This discussion 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 endedSeptember 3, 2020 . 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 toAugust 31 . Fiscal 2021 contains 52 weeks and our fiscal 2020 contained 53 weeks. Our third quarters and first nine months of 2020 and 2021 each contained 13 and 39 weeks, respectively. All tabular dollar amounts are in millions, except per share amounts.
Overview
Micron Technology, Inc. , including its consolidated subsidiaries, is 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 28 | 2021 Q3 10-Q -------------------------------------------------------------------------------- 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. We manufacture our products at wholly-owned facilities and also utilize subcontractors to perform certain manufacturing processes. In recent years, we have increased our manufacturing scale and product diversity through strategic acquisitions, expansion, and various partnering arrangements. We make significant investments to develop proprietary product and process technology, which are implemented in our manufacturing facilities. Advancements in product and process technology, such as our leading-edge process technology and 3D NAND architecture, generally increase the density per wafer and reduce manufacturing costs of each generation of product. We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, and increased memory density. A significant portion of our revenues are from sales of managed NAND and SSD products, which incorporate NAND, a controller, firmware, and in some cases, DRAM. An increasing portion of our SSDs incorporate proprietary controllers and firmware that we have developed. Development of advanced technologies enables us to diversify our product portfolio toward a richer mix of differentiated, high-value solutions and to target high-growth markets. We face intense competition in the semiconductor memory and storage markets and to remain competitive we must continuously develop and implement new products and technologies and decrease manufacturing costs. Our success is largely dependent on obtaining returns on our research and development ("R&D") investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and return-driven capital spending.
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 inLehi 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. OnJune 30, 2021 , we announced that we have entered into a definitive agreement to sell ourLehi facility to TI for cash consideration of$900 million . The sale is anticipated to close later this calendar year. In the third quarter of 2021, we recognized a charge of$435 million included in restructure and asset impairments (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, to be realized from the sale of these assets and liabilities. In the second quarter of 2021, we also recognized a charge of$49 million to cost of goods sold to write down 3D XPoint inventory due to our decision to cease further development of this technology. Our 3D XPoint technology development andLehi facility operations are primarily included in our CNBU business unit. Assets classified as held for sale are carried at the lower of fair value less cost to sell or carrying value. We could recognize additional losses as a result of changes in the assets and liabilities prior to the closing date of the transaction.
Impact of COVID-19 on our business
Events surrounding the ongoing COVID-19 pandemic initially resulted in a
reduction in economic activity across the globe, and the timing and extent of
the ongoing economic recovery remains uncertain. As a result, we have
experienced volatility in the markets that our products are sold into, driven by
the move to a stay-at-home economy and fluctuations in consumer and business
spending, which has affected demand for certain of our products. The ultimate
extent to which COVID-19 will impact our business depends on future
developments, which are highly uncertain and very difficult to predict,
including the effectiveness and utilization of vaccines for COVID-19 and its
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variants, new information that may emerge regarding the severity of COVID-19 and its variants, and actions to contain or limit their spread.
From the start of the COVID-19 pandemic, we proactively implemented preventative protocols, which we continuously assess and update for changes in conditions and emerging trends, such as recent increases in COVID-19 infections inMalaysia ,India , andTaiwan , where we have facilities and a significant number of employees, and increasing levels of vaccinations inthe United States and other countries. These preventative protocols are intended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and to ensure business continuity in the event government restrictions or severe outbreaks impact our operations at certain sites. While nearly all our global manufacturing sites are currently operating with close to full staff and at normal capacity levels, our Muar,Malaysia facility has recently been operating at reduced staffing and capacity levels. In addition, we have experienced constraints on our engineering and other activities at ourIndia facilities. Our other facilities could also be required to temporarily curtail production levels or temporarily cease operations based on government mandates or our health and safety protocols. We may be required, or deem it to be in the best interest of our employees, customers, partners, suppliers, and stakeholders, to alter our business operations in order to maintain a healthy and safe environment. It is not clear what potential effects any such alterations or modifications may have on our business, including effects on our customers, employees, and prospects, or on our financial results. We are following government policies and recommendations designed to slow the spread of COVID-19 and remain committed to the health and safety of our team members, contractors, suppliers, customers, distributors, and communities.
