EPS Forecast
Revenue Forecast
EX-99.1
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a2022q2ex991-pressrelease.htm
EX-99.1 2022 Q2 EXHIBIT 99.1 EARNINGS RELEASE
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contacts: | Farhan Ahmad | Erica Rodriguez Pompen | ||||||
| Investor Relations | Media Relations | |||||||
| farhanahmad@micron.com | epompen@micron.com | |||||||
| (408) 834-1927 | (408) 834-1873 | |||||||
MICRON TECHNOLOGY, INC. REPORTS RESULTS FOR THE
SECOND QUARTER OF FISCAL 2022
Delivers strong profitability and over $1 billion in free cash flow
BOISE, Idaho, March 29, 2022 – Micron Technology, Inc. (Nasdaq: MU) today announced results for its second quarter of fiscal 2022, which ended March 3, 2022.
Fiscal Q2 2022 highlights
•Revenue of $7.79 billion versus $7.69 billion for the prior quarter and $6.24 billion for the same period last year
•GAAP net income of $2.26 billion, or $2.00 per diluted share
•Non-GAAP net income of $2.44 billion, or $2.14 per diluted share
•Operating cash flow of $3.63 billion versus $3.94 billion for the prior quarter and $3.06 billion for the same period last year
“Micron’s excellent second quarter results exceeded the high end of our guidance for both revenue and margin, reflecting our strong execution,” said Micron Technology President and CEO Sanjay Mehrotra. “We’re leading the industry in technology across DRAM and NAND, and our product portfolio momentum is accelerating. With outstanding first half results, Micron is on track to deliver record revenue and robust profitability in fiscal 2022.”
| Quarterly Financial Results | |||||||||||||||||||||||
| (in millions, except per share amounts) | GAAP(1) | Non-GAAP(2) | |||||||||||||||||||||
| FQ2-22 | FQ1-22 | FQ2-21 | FQ2-22 | FQ1-22 | FQ2-21 | ||||||||||||||||||
| Revenue | $ | 7,786 | $ | 7,687 | $ | 6,236 | $ | 7,786 | $ | 7,687 | $ | 6,236 | |||||||||||
| Gross margin | 3,676 | 3,565 | 1,649 | 3,724 | 3,616 | 2,054 | |||||||||||||||||
| percent of revenue | 47.2 | % | 46.4 | % | 26.4 | % | 47.8 | % | 47.0 | % | 32.9 | % | |||||||||||
| Operating expenses | 1,130 | 934 | 986 | 974 | 891 | 797 | |||||||||||||||||
| Operating income | 2,546 | 2,631 | 663 | 2,750 | 2,725 | 1,257 | |||||||||||||||||
| percent of revenue | 32.7 | % | 34.2 | % | 10.6 | % | 35.3 | % | 35.4 | % | 20.2 | % | |||||||||||
| Net income | 2,263 | 2,306 | 603 | 2,444 | 2,471 | 1,128 | |||||||||||||||||
| Diluted earnings per share | 2.00 | 2.04 | 0.53 | 2.14 | 2.16 | 0.98 | |||||||||||||||||
Investments in capital expenditures, net(2) were $2.60 billion for the second quarter of 2022, which resulted in adjusted free cash flow(2) of $1.03 billion. Micron repurchased approximately 4.8 million shares of its common stock for $408 million during the second quarter of fiscal 2022 and ended the quarter with cash, marketable investments, and restricted cash of $11.95 billion, for a net cash(2) position of $4.87 billion.
On March 29, 2022, our Board of Directors declared a quarterly dividend of $0.10 per share, payable in cash on April 26, 2022, to shareholders of record as of the close of business on April 11, 2022.
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Business Outlook
The following table presents Micron’s guidance for the third quarter of 2022:
| FQ3-22 | GAAP(1) Outlook | Non-GAAP(2) Outlook | |||||||||
Revenue | $8.7 billion ± $200 million | $8.7 billion ± $200 million | |||||||||
Gross margin | 47.0% ± 1% | 48.0% ± 1% | |||||||||
Operating expenses | $1.13 billion ± $25 million | $1.05 billion ± $25 million | |||||||||
Diluted earnings per share | $2.33 ± $0.10 | $2.46 ± $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 Tuesday, March 29, 2022 at 2:30 p.m. Mountain time to discuss its second quarter financial results and provide forward-looking guidance for its third 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.
Investor Day 2022
Micron will host an Investor Day on Thursday, May 12, 2022, from 8:30 a.m. – 12:30 p.m. Pacific time in San Francisco. For details and to complete registration, please visit investorday.micron.com. Please note, due to limited seating, registration for in-person attendance will be subject to confirmation.
