Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - MICRON TECHNOLOGY INC | exhibit_99-3.htm |
| EX-23.1 - EXHIBIT 23.1 - MICRON TECHNOLOGY INC | exhibit_23-1.htm |
| EX-99.2 - EXHIBIT 99.2 - MICRON TECHNOLOGY INC | exhibit_99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - MICRON TECHNOLOGY INC | exhibit_99-1.htm |
| EX-99.5 - EXHIBIT 99.5 - MICRON TECHNOLOGY INC | exhibit_99-5.htm |
| EX-99.4 - EXHIBIT 99.4 - MICRON TECHNOLOGY INC | exhibit_99-4.htm |
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
March
4, 2010
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))
Item
8.01. Other Events.
This
Current Report on Form 8-K is being filed by Micron Technology, Inc. (the
"Company") to retrospectively adjust portions of the Company's Annual Report on
Form 10-K for the fiscal year ended September 3, 2009 (the "2009 Form 10-K")
reflecting changes to the Company's accounting for noncontrolling interests,
certain convertible debt and its presentation of its reportable segments as
described below.
Effective
at the beginning of fiscal 2010, the Company adopted new accounting standards
for noncontrolling interests and certain convertible debt instruments, which
require retrospective application. The impact of these new standards
is summarized below.
Noncontrolling interests in
subsidiaries: Under the new standard, noncontrolling interests
in subsidiaries is (1) reported as a separate component of equity in the
consolidated balance sheets and (2) included in net income in the
statement of operations.
Convertible debt
instruments: The new standard applies to convertible debt
instruments that may be fully or partially settled in cash upon conversion and
is applicable to the Company’s 1.875% convertible senior notes with an aggregate
principal amount of $1.3 billion issued in May 2007 (the “Convertible
Notes”). The standard requires the liability and equity components of
the Convertible Notes to be stated separately. The liability
component recognized at the issuance of the Convertible Notes equals the
estimated fair value of a similar liability without a conversion option and the
remainder of the proceeds received at issuance was allocated to
equity. In connection therewith, at the May 2007 issuance of the
Convertible Notes there was a $402 million decrease in debt, a $394 million
increase in additional capital, and an $8 million decrease in deferred debt
issuance costs (included in other noncurrent assets). The fair value
of the liability was determined using an interest rate for similar
nonconvertible debt issued as of the original May 2007 issuance date by entities
with credit ratings comparable to the Company’s credit rating at the time of
issuance. In subsequent periods, the liability component recognized
at issuance is increased to the principal amount of the Convertible Notes
through the amortization of interest costs. Through fiscal 2009, $107
million of interest was amortized.
In
addition, in the first quarter of fiscal 2010, the Company’s Imaging segment no
longer met the quantitative thresholds of a reportable segment and management
does not expect that Imaging will meet the quantitative thresholds in future
years. As a result, Imaging is no longer considered a reportable
segment and is included in the Company’s All Other nonreportable
segments.
The
impact of the adoption of these new accounting standards and the changed
presentation of the Company’s reportable segments is reflected in the following
sections of the 2009 Form 10-K, which are included as Exhibits 99.1, 99.2 99.3,
99.4 and 99.5 (collectively, the “Exhibits”) to this Current Report on Form
8-K:
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•
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Part
I, Item 1. Business (Exhibit
99.1);
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•
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Part
II, Item 6. Selected Financial Data (Exhibit
99.2);
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•
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Part
II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Exhibit
99.3);
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•
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Part
II, Item 7A. Quantitative and Qualitative Disclosures about
Market Risk (Exhibit 99.4); and
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•
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Part
II, Item 8. Financial Statements and Supplementary Data
(Exhibit 99.5).
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Accordingly,
the Company has revised the presentation of its noncontrolling interests,
certain convertible debt and the presentation of its reportable segments to
reflect these changes and has recast all comparative prior period information on
this basis. The Company is filing this Current Report on Form 8-K to
reflect the impact of the adoption of these new accounting standards and the
revised presentation of its reportable segments. This will permit the
Company to incorporate these financial statements by reference in future SEC
filings. This Form 8-K contains only the sections and exhibits to the
2009 Form 10-K that are being revised. The sections of and exhibits
to the 2009 Form 10-K as originally filed, which are not included herein, are
unchanged and continue in full force and
effect as
originally filed. All information in this filing is as of September
3, 2009 and does not reflect events occurring after the date of the 2009 Form
10-K, other than the recasting of certain amounts as described in the Summary of
Significant Accounting Policies note and disclosures affected by the adoption
the new accounting standards and the presentation of its reportable segments
subsequent to the date of the 2009 Form 10-K.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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23.1
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Consent
of PricewaterhouseCoopers LLP
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99.1
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Part
I, Item 1. Business
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99.2
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Part
I, Item 6. Selected Financial Data
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99.3
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Part
II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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99.4
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Part
II, Item 7A. Quantitative and Qualitative Disclosures about
Market Risk
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99.5
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Part
II, Item 8. Financial Statements and Supplementary
Data
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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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March
4, 2010
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By:
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/s/
Brian Shirley
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Name:
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Brian
Shirley
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Title:
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Vice
President Memory
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INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED MARCH 4, 2010
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Exhibit No.
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Description
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23.1
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Consent
of PricewaterhouseCoopers LLP
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99.1
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Part
I, Item 1. Business
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99.2
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Part
I, Item 6. Selected Financial Data
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99.3
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Part
II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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99.4
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Part
II, Item 7A. Quantitative and Qualitative Disclosures about
Market Risk
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99.5
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Part
II, Item 8. Financial Statements and Supplementary
Data
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