mu-20220929
0000723125FALSE00007231252022-09-292022-09-29


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

September 29, 2022
Date of Report (date of earliest event reported)

https://cdn.kscope.io/28e26db8a8e893451d46d0d22b4a1b22-mu-20220929_g1.jpg
MICRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware1-1065875-1618004
(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 September 29, 2022, we announced the financial results for our fourth quarter and full year of fiscal 2022 ended September 1, 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
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)






SIGNATURE

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.
MICRON TECHNOLOGY, INC.
Date:September 29, 2022By:/s/ Mark Murphy
Name:Mark Murphy
Title:Executive Vice President and Chief Financial Officer


Document

Exhibit 99.1
FOR IMMEDIATE RELEASE
    
Contacts:Farhan AhmadErica Rodriguez Pompen
Investor RelationsMedia Relations
farhanahmad@micron.comepompen@micron.com
(408) 834-1927(408) 834-1873



MICRON TECHNOLOGY, INC. REPORTS RESULTS FOR THE
FOURTH QUARTER AND FULL YEAR OF FISCAL 2022

Record revenue year in mobile, auto, industrial, and networking markets

BOISE, Idaho, September 29, 2022 – Micron Technology, Inc. (Nasdaq: MU) today announced results for its fourth quarter and full year of fiscal 2022, which ended September 1, 2022.

Fiscal Q4 2022 highlights
Revenue of $6.64 billion versus $8.64 billion for the prior quarter and $8.27 billion for the same period last year
GAAP net income of $1.49 billion, or $1.35 per diluted share
Non-GAAP net income of $1.62 billion, or $1.45 per diluted share
Operating cash flow of $3.78 billion versus $3.84 billion for the prior quarter and $3.88 billion for the same period last year
Fiscal 2022 highlights
Revenue of $30.76 billion versus $27.71 billion for the prior year
GAAP net income of $8.69 billion, or $7.75 per diluted share
Non-GAAP net income of $9.48 billion, or $8.35 per diluted share
Operating cash flow of $15.18 billion versus $12.47 billion for the prior year

“In fiscal 2022, Micron generated record revenue of $30.8 billion and delivered our sixth consecutive year of positive free cash flow, allowing us to return a record $2.9 billion to our shareholders,” said Micron Technology President and CEO Sanjay Mehrotra. “Our technology and manufacturing leadership in both DRAM and NAND, deep customer relationships, diverse product portfolio, and strong balance sheet put Micron on solid footing to navigate the weakened near-term supply-demand environment. We are taking decisive steps to reduce our supply growth including a nearly 50% wafer fab equipment capex cut versus last year, and we expect to emerge from this downcycle well positioned to capitalize on the long-term demand for memory and storage.”

Quarterly Financial Results
(in millions, except per share amounts)
GAAP(1)
Non-GAAP(2)
FQ4-22FQ3-22FQ4-21FQ4-22FQ3-22FQ4-21
Revenue$6,643 $8,642 $8,274 $6,643 $8,642 $8,274 
Gross margin2,622 4,035 3,912 2,676 4,097 3,964 
percent of revenue39.5 %46.7 %47.3 %40.3 %47.4 %47.9 %
Operating expenses1,101 1,031 957 1,014 953 891 
Operating income1,521 3,004 2,955 1,662 3,144 3,073 
percent of revenue22.9 %34.8 %35.7 %25.0 %36.4 %37.1 %
Net income1,492 2,626 2,720 1,621 2,939 2,778 
Diluted earnings per share1.35 2.34 2.39 1.45 2.59 2.42 


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Annual Financial Results
(in millions, except per share amounts)
GAAP(1)
Non-GAAP(2)
FY 22FY 21FY 22FY 21
Revenue$30,758 $27,705 $30,758 $27,705 
Gross margin13,898 10,423 14,113 10,987 
percent of revenue45.2 %37.6 %45.9 %39.7 %
Operating expenses4,196 4,140 3,832 3,320 
Operating income9,702 6,283 10,281 7,667 
percent of revenue31.5 %22.7 %33.4 %27.7 %
Net income8,687 5,861 9,475 6,976 
Diluted earnings per share7.75 5.14 8.35 6.06 

Investments in capital expenditures, net(2) were $3.58 billion for the fourth quarter of 2022 and $11.98 billion for the full year of 2022, which resulted in adjusted free cash flows(2) of $196 million for the fourth quarter of 2022 and $3.21 billion for the full year of 2022. Micron repurchased approximately 13.2 million shares of its common stock for $784 million during the fourth quarter of 2022 and 35.4 million shares of its common stock for $2.43 billion during the full year of 2022 and ended the year with cash, marketable investments, and restricted cash of $11.06 billion, for a net cash(2) position of $4.15 billion. On September 29, 2022, Micron’s Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October 26, 2022, to shareholders of record as of the close of business on October 11, 2022.

