Crucial 2015 Annual Report Download - page 55

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The acquisition of MMJ was pursuant to the terms and conditions of an Agreement on Support for Reorganization
Companies (as amended, the "Sponsor Agreement") that we entered into in July 2012 with the trustees of the MMJ Companies
pursuant to and in connection with the MMJ Companies' corporate reorganization proceedings under the Corporate
Reorganization Act of Japan. As a result of the Japan Proceedings, for so long as such proceedings are continuing, the MMJ
Companies are subject to certain restrictions on dividends, loans, and advances. The plans of reorganization of the MMJ
Companies prohibit the MMJ Companies from paying dividends, including any cash dividends, to us and require that excess
earnings be used in their businesses or to fund the MMJ Companies' installment payments. These prohibitions would also
effectively prevent the subsidiaries of the MMJ Companies from paying cash dividends to us as any such dividends would have
to be first paid to the MMJ 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 MMJ 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 MMJ Companies may be considered outside the ordinary course of business and may require consent of
MMJ's trustees or, in certain cases, approval by the Japan Court. As a result, the assets of the MMJ Companies, while available
to satisfy the MMJ Companies' installment payments and other obligations, capital expenditures, and other operating needs of
the MMJ Companies, are not available for use by us in our other operations. Certain uses of the assets of the MMJ Companies,
including investments in certain capital expenditures and in MMT, may require consent of MMJ's trustees or, in certain cases,
approval by the Japan Court. Disposition of certain assets of the MMJ Companies may also require consent of one or more of
the secured creditors.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations as if the MMJ
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 MMJ Group
for the eleven months ended May 31, 2013 included a gain of $1.69 billion for the forgiveness of debt related to liabilities
subject to compromise upon approval of the plans of reorganization by the creditors and the Japan Court. No adjustments were
made to the unaudited pro forma financial information for this item, consistent with the requirements for preparation of 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 MMJ Acquisition occurred on September 2, 2011.
For the year ended 2013
Net sales $ 12,494
Net income 3,825
Net income attributable to Micron 3,770
Earnings per share:
Basic $ 3.69
Diluted 3.57
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 MMJ Group following the closing of the MMJ Acquisition, and the results of the MMJ
Group, including the adjustments described above, for the eleven months ended May 31, 2013.