Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
June 30, 2022
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
8000 South Federal Way
Boise, Idaho 83716-9632
(Address of principal executive offices and Zip Code)
(208) 368-4000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.10 per shareMUNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.
On June 30, 2022, we announced the financial results for our third quarter of fiscal 2022 ended June 2, 2022. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:June 30, 2022By:/s/ Mark Murphy
Name:Mark Murphy
Executive Vice President and Chief Financial Officer


Exhibit 99.1
Contacts:Farhan AhmadErica Rodriguez Pompen
Investor RelationsMedia Relations
(408) 834-1927(408) 834-1873


Multiple end-market and product revenue records reflect broad portfolio momentum

BOISE, Idaho, June 30, 2022 – Micron Technology, Inc. (Nasdaq: MU) today announced results for its third quarter of fiscal 2022, which ended June 2, 2022.

Fiscal Q3 2022 highlights
Revenue of $8.64 billion versus $7.79 billion for the prior quarter and $7.42 billion for the same period last year
GAAP net income of $2.63 billion, or $2.34 per diluted share
Non-GAAP net income of $2.94 billion, or $2.59 per diluted share
Operating cash flow of $3.84 billion versus $3.63 billion for the prior quarter and $3.56 billion for the same period last year

“Micron delivered record revenue in the fiscal third quarter driven by our team’s excellent execution across technology, products and manufacturing,” said Micron Technology President and CEO Sanjay Mehrotra. “Recently, the industry demand environment has weakened, and we are taking action to moderate our supply growth in fiscal 2023. We are confident about the long-term secular demand for memory and storage and are well positioned to deliver strong cross-cycle financial performance.”

Quarterly Financial Results
(in millions, except per share amounts)
Revenue$8,642 $7,786 $7,422 $8,642 $7,786 $7,422 
Gross margin4,035 3,676 3,126 4,097 3,724 3,185 
percent of revenue46.7 %47.2 %42.1 %47.4 %47.8 %42.9 %
Operating expenses1,031 1,130 1,327 953 974 821 
Operating income3,004 2,546 1,799 3,144 2,750 2,364 
percent of revenue34.8 %32.7 %24.2 %36.4 %35.3 %31.9 %
Net income2,626 2,263 1,735 2,939 2,444 2,173 
Diluted earnings per share2.34 2.00 1.52 2.59 2.14 1.88 

Investments in capital expenditures, net(2) were $2.53 billion for the third quarter of 2022, which resulted in adjusted free cash flow(2) of $1.31 billion. Micron repurchased approximately 13.8 million shares of its common stock for $981 million during the third quarter of fiscal 2022 and ended the quarter with cash, marketable investments, and restricted cash of $11.98 billion, for a net cash(2) position of $5.01 billion.

On June 30, 2022, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on July 26, 2022, to shareholders of record as of the close of business on July 11, 2022.


Business Outlook

The following table presents Micron’s guidance for the fourth quarter of 2022:
GAAP(1) Outlook
Non-GAAP(2) Outlook
$7.2 billion ± $400 million$7.2 billion ± $400 million
Gross margin
41.5% ± 1.5%42.5% ± 1.5%
Operating expenses
$1.13 billion ± $25 million$1.05 billion ± $25 million
Diluted earnings per share
$1.52 ± $0.20$1.63 ± $0.20

Further information regarding Micron’s business outlook is included in the prepared remarks and slides, which have been posted at

Investor Webcast

Micron will host a conference call on Thursday, June 30, 2022 at 2:30 p.m. Mountain time to discuss its third quarter financial results and provide forward-looking guidance for its fourth quarter. A live webcast of the call will be available online at A webcast replay will be available for one year after the call. For Investor Relations and other company updates, follow @MicronTech on Twitter at

About Micron Technology, Inc.