Business Outlook

The following table presents Micron’s guidance for the first quarter of 2023:
FQ1-23
GAAP(1) Outlook
Non-GAAP(2) Outlook
Revenue
$4.25 billion ± $250 million$4.25 billion ± $250 million
Gross margin
25.0% ± 2.0%26.0% ± 2.0%
Operating expenses
$1.09 billion ± $25 million$1.00 billion ± $25 million
Diluted earnings (loss) per share
($0.09) ± $0.10$0.04 ± $0.10

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

Investor Webcast

Micron will host a conference call on Thursday, September 29, 2022 at 2:30 p.m. Mountain Time to discuss its fourth quarter financial results and provide forward-looking guidance for its first quarter. A live webcast of the call will be available online at investors.micron.com. A webcast replay will be available for one year after the call. For Investor Relations and other company updates, follow @MicronTech on Twitter at twitter.com/MicronTech.

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 micron.com.

© 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.
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Forward-Looking Statements

This press release contains forward-looking statements regarding our industry, 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, including 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 micron.com/certainfactors. 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.

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MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)

4th Qtr.3rd Qtr.4th Qtr.Year Ended
September 1,
2022
June 2,
2022
September 2,
2021
September 1,
2022
September 2,
2021
Revenue$6,643 $8,642 $8,274 $30,758 $27,705 
Cost of goods sold4,021 4,607 4,362 16,860 17,282 
Gross margin2,622 4,035 3,912 13,898 10,423 
Research and development839 773 705 3,116 2,663 
Selling, general, and administrative280 264 236 1,066 894 
Restructure and asset impairments— 22 48 488 
Other operating (income) expense, net(23)(6)(6)(34)95 
Operating income1,521 3,004 2,955 9,702 6,283 
Interest income54 20 96 37 
Interest expense(45)(44)(47)(189)(183)
Other non-operating income (expense), net23 19 (38)81 
1,553 2,988 2,936 9,571 6,218 
Income tax (provision) benefit(56)(358)(230)(888)(394)
Equity in net income (loss) of equity method investees(5)(4)14 37 
Net income$1,492 $2,626 $2,720 $8,687 $5,861 
Earnings per share
Basic$1.36 $2.36 $2.42 $7.81 $5.23 
Diluted1.35 2.34 2.39 7.75 5.14 
Number of shares used in per share calculations
Basic1,097 1,112 1,123 1,112 1,120 
Diluted1,106 1,121 1,138 1,122 1,141 

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MICRON TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)

As ofSeptember 1,
2022
June 2,
2022
September 2,
2021
Assets
Cash and equivalents$8,262 $9,157 $7,763 
Short-term investments1,069 1,070 870 
Receivables5,130 6,229 5,311 
Inventories6,663 5,629 4,487 
Assets held for sale13 15 974 
Other current assets644 608 502 
Total current assets21,781 22,708 19,907 
Long-term marketable investments1,647 1,646 1,765 
Property, plant, and equipment38,549 36,665 33,213 
Operating lease right-of-use assets678 690 551 
Intangible assets421 415 349 
Deferred tax assets702 682 782 
Goodwill1,228 1,228 1,228 
Other noncurrent assets1,277 1,262 1,054 
Total assets$66,283 $65,296 $58,849 
Liabilities and equity
Accounts payable and accrued expenses$6,090 $5,788 $5,325 
Current debt103 107 155 
Other current liabilities1,346 1,114 944 
Total current liabilities7,539 7,009 6,424 
Long-term debt6,803 6,856 6,621 
Noncurrent operating lease liabilities610 629 504 
Noncurrent unearned government incentives589 663 808 
Other noncurrent liabilities835 858 559 
Total liabilities16,376 16,015 14,916 
Commitments and contingencies
Shareholders’ equity
Common stock123 122 122 
Additional capital10,197 9,950 9,453 
Retained earnings47,274 45,916 39,051 
Treasury stock(7,127)(6,343)(4,695)
Accumulated other comprehensive income (loss)(560)(364)
Total equity49,907 49,281 43,933 
Total liabilities and equity$66,283 $65,296 $58,849 

