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
23, 2008
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 23, 2008, the Company announced its financial results for the fiscal
quarter ended December 4, 2008. 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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The
following exhibits are filed
herewith:
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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 23, 2008
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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
23, 2008
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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 23, 2008
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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 23, 2008
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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
2009
BOISE, Idaho, December 23,
2008 – Micron Technology, Inc., (NYSE: MU) today announced results of operations
for the company’s first quarter of fiscal 2009, which ended December 4, 2008.
For the first quarter of fiscal 2009, the company posted a net loss of $706
million, or $0.91 per diluted share, on net sales of $1.4 billion. These results
reflect a non-cash charge to cost of goods sold of $369 million to write down
the value of work in process and finished goods inventories of memory products
to their estimated market values and a benefit of $157 million from first
quarter sales of products that were subject to previous write-downs. In the
first quarter of fiscal 2009, the company generated $359 million in cash flow
from operating activities and ended the quarter with cash and investments of
$1.0 billion.
Sales of
the company’s memory products in the first quarter of fiscal 2009 decreased 4
percent compared to the preceding quarter as a result of significant decreases
in market selling prices for the company’s products, partially offset by a
higher sales volume. The company’s sales measured in gigabits increased 35
percent and 40 percent for DRAM and NAND Flash products, respectively. The sales
volume, which outpaced production during the first quarter, resulted in a 15
percent decrease in gigabits of the company’s finished goods inventories during
the quarter. Average selling prices for the company’s memory products decreased
34 percent and 24 percent for DRAM and NAND Flash products,
respectively.
The company’s reported gross margin
decreased in the first quarter compared to the preceding quarter as decreases in
per gigabit average selling prices for memory products outpaced decreases in
cost. Comparing the first quarter to the fourth quarter of fiscal 2008, absent
the effects of the first quarter and prior period inventory write-downs, per
gigabit costs decreased 12 percent and 14 percent for DRAM and NAND Flash
products, respectively.
The company’s cost-cutting and
restructuring activities have yielded reductions in operating costs in nearly
all areas and contributed to the company’s cash flow from operating activities
in the first quarter.
Sales of
CMOS image sensors in the first quarter of fiscal 2009 were relatively stable
compared to the preceding quarter. The company’s gross margin on sales of
Imaging products also remained stable compared to the fourth quarter, reflecting
a slight decrease in costs per part.
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. 23, 2009. A taped audio replay of the conference call will also be
available at (706) 645-9291 (conference number: 76127953) beginning at 5:30 p.m.
MST today and continuing until 5:30 p.m. MST on Dec. 30, 2008.
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. Micron's common stock is traded on the New York
Stock Exchange (NYSE) under the MU symbol. To learn more about Micron
Technology, Inc., visit www.micron.com.
MICRON
TECHNOLOGY, INC.
CONSOLIDATED
FINANCIAL SUMMARY
(Amounts
in millions except per share data)
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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.
4,
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Aug.
28,
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Nov.
