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
December
22, 2009
Date of
Report (date of earliest event reported)
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MICRON
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-10658
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75-1618004
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8000
South Federal Way
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Boise,
Idaho 83716-9632
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(Address
of principal executive offices)
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(208)
368-4000
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(Registrant’s
telephone number, including area code)
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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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On
December 22, 2009, the Company announced its financial results for the fiscal
quarter ended December 3, 2009. 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.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release issued on December 22, 2009
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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.
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MICRON
TECHNOLOGY, INC.
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Date:
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December
22, 2009
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By:
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/s/
Ronald C. Foster
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Name:
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Ronald
C. Foster
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Title:
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Chief
Financial Officer and
Vice
President of Finance
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INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED DECEMBER 22, 2009
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Exhibit
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Description
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99.1
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Press
Release issued on December 22, 2009
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EXHIBIT 99.1
FOR
IMMEDIATE RELEASE
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Contacts:
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Kipp
A. Bedard
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Daniel
Francisco
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Investor
Relations
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Media
Relations
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kbedard@micron.com
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dfrancisco@micron.com
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(208)
368-4465
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(208)
368-5584
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MICRON TECHNOLOGY, INC.,
REPORTS RESULTS FOR THE
FIRST QUARTER OF FISCAL
2010
BOISE, Idaho, December 22,
2009 – Micron Technology, Inc., (NYSE: MU) today announced results of operations
for its first quarter of fiscal 2010, which ended December 3, 2009. For the
first quarter of fiscal 2010, the company had net income attributable to Micron
shareholders of $204 million, or $0.23 per diluted share, on net sales of $1.74
billion. These results compare to a loss of $100 million, or $0.12 per diluted
share, on net sales of $1.3 billion for the fourth quarter of fiscal 2009 and a
loss of $718 million, or $0.93 per diluted share, on net sales of $1.4 billion
for the first quarter of fiscal 2009. Amounts and presentations for periods
prior to fiscal 2010 have been recast for the effects of the adoption of new
accounting standards for convertible debt and noncontrolling
interests.
“We
realize there are still challenges in the global economy, but our team members
deserve a lot of credit for generating positive operating cash flow throughout
the downturn,” said Steve Appleton, Micron Chairman and CEO. “Our technology,
cost competitiveness and strong balance sheet will provide a great foundation
for taking advantage of improving market conditions.”
Revenue
from sales of DRAM products increased 50 percent in the first quarter compared
to the fourth quarter due to a 25 percent increase in sales volume and a 21
percent increase in average selling prices. Revenue from sales of NAND Flash
products increased 21 percent in the first quarter compared to the fourth
quarter due to a 16 percent increase in sales volume and a five percent increase
in average selling prices. The company’s gross margin on sales of memory
products improved from 12 percent in the fourth quarter of fiscal 2009 to 27
percent in the first quarter of fiscal 2010 due primarily to the increases in
average selling prices.
The
company generated $326 million in cash flows from operations in the first
quarter of fiscal 2010 and ended the quarter with cash and investments of
approximately $1.6 billion.
The
company will host a conference call today at 2:30 p.m. MST to discuss its
financial results. The call, audio and slides will be available online at
www.micron.com. A webcast replay will be
available
on the company’s web site until Dec. 22, 2010. A taped audio replay of the
conference call will also be available at (706) 645-9291 (conference number:
45034396) beginning at 5:30 p.m. MST today and continuing until 5:30 p.m. MST on
Dec. 29, 2009.
Micron
Technology, Inc., is one of the world’s leading providers of advanced
semiconductor solutions. Through its worldwide operations, Micron manufactures
and markets DRAM, NAND flash memory, CMOS image sensors, other semiconductor
components, and memory modules for use in leading-edge computing, consumer,
networking and mobile products. To learn more about Micron Technology, Inc.,
visit www.micron.com.
