<PAGE>
FORM 10-Q
_____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 1, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
_____________________
Commission File Number: 1-10658
Micron Technology, Inc.
State or other jurisdiction of incorporation or organization: Delaware
_____________________
Internal Revenue Service - Employer Identification No. 75-1618004
8000 S. Federal Way, Boise, Idaho 83716-9632
(208) 368-4000
_____________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
The number of outstanding shares of the registrant's Common Stock as of
July 6, 2000 was 563,484,125 shares of Common Stock and 1,213,364.5 shares of
Class A Common Stock.
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
MICRON TECHNOLOGY, INC.
Consolidated Balance Sheets
(Dollars in millions, except for par value)
<TABLE>
<CAPTION>
June 1, September 2,
As of 2000 1999
--------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and equivalents $ 383.2 $ 294.6
Liquid investments 1,464.5 1,318.9
Receivables 1,143.9 692.6
Inventories 641.7 365.7
Prepaid expenses 25.3 38.3
Deferred income taxes 98.8 119.9
---------- ----------
Total current assets 3,757.4 2,830.0
Product and process technology, net 214.7 212.6
Property, plant and equipment, net 4,055.6 3,799.6
Other assets 183.1 123.0
---------- ----------
Total assets $ 8,210.8 $ 6,965.2
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 897.6 $ 705.4
Deferred income 74.9 23.4
Equipment purchase contracts 35.0 81.5
Current portion of long-term debt 44.2 111.7
---------- ----------
Total current liabilities 1,051.7 922.0
Long-term debt 941.9 1,527.5
Deferred income taxes 345.0 309.1
Other liabilities 77.6 74.2
---------- ----------
Total liabilities 2,416.2 2,832.8
---------- ----------
Commitments and contingencies
Minority interests 189.9 168.3
Common Stock, $0.10 par value, authorized
1.0 billion shares, issued and outstanding
541.5 million and 504.4 million shares,
respectively 54.1 50.4
Class A Common Stock, $0.10 par value,
authorized 32.0 million shares,
issued and outstanding 11.6 million shares 1.2 1.6
Additional capital 2,721.5 1,868.8
Retained earnings 2,823.0 2,045.4
Accumulated other comprehensive income (loss) 4.9 (2.1)
---------- ----------
Total shareholders' equity 5,604.7 3,964.1
---------- ----------
Total liabilities and shareholders'
equity $ 8,210.8 $ 6,965.2
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
MICRON TECHNOLOGY, INC.
Consolidated Statements of Operations
(Dollars in millions, except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
June 1, June 3,
For the quarter ended 2000 1999
--------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 1,789.2 $ 863.8
---------- ----------
Costs and expenses:
Cost of goods sold 1,096.5 674.8
Selling, general and administrative 174.9 124.1
Research and development 100.6 81.6
Other operating expense, net 8.1 11.1
---------- ----------
Total costs and expenses 1,380.1 891.6
---------- ----------
Operating income (loss) 409.1 (27.8)
Interest income 30.5 22.1
Interest expense (21.9) (36.5)
Other non-operating income, net 5.5 --
---------- ----------
Income (loss) before income taxes and minority
interests 423.2 (42.2)
Income tax (provision) benefit (149.1) 17.1
Minority interests in net (income) loss 0.8 (2.6)
---------- ----------
Net income (loss) $ 274.9 $ (27.7)
========== ==========
Earnings (loss) per share:
Basic $ 0.50 $ (0.05)
Diluted 0.47 (0.05)
Number of shares used in per share calculations:
Basic 551.0 532.6
Diluted 597.3 532.6
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
MICRON TECHNOLOGY, INC.
Consolidated Statements of Operations
(Dollars in millions, except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
June 1, June 3,
For the nine months ended 2000 1999
--------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 4,766.1 $ 2,683.2
---------- ----------
Costs and expenses:
Cost of goods sold 2,748.6 2,097.6
Selling, general and administrative 485.2 352.7
Research and development 295.8 234.7
Other operating expense, net 41.0 37.3
---------- ----------
Total costs and expenses 3,570.6 2,722.3
---------- ----------
Operating income (loss) 1,195.5 (39.1)
Interest income 80.3 63.1
Interest expense (84.3) (97.1)
Other non-operating income, net 14.8 1.5
---------- ----------
Income (loss) before income taxes and minority
interests 1,206.3 (71.6)
Income tax (provision) benefit (421.7) 28.5
Minority interests in net income (7.1) (8.3)
---------- ----------
Net income (loss) $ 777.5 $ (51.4)
========== ==========
Earnings (loss) per share:
Basic $ 1.45 $ (0.10)
Diluted 1.37 (0.10)
Number of shares used in per share calculations:
Basic 537.7 517.5
Diluted 593.0 517.5
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
MICRON TECHNOLOGY, INC.