29,
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||||||||||
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2008
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2008
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2007
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Net
sales
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$ | 1,402 | $ | 1,449 | $ | 1,535 | ||||||
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Cost
of goods sold (1)
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1,851 | 1,514 | 1,530 | |||||||||
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Gross
margin
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(449 | ) | (65 | ) | 5 | |||||||
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Selling,
general and administrative
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102 | 107 | 112 | |||||||||
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Research
and development
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178 | 167 | 163 | |||||||||
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Restructure
(2)
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(66 | ) | 4 | 13 | ||||||||
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Other
operating (income) expense, net (3)
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9 | (5 | ) | (23 | ) | |||||||
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Operating
loss
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(672 | ) | (338 | ) | (260 | ) | ||||||
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Interest
income (expense), net
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(20 | ) | (9 | ) | 9 | |||||||
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Other
non-operating income (expense), net
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(14 | ) | (6 | ) | (1 | ) | ||||||
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Income
tax provision (4)
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(13 | ) | (2 | ) | (7 | ) | ||||||
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Noncontrolling
interests in net (income) loss
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13 | 11 | (3 | ) | ||||||||
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Net
loss
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$ | (706 | ) | $ | (344 | ) | $ | (262 | ) | |||
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Earnings
(loss) per share:
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Basic
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$ | (0.91 | ) | $ | (0.45 | ) | $ | (0.34 | ) | |||
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Diluted
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(0.91 | ) | (0.45 | ) | (0.34 | ) | ||||||
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Number
of shares used in per share calculations:
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||||||||||||
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Basic
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773.3 | 772.9 | 771.9 | |||||||||
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Diluted
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773.3 | 772.9 | 771.9 | |||||||||
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Reconciliation
of GAAP to Non-GAAP Financial Measures (5)
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Gross
margin:
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On
a GAAP basis
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$ | (449 | ) | $ | (65 | ) | $ | 5 | ||||
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Period-end
inventory write-down
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369 | 205 | 62 | |||||||||
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Estimated
net effect of previous write-downs
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(157 | ) | (13 | ) | (14 | ) | ||||||
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NAND
Flash memory price adjustments
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-- | (70 | ) | -- | ||||||||
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On
a non-GAAP basis
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$ | (237 | ) | $ | 57 | $ | 53 | |||||
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Net
loss:
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On
a GAAP basis
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$ | (706 | ) | $ | (344 | ) | $ | (262 | ) | |||
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Period-end
inventory write-down
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369 | 205 | 62 | |||||||||
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Estimated
net effect of previous write-downs
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(157 | ) | (13 | ) | (14 | ) | ||||||
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Restructure
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(66 | ) | 4 | 13 | ||||||||
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NAND
Flash memory price adjustments
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-- | (70 | ) | -- | ||||||||
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On
a non-GAAP basis
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$ | (560 | ) | $ | (218 | ) | $ | (201 | ) | |||
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Diluted
earnings (loss) per share:
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On
a GAAP basis
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$ | (0.91 | ) | $ | (0.45 | ) | $ | (0.34 | ) | |||
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Inventory
write-downs
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0.48 | 0.27 | 0.08 | |||||||||
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Estimated
net effect of previous write-downs
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(0.20 | ) | (0.02 | ) | (0.02 | ) | ||||||
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Restructure
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(0.09 | ) | 0.01 | 0.02 | ||||||||
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NAND
Flash memory price adjustments
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-- | (0.09 | ) | -- | ||||||||
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On
a non-GAAP basis
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$ | (0.72 | ) | $ | (0.28 | ) | $ | (0.26 | ) | |||
CONSOLIDATED
FINANCIAL SUMMARY, Continued
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As
of
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||||||||
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Dec.
4,
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Aug.
28,
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2008
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2008
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Cash
and short-term investments
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$ | 1,028 | $ | 1,362 | ||||
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Receivables
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1,031 | 1,032 | ||||||
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Inventories
(1)
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883 | 1,291 | ||||||
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Total
current assets
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3,037 | 3,779 | ||||||
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Property,
plant and equipment, net
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8,460 | 8,811 | ||||||
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Total
assets (6)
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12,676 | 13,430 | ||||||
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Accounts
payable and accrued expenses
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943 | 1,111 | ||||||
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Current
portion of long-term debt
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343 | 275 | ||||||
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Total
current liabilities
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1,635 | 1,598 | ||||||
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Long-term
debt
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2,523 | 2,451 | ||||||
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Noncontrolling
interests in subsidiaries
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2,702 | 2,865 | ||||||
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Total
shareholders’ equity
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5,484 | 6,178 | ||||||
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Quarter
Ended
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||||||||
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Dec.
4,
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Nov.