We are continuously evaluating our efforts to respond to the COVID-19 pandemic, which include the following:
•In locations experiencing continued community COVID-19 infections, we prohibit onsite visitors and are generally requiring team members to work from home where possible. Where work from home is not possible, all on-site team members must complete health questionnaires, pass through thermal scanning equipment to ensure they do not have an elevated body temperature, and adhere to physical distancing requirements, mask protocols, and team member separation protocols. We have also enhanced our contact tracing, significantly decreased business travel, and where possible, made ventilation and other health and safety enhancements at our facilities and provided COVID-19 testing and vaccinations for our team members. •To respond to changing market conditions, we continue to work closely with our customer base to best match our supply with the evolving market demand. •We evaluate our supply chain and communicate with our suppliers to identify supply gaps and have taken steps to ensure continuity. In some cases, we have added alternative suppliers and increased our on-hand inventory of raw materials needed in our operations. •We have added assembly and test capacity to provide redundant manufacturing capability through our network of captive operations and external partners. •We have evaluated all our construction projects across our global manufacturing operations and enacted protocols to enhance the safety of our team members, suppliers, and contractors. •We have developed strategies and implemented measures to respond to a variety of potential economic scenarios, such as limitations on new hiring and business travel and reductions of discretionary spending. •We are working with government authorities in the jurisdictions where we operate, and continuing to monitor our operations in an effort to ensure we follow government requirements, relevant regulations, industry standards, and best practices to help safeguard our team members, while safely continuing operations at our sites across the globe. We believe these actions are appropriate and prudent to safeguard our team members, contractors, suppliers, customers, and communities, while allowing us to safely continue operations. We cannot predict how the steps we, our team members, government entities, suppliers, or customers take in response to the COVID-19 pandemic will ultimately impact our business, outlook, or results of operations. Product Technologies Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performance semiconductor memory and storage technologies, including DRAM, NAND, NOR, and other technologies. We sell our products into various markets through our business units in numerous forms, including wafers, components, modules, SSDs, managed NAND, and MCP products. Our system-level solutions, including 30 | 2021 Q3 10-Q --------------------------------------------------------------------------------
SSDs, Managed NANDs, and MCPs typically include a controller and firmware, and in some cases combine DRAM, NAND, and / or NOR.
DRAM: DRAM products are dynamic random access memory semiconductor devices with
low latency that provide high-speed data retrieval with a variety of performance
characteristics. DRAM products lose content when power is turned off
("volatile") and are most commonly used in client, cloud server, enterprise,
networking, graphics, industrial, and automotive markets. Low-power DRAM
("LPDRAM") products, which are engineered to meet standards for performance and
power consumption, are sold into smartphone and other mobile-device markets
(including client markets for Chromebooks and notebook PCs), as well as into the
automotive, industrial, and consumer markets.
NAND: NAND products are non-volatile, re-writeable semiconductor storage devices
that provide high-capacity, low-cost storage with a variety of performance
characteristics. NAND is used in SSDs for the enterprise and cloud, client, and
consumer markets and in removable storage markets. Managed NAND is used in
smartphones and other mobile devices, and in consumer, automotive, and embedded
markets. Low-density NAND is ideal for applications like automotive,
surveillance, machine-to-machine, automation, printer, and home networking.
NOR: NOR products are non-volatile re-writable semiconductor memory devices that
provide fast read speeds. NOR is most commonly used for reliable code storage
(e.g., boot, application, operating system, and execute-in-place code in an
embedded system) and for frequently changing small data storage and is ideal for
automotive, industrial, networking, and consumer applications.
3D XPoint: 3D XPoint is a class of non-volatile technology between DRAM and NAND
in the memory and storage hierarchy. We have ceased development of our 3D XPoint
technology and products.
