Crucial 2012 Annual Report Download - page 56

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Numonyx
On May 7, 2010, we acquired Numonyx, which manufactured and sold primarily NOR Flash and NAND Flash memory
products. We acquired Numonyx to further strengthen our portfolio of memory products, increase manufacturing and revenue
scale, access Numonyx's customer base and provide opportunities to increase multi-chip offerings in the embedded and mobile
markets. The total fair value of the consideration paid for Numonyx was $1,112 million and consisted of 137.7 million shares
of our common stock issued to the Numonyx shareholders and 4.8 million restricted stock units issued to employees of
Numonyx.
We determined the fair value of the assets and liabilities of Numonyx as of May 7, 2010 using an in-exchange model.
Because the fair value of the net assets acquired of $1,549 million exceeded the purchase price, we recognized a gain on the
acquisition of $437 million in the third quarter of 2010. We believe the gain realized in acquisition accounting was the result of
a number of factors, including the following: significant losses recognized by Numonyx during the recent downturn in the
semiconductor memory industry; substantial volatility in Numonyx's primary markets; market perceptions that future
opportunities for Numonyx products in certain markets were limited; the liquidity afforded to the sellers as a result of the
limited opportunities to realize the value of their investment in Numonyx; and potential gains to the sellers through their
investment in our equity from synergies we realize with Numonyx. In addition, we recognized a $51 million income tax
benefit in connection with the acquisition. The results of operations for 2010 include $635 million of net sales and $14 million
of operating losses from the Numonyx operations after the May 7, 2010 acquisition date.
The following unaudited pro forma financial information presents the combined results of operations as if Numonyx had
been combined with us as of the beginning of 2009. 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 unaudited pro forma financial information below
is not necessarily indicative of either future results of operations or results that might have been achieved had Numonyx been
combined with us as of the beginning of 2009.
For the year ended 2010
Net sales $ 9,895
Net income 1,923
Net income attributable to Micron 1,873
Earnings per share:
Basic $ 1.90
Diluted 1.72
The unaudited pro forma financial information included the results for the year ended September 2, 2010 and the results of
Numonyx, including the adjustments described above, for the approximate fiscal year ended September 2, 2010.