29,
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2008
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2007
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Net
cash provided by operating activities
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$ | 359 | $ | 276 | ||||
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Net
cash used for investing activities
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(489 | ) | (406 | ) | ||||
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Net
cash provided by financing activities
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(88 | ) | (182 | ) | ||||
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Depreciation
and amortization
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594 | 504 | ||||||
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Expenditures
for property, plant and equipment
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(270 | ) | (765 | ) | ||||
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Net
cash received from (paid to) noncontrolling interests
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(150 | ) | 150 | |||||
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Payments
on equipment purchase contracts
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(64 | ) | (122 | ) | ||||
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Noncash
equipment acquisitions on contracts payable and capital
leases
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153 | 152 | ||||||
The
company’s first quarter of fiscal 2009 included 14 weeks while the company’s
fourth quarter and first quarter of fiscal 2008 each included 13
weeks.
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(1)
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The
results for the first quarter of fiscal 2009 and the fourth and first
quarters of fiscal 2008 include charges of $369 million, $205 million and
$62 million, respectively, to write down the carrying value of work in
process and finished goods inventories of memory products to their
estimated market values. In addition, cost of goods sold in the fourth
quarter of fiscal 2008 includes the effect of price adjustments for NAND
products purchased from other suppliers in prior
periods.
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(2)
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In
the first quarter of fiscal 2009, in response to a challenging global
environment for technology products, the company announced a restructuring
of its memory operations. As part of the restructure, IM Flash
Technologies (“IMFT”), a joint venture between the company and Intel
Corporation (“Intel”), 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. In
addition, as part of the restructuring, the company plans to reduce its
global workforce by approximately 15 percent through 2010. Through the end
of the first quarter of fiscal
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2009,
approximately one half of these global workforce reductions occurred, the
majority of which were effected through a voluntary program.
As
a result of the these actions, the company recorded a net $66 million
credit to restructure in the first quarter of fiscal 2009, attributable to
the company’s memory segment, including an aggregate credit of $88 million
related to the termination of the NAND Flash supply agreement net of
related equipment losses and costs of $22 million for severance and other
employee-related items.
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(3)
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Other
operating (income) expense for the first quarter of fiscal 2009 includes
losses of $14 million on disposals of semiconductor equipment. Other
operating (income) expense for the first quarter of fiscal 2008 includes
$38 million in receipts from the U.S. government in connection with
anti-dumping tariffs, losses of $27 million from changes in currency
exchange rates and gains of $10 million on disposals of semiconductor
equipment.
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(4)
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Income
taxes for fiscal 2009 and 2008 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. Tax attributable to U.S. operations in fiscal 2009 and
2008 were substantially offset by changes in the valuation
allowance.
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(5)
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To
supplement its consolidated financial statements presented on a GAAP
basis, the company uses non-GAAP measures of gross margin, net income and
earnings per share, which are adjusted to exclude inventory write-downs,
restructure charges and price adjustments for NAND products purchased from
other suppliers in prior periods. Management does not consider these
charges in evaluating the core operational activities of the company. In
addition, management believes these non-GAAP measures are useful to
investors in enabling them to better assess changes in the company’s
operating results across different time periods. These measures should be
considered in addition to results prepared in accordance with GAAP, but
should not be considered a substitute for or superior to GAAP results. The
non-GAAP financial measures presented by the company may be different than
the non-GAAP financial measures presented by other
companies.
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(6)
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In
the first quarter of fiscal 2009, the company acquired from Qimonda AG
(“Qimonda”) and its affiliates approximately 35.6% of the outstanding
common stock of Inotera Memories, Inc. (“Inotera”) in a series of
transactions for approximately $400
million.
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In
connection with the acquisition, the company entered into a loan agreement
with Nan Ya Plastics Corporation (“NPC”), pursuant to which NPC made a
loan to the company in the principal amount of $200 million, the proceeds
of which were used to pay for a portion of the purchase price of the
shares in Inotera. In addition, the company entered into a loan agreement
with Inotera, pursuant to which Inotera made a loan to the company in the
principal amount of $85 million, the proceeds of which are to be used for
general corporate purposes. The loans were recorded at their fair values
and reflect an aggregate discount of $31 million from their face amounts.
The discount was reflected as a reduction in the basis of the company’s
investment in Inotera.
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As
a result of the above transactions, the carrying value of the company’s
investment in Inotera is $378 million, which includes $10 million of costs
and other fees incurred in connection with the
transactions.
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