabilities | [2] | (4) | (6) |
Designated hedging instruments | Fair value hedges | Interest rate swap | |||
Notional Disclosures | |||
Notional or Contractual Amount | 900 | 900 | |
Fair Value of Derivative Assets and Liabilities | |||
Fair Value of Assets | [1] | 0 | 0 |
Fair Value of Liabilities | [2] | (101) | (91) |
Not designated hedging instruments | Currency hedges | |||
Notional Disclosures | |||
Notional or Contractual Amount | 1,946 | 2,821 | |
Fair Value of Derivative Assets and Liabilities | |||
Fair Value of Assets | [1] | 4 | 7 |
Fair Value of Liabilities | [2] | $ (19) | $ (13) |
General maturity of currency forward contracts (in months) | 3 months | ||
[1]Included in receivables and other noncurrent assets.[2]Included in accounts payable and accrued expenses and other noncurrent liabilities. |
Derivative Instruments - Gain (
Derivative Instruments - Gain (Loss) on Derivatives (Details) - Designated hedging instruments - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | |
Cash flow hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gains (losses) recognized in other comprehensive income from cash flow hedges | $ (40) | $ (299) | $ 88 | $ (469) |
Gain (Loss) from Components Excluded from Assessment of Cash Flow Hedge Effectiveness, Net | (26) | (71) | ||
Reclassifications form other comprehensive income (loss) to earnings | $ (77) | (199) | ||
Cash flow hedge (losses) expected to be reclassified into earnings within twelve months | $ (179) | |||
Fair value hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments | (47) | (81) | ||
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge | $ 47 | $ 81 |
Equity Plans - Share Based Info
Equity Plans - Share Based Information, Restricted Stock Awards, and ESPP (Details) - $ / shares shares in Millions | 9 Months Ended | |
Jun. 01, 2023 | Jun. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for future awards (in shares) | 102 | |
Restricted stock awards | ||
Restricted Stock and Restricted Stock Units ("Restricted Stock Awards") | ||
Restricted stock award shares granted (in shares) | 14 | 12 |
Weighted-average grant date fair value per share (in dollars per share) | $ 54.13 | $ 71.31 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for future awards (in shares) | 16 | |
Employee Stock Purchase Plan ("ESPP") | ||
ESPP shares purchased (in shares) | 3 | 2 |
Price of common shares issued (in dollars per share) | $ 52.45 | $ 65.94 |
Equity Plans - Stock-based comp
Equity Plans - Stock-based compensation expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | Sep. 01, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 148 | $ 135 | $ 407 | $ 366 | |
Equity Plans, Additional Disclosures | |||||
Total unrecognized compensation costs related to non-vested awards expected to be recognized | 1,230 | $ 1,230 | |||
Weighted average period that unrecognized compensation costs is expected to be recognized (in years) | 1 year 3 months 18 days | ||||
Equity plans | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expense capitalized and remained in inventory | 89 | $ 89 | $ 48 | ||
Restricted stock awards | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 129 | 116 | 354 | 316 | |
Employee Stock Purchase Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 19 | 19 | 53 | 49 | |
Employee Stock Option | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 0 | 0 | 0 | 1 | |
Cost of goods sold | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 61 | 57 | 137 | 145 | |
Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 57 | 45 | 169 | 128 | |
Selling, general, and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 34 | 33 | 107 | 98 | |
Restructure | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ (4) | $ 0 | $ (6) | $ (5) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | Sep. 01, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 3,752 | $ 8,642 | $ 11,530 | $ 24,115 | |
Consideration Payable to Customers | |||||
Estimated consideration payable to customers for pricing adjustments and returns | 604 | 604 | $ 1,260 | ||
Proceeds from Insurance Settlement | |||||
Proceeds from Insurance Settlement | 108 | ||||
Business Interruption Recovered in Q3-23 | |||||
Proceeds from Insurance Settlement | |||||
Proceeds from Insurance Settlement | 72 | ||||
DRAM | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 2,672 | 6,271 | 8,223 | 17,577 | |
NAND | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 1,013 | 2,288 | 3,001 | 6,123 | |
Other (primarily NOR) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 67 | $ 83 | $ 306 | $ 415 |
Restructure and Asset Impairm_3
Restructure and Asset Impairments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |||||
Employee severance | $ 70 | $ 0 | $ 163 | $ 0 | |
Asset impairments and other asset-related costs | 1 | 0 | 9 | 59 | |
Other Restructuring Costs | (3) | 0 | (5) | (16) | |
Restructure and asset impairments | 68 | $ 0 | 167 | $ 43 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost, Expected Cost | 170 | 170 | |||
Costs incurred and charged to expense | 68 | 167 | |||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructure liability as of September 1, 2022 | 0 | ||||
Costs incurred and charged to expense | 163 | ||||
Costs paid or otherwise settled | (117) | ||||
