mu-20230628
0000723125FALSE00007231252023-06-282023-06-28


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

June 28, 2023
Date of Report (date of earliest event reported)

https://cdn.kscope.io/0c344983b9f0f9712952bd5051bb8698-Micron Logo.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 June 28, 2023, we announced the financial results for our third quarter of fiscal 2023 ended June 1, 2023. 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:June 28, 2023By:/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
THIRD QUARTER OF FISCAL 2023

Further reducing wafer starts to approach 30% in both DRAM and NAND

BOISE, Idaho, June 28, 2023 – Micron Technology, Inc. (Nasdaq: MU) today announced results for its third quarter of fiscal 2023, which ended June 1, 2023.

Fiscal Q3 2023 highlights
Revenue of $3.75 billion versus $3.69 billion for the prior quarter and $8.64 billion for the same period last year
GAAP net loss of $1.90 billion, or $1.73 per diluted share
Non-GAAP net loss of $1.57 billion, or $1.43 per diluted share
Operating cash flow of $24 million versus $343 million for the prior quarter and $3.84 billion for the same period last year

“Micron delivered fiscal third quarter revenue, gross margin, and EPS all above the midpoint of the guidance range,” said Micron Technology President and CEO Sanjay Mehrotra. “We believe that the memory industry has passed its trough in revenue, and we expect margins to improve as industry supply-demand balance is gradually restored. The recent Cyberspace Administration of China (“CAC”) decision is a significant headwind that is impacting our outlook and slowing our recovery. Longer-term, Micron’s technology leadership, product portfolio, and operational excellence continues to strengthen our competitive positioning across diverse growth markets, including AI and memory-centric computing.”

Quarterly Financial Results
(in millions, except per share amounts)
GAAP(1)
Non-GAAP(2)
FQ3-23FQ2-23FQ3-22FQ3-23FQ2-23FQ3-22
Revenue$3,752 $3,693 $8,642 $3,752 $3,693 $8,642 
Gross margin(668)(1,206)4,035 (603)(1,161)4,097 
percent of revenue(17.8 %)(32.7 %)46.7 %(16.1 %)(31.4 %)47.4 %
Operating expenses1,093 1,097 1,031 866 916 953 
Operating income (loss)(1,761)(2,303)3,004 (1,469)(2,077)3,144 
percent of revenue(46.9 %)(62.4 %)34.8 %(39.2 %)(56.2 %)36.4 %
Net income (loss)(1,896)(2,312)2,626 (1,565)(2,081)2,939 
Diluted earnings (loss) per share(1.73)(2.12)2.34 (1.43)(1.91)2.59 

Investments in capital expenditures, net(2) were $1.38 billion for the third quarter of 2023, which resulted in adjusted free cash flows(2) of negative $1.36 billion. Micron ended the third quarter of 2023 with cash, marketable investments, and restricted cash of $11.40 billion. Micron’s Board of Directors has 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.

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Business Outlook

The table below presents Micron’s guidance for the fourth quarter of 2023:
FQ4-23
GAAP(1) Outlook
Non-GAAP(2) Outlook
Revenue
$3.90 billion ± $200 million$3.90 billion ± $200 million
Gross margin
(12.5%) ± 2.5%(10.5%) ± 2.5%
Operating expenses
$946 million ± $15 million$845 million ± $15 million
Diluted earnings (loss) per share
($1.34) ± $0.07($1.19) ± $0.07

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 Wednesday, June 28, 2023 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 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.

© 2023 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, 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, 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.
2


