Crucial 2013 Annual Report Download - page 65

Download and view the complete annual report

Please find page 65 of the 2013 Crucial annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 130

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130

64
As a result of the Japan Proceedings, for so long as such proceedings are continuing, the Elpida Companies and their
subsidiaries are subject to certain restrictions on dividends, loans and advances. The plans of reorganization of the Elpida
Companies prohibit the Elpida Companies from paying dividends, including any cash dividends, to us and require that excess
earnings be used in their businesses or to fund the Elpida Companies' installment payments. These prohibitions would also
effectively prevent the subsidiaries of the Elpida Companies from paying cash dividends to us as any such dividends would
have to be first paid to the Elpida Companies which are prohibited from repaying those amounts to us as dividends under the
plans of reorganization. In addition, pursuant to an order of the Japan Court, the Elpida Companies cannot make loans or
advances, other than certain ordinary course advances, to us without the consent of the Japan Court. Moreover, loans or
advances by subsidiaries of the Elpida Companies may be considered outside of the ordinary course of business and subject to
approval of the legal trustees and Japan Court. As a result, the assets of the Elpida Companies and their subsidiaries, while
available to satisfy the Elpida Companies' installment payments and the other obligations, capital expenditures and other
operating needs of the Elpida Companies and their subsidiaries, are not available for use by us in our other operations.
Moreover, certain uses of the assets of the Elpida Companies, including investments in certain capital expenditures and in
Rexchip, may require consent of Elpida's trustees and/or the Japan Court.
Total net assets, less noncontrolling interests, of the Elpida Companies and their subsidiaries as of August 29, 2013 were
$2,460 million. As of August 29, 2013, the Elpida Companies held cash and equivalents of $1,094 million and $556 million of
current restricted cash, none of which were available for cash dividends, loans or advances as a result of the above-described
restrictions. The restricted cash was held in accounts that are controlled by the trustees and are legally restricted for payment of
secured and unsecured creditors of the Elpida Companies pursuant to the plans of reorganization.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations as if the Elpida
Acquisition had occurred on September 2, 2011. The pro forma financial information includes the accounting effects of the
business combination, including adjustments to the amortization of intangible assets, depreciation of property, plant and
equipment, interest expense and elimination of intercompany activities. The historical results of operations of the Elpida Group
for the eleven months ended May 31, 2013 included a gain of $1,692 million for the forgiveness of debt related to liabilities
subject to compromise upon approval of the bankruptcy by the creditors of the Tokyo District Court and for the year ended June
30, 2012 included a $2,828 million loss for impairment of long-lived assets. No adjustment was made to the unaudited pro
forma financial information for these items, consistent with the requirements for preparation for the pro forma financial
information. The unaudited pro forma financial information below is not necessarily indicative of either future results of
operations or results that might have been achieved had the Elpida Acquisition occurred on September 2, 2011.
2013 2012
Net sales $ 12,494 $ 11,492
Net income (loss) 3,725 (4,422)
Net income (loss) attributable to Micron 3,670 (4,454)
Earnings (loss) per share:
Basic $ 3.59 $ (4.49)
Diluted 3.47 (4.49)
The unaudited pro forma financial information for 2013 includes our results for the year ended August 29, 2013, which
includes one month of results from the Elpida Group following the closing of the Elpida Acquisition, and the results of the
Elpida Group, including the adjustments described above, for the eleven months ended May 31, 2013. The pro forma
information for 2012 includes our results for the year ended August 30, 2012 and the results of the Elpida Group, including the
adjustments described above, for the year ended June 30, 2012.