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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | |||||
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 1, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-10658
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 75-1618004 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||||||||
| 8000 S. Federal Way, Boise, Idaho | 83716-9632 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code | (208) 368-4000 | |||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.10 per share | MU | Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes | ☐ | No | ☒ | ||||||||||||||||||||||
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||||||||
| Large Accelerated Filer | Accelerated Filer | Non-Accelerated Filer | Smaller Reporting Company | 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. | ☐ | |||||||||||||||||||||||||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☒ | |||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☒ |
The aggregate market value of the voting and non-voting common equity held by non-affiliates was $83.9 billion based on the closing price reported on the Nasdaq Global Select Market on March 3, 2022. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock were excluded as they may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant’s common stock as of September 30, 2022 was 1,087,168,584.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s Fiscal 2022 Annual Meeting of Shareholders to be held on January 12, 2023 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.
| Micron Corporate Profile |  | |||||||||
| Founded on October 5, 1978 Headquartered in Boise, Idaho, USA $30.8B FY22 annual revenue 4th Largest semiconductor company in the world* 127 On the 2022 Fortune 500 51,000+ Patents granted and growing** 17 Countries** 11 Manufacturing sites and 15 customer labs** ~48,000 Team members** | ||||||||||
| It’s All About Data | ||||||||||
| Data is today’s new business currency, and memory and storage are a critical foundation for the data economy. Memory and storage innovations will help transform society and enable significant value for all**.** | ||||||||||
| Who We Are | ||||||||||
| Micron designs, develops, and manufactures industry-leading memory and storage products. By providing foundational capability for AI and 5G across data center, the intelligent edge, and consumer devices, we unlock innovation across industries including healthcare, automotive and communications. Our technology and expertise are central to maximizing value from cutting-edge computing applications and new business models which disrupt and advance the industry. | ||||||||||
| Our Vision | ||||||||||
| As a global leader in memory and storage solutions, we are transforming how the world uses information to enrich life for all. By advancing technologies to collect, store and manage data with unprecedented speed and efficiency, we lead the transformation of data to intelligence. In a world of change, we remain nimble, delivering products that help inspire the world to learn, communicate and advance faster than ever. | ||||||||||
| Our Commitment | ||||||||||
| *Based on Gartner Market Share: Semiconductors by End Market, Worldwide, 2021 (April 2022), excluding IP/software revenue. **Micron data as of September 1, 2022. | Our customers depend on our innovative solutions every day. We dedicate ourselves to demonstrating our environmental conscience, an inclusive team culture where all voices are heard and respected, and engaging in our communities to enrich life for all. | |||||||||
| Media Inquiries mediarelations@micron.com Government Inquiries govaffairs@micron.com Investor Inquiries investorrelations@micron.com | Global Product Portfolio | |||||||||
| DRAM | NAND | NOR | Solid-State Drives | Graphics and High Bandwidth Memory (HBM) | Managed NAND and Multichip Packages | ||||||||||
| Connect with us on micron.com | ||||||||||
| © 2022 Micron Technology, Inc. Micron, the Micron orbit logo, the M orbit logo, Intelligence AcceleratedTM, and other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners. Products and specifications are subject to change without notice. Rev 09/22. |
Micron’s Global Footprint
Micron’s global footprint map highlights locations that include our manufacturing sites, centers of excellence, customer labs, and large offices. Not all Micron locations are represented on this map.
