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
June
28, 2007
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):
c
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
c
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
c
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
c
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
June
28, 2007, Micron Technology, Inc. announced its financial results for the
quarter ended May 31, 2007. 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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
Company issued a press release announcing that Chief Operating Officer Mark
Durcan has been appointed to the role of President and Chief Operating Officer
of the Company. Steve Appleton, who formerly held the title of
President, will continue to serve as Chairman of the Board and Chief Executive
Officer. The full text of the press release related to this
announcement is attached hereto as Exhibit 99.1.
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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 June 28, 2007
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2
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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June
28, 2007
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By:
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/s/
W. G. Stover, Jr.
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Name:
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W.
G. Stover, Jr.
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Title:
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Vice
President of Finance and
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Chief
Financial Officer
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3
INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED JUNE 28, 2007
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Exhibit
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Description
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99.1
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Press
Release issued on June 28, 2007
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4
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)
368-4400
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(208)
368-5584
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Web
site URL http://www.micron.com
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MICRON
TECHNOLOGY, INC., REPORTS RESULTS FOR THE
THIRD
QUARTER OF FISCAL 2007 AND APPOINTMENT OF PRESIDENT
Boise,
Idaho, June 28, 2007– Micron Technology, Inc., (NYSE: MU) today
announced financial results for its third quarter and first nine months
of
fiscal 2007, which ended May 31. For the third quarter of fiscal 2007,
the
company posted a net loss of $225 million ($0.29 per diluted share) on
net sales
of $1.3 billion.
The
company achieved significant per megabit cost decreases for its NAND Flash
and
DRAM products in the third quarter of approximately 30 percent and 15 percent,
respectively, as compared to the preceding quarter. The company’s per megabit
cost decreases were obtained primarily through transitions to higher density,
advanced geometry devices and the ramp of NAND Flash products at the company’s
300mm fabrication facilities. The company’s net loss in the third quarter of
fiscal 2007 was largely the result of severe price declines across most
memory
products. Recent growth in industry supply resulted in price declines in
the
third quarter of approximately 35 percent for DRAM and 30 percent for NAND
Flash
products as compared to the second quarter.
Gigabyte
sales of NAND Flash memory products in the third quarter of fiscal 2007
increased by approximately 75 percent, as compared to the second quarter,
to
represent approximately 25 percent of the company’s total Memory revenue. Sales
of Imaging products in the third quarter remained at 11 percent of the
company’s
total net sales reflecting industry softness in mobile handset sales and
pricing
pressure.
Leadership
Appointment
Steve
Appleton, Chairman and Chief Executive Officer, also announced today that
Mark
Durcan, Chief Operating Officer (COO), has been appointed President and COO.
Durcan, 46, was appointed Micron’s COO in early 2006. Durcan joined Micron in
1984 as a diffusion engineer and has since held a variety of increasingly
responsible positions involving technology process integration and development,
including Chief Technical Officer and Vice President of Research and
Development.
“Mark’s
contributions over the past 23 years have been tremendous,” said Appleton. “I
look forward to his continued leadership in this role.”
Company
Initiatives
The
company is pursuing a number of initiatives to drive greater cost efficiencies
and revenue growth across its operations. These initiatives include developing
production cost efficiencies closer in location to Micron’s global customers,
evaluating functions more efficiently performed through partnerships or
other outside relationships and reducing the company’s overhead costs to meet or
exceed industry benchmarks. Micron is also exploring opportunities to leverage
the company’s industry-leading technology and diversified product
portfolio to accelerate revenue growth and increase shareholder value. While
some elements of these initiatives will be effected immediately, others will
take multiple quarters to implement.
The
company will host a conference call today at 2:30 p.m. MDT 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 June 28, 2008. A taped audio replay of the conference call will also
be
available at (973) 341-3080 (conference number: 8911074) beginning at 5:30
p.m.
MDT today and continuing until 5:30 p.m. MDT on July 5, 2007.
Micron
Technology, Inc., is one of the world's leading providers of advanced
semiconductor solutions. Through its worldwide operations, Micron manufactures
and markets DRAMs, 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 visit
www.micron.com.
This
press release contains forward-looking statements regarding initiatives to
drive
greater cost efficiencies and revenue growth. 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 and Form 10-Q. 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 Certain 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 press release to conform to actual
results.
MICRON
TECHNOLOGY, INC.
CONSOLIDATED
FINANCIAL SUMMARY
(Amounts
in millions except per share data)
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3rd
Qtr.
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2nd
Qtr.
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3rd
Qtr.
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Nine
Months Ended
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|||||||||||||||||
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May
31,
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Mar.
1,
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Jun.
1,
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May
31,
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Jun.