This press release contains
forward-looking statements regarding future market conditions. Actual events or
results may differ materially from those contained in the forward-looking
statements. Please refer to the documents the Company files on a consolidated
basis from time to time with the Securities and Exchange Commission,
specifically the Company’s most recent Form 10-K. These documents contain and
identify important factors that could cause the actual results for the Company
on a consolidated basis to differ materially from those contained in our
forward-looking statements (see Risk Factors). 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 report to conform to actual
results.
MICRON
TECHNOLOGY, INC.
CONSOLIDATED
FINANCIAL SUMMARY
(in
millions except per share amounts)
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1st
Qtr.
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4th
Qtr.
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1st Qtr.
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||||||||||
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Dec.
3,
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Sep.
3,
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Dec.
4,
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||||||||||
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2009
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2009
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2008
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Net
sales
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$ | 1,740 | $ | 1,302 | $ | 1,402 | ||||||
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Cost
of goods sold (1)
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1,297 | 1,133 | 1,851 | |||||||||
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Gross margin
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443 | 169 | (449 | ) | ||||||||
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Selling,
general and administrative
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97 | 82 | 102 | |||||||||
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Research
and development
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137 | 139 | 178 | |||||||||
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Restructure
(2)
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(1 | ) | 12 | (66 | ) | |||||||
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Other
operating (income) expense (3)
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9 | (15 | ) | 9 | ||||||||
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Operating income
(loss)
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201 | (49 | ) | (672 | ) | |||||||
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Interest
income (expense), net
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(45 | ) | (43 | ) | (31 | ) | ||||||
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Other
non-operating income (expense) (4)
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56 | (1 | ) | (10 | ) | |||||||
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Income
tax (provision) benefit (5)
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7 | 13 | (13 | ) | ||||||||
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Equity
in net losses of equity method investees
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(17 | ) | (34 | ) | (5 | ) | ||||||
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Net
loss attributable to noncontrolling interests
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2 | 14 | 13 | |||||||||
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Net income (loss) attributable to
Micron
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$ | 204 | $ | (100 | ) | $ | (718 | ) | ||||
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Earnings
(loss) per share:
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Basic
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$ | 0.24 | $ | (0.12 | ) | $ | (0.93 | ) | ||||
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Diluted
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0.23 | (0.12 | ) | (0.93 | ) | |||||||
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Number
of shares used in per share calculations:
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Basic
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846.3 | 844.3 | 773.3 | |||||||||
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Diluted
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1,000.7 | 844.3 | 773.3 | |||||||||
CONSOLIDATED
FINANCIAL SUMMARY, Continued
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As
of
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Dec.
3,
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Sep.
3,
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2009
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2009
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Cash
and short-term investments
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$ | 1,565 | $ | 1,485 | ||||
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Receivables
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1,091 | 798 | ||||||
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Inventories
(1)
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1,037 | 987 | ||||||
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Total
current assets
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3,769 | 3,344 | ||||||
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Property,
plant and equipment
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6,876 | 7,089 | ||||||
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Total
assets
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11,726 | 11,459 | ||||||
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Accounts
payable and accrued expenses
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1,059 | 1,037 | ||||||
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Current
portion of long-term debt
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618 | 424 | ||||||
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Total
current liabilities
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2,242 | 1,892 | ||||||
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Long-term
debt (6)
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2,143 | 2,379 | ||||||
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Total
Micron shareholders’ equity
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5,195 | 4,953 | ||||||
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Noncontrolling
interests in subsidiaries (7)
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1,896 | 1,986 | ||||||
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Total
equity
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7,091 | 6,939 | ||||||
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Three
Months Ended
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Dec.
3,
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Dec.
4,
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|||||||
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2009
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2008
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Net
cash provided by operating activities
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$ | 326 | $ | 359 | ||||
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Net
cash used for investing activities
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(25 | ) | (489 | ) | ||||
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Net
cash used for financing activities
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(221 | ) | (88 | ) | ||||
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Depreciation
and amortization
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491 | 605 | ||||||
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Expenditures
for property, plant and equipment
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(62 | ) | (270 | ) | ||||
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Payments
on equipment purchase contracts
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(49 | ) | (64 | ) | ||||
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Net
distributions to noncontrolling interests
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(88 | ) | (150 | ) | ||||
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Noncash
equipment acquisitions on contracts payable and capital
leases
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176 | 153 | ||||||
The
company’s first quarter of fiscal 2010 and 2009 contained 13 weeks and 14 weeks,
respectively.
