Crucial 2013 Annual Report Download - page 64

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63
We estimated the provisional fair value of the assets and liabilities of Elpida and it's subsidiaries (the "Elpida Group") as of
the July 31, 2013 acquisition date using an in-use model, which reflects its value through its use in combination with other
assets as a group. These provisional amounts could change as additional information becomes available.
The consideration and provisional valuation of assets acquired and liabilities assumed are as follows:
Assets acquired and liabilities assumed:
Cash and equivalents $ 999
Receivables 697
Inventories 962
Restricted cash 557
Other current assets 142
Property, plant and equipment 935
Equity method investment 40
Intangible assets 10
Deferred tax assets 811
Other noncurrent assets 66
Accounts payable and accrued expenses (387)
Equipment purchase contracts (22)
Current portion of long-term debt (673)
Long-term debt (1,461)
Other noncurrent liabilities (75)
Total net assets acquired 2,601
Noncontrolling interests in Elpida: 168
Consideration 949
Gain on acquisition $ 1,484
Because the fair value of the net assets acquired less noncontrolling interests exceeded the purchase price, we recognized a
gain on the acquisition of $1,484 million. The yen-denominated purchase price was fixed on July 2, 2012 when we entered into
the Sponsor Agreement. We believe the fair value exceeded the purchase price because of increases in working capital from
improvements in market conditions in the DRAM industry between July 2, 2012 and July 31, 2013, when we completed the
acquisition. These conditions resulted in significant increases in U.S. dollar equivalent net assets of Elpida.
The fair value of the noncontrolling interest in the table above primarily relates to Rexchip and was derived based on the
purchase price we paid the Powerchip Group for their 24% ownership interest.
Our results of operations for 2013 include $355 million of net sales and $46 million of operating income (losses) from the
Elpida operations after the July 31, 2013 acquisition date. Included in the selling, general and administrative expenses in the
results of operations for 2013 are transaction costs of $50 million incurred in connection with this acquisition.