We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and 5G applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience. To learn more about Micron Technology, Inc. (Nasdaq: MU), visit

© 2022 Micron Technology, Inc. All rights reserved. Micron, the Micron logo, and all other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements regarding our industry, demand for our products, our strategic position, and our financial and operating results. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially. Please refer to the documents we file with the Securities and Exchange Commission, specifically our most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause our actual results to differ materially from those contained in these forward-looking statements. These certain factors can be found at Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements to conform these statements to actual results.

(1)GAAP represents U.S. Generally Accepted Accounting Principles.
(2)Non-GAAP represents GAAP excluding the impact of certain activities, which management excludes in analyzing our operating results and understanding trends in our earnings, adjusted free cash flow, net cash, and business outlook. Further information regarding Micron’s use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures are included within this press release.

(In millions, except per share amounts)

3rd Qtr.2nd Qtr.3rd Qtr.Nine months ended
June 2,
March 3,
June 3,
June 2,
June 3,
Revenue$8,642 $7,786 $7,422 $24,115 $19,431 
Cost of goods sold4,607 4,110 4,296 12,839 12,920 
Gross margin4,035 3,676 3,126 11,276 6,511 
Research and development773 792 670 2,277 1,958 
Selling, general, and administrative264 263 230 786 658 
Restructure and asset impairments— 453 43 466 
Other operating (income) expense, net(6)70 (26)(11)101 
Operating income3,004 2,546 1,799 8,181 3,328 
Interest income20 12 42 28 
Interest expense(44)(55)(46)(144)(136)
Other non-operating income (expense), net45 (61)62 
2,988 2,509 1,806 8,018 3,282 
Income tax (provision) benefit(358)(255)(65)(832)(164)
Equity in net income (loss) of equity method investees(4)(6)23 
Net income$2,626 $2,263 $1,735 $7,195 $3,141 
Earnings per share
Basic$2.36 $2.02 $1.55 $6.44 $2.81 
Diluted2.34 2.00 1.52 6.38 2.75 
Number of shares used in per share calculations
Basic1,112 1,119 1,121 1,117 1,119 
Diluted1,121 1,130 1,145 1,127 1,141 


(In millions)
As ofJune 2,
March 3,
September 2,
Cash and equivalents$9,157 $9,116 $7,763 
Short-term investments1,070 1,006 870 
Receivables6,229 5,384 5,311 
Inventories5,629 5,383 4,487 
Assets held for sale15 13 974 
Other current assets608 600 502 
Total current assets22,708 21,502 19,907 
Long-term marketable investments1,646 1,717 1,765 
Property, plant, and equipment36,665 36,171 33,213 
Operating lease right-of-use assets690 587 551 
Intangible assets415 414 349 
Deferred tax assets682 762 782 
Goodwill1,228 1,228 1,228 
Other noncurrent assets1,262 1,315 1,054 
Total assets$65,296 $63,696 $58,849 
Liabilities and equity
Accounts payable and accrued expenses$5,788 $5,650 $5,325 
Current debt107 123 155 
Other current liabilities1,114 1,145 944 
Total current liabilities7,009 6,918 6,424 
Long-term debt6,856 6,953 6,621 
Noncurrent operating lease liabilities629 535 504 
Noncurrent unearned government incentives663 704 808 
Other noncurrent liabilities858 741 559 
Total liabilities16,015 15,851 14,916 
Commitments and contingencies
Shareholders’ equity
Common stock122 122 122 
Additional capital9,950 9,816 9,453 
Retained earnings45,916 43,407 39,051 
Treasury stock(6,343)(5,362)(4,695)
Accumulated other comprehensive income (loss)(364)(138)
Total equity49,281 47,845 43,933 
Total liabilities and equity$65,296 $63,696 $58,849 


(In millions)