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

3rd Qtr.2nd Qtr.3rd Qtr.Nine months ended
June 1,
2023
March 2,
2023
June 2,
2022
June 1,
2023
June 2,
2022
Revenue$3,752 $3,693 $8,642 $11,530 $24,115 
Cost of goods sold4,420 4,899 4,607 12,511 12,839 
Gross margin(668)(1,206)4,035 (981)11,276 
Research and development758 788 773 2,395 2,277 
Selling, general, and administrative219 231 264 701 786 
Restructure and asset impairments68 86 — 167 43 
Other operating (income) expense, net48 (8)(6)29 (11)
Operating income (loss)(1,761)(2,303)3,004 (4,273)8,181 
Interest income127 119 20 334 42 
Interest expense(119)(89)(44)(259)(144)
Other non-operating income (expense), net— (2)(61)
(1,753)(2,271)2,988 (4,200)8,018 
Income tax (provision) benefit(139)(54)(358)(201)(832)
Equity in net income (loss) of equity method investees(4)13 (4)(2)
Net income (loss)$(1,896)$(2,312)$2,626 $(4,403)$7,195 
Earnings (loss) per share
Basic$(1.73)$(2.12)$2.36 $(4.03)$6.44 
Diluted(1.73)(2.12)2.34 (4.03)6.38 
Number of shares used in per share calculations
Basic1,094 1,091 1,112 1,092 1,117 
Diluted1,094 1,091 1,121 1,092 1,127 

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

As ofJune 1,
2023
March 2,
2023
September 1,
2022
Assets
Cash and equivalents$9,298 $9,798 $8,262 
Short-term investments1,054 1,020 1,069 
Receivables2,429 2,278 5,130 
Inventories8,238 8,129 6,663 
Other current assets715 673 657 
Total current assets21,734 21,898 21,781 
Long-term marketable investments973 1,212 1,647 
Property, plant, and equipment38,727 39,085 38,549 
Operating lease right-of-use assets655 673 678 
Intangible assets410 410 421 
Deferred tax assets708 697 702 
Goodwill1,252 1,228 1,228 
Other noncurrent assets1,221 1,317 1,277 
Total assets$65,680 $66,520 $66,283 
Liabilities and equity
Accounts payable and accrued expenses$4,177 $4,310 $6,090 
Current debt259 237 103 
Other current liabilities668 708 1,346 
Total current liabilities5,104 5,255 7,539 
Long-term debt12,986 12,037 6,803 
Noncurrent operating lease liabilities603 610 610 
Noncurrent unearned government incentives632 529 589 
Other noncurrent liabilities950 832 835 
Total liabilities20,275 19,263 16,376 
Commitments and contingencies
Shareholders’ equity
Common stock124 123 123 
Additional capital10,782 10,633 10,197 
Retained earnings42,391 44,426 47,274 
Treasury stock(7,552)(7,552)(7,127)
Accumulated other comprehensive income (loss)(340)(373)(560)
Total equity45,405 47,257 49,907 
Total liabilities and equity$65,680 $66,520 $66,283 

4


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

Nine months endedJune 1,
2023
June 2,
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 assets5,819 5,234 
Provision to write down inventories to net realizable value1,831 — 
Stock-based compensation448 378 
(Gain) loss on debt repurchases— 83 
Change in operating assets and liabilities:
  
Receivables2,728 (906)
Inventories(3,406)(1,146)
Accounts payable and accrued expenses(1,764)382 
Other57 184 
Net cash provided by operating activities1,310 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 securities1,170 964 
Proceeds from government incentives248 104 
Proceeds from sales of available-for-sale securities22 258 
Proceeds from sale of Lehi, Utah fab— 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 debt6,716 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— (17)
Net cash provided by (used for) financing activities5,095 (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 cash1,031 1,432 
Cash, cash equivalents, and restricted cash at beginning of period8,339 7,829 
Cash, cash equivalents, and restricted cash at end of period$9,370 $9,261 



5


MICRON TECHNOLOGY, INC.
NOTES
(Unaudited)

Inventories

In the third and second quarters of 2023, we recorded charges to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable values (“NRV”). The impact of inventory NRV write-downs for each period reflects (1) inventory write-downs in that period, offset by (2) lower costs in that period on the sale of inventory written down in prior periods. The impacts of inventory NRV write-downs are summarized below:
3rd Qtr.2nd Qtr.3rd Qtr.Nine months ended
June 1,
2023
March 2,
2023
June 2,
2022
June 1,
2023
June 2,
2022
Provision to write down inventory to net realizable value$(401)$(1,430)$— $(1,831)$— 
Lower costs from sale of inventory written down in prior periods281 — — 281 — 
$(120)$(1,430)$— $(1,550)$— 