Table of Contents
4
Definitions of Commonly Used Terms
As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Abbreviations, terms, or acronyms are commonly used or found in multiple locations throughout this report and include the following:
| Term | Definition | Term | Definition | |||||||||||
| 2023 Notes | 2.497% Senior Notes due April 2023, repaid November 2021 | Inotera | Inotera Memories, Inc. | |||||||||||
| 2024 Notes | 4.640% Senior Notes due February 2024, repaid November 2021 | Intel | Intel Corporation | |||||||||||
| 2024 Term Loan A | Senior Term Loan A due October 2024 | LIBOR | London Interbank Offered Rate | |||||||||||
| 2025 Notes | 5.500% Senior Notes due February 2025, repaid November 2019 | LPDDR | Low-Power Double Data Rate DRAM | |||||||||||
| 2026 Notes | 4.975% Senior Notes due February 2026 | LPDRAM | Low-Power DRAM | |||||||||||
| 2027 Notes | 4.185% Senior Notes due February 2027 | MCP | Multichip packaged solutions with managed NAND and LPDRAM | |||||||||||
| 2029 Notes | 5.327% Senior Notes due February 2029 | Micron | Micron Technology, Inc. (Parent Company) | |||||||||||
| 2030 Notes | 4.663% Senior Notes due February 2030 | MTU | Micron Technology Utah, LLC | |||||||||||
| 2032 Green Bonds | 2.703% Senior Notes due April 2032 | NVMe | Hardware interface for SSDs that connect via a PCIe bus | |||||||||||
| 2032D Notes | 3.125% Convertible Senior Notes due May 2032, settled August 2021 | OEM | Original Equipment Manufacturer | |||||||||||
| 2041 Notes | 3.366% Senior Notes due November 2041 | PCIe | High-speed motherboard connection for peripheral devices such as storage drives | |||||||||||
| 2051 Notes | 3.477% Senior Notes due November 2051 | Qimonda | Qimonda AG | |||||||||||
| AI | Artificial Intelligence | QLC | Quad-Level Cell (four bits per cell) | |||||||||||
| DDR | Double Data Rate DRAM | Revolving Credit Facility | $2.5 billion Revolving Credit Facility due May 2026 | |||||||||||
| EBITDA | Earnings before interest, taxes, depreciation, and amortization | SATA | Hardware interface for connecting to storage devices such as hard disk drives and SSDs | |||||||||||
| ESG | Environmental, Social, and Governance | SLC | Single-Level Cell (one bit per cell) | |||||||||||
| EUV | Extreme ultraviolet lithography | SOFR | Secured Overnight Financing Rate | |||||||||||
| Extinguished 2024 Term Loan A | Senior Term Loan A due October 2024, repaid May 2021 | SSD | Solid State Drive | |||||||||||
| GDDR | Graphics Double Data Rate | TI | Texas Instruments Incorporated | |||||||||||
| HBM | High-bandwidth memory, a stacked DRAM technology optimized for memory-bandwidth intensive applications | TLC | Triple-Level Cell (three bits per cell) | |||||||||||
| HBM2E | Second generation HBM | UFS | Universal Flash Storage | |||||||||||
| IMFT | IM Flash Technologies, LLC | uMCP | UFS-based MCP |
Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Intel and 3D XPoint are trademarks of Intel Corporation or its subsidiaries. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.
All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2022 and 2021 contained 52 weeks and fiscal 2020 contained 53 weeks. Our fourth quarter of fiscal 2020 contained 14 weeks and all other fiscal quarters in the years presented contained 13 weeks.
5 | 2022 10-K
Forward-Looking Statements
This Form 10-K contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," "plan," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to, statements such as those made regarding plans to start ramping our 1ß DRAM in manufacturing; plans to implement EUV lithography; the impact of COVID-19 to our business; the expected decline in bit shipments and pricing for both DRAM and NAND in the first quarter of 2023; the expected decrease in our gross margin percentage in the first quarter of 2023; reductions in utilization of our manufacturing facilities; the impact of inflationary pressures on costs in the first quarter of 2023; potential increases in our effective tax rate; estimates of tax expense for 2023; the timing for construction and ramping of production for new memory manufacturing fabs in the United States; the receipt of government grants and investment tax credits, the sufficiency of our cash and investments; the payment of future cash dividends; capital spending in 2023; funding of sustainability-focused projects; and results of tax return examinations. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in “Part I – Item 1A. Risk Factors.”
6
PART I