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(1)
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The
company’s results of operations for first quarter of fiscal 2009 includes
a charge of $369 million to write down the carrying value of work in
process and finished goods inventories of memory products (both DRAM and
NAND Flash) to their estimated market
values.
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(2)
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In
the second quarter of fiscal 2009, in response to a sustained severe
downturn in the semiconductor memory industry and global economic
conditions, the company announced that it would phase out all remaining
200mm wafer manufacturing operations at its Boise, Idaho, facility. In the
first quarter of fiscal 2009, the company announced a restructuring
of
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its
memory operations. As part of the restructure announced in the first
quarter, IM Flash Technologies (“IMFT”), a joint venture between the
company and Intel Corporation, terminated its agreement with the company
to supply NAND Flash memory from the company’s Boise facility, reducing
IMFT’s NAND Flash production by approximately 35,000 200mm wafers per
month. Resulting from these actions, the company recorded credits of $1
million and $66 million in the first quarter of fiscal 2010 and 2009,
respectively, and a charge of $12 million in the fourth quarter of fiscal
2009.
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(3)
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Other
operating expense in the first quarter of fiscal 2010 includes losses of
$21 million from changes in currency exchange rates. Other
operating income in the fourth quarter of fiscal 2009 includes a credit of
$12 million to adjust the estimated loss of $53 million on the sale of a
majority interest in the company’s Aptina imaging solutions business
recorded in the third quarter of fiscal 2009 to the final loss of $41
million. Other operating expense in the first quarter of fiscal 2009
includes losses of $14 million on disposals of semiconductor
equipment.
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(4)
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Other
non-operating income in the first quarter of fiscal 2010 includes a gain
of $56 million recognized in connection with the August 2009 issuance of
common shares in a public offering by the company’s equity method
investment – Inotera Memories, Inc. (“Inotera”) – at a price equal to
$16.02 New Taiwan dollars per common share (approximately $0.49 U.S.
dollars per share at the time of issuance). As a result of the issuance,
the company’s interest in Inotera decreased from 35.5% to
29.8%.
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(5)
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Income
taxes primarily reflect taxes on the company’s non-U.S. operations and
U.S. alternative minimum tax. The company has a valuation allowance for
its net deferred tax asset associated with its U.S. operations. Taxes
attributable to U.S. operations in fiscal 2010 and 2009 were substantially
offset by changes in the valuation
allowance.
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(6)
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In
the first quarter of fiscal 2010, the company adopted the FASB’s new
accounting standard for convertible debt instruments that may be settled
in cash upon conversion, including partial cash settlement. The new
standard was applicable for the company’s $1.3 billion 1.875% convertible
senior notes issued in May, 2007 and requires the liability and equity
components of such instrument be accounted for separately in a manner such
that interest cost will be recognized at a nonconvertible debt borrowing
rate in periods subsequent to the issuance of the instrument. Amounts
prior to fiscal 2010 have been recast for this adoption. In connection
therewith, as of the issuance date of the $1.3 billion convertible debt,
there was a decrease in the carrying value of the debt of $402 million, an
increase in the carrying value of additional capital of $394 million and a
decrease in the carrying value of deferred debt issuance costs (included
other noncurrent assets) of $8 million. In addition, through fiscal 2009,
there was a decrease in retained earnings of $94 million and accretion of
the carrying value of long-term debt of $107 million as a result of the
new standard.
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(7)
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In
the first quarter of fiscal 2010, the company adopted the FASB’s new
accounting standard for noncontrolling interests. The new standard
requires noncontrolling interests be reported as a separate component of
equity and that net income or loss attributable to the parent and
noncontrolling interests be separately identified in the statement of
operations. Amounts prior to fiscal 2010 have been recast for this
adoption.
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