Consolidated Statements of Cash Flows
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
June 1, June 3,
For the nine months ended 2000 1999
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 777.5 $ (51.4)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization 726.7 612.9
Additional paid in capital tax effect from stock purchase plans 147.6 36.9
Change in assets and liabilities, net of effects of acquisitions
Decrease (increase) in receivables (395.1) 32.4
Increase in inventories (276.0) (117.7)
Increase in accounts payable and accrued
expenses, net of plant and equipment payables 97.0 41.9
Decrease (increase) in deferred income taxes 45.8 (6.9)
Other 54.0 15.9
---------- ----------
Net cash provided by operating activities 1,177.5 564.0
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of available-for-sale and held-to-maturity securities (2,074.8) (2,368.4)
Proceeds from sales and maturities of securities 1,965.7 1,116.1
Expenditures for property, plant and equipment (759.2) (513.8)
Acquisitions of businesses, net of cash acquired (61.2) --
Other (6.3) 3.6
---------- ----------
Net cash used for investing activities (935.8) (1,762.5)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 202.8 583.7
Payments on equipment purchase contracts (191.6) (218.6)
Repayments of debt (167.7) (93.4)
Cash received in conjunction with acquisition -- 681.1
Proceeds from issuance of debt -- 34.0
Other 3.4 3.5
---------- ----------
Net cash provided by (used for) financing activities (153.1) 990.3
---------- ----------
Net increase (decrease) in cash and equivalents 88.6 (208.2)
Cash and equivalents at beginning of period 294.6 558.8
---------- ----------
Cash and equivalents at end of period $ 383.2 $ 350.6
========== ==========
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amounts capitalized $ (88.3) $ (67.4)
Income taxes refunded (paid), net (175.0) 185.5
Noncash investing and financing activities:
Equipment acquisitions on contracts payable and capital leases 147.0 135.3
Conversion of debt to equity 499.9 --
Cash received in conjunction with acquisition:
Fair value of assets acquired $ -- $ 949.3
Liabilities assumed -- (138.0)
Debt issued -- (836.0)
Stock issued -- (656.4)
---------- ----------
$ -- $ (681.1)
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
MICRON TECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income (Loss)
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
June 1, June 3,
For the quarter ended 2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Net income (loss) $ 274.9 $ (27.7)
Unrealized loss on investments (32.5) (0.1)
---------- ----------
Total comprehensive income (loss) $ 242.4 $ (27.8)
========== ==========
<CAPTION>
June 1, June 3,
For the nine months ended 2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Net income (loss) $ 777.5 $ (51.4)
Unrealized gain (loss) on investments 7.0 (1.4)
---------- ----------
Total comprehensive income (loss) $ 784.5 $ (52.8)
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Notes to Consolidated Financial Statements
(All tabular dollar amounts are stated in millions)
1. Unaudited interim financial statements
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, including the benefit of an
approximate $49 million nonrecurring adjustment in the third quarter of 2000 to
the cost of products purchased under a joint venture supply arrangement as well
as normal recurring adjustments, necessary to present fairly the consolidated
financial position of Micron Technology, Inc., and subsidiaries (the "Company"),
and their consolidated results of operations and cash flows. (See "Notes to
Financial Statements - 8. Joint ventures"). Micron Technology, Inc. and its
wholly-owned subsidiaries are collectively hereinafter referred to as "MTI."
Micron Electronics, Inc., an approximately 61% owned subsidiary of MTI, is
hereinafter referred to as "MEI."
Recently issued accounting standards include Statement of Financial
Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and
Hedging Activities," issued by the FASB in June 1998, Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements," issued
by the Securities and Exchange Commission in December 1999 and Interpretation
("FIN") No.44 "Accounting for Certain Transactions involving Stock
Compensation--an Interpretation of Accounting Principles Board ("APB") Opinion
No.25," issued by the FASB in March 2000.
SFAS No. 133 requires that all derivatives be recorded as either assets or
liabilities in the balance sheet and marked to market on an ongoing basis. SFAS
No. 133 applies to all derivatives including stand-alone instruments, such as
forward currency exchange contracts and interest rate swaps, or embedded
derivatives, such as call options contained in convertible debt investments.
Along with the derivatives, the underlying hedged items are also to be marked to
market on an ongoing basis. These market value adjustments are to be included
either in the statement of operations or as a component of comprehensive income,
depending on the nature of the transaction. Implementation of SFAS No. 133 is
required for the Company by the first quarter of 2001. The implementation of
SFAS 133 is not expected to have a significant impact on the Company's future
results of operations or financial position.
SAB No. 101 summarizes certain staff views in applying generally accepted
accounting principles to revenue recognition in the financial statements.
Adoption is required for the Company by the fourth quarter of 2001. The
implementation of SAB No. 101 is not expected to impact results of the Company's
semiconductor operations and the Company is evaluating the effect SAB No. 101
will have on results of the Company's PC operations.
Fin 44 clarifies the application of APB Opinion No.25. FIN 44 is effective
July 1, 2000 and is not expected to impact the Company's results of operations
or financial position.
These unaudited interim financial statements should be read in conjunction
with the consolidated financial statements and accompanying notes included in
the Company's Form 10-K for the year ended September 2, 1999.
2. Supplemental balance sheet information
<TABLE>
<CAPTION>
June 1, September 2,
As of 2000 1999
-----------------------------------------------------------------------------------------------
Receivables
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Trade receivables $ 907.1 $ 542.4
Income taxes receivable 63.2 100.8
Allowance for returns and discounts (12.5) (38.2)
Allowance for doubtful accounts (11.0) (9.8)
Other receivables 197.1 97.4
-------- -------
$1,143.9 $ 692.6
======== =======
</TABLE>
6
<PAGE>
Notes to Consolidated Financial Statements, continued
Supplemental balance sheet information, continued
<TABLE>
<CAPTION>
June 1, September 2,
As of 2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Inventories
--------------------------------------------------------------------------------------------
Finished goods $ 235.6 $ 136.3
Work in progress 323.0 173.6
Raw materials and supplies 97.3 71.5
Allowance for obsolescence (14.2) (15.7)
--------- ---------
$ 641.7 $ 365.7
========= =========
Product and process technology
--------------------------------------------------------------------------------------------
Product and process technology, at cost $ 358.7 $ 325.2
Less accumulated amortization (144.0) (112.6)
--------- ---------
$ 214.7 $ 212.6
========= =========
Property, plant and equipment
--------------------------------------------------------------------------------------------
Land $ 50.4 $ 42.2
Buildings 1,377.1 1,172.4
Equipment 4,699.8 4,074.4
Construction in progress 607.4 726.0
--------- ---------
6,734.7 6,015.0
Less accumulated depreciation and amortization (2,679.1) (2,215.4)
--------- ---------
$ 4,055.6 $ 3,799.6
========= =========
</TABLE>
As of June 1, 2000, property, plant and equipment included total
unamortized costs of $822.1 million for the Company's semiconductor memory
manufacturing facility in Lehi, Utah, of which $521.5 million has not been
placed in service and is not being depreciated. The Company has limited test
operations in service in Lehi. Timing of the completion of the remainder of the
Lehi facility is dependent upon market conditions, including, but not limited
to, worldwide market supply of and demand for semiconductor memory products and
the Company's operations, cash flows and alternative uses of capital. The
Company continues to evaluate the carrying value of the facility and as of June
1, 2000, determined there was no impairment.
