FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT to SECTION 13 OR 15(D) of the SECURITIES EXCHANGE ACT of 1934
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10658 Micron Technology, Inc. (Exact name of registrant as specified in its charter) Delaware 75-1618004 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 8000 S. Federal Way, Boise, Idaho 83716-9632 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (208) 368-4000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x The number of outstanding shares of the registrant’s common stock as of July 3, 2007 was 756,870,527. PART I. FINANCIAL INFORMATION Item 1. Financial Statements MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions except per share amounts) (Unaudited) Quarter ended Nine months ended May 31, June 1, May 31, June 1, 2007 2006 2007 2006 Net sales $ 1,294 $ 1,312 $ 4,251 $ 3,899 Cost of goods sold 1,188 983 3,346 3,023 Gross margin 106 329 905 876 Selling, general and administrative 134 113 467 316 Research and development 195 168 621 493 Other operating (income) expense, net (28) 1 (64) (230) Operating income (loss) (195) 47 (119) 297 Interest income 29 31 105 62 Interest expense (12) (4) (17) (22) Other non-operating income (expense), net 1 4 9 4 Income before taxes and noncontrolling interests (177) 78 (22) 341 Income tax (provision) (9) (7) (24) (14) Noncontrolling interests in net (income) loss (39) 17 (116) 17 Net income (loss) $ (225) $ 88 $ (162) $ 344 Earnings (loss) per share: Basic $ (0.29) $ 0.12 $ (0.21) $ 0.51 Diluted (0.29) 0.12 (0.21) 0.49 Number of shares used in per share calculations: Basic 769.9 708.6 768.5 673.4 Diluted 769.9 720.1 768.5 713.8 See accompanying notes to consolidated financial statements. 1 MICRON TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEETS (Amounts in millions except par value and share amounts) (Unaudited) May 31, August 31, As of 2007 2006 Assets Cash and equivalents $ 2,667 $ 1,431 Short-term investments 253 1,648 Receivables 839 956 Inventories 1,449 963 Prepaid expenses 61 77 Deferred income taxes 18 26 Total current assets 5,287 5,101 Intangible assets, net 412 388 Property, plant and equipment, net 7,866 5,888 Deferred income taxes 57 49 Goodwill 514 502 Other assets 281 293 Total assets $ 14,417 $ 12,221 Liabilities and shareholders’ equity Accounts payable and accrued expenses $ 1,245 $ 1,319 Deferred income 75 53 Equipment purchase contracts 126 123 Current portion of long-term debt 411 166 Total current liabilities 1,857 1,661 Long-term debt 1,913 405 Deferred income taxes 25 28 Other liabilities 408 445 Total liabilities 4,203 2,539 Commitments and contingencies Noncontrolling interests in subsidiaries 2,327 1,568 Common stock, $0.10 par value, authorized 3 billion shares, issued and outstanding 756.5 million and 749.4 million shares 76 75 Additional capital 6,491 6,555 Retained earnings 1,323 1,486 Accumulated other comprehensive (loss) (3) (2) Total shareholders’ equity 7,887 8,114 Total liabilities and shareholders’ equity $ 14,417 $ 12,221 See accompanying notes to consolidated financial statements. 2 MICRON TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in millions) (Unaudited) May 31, June 1, Nine months ended 2007 2006 Cash flows from operating activities Net income (loss) $ (162) $ 344 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,244 936 Stock-based compensation 30 18 Loss (gain) from write-down or disposition of equipment (25) 5 Change in operating assets and liabilities: (Increase) decrease in receivables 158 (34) (Increase) decrease in inventories (487) 76 Increase (decrease) in accounts payable and accrued expenses (56) 80 Increase in customer prepayments -- 251 Deferred income taxes (2) (17) Other 93 30 Net cash provided by operating activities 793 1,689 Cash flows from investing activities Expenditures for property, plant and equipment (2,851) (790) Purchases of available-for-sale securities (1,227) (2,091) Acquisition of noncontrolling interest in TECH (73) -- Proceeds from maturities of available-for-sale securities 2,088 1,477 Proceeds from sales of available-for-sale securities 531 31 Proceeds from sales of property, plant and equipment 49 32 Decrease in restricted cash 14 35 Consolidation of TECH -- 319 Other (44) (26) Net cash used for investing activities (1,513) (1,013) Cash flows from financing activities Proceeds from issuance of debt 1,300 -- Capital contribution from noncontrolling interest in IMFT 966 500 Proceeds from equipment sale-leaseback transactions 358 -- Proceeds from issuance of common stock 55 83 Proceeds from sale of noncontrolling interest in MP Mask -- 48 Payments on equipment purchase contracts (393) (151) Repayments of debt (159) (384) Cash received (paid) for capped call transactions (151) 171 Debt issuance costs (27) -- Other 7 1 Net cash provided by financing activities 1,956 268 Net increase in cash and equivalents 1,236 944 Cash and equivalents at beginning of period 1,431 524 Cash and equivalents at end of period $ 2,667 $ 1,468 Supplemental disclosures Income taxes paid, net $ (33) $ (39) Interest paid, net of amounts capitalized (13) (28) Noncash investing and financing activities: Conversion of notes to stock, net of unamortized issuance costs -- 623 Equipment acquisitions on contracts payable and capital leases 802 225 See accompanying notes to consolidated financial statements. 3 MICRON TECHNOLOGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (All tabular dollar amounts in millions except per share amounts) (Unaudited) Significant Accounting Policies Basis of presentation: Micron Technology, Inc. and its subsidiaries (hereinafter referred to collectively as the “Company”) manufacture and market DRAM, NAND Flash memory, CMOS image sensors and other semiconductor components. The Company has two segments, Memory and Imaging. The Memory segment’s primary products are DRAM and NAND Flash and the Imaging segment’s primary product is CMOS image sensors. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. and include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company and its consolidated results of operations and cash flows. The Company’s fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. The Company’s third quarter of fiscal 2007 and 2006 ended on May 31, 2007, and June 1, 2006, respectively. The Company’s fiscal 2006 ended on August 31, 2006. All period references are to the Company’s fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2006. Recently issued accounting standards: In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115.” Under SFAS No. 159, the Company may elect to measure many financial instruments and certain other items at fair value on an instrument by instrument basis subject to certain restrictions. The Company may adopt SFAS No. 159 at the beginning of 2008. The impact of the adoption of SFAS No. 159 will be dependent on the extent to which the Company elects to measure eligible items at fair value. In September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The Company is required to adopt SAB No. 108 by the end of 2007 and does not expect the adoption to have a material impact on the Company’s financial position or results of operations. In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R).” Under SFAS No. 158, the Company is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of 2007. The Company does not expect the adoption of SFAS No. 158 to have a material impact on its financial position or results of operations. In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No.