Crucial 2015 Annual Report Download - page 54

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Micron Memory Japan, Inc.
On July 31, 2013, we acquired Elpida, now known as MMJ, and a controlling interest in Rexchip, now known as MMT, for
an aggregate of $949 million in cash (collectively, "the MMJ Acquisition"). The MMJ Acquisition included (1) the acquisition
of MMJ, including its 65% interest in MMT and (2) the acquisition of an additional 24% interest in MMT from Powerchip
Technology Corporation (the "MMT Share Purchase"). The MMJ Acquisition was treated as a single business combination
because: (1) the two transactions were entered into and closed contemporaneously, and (2) the MMT Share Purchase was
negotiated in contemplation of the acquisition of MMJ and its completion was contingent on the closing of the acquisition of
MMJ.
In 2014, we purchased additional interests in MMT, increasing our ownership interest to 99.5%. (See "Equity –
Noncontrolling Interest in Subsidiaries – MMT" note.)
The MMJ Acquisition included a 300mm DRAM wafer fabrication facility located in Hiroshima, Japan, a 300mm DRAM
wafer fabrication facility located in Taichung City, Taiwan, and an assembly and test facility located in Akita, Japan. The
operations from the MMJ Acquisition, which are included primarily in our MBU and CNBU segments, include the manufacture
of mobile DRAM targeted to mobile phones and tablets and computing DRAM targeted to desktop PCs, servers, notebooks,
and workstations.
We estimated the provisional fair values of the assets and liabilities of the MMJ 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 and we
recognized a gain in 2013 of $1.48 billion. In the second quarter of 2014, the provisional amounts recorded in connection with
the MMJ Acquisition were adjusted, primarily for pre-petition liabilities, and we recognized a charge in 2014 for these
measurement period adjustments. The valuation of assets acquired and liabilities assumed were 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 (409)
Current portion of long-term debt (673)
Long-term debt (1,461)
Other noncurrent liabilities (75)
Total net assets acquired 2,601
Noncontrolling interest in MMJ 168
Consideration 949
Preliminary gain on acquisition recognized in 2013 1,484
Adjustment for preliminary pre-petition liabilities (33)
Final gain on acquisition $ 1,451
Our results of operations for 2013 included $355 million of net sales and $46 million of operating income from the MMJ
Group's operations after the July 31, 2013 acquisition date. Selling, general, and administrative expenses in our results of
operations for 2013 included transaction costs of $50 million incurred in connection with the MMJ Acquisition.