Results of Operations
Consolidated Results
Third Second Third
Quarter Quarter Quarter Nine Months
2021 2021 2020 2021 2020
Revenue $ 7,422 100% $ 6,236 100% $ 5,438 100% $ 19,431 100% $ 15,379 100%
Cost of goods sold 4,296 58% 4,587 74% 3,675 68% 12,920 66% 10,895 71%
Gross margin 3,126 42% 1,649 26% 1,763 32% 6,511 34% 4,484 29%
Research and development 670 9% 641 10% 649 12% 1,958 10% 1,970 13%
Selling, general, and
administrative 230 3% 214 3% 216 4% 658 3% 650 4%
Restructure and asset
impairments 453 6% 5 -% 4 -% 466 2% 10 -%
Other operating (income)
expense, net (26) -% 126 2% 6 -% 101 1% 8 -%
Operating income 1,799 24% 663 11% 888 16% 3,328 17% 1,846 12%
Net interest income (expense) (38) (1)% (32) (1)%
(28) (1)% (108) (1)% (43) -% Other non-operating income (expense), net
45 1% 4 -% 10 -% 62 -% 55 -%
Income tax benefit (provision) (65) (1)% (48) (1)%
(68) (1)% (164) (1)% (144) (1)% Equity in net income (loss) of equity method investees (6) -% 16 -% 3 -% 23 -% 6 -% Net income attributable to noncontrolling interests - -% - -% (2) -% - -% (21) -% Net income attributable to Micron$ 1,735 23%$ 603 10%$ 803 15%$ 3,141 16%$ 1,699 11% [[Image Removed: mu-20210603_g3.jpg]] 31
-------------------------------------------------------------------------------- Total Revenue: Total revenue for the third quarter of 2021 increased 19% as compared to the second quarter of 2021 primarily due to increases in sales of DRAM and NAND products. Sales of DRAM products for the third quarter of 2021 increased 23% as compared to the second quarter of 2021 primarily due to an approximate 20% increase in average selling prices and a low-single-digit percent increase in bit shipments driven by strong demand across key markets. Sales of NAND products for the third quarter of 2021 increased 10% as compared to the second quarter of 2021 primarily due to a high-single-digit percent increase in average selling prices and a low-single-digit percent increase in bit shipments driven by SSDs and mobile MCPs. Total revenue for the third quarter and first nine months of 2021 increased 36% and 26%, respectively, as compared to the corresponding periods of 2020 primarily due to increases in DRAM and NAND sales. Sales of DRAM products for the third quarter of 2021 increased 52% as compared to the third quarter of 2020 primarily due to growth in bit shipments in the high-30% range and increases in average selling prices in the low-double-digit percent range, driven by client, mobile, server, and graphics markets. Sales of DRAM products for the first nine months of 2021 increased 38% as compared to the first nine months of 2020 primarily due to growth in bit shipments in the mid-30% range. Sales of NAND products for the third quarter of 2021 increased 9% as compared to the third quarter of 2020 primarily due to increases in bit shipments in the low-30% range driven by consumer and mobile markets, partially offset by an upper-teens percent range decline in average selling prices. Sales of NAND products for the first nine months of 2021 increased 9% as compared to the first nine months of 2020 primarily due to increases in bit shipments in the high-20% range, partially offset by a mid-10% range decline in average selling prices. Overall Gross Margin: Our overall gross margin percentage increased to 42% for the third quarter of 2021 from 26% for the second quarter of 2021, primarily due to higher average selling prices for both DRAM and NAND; one-time impacts of changes in our inventory costing method to FIFO and cost absorption processes in the second quarter of 2021 (as detailed below); and lowerLehi facility and 3D XPoint costs. Our gross margins included the impact of underutilization costs at ourLehi facility of$54 million for the third quarter of 2021,$111 million for the second quarter of 2021, and$155 million for the third quarter of 2020. In the second quarter of 2021, we ceased development of 3D XPoint technology and engaged in discussions with potential buyers for the sale of ourLehi facility 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, which reduced our costs by approximately$75 million in the third quarter of 2021. In the second quarter of 2021, we also recognized a charge of$49 million to cost of goods sold to write down 3D XPoint inventory. OnJune 30, 2021 , we announced that we have entered into a definitive agreement to sell ourLehi facility to TI. The sale is anticipated to close later this calendar year. When the sale of theLehi facility is completed our underutilization costs from the facility will be entirely eliminated. Our overall gross margin percentage increased to 42% for the third quarter of 2021 from 32% for the third quarter of 2020 primarily due to higher DRAM margins resulting from increases in average selling prices and manufacturing cost reductions, which were partially offset by lower NAND margins as declines in average selling prices outpaced manufacturing cost reductions. Our overall gross margin percentage increased to 34% for the first nine months of 2021 from 29% for the first nine months of 2020 primarily due to higher DRAM margins resulting from manufacturing cost reductions and increases in average selling prices, which were partially offset by lower NAND margins as declines in average selling prices outpaced cost reductions. We reduced manufacturing costs for both DRAM and NAND for the third quarter and first nine months of 2021 as compared to the corresponding periods of 2020 through strong execution in delivering products featuring advanced technologies and from continuous improvement initiatives to reduce production costs. Effective as of the beginning of the second quarter of 2021, we changed our method of inventory costing from average cost to FIFO. Concurrently, as of the beginning of the second quarter of 2021, we modified our inventory cost absorption processes used to estimate inventory values, which affects the timing of when costs are recognized. These changes resulted in a one-time increase to cost of goods sold of approximately$293 million in the second quarter of 2021. 32 | 2021 Q3 10-Q -------------------------------------------------------------------------------- Revenue by Business Unit Third Second Third Quarter Quarter Quarter Nine Months 2021 2021 2020 2021 2020 CNBU$ 3,304 45%$ 2,636 42%$ 2,218 41%$ 8,486 44%$ 6,164 40% MBU 1,999 27% 1,811 29% 1,525 28% 5,311 27% 4,240 28% SBU 1,009 14% 850 14% 1,014 19% 2,770 14% 2,852 19% EBU 1,105 15% 935 15% 675 12% 2,849 15% 2,105 14% All Other 5 -% 4 -% 6 -% 15 -% 18 -%$ 7,422 $ 6,236 $ 5,438 $ 19,431 $ 15,379
Percentages of total revenue may not add up to 100% due to rounding.
