Crucial 2011 Annual Report Download - page 80

We and our subsidiaries file income tax returns with the United States federal government, various U.S. states and various foreign
jurisdictions throughout the world. Our U.S. federal and state tax returns remain open to examination for 2006 through 2011. In addition, tax
years open to examination in multiple foreign taxing jurisdictions range from 2004 to 2011. We are currently under examination in various taxing
jurisdictions in which we conduct business operations. We believe that adequate amounts of taxes and related interest and penalties have been
provided for, and any adjustments as a result of the examinations are not expected to adversely impact our financial condition.
Earnings Per Share
On May 7, 2010, in connection with the acquisition of Numonyx, we issued 137.7 million shares of our common stock and issued 4.8 million
restricted stock units. Of the common stock issued, 21 million shares were held in escrow as partial security for Numonyx shareholders indemnity
obligations. During 2011, the Numonyx shareholders sold all of the 21 million shares in escrow. The shares held in escrow were included in
diluted earnings per share but were excluded from basic earnings per share. (See "Numonyx" note.)
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:
O ur 2027 Notes and 2031 Notes contain terms that on conversion require us to settle the aggregate principal amount of the notes in cash and
the remainder of our conversion obligation amount in either shares of our common stock or cash, at our election. As a result of these terms, the
88.7 million underlying shares for these convertible notes as of September 1, 2011 are considered in diluted earnings per share under the treasury
stock method. (See "Debt" note.)
Consolidated Variable Interest Entities
NAND Flash Joint Ventures with Intel ("IM Flash")
We have two joint ventures with Intel: IMFT, formed in 2006 and IMFS, formed in 2007, to manufacture NAND Flash memory products for
the exclusive benefit of the partners. IMFT and IMFS are each governed by a Board of Managers, the number of which adjusts depending on the
parties' respective ownership interests. We and Intel initially appointed an equal number of managers to each of the boards. These joint venture
arrangements extend through 2016 but are subject to prior termination under certain terms and conditions. IMFT and IMFS are aggregated as IM
Flash in the following disclosure due to
77
2011 2010 2009
Net income (loss) available to Micron shareholders – Basic
$
167
$
1,850
$
(1,882
)
Net effect of assumed conversion of debt
—
93
—
Net income (loss) available to Micron shareholders – Diluted
$
167
$
1,943
$
(1,882
)
Weighted-average common shares outstanding – Basic
988.0
887.5
800.7
Net effect of dilutive equity awards, escrow shares and assumed conversion of debt
19.5
163.2
—
Weighted-average common shares outstanding – Diluted
1,007.5
1,050.7
800.7
Earnings (loss) per share:
Basic
$
0.17
$
2.09
$
(2.35
)
Diluted
0.17
1.85
(2.35
)
2011 2010 2009
Employee stock plans
81.4
92.2
126.0
Convertible notes
182.7
—
142.8