Depreciation expense was $237.6 million and $674.0 million, respectively,
for the third quarter and first nine months of 2000, and $196.9 million and
$569.1 million, respectively, for the third quarter and first nine months of
1999.
<TABLE>
<CAPTION>
June 1, September 2,
Accounts payable and accrued expenses 2000 1999
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Accounts payable $591.6 $453.1
Salaries, wages and benefits 161.7 95.4
Taxes payable other than income 50.2 33.4
Other 94.1 123.5
------ ------
$897.6 $705.4
====== ======
</TABLE>
7
<PAGE>
Notes to Consolidated Financial Statements, continued
Supplemental balance sheet information, continued
<TABLE>
<CAPTION>
June 1, September 2,
As of 2000 1999
-------------------------------------------------------------------------------------------------------------
Debt
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Convertible subordinated notes payable, due October 2005, with
an effective yield to maturity of 8.4%, net of unamortized
discount of $58.4 million and $64.8 million, respectively $ 681.6 $ 675.2
Convertible subordinated notes payable, due July 2004,
interest rate of 7.0% -- 500.0
Subordinated notes payable, due October 2005, with an effective
yield to maturity of 10.7%, net of unamortized discount of
$34.5 million and $38.1 million, respectively 175.5 171.9
Notes payable in periodic installments through July 2015,
weighted average interest rate of 7.26% and 7.37%,
respectively 102.5 259.0
Capitalized lease obligations payable in monthly installments
through August 2004, weighted average interest rate of
7.61% and 7.52%, respectively 26.5 33.1
------- --------
986.1 1,639.2
Less current portion (44.2) (111.7)
------- --------
$ 941.9 $1,527.5
======= ========
</TABLE>
The convertible subordinated notes due October 2005 (the "Convertible
Notes") with an effective yield to maturity of 8.4% have a face value of $740
million and a stated interest rate of 6.5%. The Convertible Notes are
convertible into shares of the Company's common stock at $30 per share. The
Company may call for the early redemption of the Convertible Notes between
October 2000 and October 2002 if the price of the Company's common stock is at
least $39 per share for a specified trading period. Subsequent to October 2002,
the Convertible Notes are redeemable by the Company at an initial price of 103%
which declines to 100% of the principal amount depending on the date of
redemption. The Convertible Notes have not been registered with the Securities
and Exchange Commission, however the holder has certain registration rights.
In the third quarter of 2000, all of the Company's 7.0% convertible
subordinated notes due July 2004 were converted into 14.8 million shares of the
Company's common stock, thereby reducing long-term debt by $500 million.
The subordinated notes due October 2005 with a yield to maturity of 10.7%
have a face value of $210 million and a stated interest rate of 6.5%.
MEI has a $100 million unsecured credit agreement expiring in June 2001.
Under the credit agreement, MEI is subject to certain financial and other
covenants including certain financial ratios and limitations on the amount of
dividends paid by MEI. As of June 1, 2000, MEI had no borrowings outstanding
under the agreement. MTI terminated its revolving credit agreement effective
December 2, 1999.
8
<PAGE>
Notes to Consolidated Financial Statements, continued
3. Other operating expense, net
Other operating expense for the first nine months of 2000 includes net pre-
tax losses of $27 million from the write down and disposal of semiconductor
operations equipment. Other operating expense for the first nine months of 1999
includes a $15 million charge from the write down of certain flat panel display
assets sold and a net pre-tax loss of $9 million from the write down and
disposal of semiconductor operations equipment.
4. Other non-operating income, net
Other non-operating income for the third quarter and first nine months of
2000 includes a gain of $4 million and $14 million, respectively, on MTI's
contribution of 2.3 million shares of MEI Common Stock (the "Contribution") to
the Micron Technology Foundation. The Contribution decreased MTI's ownership
interest in MEI from approximately 63% to 61%. Selling, general and
administrative expense in the third quarter and first nine months of 2000
reflects charges of $6 million and $25 million, respectively, for the market
value of the stock contributed.
5. Income tax (provision) benefit
The effective tax rate for the third quarter and first nine months of 2000
was 35%. The effective tax rate for the third quarter and first nine months of
1999 was approximately 41% and 40%, respectively. The reduction in the effective
tax rate is principally a result of favorable tax treatment on permanently
reinvested earnings from certain of the Company's foreign operations.
6. Earnings (loss) per share
Basic earnings per share is calculated using the average number of common
shares outstanding. Diluted earnings per share is computed on the basis of the
weighted average number of common shares outstanding plus the effect of
outstanding stock options using the "treasury stock method" and convertible
notes using the "if-converted" method. All share and per share data have been
restated to reflect retroactively a 2-for-1 stock split effected in the form of
a stock dividend on May 1, 2000.