The evolution of the turnover of each business unit for the third quarter of 2021 compared to the second quarter of 2021 is as follows:
•CNBU revenue increased 25% primarily due to broad-based increases in average selling prices. •MBU revenue increased 10% primarily due to increases in average selling prices driven by demand growth, particularly for MCP products in smartphone markets as 5G momentum increases. •SBU revenue increased 19% primarily due to bit shipment increases of QLC and other SSD products and increases in average selling prices. •EBU revenue increased 18% primarily due to strength in the industrial market and increases in average selling prices.
The variations in the turnover of each business unit for the third quarter and the first nine months of 2021 compared to the corresponding periods of 2020 are as follows:
•CNBU revenue increased 49% and 38%, respectively, primarily due to broad-based increases in bit shipments across markets and higher average selling prices. •MBU revenue increased 31% and 25%, respectively, primarily due to increases in bit shipments for high-value mobile MCP products and for the third quarter of 2021, increases in DRAM average selling prices. •SBU revenue was relatively unchanged as increases in bit shipments for NAND products were offset by declines in average selling prices. •EBU revenue increased 64% and 35%, respectively, primarily due to increases in bit shipments driven by strong demand growth in automotive and industrial markets.
Operating profit (loss) per business unit
Third Second Third
Quarter Quarter Quarter Nine Months
2021 2021 2020 2021 2020
CNBU $ 1,342 41% $ 709 27% $ 448 20% $ 2,534 30% $ 1,132 18%
MBU 683 34% 464 26% 295 19% 1,517 29% 773 18%
SBU 53 5% (59) (7)% 177 17% (2) -% (42) (1)%
EBU 282 26% 141 15% 64 9% 539 19% 256 12%
All Other 4 80% 2 50% (3) (50)% 6 40% (2) (11)%
$ 2,364 $ 1,257 $ 981 $ 4,594 $ 2,117
Percentages reflect operating profit (loss) as a percentage of sales for each business unit.
The variations in the operating result of each business unit for the third quarter of 2021 compared to the second quarter of 2021 are as follows:
•CNBU operating income increased primarily due to increases in DRAM average
selling prices.
•MBU operating income increased primarily due to increases in average selling
prices.
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• SBU operating margin improved primarily due to higher average NAND selling prices, cost reductions and increased bit shipments. • EBU operating profit increased primarily due to higher average selling prices and DRAM bit shipments.
Changes in operating income or loss for each business unit for the third quarter and first nine months of 2021 as compared to the corresponding periods of 2020 were as follows: •CNBU operating income increased primarily due to increases in bit shipments, higher average selling prices, and manufacturing cost reductions. •MBU operating income increased primarily due to increases in sales of high-value MCP products, manufacturing cost reductions for low-power DRAM, and increases in DRAM bit shipments. •SBU operating margin for the third quarter of 2021 declined from the third quarter of 2020 primarily due to decreases in selling prices, partially offset by manufacturing cost reductions, and increases in bit shipments. SBU operating margin for the first nine months of 2021 improved from the first nine months of 2020 primarily due to lower manufacturing costs and increases in bit shipments, partially offset by decreases in selling prices. •EBU operating income increased primarily due to higher bit shipments and reductions in manufacturing costs.
Operating and other expenses
Research and Development: R&D expenses vary primarily with the number of
development and pre-qualification wafers processed, the cost of advanced
equipment dedicated to new product and process development, and personnel costs.
Because of the lead times necessary to manufacture our products, we typically
begin to process wafers before completion of performance and reliability
testing. Development of a product is deemed complete when it is qualified
through reviews and tests for performance and reliability. R&D expenses can vary
significantly depending on the timing of product qualification.
R&D expenses for the third quarter of 2021 were 5% higher as compared to the
second quarter of 2021 primarily due to increases in volumes of development and
pre-qualification wafers and employee compensation. R&D expenses for the third
quarter and first nine months of 2021 were relatively unchanged as compared to
the corresponding periods of 2020.