Nine months endedJune 2,
June 3,
Cash flows from operating activities
Net income$7,195 $3,141 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation expense and amortization of intangible assets5,234 4,593 
Stock-based compensation378 285 
(Gain) loss on debt repurchases and conversions83 
Restructure and asset impairments43 446 
Change in operating assets and liabilities
Accounts payable and accrued expenses382 (309)
Other141 (47)
Net cash provided by operating activities11,404 8,584 
Cash flows from investing activities  
Expenditures for property, plant, and equipment(8,454)(8,015)
Purchases of available-for-sale securities(1,359)(1,919)
Proceeds from sale of Lehi, Utah fab888 — 
Proceeds from maturities of available-for-sale securities964 1,024 
Proceeds from sales of available-for-sale securities258 473 
Proceeds from government incentives104 335 
Net cash provided by (used for) investing activities(7,761)(8,055)
Cash flows from financing activities  
Repayments of debt(2,008)(1,344)
Repurchases of common stock - repurchase program(1,648)(150)
Payments of dividends to shareholders(335)— 
Payments on equipment purchase contracts(132)(139)
Repurchases of common stock - withholdings on employee equity awards (116)(84)
Proceeds from issuance of debt2,000 1,188 
Other99 92 
Net cash provided by (used for) financing activities(2,140)(437)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash1,432 136 
Cash, cash equivalents, and restricted cash at beginning of period7,829 7,690 
Cash, cash equivalents, and restricted cash at end of period$9,261 $7,826 



Lehi, Utah Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi that was dedicated to 3D XPoint production. As a result, we classified the property, plant, and equipment as held for sale and ceased depreciating the assets. On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to Texas Instruments Incorporated (“TI”) and closed the sale on October 22, 2021.

In the first quarter of 2022, we received $893 million from TI for the sale of the Lehi facility and disposed of $918 million of net assets, consisting primarily of property, plant, and equipment of $921 million; $55 million of other assets, consisting primarily of a receivable for reimbursement of property taxes, equipment spare parts, and raw materials; and $58 million of liabilities, consisting primarily of a finance lease obligation. As a result of the disposition of the Lehi facility, we recognized a loss of $23 million included in restructure and asset impairments in the first quarter of 2022.

In the third quarter of 2021, we recognized a charge of $435 million included in restructure and asset impairments in connection with the definitive agreement with TI (and a tax benefit of $104 million included in income tax (provision) benefit) to write down the assets held for sale to the expected consideration, net of estimated selling costs. In the second quarter of 2021, we also recognized a charge of $49 million in cost of goods sold to write down 3D XPoint inventory in connection with our decision to cease further development of this technology.

Debt Activity

On November 1, 2021, we issued in a public offering $1.00 billion in principal amount of 2.703% senior notes due 2032 (green bonds), $500 million in principal amount of 3.366% senior notes due 2041, and $500 million in principal amount of 3.477% senior notes due 2051, and received aggregate net proceeds of $1.99 billion.

On November 17, 2021, we redeemed $1.25 billion in principal amount of our 2.497% senior notes due 2023 and $600 million in principal amount of our 4.640% senior notes due 2024 for $1.93 billion in cash and recognized a non-operating loss of $83 million.

(In millions, except per share amounts)
3rd Qtr.2nd Qtr.3rd Qtr.
June 2,
March 3,
June 3,
GAAP gross margin$4,035 $3,676 $3,126 
Stock-based compensation57 44 45 
Non-GAAP gross margin$4,097 $3,724 $3,185 
GAAP operating expenses$1,031 $1,130 $1,327 
Stock-based compensation(78)(75)(53)
Restructure and asset impairments— (5)(453)
Other— (76)— 
Non-GAAP operating expenses$953 $974 $821 
GAAP operating income$3,004 $2,546 $1,799 
Stock-based compensation135 119 98 
Restructure and asset impairments— 453 
Other80 14 
Non-GAAP operating income$3,144 $2,750 $2,364 
GAAP net income
$2,626 $2,263 $1,735 
Stock-based compensation135 119 98 
Restructure and asset impairments— 453 
Amortization of debt discount and other costs
Other80 15 
Impact of Idaho income tax reform189 — — 
Estimated tax effects of above and other tax adjustments
Non-GAAP net income$2,939 $2,444 $2,173 
GAAP weighted-average common shares outstanding - Diluted
1,121 1,130 1,145 
Adjustment for stock-based compensation
15 13 
Non-GAAP weighted-average common shares outstanding - Diluted
1,136 1,143 1,154 
GAAP diluted earnings per share
$2.34 $2.00 $1.52 
Effects of the above adjustments
0.25 0.14 0.36 
Non-GAAP diluted earnings per share
$2.59 $2.14 $1.88 