1,
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||||||||||||||||
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2007
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2007
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2006
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2007
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2006
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Net
sales
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$ |
1,294
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1,427
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$ |
1,312
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$ |
4,251
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$ |
3,899
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|||||||||||
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Cost
of goods sold
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1,188
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1,070
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983
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3,346
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3,023
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Gross
margin
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106
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357
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329
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905
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876
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Selling,
general and administrative
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134
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153
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113
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467
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316
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Research
and development
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195
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243
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168
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621
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493
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Other
operating (income) expense (1)
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(28 | ) | (5 | ) |
1
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(64 | ) | (230 | ) | |||||||||||
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Operating
income (loss)
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(195 | ) | (34 | ) |
47
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(119 | ) |
297
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Interest
income (expense), net
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17
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31
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27
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88
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40
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Other
non-operating income (expense)
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1
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5
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4
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9
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4
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Income
tax (provision) (2)
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(9 | ) | (6 | ) | (7 | ) | (24 | ) | (14 | ) | ||||||||||
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Noncontrolling
interests in net (income) loss
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(39 | ) | (48 | ) |
17
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(116 | ) |
17
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Net
income (loss)
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$ | (225 | ) | $ | (52 | ) | $ |
88
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$ | (162 | ) | $ |
344
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Earnings
(loss) per share:
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Basic
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$ | (0.29 | ) | (0.07 | ) | $ |
0.12
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$ | (0.21 | ) | $ |
0.51
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Diluted
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(0.29 | ) | (0.07 | ) |
0.12
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(0.21 | ) |
0.49
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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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769.9
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768.7
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708.6
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768.5
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673.4
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Diluted
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769.9
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768.7
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720.1
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768.5
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713.8
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CONSOLIDATED
FINANCIAL SUMMARY, Continued
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As
of
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||||||||||||
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May
31,
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Mar.
1,
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Aug.
31,
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||||||||||
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2007
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2007
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2006
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Cash
and short-term investments
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$ |
2,920
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$ |
2,193
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$ |
3,079
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Receivables
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839
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943
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956
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Inventories
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1,449
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1,293
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963
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Total
current assets
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5,287
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4,528
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5,101
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Property,
plant and equipment, net
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7,866
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7,593
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5,888
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Goodwill
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514
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522
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502
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Total
assets
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14,417
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13,376
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12,221
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Accounts
payable and accrued expenses
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1,245
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1,376
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1,319
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Current
portion of long-term debt
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411
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183
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166
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Total
current liabilities
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1,857
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1,777
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1,661
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Long-term
debt (3)
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1,913
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639
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405
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Noncontrolling
interests in subsidiaries (4)
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2,327
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2,283
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1,568
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Total
shareholders’ equity
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7,887
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8,249
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8,114
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Nine
Months Ended
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||||||||
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May
31,
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Jun.
1,
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|||||||
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2007
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2006
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Net
cash provided by operating activities
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$ |
793
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$ |
1,689
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Net
cash used for investing activities
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(1,513 | ) | (1,013 | ) | ||||
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Net
cash provided by financing activities
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1,956
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268
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Depreciation
and amortization
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1,244
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936
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Expenditures
for property, plant and equipment
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(2,851 | ) | (790 | ) | ||||
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Capital
contributions from joint venture partners
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974
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548
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Payments
on equipment purchase contracts
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(393 | ) | (151 | ) | ||||
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Noncash
equipment acquisitions on contracts payable and capital
leases
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802
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225
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(1)
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Other
operating income for the third quarter of fiscal 2007 includes
$15 million
from gains on disposals of semiconductor equipment and $7 million
in
grants received in connection with the Company’s operations in
China. Other operating income for the first nine months of
fiscal 2007 includes $25 million from gains on disposals of semiconductor
equipment and a gain of $30 million from the sale of certain intellectual
property to Toshiba Corporation. Other operating income for the
first nine months of fiscal 2006 includes $230 million of net proceeds
from Intel Corporation for the sale of the Company’s existing NAND Flash
memory designs and certain related technology and the Company’s
acquisition of a perpetual, paid-up license to use and modify such
designs.
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(2)
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Income
taxes for 2007 and 2006 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. The provision for taxes on U.S. operations in
2007 and 2006 was substantially offset by reductions in the valuation
allowance. As of May 31, 2007, the Company had
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aggregate
U.S. tax net operating loss carryforwards of $1.9 billion and unused U.S.
tax
credit carryforwards of $199 million. The Company also has unused
state tax net operating loss carryforwards of $1.5 billion and unused state
tax
credits of $170 million. Substantially all of the net operating loss
carryforwards expire in 2022 to 2025 and substantially all of the tax credit
carryforwards expire in 2013 to 2026.
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(3)
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In
the third and second quarters of fiscal 2007, the Company received
$49
million and $309 million, respectively, in proceeds from equipment
financing arrangements payable in periodic installments over the
next five
years.
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In
May
2007, the Company issued $1.3 billion of 1.875% Convertible Senior Notes
due
June 1, 2014 (the “Notes”). The issuance costs associated with the
Notes totaled $26 million. Holders of the Notes may convert all or
some of their Notes at any time prior to maturity, unless previously redeemed
or
repurchased, into the Company’s common stock at a conversion rate of 70.2679
shares for each $1,000 principal amount of Notes. This conversion
rate is equivalent to a conversion price of approximately $14.23 per
share. The Company may redeem the notes at any time after June 6,
2011, at par if the trading price of the Company’s common stock is at least 130%
of the conversion price for a specified period of time.
Concurrent
with the issuance of the Notes, the Company purchased capped call options
with
various cap prices covering an aggregate of 91.3 million shares of the Company’s
common stock. The capped call options have a lower strike price of
$14.23, higher strike prices ranging from $17.25 to $23.00, may be settled
at
the Company’s option either in cash or net shares and expire on various dates
between November 2011 and December 2012. The Capped Call Options have
the potential of limiting the dilution associated with the conversion of
the
Notes from 91.3 million shares to as few as 65.4 million shares. The
Capped Call Option transactions, including fees and costs of $151 million,
are
accounted for as capital transactions.
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(4)
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In
the third quarter of fiscal 2007, the Company acquired all of the
shares
of TECH Semiconductor Singapore Pte. Ltd. (“TECH”) common stock held by
the Singapore Economic Development Board for approximately $290
million
payable over nine months. As a result of the acquisition, the
Company’s ownership interest in TECH increased from 43% to
73%.
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