<TABLE>
<CAPTION>
Quarter ended Nine months ended
------------------------ ------------------------
June 1, June 3, June 1, June 3,
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) available for common shareholders -
Basic $274.9 $ (27.7) $777.5 $ (51.4)
====== ======= ====== =======
Net income (loss) available for common shareholders -
Diluted $283.0 $ (27.7) $812.3 $ (51.4)
====== ======= ====== =======
Weighted average common stock outstanding - Basic 551.0 532.6 537.7 517.5
Net effect of dilutive stock options 21.6 -- 19.0 --
Net effect of dilutive convertible subordinated notes 24.7 -- 36.3 --
------ ------- ------ -------
Adjusted weighted average common stock - Diluted 597.3 532.6 593.0 517.5
====== ======= ====== =======
Basic income (loss) per share $ 0.50 $ (0.05) $ 1.45 $ (0.10)
====== ======= ====== =======
Diluted income (loss) per share $ 0.47 $ (0.05) $ 1.37 $ (0.10)
====== ======= ====== =======
</TABLE>
9
<PAGE>
Notes to Consolidated Financial Statements, continued
The average number of shares listed below were not included in the
computation of diluted earnings per share because to do so would have had the
effect of increasing earnings per share for the periods presented:
<TABLE>
<CAPTION>
Quarter ended Nine months ended
--------------------------- ----------------------------
June 1, June 3, June 1, June 3,
2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Employee stock plans 0.1 52.6 0.2 54.5
8.4% convertible subordinated notes payable due 2005 -- 24.7 -- 22.2
7.0% convertible subordinated notes payable due 2004 5.2 14.8 -- 14.8
</TABLE>
7. Acquisition
On September 30, 1998, MTI completed the acquisition (the "Acquisition") of
substantially all of the memory operations of Texas Instruments Incorporated.
The following unaudited pro forma information presents the consolidated results
of operations of the Company for the first nine months of 1999 as if the
Acquisition had taken place at the beginning of 1999:
<TABLE>
<CAPTION>
June 3,
For the nine months ended 1999
------------------------------------------------------------------------------------------------
<S> <C>
Net sales $2,738.5
Net loss (68.7)
Basic loss per share (0.13)
Diluted loss per share (0.13)
</TABLE>
These pro forma results of operations have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which actually would have resulted had the Acquisition occurred on the date
indicated, or which may result in the future.
8. Joint ventures
MTI participates in two joint ventures: TECH Semiconductor Singapore Pte.
Ltd. ("TECH") and KMT Semiconductor Limited ("KMT"). TECH, which operates in
Singapore, is a joint venture among MTI, the Singapore Economic Development
Board, Canon Inc. and Hewlett-Packard Company. KMT, which operates in Japan, is
a joint venture between MTI and Kobe Steel, Ltd. TECH and KMT are collectively
referred to herein as the "JVs".
Subject to certain terms and conditions, MTI has agreed to purchase the
entire output of the JVs. MTI is a party to various agreements with the JVs
whereby MTI provides technology, engineering support, training and information
system support to the JVs. MTI also performs assembly and test services on
product manufactured by the JVs. All transactions with the JVs are recognized as
part of the net cost of products obtained from the JVs. The net cost of products
purchased from the JVs, including the amortization of the value of the JV supply
agreements, amounted to $125.4 million and $142.2 million for KMT and TECH,
respectively, for the third quarter of 2000, and $386.1 million and $391.6
million for the first nine months of 2000. The net cost of products purchased
from TECH reflects the benefit of an approximate $49 million nonrecurring
adjustment in the third quarter of 2000.
10
<PAGE>
Notes to Consolidated Financial Statements, continued
Receivables from KMT and TECH were $29.7 million and $78.3 million and
payables were $73.0 million and $101.2 million, respectively, as of June 1,
2000. As of September 2, 1999, receivables from KMT and TECH were $19.1 million
and $47.2 million and payables were $24.4 million and $32.0 million,
respectively.
9. Operating segment information
The Company has two reportable segments based on the nature of its
operations and products offered to customers: semiconductor operations and PC
operations. The semiconductor operations segment's primary product is DRAM. The
PC operations segment's primary products include desktop and notebook PC
systems, multiprocessor network servers, hardware services and e-services.
Intersegment sales for the third quarter and first nine months of 2000 and
1999 are primarily comprised of sales from the Company's semiconductor
operations to the Company's PC operations segment. Intersegment sales are
eliminated to arrive at consolidated net sales.
Sales to two of the Company's major PC OEM customers each approximated 15%
of the Company's semiconductor operations net sales for the first nine months of
2000.
<TABLE>
<CAPTION>
Quarter ended Nine months ended
------------------------------ ---------------------------------
June 1, June 3, June 1, June 3,
2000 1999 2000 1999
Net sales
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Semiconductor operations
External $1,534.4 $ 582.5 $4,000.4 $1,712.5
Intersegment 9.1 10.6 34.6 36.3
-------- ------- -------- --------
1,543.5 593.1 4,035.0 1,748.8
PC operations
External 254.7 280.6 765.4 965.9
Intersegment 2.0 2.0 5.2 4.4
-------- ------- -------- --------
256.7 282.6 770.6 970.3
All other - external 0.1 0.7 0.3 4.8
Total segments 1,800.3 876.4 4,805.9 2,723.9
Elimination of intersegment (11.1) (12.6) (39.8) (40.7)
-------- ------- -------- --------
Total consolidated net sales $1,789.2 $ 863.8 $4,766.1 $2,683.2
======== ======= ======== ========
Operating income (loss)
-------------------------------------------------------------------------------------------------------------------------
Semiconductor operations $ 458.1 $ (9.5) $1,305.1 $ 24.8
PC operations (47.4) (9.4) (104.6) (23.0)
All other (1.6) (9.2) (5.4) (41.2)
-------- ------- -------- -------
Total segments 409.1 (28.1) 1,195.1 (39.4)
Elimination of intersegment -- 0.3 0.4 0.3
-------- ------- -------- -------
Total consolidated operating income (loss) $ 409.1 $ (27.8) $1,195.5 $ (39.1)
======== ======= ======== =======
</TABLE>
11
<PAGE>
Notes to Consolidated Financial Statements, continued
Segment assets consist of assets that are identified to reportable segments
and reviewed by the chief operating decision-makers. Included in segment assets
are cash, investments, accounts receivable, inventory and property, plant and
equipment.