Live webcast and subsequent replays of presentations will be accessible from Micron’s Investor Relations website at investors.micron.com.
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.
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, 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 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 after the date of this release to conform these statements to actual results.
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(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)
| 2nd Qtr. | 1st Qtr. | 2nd Qtr. | Six months ended | ||||||||||||||
| March 3, 2022 | December 2, 2021 | March 4, 2021 | March 3, 2022 | March 4, 2021 | |||||||||||||
| Revenue | $ | 7,786 | $ | 7,687 | $ | 6,236 | $ | 15,473 | $ | 12,009 | |||||||
| Cost of goods sold | 4,110 | 4,122 | 4,587 | 8,232 | 8,624 | ||||||||||||
| Gross margin | 3,676 | 3,565 | 1,649 | 7,241 | 3,385 | ||||||||||||
| Research and development | 792 | 712 | 641 | 1,504 | 1,288 | ||||||||||||
| Selling, general, and administrative | 263 | 259 | 214 | 522 | 428 | ||||||||||||
| Restructure and asset impairments | 5 | 38 | 5 | 43 | 13 | ||||||||||||
| Other operating (income) expense, net | 70 | (75) | 126 | (5) | 127 | ||||||||||||
| Operating income | 2,546 | 2,631 | 663 | 5,177 | 1,529 | ||||||||||||
| Interest income | 12 | 10 | 10 | 22 | 20 | ||||||||||||
| Interest expense | (55) | (45) | (42) | (100) | (90) | ||||||||||||
| Other non-operating income (expense), net | 6 | (75) | 4 | (69) | 17 | ||||||||||||
| 2,509 | 2,521 | 635 | 5,030 | 1,476 | |||||||||||||
| Income tax (provision) benefit | (255) | (219) | (48) | (474) | (99) | ||||||||||||
| Equity in net income (loss) of equity method investees | 9 | 4 | 16 | 13 | 29 | ||||||||||||
| Net income | $ | 2,263 | $ | 2,306 | $ | 603 | $ | 4,569 | $ | 1,406 | |||||||
| Earnings per share | |||||||||||||||||
| Basic | $ | 2.02 | $ | 2.06 | $ | 0.54 | $ | 4.08 | $ | 1.26 | |||||||
| Diluted | 2.00 | 2.04 | 0.53 | 4.04 | 1.23 | ||||||||||||
| Number of shares used in per share calculations | |||||||||||||||||
| Basic | 1,119 | 1,119 | 1,120 | 1,119 | 1,118 | ||||||||||||
| Diluted | 1,130 | 1,130 | 1,144 | 1,130 | 1,139 | ||||||||||||
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MICRON TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
| As of | March 3, 2022 | December 2, 2021 | September 2, 2021 | ||||||||
| Assets | |||||||||||
| Cash and equivalents | $ | 9,116 | $ | 8,680 | $ | 7,763 | |||||
| Short-term investments | 1,006 | 900 | 870 | ||||||||
| Receivables | 5,384 | 5,250 | 5,311 | ||||||||
| Inventories | 5,383 | 4,827 | 4,487 | ||||||||
| Assets held for sale | 13 | 13 | 974 | ||||||||
| Other current assets | 600 | 521 | 502 | ||||||||
| Total current assets | 21,502 | 20,191 | 19,907 | ||||||||
| Long-term marketable investments | 1,717 | 1,817 | 1,765 | ||||||||
| Property, plant, and equipment | 36,171 | 35,155 | 33,213 | ||||||||
| Operating lease right-of-use assets | 587 | 574 | 551 | ||||||||
| Intangible assets | 414 | 347 | 349 | ||||||||
| Deferred tax assets | 762 | 746 | 782 | ||||||||
| Goodwill | 1,228 | 1,228 | 1,228 | ||||||||
| Other noncurrent assets | 1,315 | 1,188 | 1,054 | ||||||||
| Total assets | $ | 63,696 | $ | 61,246 | $ | 58,849 | |||||
| Liabilities and equity | |||||||||||
| Accounts payable and accrued expenses | $ | 5,650 | $ | 5,470 | $ | 5,325 | |||||
| Current debt | 123 | 118 | 155 | ||||||||
| Other current liabilities | 1,145 | 924 | 944 | ||||||||
| Total current liabilities | 6,918 | 6,512 | 6,424 | ||||||||
| Long-term debt | 6,953 | 6,904 | 6,621 | ||||||||
| Noncurrent operating lease liabilities | 535 | 523 | 504 | ||||||||
| Noncurrent unearned government incentives | 704 | 767 | 808 | ||||||||
| Other noncurrent liabilities | 741 | 632 | 559 | ||||||||
| Total liabilities | 15,851 | 15,338 | 14,916 | ||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity | |||||||||||