3rd Qtr.2nd Qtr.3rd Qtr.
June 2,
March 3,
June 3,
GAAP net cash provided by operating activities
$3,838 $3,628 $3,560 
Expenditures for property, plant, and equipment
Proceeds from sales of property, plant, and equipment
39 27 74 
Payments on equipment purchase contracts
Amounts funded by partners
38 11 159 
Investments in capital expenditures, net(2,528)(2,600)(2,042)
Adjusted free cash flow
$1,310 $1,028 $1,518 

As ofJune 2,
March 3,
September 2,
Cash and short-term investments
$10,227 $10,122 $8,633 
Current and noncurrent restricted cash
104 108 66 
Long-term marketable investments
1,646 1,717 1,765 
Current and long-term debt
Net cash
$5,014 $4,871 $3,688 

The tables above reconcile GAAP to non-GAAP measures of gross margin, operating expenses, operating income, net income, diluted shares, diluted earnings per share, adjusted free cash flow, and net cash. The non-GAAP adjustments above may or may not be infrequent or nonrecurring in nature, but are a result of periodic or non-core operating activities. We believe this non-GAAP information is helpful in understanding trends and in analyzing our operating results and earnings. We are providing this information to investors to assist in performing analysis of our operating results. When evaluating performance and making decisions on how to allocate our resources, management uses this non-GAAP information and believes investors should have access to similar data when making their investment decisions. We believe these non-GAAP financial measures increase transparency by providing investors with useful supplemental information about the financial performance of our business, enabling enhanced comparison of our operating results between periods and with peer companies. The presentation of these adjusted amounts varies from amounts presented in accordance with U.S. GAAP and therefore may not be comparable to amounts reported by other companies. Our management excludes the following items in analyzing our operating results and understanding trends in our earnings:

Stock-based compensation;
Flow-through of business acquisition-related inventory adjustments;
Acquisition-related costs;
Employee severance;
Gains and losses from settlements and patent license charges;
Restructure and asset impairments;
Amortization of debt discount and other costs;
Gains and losses from debt repurchases and conversions;
Gains and losses from business acquisition activities; and
The estimated tax effects of above, non-cash changes in net deferred income taxes, assessments of tax exposures, certain tax matters related to prior fiscal periods, and significant changes in tax law.

Non-GAAP diluted shares are adjusted for the impact of additional shares resulting from the exclusion of stock-based compensation from non-GAAP income.


FQ4-22GAAP OutlookAdjustmentsNon-GAAP Outlook
$7.2 billion ± $400 million— $7.2 billion ± $400 million
Gross margin
41.5% ± 1.5%1%A42.5% ± 1.5%
Operating expenses
$1.13 billion ± $25 million$83 millionB$1.05 billion ± $25 million
Diluted earnings per share(1)
$1.52 ± $0.20$0.11A, B, C$1.63 ± $0.20
Non-GAAP Adjustments
(in millions)
Stock-based compensation – cost of goods sold
Other – cost of goods sold
Stock-based compensation – research and development
Stock-based compensation – sales, general, and administrative
Tax effects of the above items and other tax adjustments(9)

(1)GAAP earnings per share based on approximately 1.12 billion diluted shares and non-GAAP earnings per share based on approximately 1.13 billion diluted shares.

The tables above reconcile our GAAP to non-GAAP guidance based on the current outlook. The guidance does not incorporate the impact of any potential business combinations, divestitures, restructuring activities, balance sheet valuation adjustments, strategic investments, financing transactions, and other significant transactions. The timing and impact of such items are dependent on future events that may be uncertain or outside of our control.