<TABLE>
<CAPTION>
June 1, September 2,
Segment assets as of 2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C>
Semiconductor operations $7,411.2 $6,001.9
PC operations 364.0 533.9
All other 14.8 15.5
-------- --------
7,790.0 6,551.3
Elimination of intersegment (88.8) (74.8)
-------- --------
$7,701.2 $6,476.5
======== ========
Reconciliation to total assets
------------------------------------------------------------------------------------------------
Total segment assets $7,701.2 $6,476.5
Prepaid expenses 25.3 38.3
Deferred taxes 98.8 119.9
Product and process technology 214.7 212.6
Other assets (net of segment assets) 170.8 117.9
-------- --------
Total consolidated assets $8,210.8 $6,965.2
======== ========
</TABLE>
10. Commitments and contingencies
As of June 1, 2000, the Company had commitments of approximately $1,179.8
million for equipment purchases and $49.2 million for the construction of
buildings.
The Company has from time to time received, and may in the future receive,
communications alleging that its products or its processes may infringe on
product or process technology rights held by others. The Company has accrued a
liability and charged operations for the estimated costs of settlement or
adjudication of asserted and unasserted claims for alleged infringement prior to
the balance sheet date. Determination that the Company's manufacture of products
has infringed on valid rights held by others could have a material adverse
effect on the Company's financial position, results of operations or cash flows
and could require changes in production processes and products. The Company is
currently a party to various other legal actions arising out of the normal
course of business, none of which are expected to have a material adverse effect
on the Company's financial position or results of operations.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
Micron Technology, Inc. and its subsidiaries (hereinafter referred to
collectively as the "Company") principally design, develop, manufacture and
market semiconductor memory products and personal computer ("PC") systems.
Micron Technology, Inc. and its wholly-owned subsidiaries are hereinafter
referred to collectively as "MTI." The Company's PC operations are operated
through Micron Electronics, Inc. ("MEI"), a 61% owned, publicly-traded
subsidiary of MTI.
The following discussion contains trend information and other forward-
looking statements (including, for example, statements regarding future
operating results, future capital expenditures, facility expansions, financing
alternatives, new product introductions, technological developments, and the
effect thereof and industry trends) that involve a number of risks and
uncertainties. The Company's actual results could differ materially from the
Company's historical results of operations and those discussed in the forward-
looking statements. Factors that could cause actual results to differ materially
include, but are not limited to, those identified in "Certain Factors." This
discussion should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended September 2, 1999. All period references are to the
Company's fiscal periods ended June 1, 2000, September 2, 1999, or June 3, 1999,
unless otherwise indicated. Shares and per share amounts for all periods
presented reflect a two-for-one stock split effected in the form of a stock
dividend on May 1, 2000. All per share amounts are presented on a diluted basis
unless otherwise stated.
Results of Operations
<TABLE>
<CAPTION>
Third Quarter Nine Months
--------------------------------------------------------------------------------------------
2000 1999 2000 1999
--------------------------------------------------------------------------------------------
(dollars in millions, except per share data)
Net sales:
<S> <C> <C> <C> <C>
Semiconductor operations $1,543.5 86.3 % $593.1 68.7 % $4,035.0 84.7 % $1,748.8 65.2 %
PC operations 256.7 14.3 % 282.6 32.7 % 770.6 16.2 % 970.3 36.2 %
All other 0.1 0.0 % 0.7 0.1 % 0.3 0.0 % 4.8 0.1 %
Intersegment (11.1) (0.6)% (12.6) (1.5)% (39.8) (0.9)% (40.7) (1.5)%
-------- ----- ------ ----- -------- ----- -------- -----
Consolidated net sales $1,789.2 100.0 % $863.8 100.0 % $4,766.1 100.0 % $2,683.2 100.0 %
======== ===== ====== ===== ======== ===== ======== =====
Operating income (loss):
Semiconductor operations $ 458.1 $ (9.5) $1,305.1 $ 24.8
PC operations (47.4) (9.4) (104.6) (23.0)
All other (1.6) (9.2) (5.4) (41.2)
Intersegment 0.0 0.3 $ 0.4 0.3
-------- ------ -------- --------
Consolidated operating income (loss) $ 409.1 $(27.8) $1,195.5 $ (39.1)
======== ====== ======== ========
Net income (loss) $ 274.9 $(27.7) $ 777.5 $ (51.4)
======== ====== ======== ========
Earnings (loss) per share $ 0.47 $(0.05) $ 1.37 $ (0.10)
======== ====== ======== ========
</TABLE>
For the second quarter of 2000, net income was $161.3 million, or $0.29 per
share, on consolidated net sales of $1,392.5 million.
Intersegment sales are primarily comprised of sales from the Company's
semiconductor operations segment to the Company's PC operations segment.
Intersegment sales are eliminated to arrive at consolidated net sales. (See
"Notes to Consolidated Financial Statements - Operating Segment Information.")
Unless otherwise stated, all semiconductor production data reflect production of
the Company and its joint ventures.
13
<PAGE>
Net Sales
Consolidated net sales for the third quarter and first nine months of 2000
increased by 107% and 78%, respectively, compared to the third quarter and first
nine months of 1999, principally due to an increase in net sales from the
Company's semiconductor operations, partially offset by a decline in net sales
from the Company's PC operations. Consolidated net sales for the third quarter
of 2000 increased by 28% compared to the second quarter of 2000, due principally
to an increase in net sales from the Company's semiconductor operations.