Selling, General, and Administrative: SG&A expenses for the third quarter of
2021 were 7% higher as compared to the second quarter of 2021 and 6% higher as
compared to the third quarter of 2020 primarily due to increases in employee
compensation, legal fees, and advertising. SG&A expenses for the first nine
months of 2021 were relatively unchanged as compared to the corresponding period
of 2020.
Income Taxes: Our income tax (provision) benefit consisted of the following:
Third Second Third
Quarter Quarter Quarter Nine Months
2021 2021 2020 2021 2020
Income before taxes $ 1,806 $ 635 $ 870 $ 3,282 $ 1,858
Income tax (provision) benefit (65) (48) (68) (164) (144)
Effective tax rate 3.6 % 7.6 % 7.8 % 5.0 % 7.8 %
Our effective tax rate for the third quarter and first nine months of 2021
decreased as compared to the periods presented as a result of a $104 million tax
benefit on the discrete $435 million charge to adjust our Lehi assets held for
sale to their estimated net realizable value. Other changes to our effective tax
rate in the periods presented were primarily due to the geographic mix of our
earnings.
We operate in a number of jurisdictions outside the United States , including
Singapore , where we have tax incentive arrangements. These incentives expire, in
whole or in part, at various dates through 2034 and are conditional, in part,
upon meeting certain business operations and employment thresholds. The effect
of tax incentive arrangements reduced our tax provision by $276 million
(benefiting our diluted earnings per share by $0.24 ) for the third quarter of
2021, $45 million ($0.04 per diluted share) for the second quarter of 2021,
$377 million ($0.33 per
34 | 2021 Q3 10-Q
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diluted share) for the first nine months of 2021, $70 million ($0.06 per diluted
share) for the third quarter of 2020, and $78 million ($0.07 per diluted share)
for the first nine months of 2020.
Other: Interest expense for the third quarter of 2021 increased 10% as compared
to the second quarter of 2021 primarily due to a decrease in capitalized
interest from lower levels of capital projects in process. Interest income for
the third quarter of 2021 was relatively unchanged as compared to the second
quarter of 2021.
Interest expense for the third quarter and first nine months of 2021 decreased
10% and 6%, respectively, as compared to the corresponding periods of 2020
primarily due to a decrease in interest rates, partially offset by an increase
in debt obligations. Interest income for the third quarter and first nine months
of 2021 decreased 65% and 72%, respectively, as compared to the corresponding
periods of 2020 as a result of decreases in interest rates, partially offset by
higher cash and investment balances.
Further discussion of other operating and non-operating income and expenses can
be found in "Item 1. Financial Statements - Notes to Consolidated Financial
Statements - Equity Plans," "- Other Operating (Income) Expense, Net" and "-
Other Non-Operating Income (Expense), Net."
Liquidity and capital resources
Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. We are continuously evaluating alternatives for efficiently funding our capital expenditures and ongoing operations. We expect, from time to time, to engage in a variety of financing transactions for such purposes, including the issuance of securities. As ofJune 3, 2021 ,$2.50 billion was available to draw under our Revolving Credit Facility. We expect that our cash and investments, cash flows from operations, and available financing will be sufficient to meet our requirements at least through the next 12 months and thereafter for the foreseeable future. To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate capital expenditures in 2021 for property, plant, and equipment, net of partner contributions, to be somewhat above$9.5 billion , focused on technology transitions and product enablement. Actual amounts for 2021 will vary depending on market conditions. As ofJune 3, 2021 , we had purchase obligations of approximately$2.02 billion for the acquisition of property, plant, and equipment, of which approximately$1.86 billion is expected to be paid within one year. InMay 2018 , our Board of Directors 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 a Rule 10b5-1 trading plan. 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. Since the authorization inMay 2018 , throughJune 3, 2021 , we had repurchased an aggregate of$2.99 billion of the authorized amount. See "Item 1. Financial Statements - Notes to Consolidated Financial Statements - Equity." Cash and marketable investments totaled$9.75 billion as ofJune 3, 2021 and$9.19 billion as ofSeptember 3, 2020 . Our investments consist primarily of bank deposits, money market funds, and liquid investment-grade, fixed-income securities, which are diversified among industries and individual issuers. To mitigate credit risk, we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit exposure by restricting the amount of investments with any single obligor. As ofJune 3, 2021 ,$3.38 billion of our cash and marketable investments was held by our foreign subsidiaries. [[Image Removed: mu-20210603_g3.jpg]] 35 --------------------------------------------------------------------------------
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