Restructure liability as of June 1, 2023 | $ 46 | $ 46 | |||
Forecast | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring, Expected Headcount Reduction (percentage) | 15% |
Other Operating (Income) Expe_3
Other Operating (Income) Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | |
Other Income and Expenses [Abstract] | ||||
Litigation contingency accrual | $ 68 | $ 0 | $ 68 | $ 0 |
(Gain) loss on disposition of property, plant, and equipment | (24) | (5) | (46) | (16) |
Other | 4 | (1) | 7 | 5 |
Other operating (income) expense, net | $ 48 | $ (6) | $ 29 | $ (11) |
Other Non-Operating Income (E_3
Other Non-Operating Income (Expense), Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | |
Other Nonoperating Income (Expense) [Abstract] | ||||
Gain (loss) on debt repurchases | $ 0 | $ 0 | $ 0 | $ (83) |
Other | 0 | 8 | (2) | 22 |
Other non-operating income (expense), net | $ 0 | $ 8 | $ (2) | $ (61) |
Income Taxes - Income (loss) be
Income Taxes - Income (loss) before Taxes and Other Items (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 | Jun. 02, 2022 | Jun. 01, 2023 | Jun. 02, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before taxes | $ (1,753) | $ 2,988 | $ (4,200) | $ 8,018 |
Income tax (provision) benefit | $ (139) | $ (358) | $ (201) | $ (832) |
Effective tax rate | (7.90%) | 12% | (4.80%) | 10.40% |
Tax benefit from incentive arrangements | $ 361 | $ 955 | ||
Tax benefit per diluted share from incentive arrangements | $ 0.32 | $ 0.85 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Jun. 01, 2023 | Mar. 02, 2023 | Dec. 01, 2022 | Jun. 02, 2022 | Mar. 03, 2022 | Dec. 02, 2021 | Jun. 01, 2023 | Jun. 02, 2022 | |
Earnings Per Share Reconciliation | ||||||||
Net income (loss) - Basic | $ (1,896) | $ (2,312) | $ (195) | $ 2,626 | $ 2,263 | $ 2,306 | $ (4,403) | $ 7,195 |
Net income (loss) - Diluted | $ (1,896) | $ 2,626 | $ (4,403) | $ 7,195 | ||||
Weighted Average Number of Shares Outstanding Reconciliation | ||||||||
Weighted-average common shares outstanding – Basic | 1,094 | 1,112 | 1,092 | 1,117 | ||||
Dilutive effect of equity plans | 0 | 9 | 0 | 10 | ||||
Weighted-average common shares outstanding – Diluted | 1,094 | 1,121 | 1,092 | 1,127 | ||||
Basic (in dollars per share) | $ (1.73) | $ 2.36 | $ (4.03) | $ 6.44 | ||||
Diluted (in dollars per share) | $ (1.73) | $ 2.34 | $ (4.03) | $ 6.38 | ||||
Antidilutive potential common shares that could dilute basic earnings per share in the future (in shares) | 31 | 4 | 33 | 3 |
Segment and Other Information_2
Segment and Other Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 01, 2023 USD ($) | Jun. 02, 2022 USD ($) | Jun. 01, 2023 USD ($) segment | Jun. 02, 2022 USD ($) | |
Reportable Segments | ||||
Number of reportable segments | segment | 4 | |||
Net sales | ||||
Revenue | $ 3,752 | $ 8,642 | $ 11,530 | $ 24,115 |
Unallocated | ||||
Provision to write down inventories to net realizable value | (401) | (1,831) | 0 | |
Stock-based compensation | (148) | (135) | (407) | (366) |
Restructure and asset impairments | (68) | 0 | (167) | (43) |
Litigation contingency accrual | (68) | 0 | (68) | 0 |
Operating income (loss) | (1,761) | 3,004 | (4,273) | 8,181 |
Operating Segments | ||||
Unallocated | ||||
Operating income (loss) | (1,349) | 3,144 | (2,061) | 8,619 |
Unallocated | ||||
Unallocated | ||||
Provision to write down inventories to net realizable value | (401) | 0 | (1,831) | 0 |
Lower costs from sale of inventory written down in prior periods | 281 | 0 | 281 | 0 |
Stock-based compensation | (151) | (135) | (413) | (370) |
Restructure and asset impairments | (68) | 0 | (167) | (43) |
Litigation contingency accrual | (68) | 0 | (68) | 0 |
Other | (5) | (5) | (14) | (25) |
Operating income (loss) | (412) | (140) | (2,212) | (438) |
CNBU | ||||
Net sales | ||||
Revenue | 1,389 | 3,895 | 4,510 | 10,762 |
CNBU | Operating Segments | ||||
Unallocated | ||||
Operating income (loss) | (337) | 1,778 | (182) | 4,864 |
MBU | ||||
Net sales | ||||
Revenue | 819 | 1,967 | 2,419 | 5,749 |
MBU | Operating Segments | ||||
Unallocated | ||||
Operating income (loss) | (478) | 640 | (1,017) | 1,852 |
EBU | ||||
Net sales | ||||
Revenue | 912 | 1,435 | 2,777 | 3,932 |
EBU | Operating Segments | ||||
Unallocated | ||||
Operating income (loss) | 65 | 504 | 347 | 1,347 |
SBU | ||||
Net sales | ||||
Revenue | 627 | 1,341 | 1,814 | 3,662 |
SBU | Operating Segments | ||||
Unallocated | ||||
Operating income (loss) | (601) | 221 | (1,215) | 551 |
All Other | ||||
Net sales | ||||
Revenue | 5 | 4 | 10 | 10 |
All Other | Operating Segments | ||||
Unallocated | ||||
Operating income (loss) | $ 2 | $ 1 | $ 6 | $ 5 |
Certain Concentrations (Details
Certain Concentrations (Details) - Revenue from Contract with Customer - Product Concentration Risk | 9 Months Ended | |
Jun. 01, 2023 | Jun. 02, 2022 | |
Automotive, industrial, and consumer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 25% | 15% |
Enterprise and cloud server | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 20% | 20% |
Client and graphics | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 20% | 20% |
Mobile | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 20% | 25% |
SSDs and other storage | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 15% | 15% |