Net sales from semiconductor operations for the third quarter and first
nine months of 2000 increased by 160% and 131%, respectively, as compared to the
corresponding periods of 1999. The increase in net sales for these periods was
primarily due to an increase in megabits of semiconductor memory sold and was
partially offset by lower average selling prices. Total megabits sold increased
by approximately 220% and 170% for the third quarter and first nine months of
2000, respectively, as compared to the corresponding periods of 1999 while
average selling prices per megabit of memory decreased 18% and 13%,
respectively. Megabit sales increased as a result of increases in total wafer
outs, ongoing transitions to reduced die size ("shrink") versions of existing
memory products and shifts in the Company's mix of semiconductor memory products
to higher average density products. The Company's primary memory product in the
third quarter and first nine months of 2000 was the 64 Meg Synchronous DRAM
("SDRAM"), which comprised approximately 45% and 58%, respectively, of the net
sales of semiconductor memory.
Net sales from semiconductor operations increased 34% comparing the third
quarter of 2000 to the second quarter of 2000, primarily due to an approximate
70% increase in total megabits sold, partially offset by a 22% decrease in
average selling prices per megabit of memory. Megabit sales increased as a
result of increased product availability from continued improvements in
manufacturing efficiencies through an increase in total wafer outs and ongoing
transitions to shrink versions of existing memory products, combined with a
decrease in finished goods inventory.
Net sales from PC operations for the third quarter and first nine months of
2000 decreased by 9% and 21% respectively, as compared to the corresponding
periods of 1999 primarily due to a decrease in overall average selling prices
for the Company's PC systems and a decrease in unit sales. Overall average
selling prices for these comparative periods decreased by 14% and 7%,
respectively, and PC unit sales decreased by 1% and 20%, respectively. Notebook
and desktop unit sales were relatively flat comparing the third quarter of 2000
with the third quarter of 1999 and decreased by 28% and 19%, respectively, for
the first nine months of 2000 as compared to the first nine months of 1999. Net
sales from PC operations for the third quarter of 2000 were relatively flat as
compared to the second quarter of 2000.
Gross Margin
Third Quarter Nine Months
-------------------------- ---------------------------
2000 % Change 1999 2000 % Change 1999
-------------------------- ---------------------------
Gross margin $692.7 266.5% $189.0 $2,017.5 244.5% $585.6
as a % of net sales 38.7% 21.9% 42.3% 21.8%
The increase in the Company's consolidated gross margin during the third
quarter and first nine months of 2000, as compared to the corresponding periods
in 1999, is primarily attributable to the Company's semiconductor operations.
The Company's consolidated gross margin percentage for the second quarter of
2000 was 37%.
14
<PAGE>
The Company's gross margin percentage from its semiconductor operations for
the third quarter and first nine months of 2000 was 43% and 47%, respectively,
compared to 25% and 26% for the corresponding periods of 1999. Gross margin
benefited from a nonrecurring adjustment to costs of products purchased under a
supply arrangement with TECH Semiconductor Singapore Pte. Ltd. ("TECH") of
approximately $49 million in the third quarter of 2000. Without the
nonrecurring adjustment, the gross margin on semiconductor memory products for
the third quarter of 2000 was 40%. The increase in gross margin percentage for
the Company's semiconductor operations for the third quarter and first nine
months of 2000 compared to the corresponding periods in 1999 resulted from
decreases in per megabit manufacturing costs which were partially offset by
lower average selling prices. Decreases in per megabit manufacturing costs were
achieved principally through shifts in the Company's mix of semiconductor memory
products to a higher average density and transitions to shrink versions of
existing products. The gross margin percentage for the Company's semiconductor
operations for the second quarter of 2000 was 41%.
Subject to certain terms and conditions, MTI has agreed to purchase the
entire output from two joint venture wafer fabrication facilities, TECH and KMT
Semiconductor Limited ("KMT"). TECH and KMT are collectively referred to herein
as the "JVs." MTI is a party to various agreements with the JVs whereby MTI
provides technology, engineering support, training and information systems
support to the JVs. MTI also performs assembly and test services on product
manufactured by the JVs. The cost of products purchased from the JVs is based in
part on MTI's average selling prices and is subject to significant fluctuations.
All transactions with the JVs are recognized as part of the net cost of products
purchased from the JVs and impact the Company's semiconductor operations gross
margin percentage. In the third quarter and first nine months of 2000, the
Company realized a lower gross margin percentage on products purchased from the
JVs (inclusive of the benefit from the approximate $49 million adjustment) than
it did on products manufactured by its wholly-owned facilities.
The gross margin percentage for the Company's PC operations decreased
slightly for the third quarter and first nine months of 2000 compared to the
corresponding periods of 1999 and for the third quarter of 2000 as compared to
the second quarter of 2000. The Company continues to experience pricing pressure
on sales of its PC systems. Additionally, the impact of the product sales mix
during the first nine months of 2000 has been unfavorable due to the reduced
shipments of notebook products that typically contribute higher gross margin
percentages. Lower PC sales volume also pressured the gross margin during the
first nine months of 2000.
Selling, General and Administrative
<TABLE>
<CAPTION>
Third Quarter Nine Months
-------------------------------- -------------------------------
2000 % Change 1999 2000 % Change 1999
-------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Selling, general and administrative $174.9 40.9% $124.1 $485.2 37.6% $352.7
as a % of net sales 9.8% 14.4% 10.2% 13.1%
</TABLE>
The increase in selling, general and administrative expense for the third
quarter and first nine months of 2000 as compared to the corresponding periods
of 1999 reflects higher performance based compensation costs and an increased
number of administrative employees for the Company's semiconductor operations.
The Company's PC operations also reflect a higher level of personnel expense for
the third quarter and first nine months of 2000 as compared to the corresponding
periods of 1999, due in large part to several newly acquired businesses.