| Common stock | 122 | 122 | 122 | ||||||||
| Additional capital | 9,816 | 9,564 | 9,453 | ||||||||
| Retained earnings | 43,407 | 41,267 | 39,051 | ||||||||
| Treasury stock | (5,362) | (4,954) | (4,695) | ||||||||
| Accumulated other comprehensive income (loss) | (138) | (91) | 2 | ||||||||
| Total equity | 47,845 | 45,908 | 43,933 | ||||||||
| Total liabilities and equity | $ | 63,696 | $ | 61,246 | $ | 58,849 | |||||
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MICRON TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Six months ended | March 3, 2022 | March 4, 2021 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 4,569 | $ | 1,406 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation expense and amortization of intangible assets | 3,413 | 3,036 | ||||||
| Stock-based compensation | 247 | 189 | ||||||
| (Gain) loss on debt repurchases and conversions | 83 | — | ||||||
Change in operating assets and liabilities | ||||||||
| Receivables | (44) | 533 | ||||||
| Inventories | (900) | 629 | ||||||
| Accounts payable and accrued expenses | 107 | (777) | ||||||
| Other | 91 | 8 | ||||||
| Net cash provided by operating activities | 7,566 | 5,024 | ||||||
| Cash flows from investing activities | ||||||||
| Expenditures for property, plant, and equipment | (5,876) | (5,756) | ||||||
| Purchases of available-for-sale securities | (922) | (1,349) | ||||||
| Proceeds from sale of Lehi, Utah fab | 893 | — | ||||||
| Proceeds from maturities of available-for-sale securities | 631 | 746 | ||||||
| Proceeds from sales of available-for-sale securities | 172 | 178 | ||||||
| Proceeds from government incentives | 66 | 176 | ||||||
| Other | (140) | 31 | ||||||
| Net cash provided by (used for) investing activities | (5,176) | (5,974) | ||||||
| Cash flows from financing activities | ||||||||
| Repayments of debt | (1,981) | (103) | ||||||
| Repurchases of common stock - repurchase program | (667) | — | ||||||
| Payments of dividends to shareholders | (224) | — | ||||||
| Repurchases of common stock - withholdings on employee equity awards | (112) | (78) | ||||||
| Payments on equipment purchase contracts | (105) | (123) | ||||||
| Proceeds from issuance of debt | 2,000 | — | ||||||
| Other | 110 | 95 | ||||||
| Net cash provided by (used for) financing activities | (979) | (209) | ||||||
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash | (16) | 43 | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 1,395 | (1,116) | ||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 7,829 | 7,690 | ||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 9,224 | $ | 6,574 | ||||
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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 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.
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MICRON TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts)
| 2nd Qtr. | 1st Qtr. | 2nd Qtr. | |||||||||
| March 3, 2022 | December 2, 2021 | March 4, 2021 | |||||||||
| GAAP gross margin | $ | 3,676 | $ | 3,565 | $ | 1,649 | |||||
| Stock-based compensation | 44 | 43 | 57 | ||||||||
| Inventory accounting policy change to FIFO | — | — | 133 | ||||||||
| Change in inventory cost absorption | — | — | 160 | ||||||||
| 3D XPoint inventory write-down | — | — | 49 | ||||||||
| Other | 4 | 8 | 6 | ||||||||
| Non-GAAP gross margin | $ | 3,724 | $ | 3,616 | $ | 2,054 | |||||
| GAAP operating expenses | $ | 1,130 | $ | 934 | $ | 986 | |||||
| Stock-based compensation | (75) | (73) | (55) | ||||||||
| Patent license charges | — | — | (128) | ||||||||
| Restructure and asset impairments | (5) | (38) | (5) | ||||||||
| Other | (76) | 68 | (1) | ||||||||
| Non-GAAP operating expenses | $ | 974 | $ | 891 | $ | 797 | |||||
| GAAP operating income | $ | 2,546 | $ | 2,631 | $ | 663 | |||||
| Stock-based compensation | 119 | 116 | 112 | ||||||||
| Inventory accounting policy change to FIFO | — | — | 133 | ||||||||
| Change in inventory cost absorption | — | — | 160 | ||||||||