5


MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

For the year endedSeptember 1,
2022
September 2,
2021
Cash flows from operating activities
Net income$8,687 $5,861 
Adjustments to reconcile net income to net cash provided by operating activities:
  
Depreciation expense and amortization of intangible assets7,116 6,214 
Stock-based compensation514 378 
(Gain) loss on debt repurchases and conversions83 
Restructure and asset impairment44 454 
Change in operating assets and liabilities:
  
Receivables190 (1,446)
Inventories(2,179)866 
Accounts payable and accrued expenses744 210 
Other(18)(70)
Net cash provided by operating activities15,181 12,468 
Cash flows from investing activities  
Expenditures for property, plant, and equipment(12,067)(10,030)
Purchases of available-for-sale securities(1,770)(3,163)
Proceeds from maturities of available-for-sale securities1,321 1,250 
Proceeds from sale of Lehi, Utah fab888 — 
Proceeds from sales of available-for-sale securities294 856 
Proceeds from government incentives115 495 
Other(366)
Net cash provided by (used for) investing activities(11,585)(10,589)
Cash flows from financing activities  
Repurchases of common stock - repurchase program(2,432)(1,200)
Repayments of debt(2,032)(1,520)
Payments of dividends to shareholders(461)— 
Payments on equipment purchase contracts(141)(295)
Repurchases of common stock - withholdings on employee equity awards(125)(94)
Proceeds from issuance of debt2,000 1,188 
Other211 140 
Net cash provided by (used for) financing activities(2,980)(1,781)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash
(106)41 
Net increase (decrease) in cash, cash equivalents, and restricted cash510 139 
Cash, cash equivalents, and restricted cash at beginning of period7,829 7,690 
Cash, cash equivalents, and restricted cash at end of period$8,339 $7,829 



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MICRON TECHNOLOGY, INC.
NOTES
(Unaudited)

Lehi, Utah, Fab and 3D XPoint

In the second quarter of 2021, we updated our portfolio strategy to further strengthen our focus on memory and storage innovations for the data center market. In connection therewith, we determined that there was insufficient market validation to justify the ongoing investments required to commercialize 3D XPoint at scale. Accordingly, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of our facility located in Lehi, Utah that was dedicated to 3D XPoint production. As a result, we classified the property, plant, and equipment as held for sale as of the second quarter of 2021 and ceased depreciating the assets. On June 30, 2021, we announced a definitive agreement to sell our Lehi facility to 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 and other related adjustments, we recognized a loss of $23 million included in restructure and asset impairments in the first quarter of 2022.

In 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. The impairment charge was based on Level 3 inputs including expected consideration and the composition of assets included in the sale, which were derived from the agreement with TI. We also recognized a charge of $49 million to cost of goods sold in 2021 to write down 3D XPoint inventory due to our decision to cease further development of this technology. Our 3D XPoint technology development and Lehi facility operations were primarily included in our CNBU segment results.