Additionally, selling, general and administrative expense for the third quarter
and first nine months of 2000 reflects charges of $6 million and $25 million,
respectively, for the market value of MEI Common Stock contributed by MTI to the
Micron Technology Foundation (the "Foundation") and increased legal costs
associated with product and process technology rights litigation.
Selling, general and administrative expenses for the third quarter of 2000
were approximately 23% higher than the second quarter of 2000 primarily as a
result of increased personnel costs associated with new businesses acquired by
the Company's PC operations, higher performance based compensation costs for the
Company's semiconductor operations and the $6 million contribution charge
related to the Foundation.
15
<PAGE>
Research and Development
Third Quarter Nine Months
------------------------ --------------------------
2000 % Change 1999 2000 % Change 1999
------------------------ --------------------------
Research and development $100.6 23.3% $81.6 $295.8 26.0% $234.7
as a % of net sales 5.6% 9.4% 6.2% 8.7%
Substantially all the Company's research and development efforts relate to
its semiconductor operations. Research and development expenses vary primarily
with personnel costs, the cost of advanced equipment dedicated to new product
and process development and the number of development wafers processed. Research
and development efforts are focused on .15u and .13u line width process
technologies, which are the primary determinants in transitioning to next
generation and future products. Simultaneous research and development efforts
across multiple products help prepare the Company for future product
introductions and allow current products to utilize the advanced process
technology to achieve higher performance at lower production costs. Application
of advanced process technology currently is concentrated on design of shrink
versions of the Company's 64 Meg and 128 Meg SDRAMs and on design and
development of the Company's 256 Meg and 512 Meg SDRAMs, direct Rambus(R) DRAM
("RDRAM"), Double Data Rate ("DDR") SDRAM, Flash and SRAM memory products. Other
research and development efforts are currently devoted to the design and
development of embedded memory products, system-on-a-chip ("SOC") solutions, and
memory technology enablement.
Other Operating Expense, net
Other operating expense for the first nine months of 2000 includes net pre-
tax losses of $27 million from the write down and disposal of semiconductor
operations equipment. Other operating expense for the first nine months of 1999
includes a $15 million charge from the write down of certain flat panel display
assets sold and a net pre-tax loss of $9 million from the write down and
disposal of semiconductor operations equipment.
Other Non-Operating Income, net
Other non-operating income for the third quarter and first nine months of
2000 includes a gain of $4 million and $14 million, respectively, on MTI's
contribution of 2.3 million shares of MEI Common Stock (the "Contribution") to
the Foundation. The Contribution decreased MTI's ownership interest in MEI from
approximately 63% to 61%. Selling, general and administrative expense in the
third quarter and first nine months of 2000 reflects charges of $6 million and
$25 million, respectively, for the market value of the stock contributed.
Income Tax (Provision) Benefit
The effective tax rate for the third quarter and first nine months of 2000
was 35%, compared to effective tax rates of 41% and 40%, respectively, for the
corresponding periods of 1999. The reduction in the effective tax rate is
principally a result of favorable tax treatment on permanently reinvested
earnings from certain of the Company's foreign operations. Taxes on earnings of
certain foreign operations and domestic subsidiaries not consolidated for tax
purposes may cause the effective tax rate to vary significantly from period to
period.
Recently Issued Accounting Standards
Recently issued accounting standards include Statement of Financial
Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and
Hedging Activities," issued by the FASB in June 1998, Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements," issued
by the Securities and Exchange Commission in December 1999 and Interpretation
("FIN") No.44 "Accounting for Certain Transactions involving Stock
Compensation--an Interpretation of Accounting Principles Board ("APB") Opinion
No.25," issued by the FASB in March 2000.
16
<PAGE>
SFAS No. 133 requires that all derivatives be recorded as either assets or
liabilities in the balance sheet and marked to market on an ongoing basis. SFAS
No. 133 applies to all derivatives including stand-alone instruments, such as
forward currency exchange contracts and interest rate swaps, or embedded
derivatives, such as call options contained in convertible debt investments.
Along with the derivatives, the underlying hedged items are also to be marked to
market on an ongoing basis. These market value adjustments are to be included
either in the statement of operations or as a component of comprehensive income,
depending on the nature of the transaction. Implementation of SFAS No. 133 is
required for the Company by the first quarter of 2001. The implementation of
SFAS No. 133 is not expected to have a significant impact on the Company's
future results of operations or financial position.
SAB No. 101 summarizes certain staff views in applying generally accepted
accounting principles to revenue recognition in the financial statements.
Adoption is required for the Company by the fourth quarter of 2001. The
implementation of SAB No. 101 is not expected to impact results of the Company's
semiconductor operations and the Company is evaluating the effect SAB No. 101
will have on results of the Company's PC operations.
FIN 44 clarifies the application of APB Opinion No.25. FIN 44 is effective
July 1, 2000 and is not expected to impact the Company's results of operations
or financial position.
Liquidity and Capital Resources
As of June 1, 2000, the Company had cash and liquid investments totaling
$1.8 billion, representing an increase of $234 million during the first nine
months of 2000. The Company's principal source of liquidity during the first
nine months of 2000 was net cash flow from operations of $1.2 billion. Property,
plant and equipment expenditures of $759 million were the principal use of funds
during the first nine months of 2000. Working capital was used during the first
nine months of 2000 to fund the growth in the Company's receivables and
inventory of $451 million and $276 million, respectively, which resulted from
the Company's increased scale of operations and higher levels of production.
In the third quarter of 2000, all of the Company's 7.0% convertible
subordinated notes due July 2004 were converted into 14.8 million shares of the
Company's common stock, thereby reducing long-term debt by $500 million.