| 3D XPoint inventory write-down | — | — | 49 | ||||||||
| Patent license charges | — | — | 128 | ||||||||
| Restructure and asset impairments | 5 | 38 | 5 | ||||||||
| Other | 80 | (60) | 7 | ||||||||
| Non-GAAP operating income | $ | 2,750 | $ | 2,725 | $ | 1,257 | |||||
GAAP net income | $ | 2,263 | $ | 2,306 | $ | 603 | |||||
| Stock-based compensation | 119 | 116 | 112 | ||||||||
| Inventory accounting policy change to FIFO | — | — | 133 | ||||||||
| Change in inventory cost absorption | — | — | 160 | ||||||||
| 3D XPoint inventory write-down | — | — | 49 | ||||||||
| Patent license charges | — | — | 128 | ||||||||
| Restructure and asset impairments | 5 | 38 | 5 | ||||||||
| Amortization of debt discount and other costs | 8 | 9 | 8 | ||||||||
| (Gain) loss on debt repurchases and conversions | — | 83 | — | ||||||||
| Other | 80 | (60) | 7 | ||||||||
Estimated tax effects of above and other tax adjustments | (31) | (21) | (77) | ||||||||
| Non-GAAP net income | $ | 2,444 | $ | 2,471 | $ | 1,128 | |||||
GAAP weighted-average common shares outstanding - Diluted | 1,130 | 1,130 | 1,144 | ||||||||
Adjustment for stock-based compensation | 13 | 11 | 10 | ||||||||
Non-GAAP weighted-average common shares outstanding - Diluted | 1,143 | 1,141 | 1,154 | ||||||||
GAAP diluted earnings per share | $ | 2.00 | $ | 2.04 | $ | 0.53 | |||||
Effects of the above adjustments | 0.14 | 0.12 | 0.45 | ||||||||
Non-GAAP diluted earnings per share | $ | 2.14 | $ | 2.16 | $ | 0.98 | |||||
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RECONCILIATION OF GAAP TO NON-GAAP MEASURES, Continued
| 2nd Qtr. | 1st Qtr. | 2nd Qtr. | |||||||||
| March 3, 2022 | December 2, 2021 | March 4, 2021 | |||||||||
GAAP net cash provided by operating activities | $ | 3,628 | $ | 3,938 | $ | 3,057 | |||||
Expenditures for property, plant, and equipment | (2,611) | (3,265) | (3,018) | ||||||||
Proceeds from sales of property, plant, and equipment | 27 | 21 | 18 | ||||||||
Payments on equipment purchase contracts | (27) | (78) | (26) | ||||||||
Amounts funded by partners | 11 | 55 | 143 | ||||||||
| Investments in capital expenditures, net | (2,600) | (3,267) | (2,883) | ||||||||
Adjusted free cash flow | $ | 1,028 | $ | 671 | $ | 174 | |||||
| As of | March 3, 2022 | December 2, 2021 | September 2, 2021 | ||||||||
Cash and short-term investments | $ | 10,122 | $ | 9,580 | $ | 8,633 | |||||
Current and noncurrent restricted cash | 108 | 83 | 66 | ||||||||
Long-term marketable investments | 1,717 | 1,817 | 1,765 | ||||||||
Current and long-term debt | (7,076) | (7,022) | (6,776) | ||||||||
Net cash | $ | 4,871 | $ | 4,458 | $ | 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;
•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
| FQ3-22 | GAAP Outlook | Adjustments | Non-GAAP Outlook | ||||||||||||||||||||
Revenue | $8.7 billion ± $200 million | — | $8.7 billion ± $200 million | ||||||||||||||||||||
Gross margin | 47.0% ± 1% | 1% | A | 48.0% ± 1% | |||||||||||||||||||
Operating expenses | $1.13 billion ± $25 million | $80 million | B | $1.05 billion ± $25 million | |||||||||||||||||||
Diluted earnings per share(1) | $2.33 ± $0.10 | $0.13 | A, B, C | $2.46 ± $0.10 | |||||||||||||||||||
Non-GAAP Adjustments (in millions) | |||||||||||||||||||||||
A | Stock-based compensation – cost of goods sold | $ | 56 | ||||||||||||||||||||
A | Other – cost of goods sold | 5 | |||||||||||||||||||||
B | Stock-based compensation – research and development | 47 | |||||||||||||||||||||
B | Stock-based compensation – sales, general, and administrative | 33 | |||||||||||||||||||||
C | Tax effects of the above items and other tax adjustments | 1 | |||||||||||||||||||||
| $ | 142 | ||||||||||||||||||||||
(1)GAAP earnings per share based on approximately 1.13 billion diluted shares and non-GAAP earnings per share based on approximately 1.14 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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