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.
7


MICRON TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts)
4th Qtr.3rd Qtr.4th Qtr.Year Ended
September 1,
2022
June 2,
2022
September 2,
2021
September 1,
2022
September 2,
2021
GAAP gross margin$2,622 $4,035 $3,912 $13,898 $10,423 
Stock-based compensation49 57 43 193 186 
Inventory accounting policy change to FIFO— — — — 133 
Change in inventory cost absorption— — — — 160 
3D XPoint inventory write-down— — — — 49 
Other22 36 
Non-GAAP gross margin$2,676 $4,097 $3,964 $14,113 $10,987 
GAAP operating expenses$1,101 $1,031 $957 $4,196 $4,140 
Stock-based compensation(82)(78)(50)(308)(209)
Restructure and asset impairments(5)— (22)(48)(488)
Patent license charges— — — — (128)
Other— — (8)
Non-GAAP operating expenses$1,014 $953 $891 $3,832 $3,320 
GAAP operating income$1,521 $3,004 $2,955 $9,702 $6,283 
Stock-based compensation131 135 93 501 395 
Inventory accounting policy change to FIFO— — — — 133 
Change in inventory cost absorption— — — — 160 
3D XPoint inventory write-down— — — — 49 
Restructure and asset impairments— 22 48 488 
Patent license charges— — — — 128 
Other30 31 
Non-GAAP operating income$1,662 $3,144 $3,073 $10,281 $7,667 
GAAP net income
$1,492 $2,626 $2,720 $8,687 $5,861 
Stock-based compensation131 135 93 501 395 
Inventory accounting policy change to FIFO— — — — 133 
Change in inventory cost absorption— — — — 160 
3D XPoint inventory write-down— — — — 49 
Restructure and asset impairments— 22 48 488 
Patent license charges— — — — 128 
Amortization of debt discount31 30 
(Gain) loss on debt repurchases and conversions— — — 83 
Other30 31 
Impact of Idaho income tax reform— 189 — 189 — 
Estimated tax effects of above and other tax adjustments
(18)(24)(68)(94)(300)
Non-GAAP net income$1,621 $2,939 $2,778 $9,475 $6,976 
GAAP weighted-average common shares outstanding - Diluted
1,106 1,121 1,138 1,122 1,141 
Adjustment for stock-based compensation
15 15 13 10 
Non-GAAP weighted-average common shares outstanding - Diluted
1,121 1,136 1,147 1,135 1,151 
GAAP diluted earnings per share
$1.35 $2.34 $2.39 $7.75 $5.14 
Effects of the above adjustments
0.10 0.25 0.03 0.60 0.92 
Non-GAAP diluted earnings per share
$1.45 $2.59 $2.42 $8.35 $6.06 
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RECONCILIATION OF GAAP TO NON-GAAP MEASURES, Continued

4th Qtr.3rd Qtr.4th Qtr.Year Ended
September 1,
2022
June 2,
2022
September 2,
2021
September 1,
2022
September 2,
2021
GAAP net cash provided by operating activities
$3,777 $3,838 $3,884 $15,181 $12,468 
Expenditures for property, plant, and equipment
(3,613)(2,578)(2,015)(12,067)(10,030)
Proceeds from sales of property, plant, and equipment30 39 117 108 
Payments on equipment purchase contracts
(9)(27)(156)(141)(295)
Amounts funded by partners
11 38 160 115 502 
Investments in capital expenditures, net(3,581)(2,528)(2,007)(11,976)(9,715)
Adjusted free cash flow
$196 $1,310 $1,877 $3,205 $2,753 

As ofSeptember 1,
2022
June 2,
2022
September 2,
2021
Cash and short-term investments
$9,331 $10,227 $8,633 
Current and noncurrent restricted cash
77 104 66 
Long-term marketable investments
1,647 1,646 1,765 
Current and long-term debt
(6,906)(6,963)(6,776)
Net cash
$4,149 $5,014 $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;
Gains and losses from debt repurchases and conversions;
Gains and losses from business acquisition activities;
Initial impact of inventory accounting policy change to FIFO and change in inventory cost absorption in the second quarter of 2021; 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.


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MICRON TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP OUTLOOK
FQ1-23GAAP OutlookAdjustmentsNon-GAAP Outlook
Revenue
$4.25 billion ± $250 million— $4.25 billion ± $250 million
Gross margin
25.0% ± 2.0%1%A26.0% ± 2.0%
Operating expenses
$1.09 billion ± $25 million$91 millionB$1.00 billion ± $25 million
Diluted earnings (loss) per share(1)
($0.09) ± $0.10$0.13A, B, C$0.04 ± $0.10
Non-GAAP Adjustments
(in millions)
A
Stock-based compensation – cost of goods sold
$33 
A
Other – cost of goods sold
B
Stock-based compensation – research and development
52 
B
Stock-based compensation – sales, general, and administrative
39 
C
Tax effects of the above items and other tax adjustments14 
$141 

(1)GAAP earnings per share based on approximately 1.10 billion diluted shares and non-GAAP earnings per share based on approximately 1.12 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.
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