Debt Activity

On April 11, 2023, we issued $600 million principal amount of 5.375% senior unsecured notes due April 15, 2028 and received proceeds of $596 million. Additionally, we issued $900 million principal amount of 5.875% senior unsecured notes due September 15, 2033 and received proceeds of $890 million. On April 13, 2023, we used a portion of the proceeds from the debt issuance to prepay $600 million principal amount of our senior term loan A due October 2024.
6


MICRON TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts)
3rd Qtr.2nd Qtr.3rd Qtr.
June 1,
2023
March 2,
2023
June 2,
2022
GAAP gross margin$(668)$(1,206)$4,035 
Stock-based compensation60 41 57 
Other
Non-GAAP gross margin$(603)$(1,161)$4,097 
GAAP operating expenses$1,093 $1,097 $1,031 
Stock-based compensation(91)(95)(78)
Restructure and asset impairments(68)(86)— 
Litigation contingency accrual(68)— — 
Non-GAAP operating expenses$866 $916 $953 
GAAP operating income (loss)$(1,761)$(2,303)$3,004 
Stock-based compensation151 136 135 
Restructure and asset impairments68 86 — 
Litigation contingency accrual68 — — 
Other
Non-GAAP operating income (loss)$(1,469)$(2,077)$3,144 
GAAP net income (loss)
$(1,896)$(2,312)$2,626 
Stock-based compensation151 136 135 
Restructure and asset impairments68 86 — 
Litigation contingency accrual68 — — 
Amortization of debt discount and other costs
Other
Impact of Idaho income tax reform— — 189 
Estimated tax effects of above and other tax adjustments
37 (24)
Non-GAAP net income (loss)$(1,565)$(2,081)$2,939 
GAAP weighted-average common shares outstanding - Diluted
1,094 1,091 1,121 
Adjustment for stock-based compensation
— — 15 
Non-GAAP weighted-average common shares outstanding - Diluted
1,094 1,091 1,136 
GAAP diluted earnings (loss) per share
$(1.73)$(2.12)$2.34 
Effects of the above adjustments
0.30 0.21 0.25 
Non-GAAP diluted earnings (loss) per share
$(1.43)$(1.91)$2.59 
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RECONCILIATION OF GAAP TO NON-GAAP MEASURES, Continued

3rd Qtr.2nd Qtr.3rd Qtr.
June 1,
2023
March 2,
2023
June 2,
2022
GAAP net cash provided by operating activities
$24 $343 $3,838 
Expenditures for property, plant, and equipment
(1,561)(2,205)(2,578)
Proceeds from sales of property, plant, and equipment34 17 39 
Payments on equipment purchase contracts
(36)(29)(27)
Amounts funded by partners
184 62 38 
Investments in capital expenditures, net(1,379)(2,155)(2,528)
Adjusted free cash flow
$(1,355)$(1,812)$1,310 

The tables above reconcile GAAP to non-GAAP measures of gross margin, operating expenses, operating income (loss), net income (loss), diluted shares, diluted earnings (loss) per share, and adjusted free cash flow. 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 routinely 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;
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 (loss).


8


MICRON TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP OUTLOOK
FQ4-23GAAP OutlookAdjustmentsNon-GAAP Outlook
Revenue
$3.90 billion ± $200 million— $3.90 billion ± $200 million
Gross margin
(12.5%) ± 2.5%2.0%A(10.5%) ± 2.5%
Operating expenses
$946 million ± $15 million$101 millionB$845 million ± $15 million
Diluted earnings (loss) per share(1)
($1.34) ± $0.07$0.15A, B, C($1.19) ± $0.07
Non-GAAP Adjustments
(in millions)
A
Stock-based compensation – cost of goods sold
$57 
A
Other – cost of goods sold
B
Stock-based compensation – research and development
59 
B
Stock-based compensation – selling, general, and administrative
42 
C
Tax effects of the above items and other tax adjustments
$167 

(1)GAAP and non-GAAP earnings (loss) per share based on approximately 1.10 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, additional 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.
9