Crucial 2013 Annual Report Download - page 100

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Earnings Per Share
For the year ended 2013 2012 2011
Net income (loss) available to Micron shareholders – Basic and Diluted $ 1,190 $ (1,032) $ 167
Weighted-average common shares outstanding – Basic 1,021.7 991.2 988.0
Net effect of dilutive equity awards, convertible notes and escrow shares 34.6 — 19.5
Weighted-average common shares outstanding – Diluted 1,056.3 991.2 1,007.5
Earnings (loss) per share:
Basic $ 1.16 $ (1.04) $ 0.17
Diluted 1.13 (1.04) 0.17
Listed below are the potential common shares, as of the end of the periods shown, that could dilute basic earnings per
share in the future that were not included in the computation of diluted earnings per share because to do so would have been
antidilutive:
For the year ended 2013 2012 2011
Employee stock plans 39.9 104.8 81.4
Convertible notes 186.0 257.6 182.7
Our 2027 Notes, 2031 Notes and 2033 Notes contain terms that upon conversion require us to settle the aggregate principal
amount in cash and the remainder of our conversion obligation amount in either shares of our common stock or cash, at our
election. Our 2014 Notes and 2032 Notes contain terms that upon conversion provide us the option to pay cash, issue shares of
common stock or any combination thereof for the aggregate amount due. It is our current intent to settle the principal amount
of the 2014 Notes and 2032 Notes in cash upon conversion. As a result of these conversion terms, the 279.8 million shares
underlying the 2014 Notes, 2027 Notes, 2031 Notes, 2032 Notes and 2033 Notes are considered in diluted earnings per share
under the treasury stock method. (See "Debt" note.)
Consolidated Variable Interest Entities
IM Flash
We partnered with Intel to form IMFT in 2006 and IMFS in 2007 to manufacture NAND Flash memory products for the
exclusive use of the members. IMFT (and IMFS prior to April 6, 2012) is governed by a Board of Managers. The number of
managers appointed by each member to the board varies based on the members' respective ownership interests. The members'
ownership percentage is based on contributions to the partnership. We have owned 51% of IMFT from inception through
August 29, 2013. Our ownership percentage of IMFS had increased from 51% at inception to 82% as of April 6, 2012 due to a
series of contributions by us that were not fully matched by Intel.
On April 6, 2012, we entered into a series of agreements with Intel to restructure IM Flash. We acquired Intel's remaining
18% interest in IMFS for $466 million. In addition, we acquired IMFT's assets located at our Virginia wafer fabrication
facility, for which Intel received a distribution from IMFT of $139 million. For both transactions, the amounts Intel received
approximated the book values of Intel's interests in the assets acquired. Additionally, we received a $300 million deposit from
Intel which may be applied either to Intel's purchases of NAND Flash under a supply agreement or, under certain
circumstances, refunded. As of August 29, 2013, $134 million of the deposit remained to be applied or refunded.
The agreements also provided for the following:
• expansion of the scope of the IMFT joint venture to include certain emerging memory technologies;
• supply of NAND Flash memory products and certain emerging memory products to Intel on a cost-plus basis and
termination of IMFS's supply agreement with us and Intel;
• extension of IMFT's joint venture agreement through 2024;