The Company believes that in order to develop new product and process
technologies, support future growth, achieve operating efficiencies and maintain
product quality, it must continue to invest in manufacturing technology,
facilities and capital equipment, research and development and product and
process technology. To this end the Company is considering various capacity
expansion programs and capital improvements to its manufacturing facilities. The
Company continuously evaluates the financing of these activities and in this
regard has replaced its previous shelf registration statement with an updated
shelf registration statement pursuant to which the Company may issue from time
to time debt or equity securities for up to $1 billion. In addition to the
existing shelf registration statement, the Company may also seek to raise funds
through issuing debt or equity securities. The Company currently estimates it
will spend approximately $1.5 billion in fiscal 2000 for purchases of equipment
and for construction and improvement of buildings, of which it has spent
approximately $906 million to date. As of June 1, 2000, the Company had entered
into contracts extending into fiscal 2002 for approximately $1.2 billion for
equipment purchases and approximately $49 million for the construction of
facilities.
As of June 1, 2000, approximately $268 million of the Company's
consolidated cash and liquid investments were held by MEI. Cash generated by MEI
is not readily available to finance operations or other expenditures of the
Company's semiconductor operations. MEI has a $100 million unsecured credit
agreement, expiring June 2001 which contains certain restrictive covenants
pertaining to MEI, including certain financial ratios and limitations on the
amount of dividends declared or paid by the Company. As of June 1, 2000, MEI had
no borrowings outstanding under the agreement. MTI terminated its revolving
credit agreement effective December 2, 1999.
17
<PAGE>
Certain Factors
In addition to the factors discussed elsewhere in this Form 10-Q and in the
Company's Form 10-K for the fiscal year ended September 2, 1999, the following
are important factors which could cause actual results or events to differ
materially from those contained in any forward looking statements made by or on
behalf of the Company.
The volatile nature of the DRAM industry could adversely affect our future
operating results
The DRAM industry is highly volatile. Due to the commodity nature of DRAM
products, when the supply of DRAM products exceeds the demand for such products,
average selling prices for DRAM products decline, sometimes rapidly. In the
past, our operating results and cash flows have been adversely affected by:
. excess worldwide DRAM supply, and
. declines in average selling prices for DRAM products.
We have experienced dramatic declines in average selling prices for our memory
products which have adversely affected our business
Average selling prices for memory products have decreased approximately 30%
on a long-term, annualized basis. However, significant fluctuations in average
selling prices for our memory products, including DRAM, have occurred from time
to time, as shown in following chart:
Fiscal year to year comparison Average price per megabit decline
------------------------------ ---------------------------------
1999 to 1998 37%
1998 to 1997 60%
1997 to 1996 75%
1996 to 1995 46%
We are unable to predict pricing conditions for any future period. If
average selling prices for our memory products decrease faster than we are able
to decrease our per megabit manufacturing costs, our operations, cash flows and
financial condition would be adversely affected.
Increased worldwide DRAM production could lead to further declines in average
selling prices for memory products
We, like our competitors, are constantly seeking to improve yields, reduce
die size and use fewer manufacturing steps. These types of improvements result
in increases in worldwide supply of DRAM. In addition, we and several of our
competitors are evaluating plans to manufacture semiconductors in facilities
that process twelve-inch wafers as opposed to the current industry standard
eight-inch wafers. Twelve-inch wafers have approximately 130% greater usable
surface area than eight-inch wafers and their widespread use in the industry,
which is expected to occur within the next two to five years, will lead to a
significant increase in the worldwide supply of DRAM. Increases in worldwide
supply of DRAM also result from DRAM capacity expansion, either by way of new
facilities or reallocation of existing semiconductor production capacity to DRAM
production. We are currently evaluating several capacity expansion programs for
our various fabrication facilities. Increases in worldwide supply of DRAM could
lead to further declines in average selling prices for our products and have an
adverse affect on our results of operations and cash flows.
18
<PAGE>
We sell a majority of our memory products to the personal computer ("PC") market
and are therefore dependent on the performance of PC markets
Approximately 80% of our sales of memory products were to PC or peripheral
markets for the third quarter and first nine months of 2000. DRAMs are the most
widely used semiconductor memory component in most PCs. If the amount of memory
included in each PC decreases or if the growth rate in sales of PCs decreases,
sales of our memory products could decrease.
If any one of our major original equipment manufacturer customers significantly
reduces its purchases of DRAM from us, our results of operations and cash flows
could be adversely affected
We supply a number of major original equipment manufacturers with more than
30% of their memory requirements. Sales to two of our major OEM customers
approximated 30% of our semiconductor operations net sales for the first nine
months of 2000. If any one of the major OEMs significantly reduces its
purchases of DRAM from us, our results of operations and cash flows could be
adversely affected.
If our supply of memory products from our joint ventures is interrupted, our
results of operations could be adversely affected
We participate in two joint ventures that currently supply us with in excess
of 30% of our total megabits of memory produced. We have agreements to
purchase all of the production from the joint ventures subject to specific
terms and conditions. The joint ventures have historically required and expect
to continue to require external financing to fund their ongoing operations and
transition to next generation technologies. Our source of supply from either
joint venture may be interrupted if either joint venture is unable to repay or
refinance existing debt or obtain required incremental financing. In addition,
our supply from each joint venture may be interrupted if the joint venture's
operations experience a disruption in its manufacturing process. Any reduction
in supply could adversely affect our results of operations and cash flows.
If we are unable to make adequate capital investments, our results of operations
and cash flows could be adversely affected
In order to develop new product and process technologies, support future
growth, achieve operating efficiencies and maintain product quality, we must
invest significant amounts of capital in manufacturing technology, facilities
and capital equipment, research and development, and product and process
technology. We expect to make $1.5 billion in capital investments in fiscal
2000 and currently estimate that we will make approximately $2 billion in
capital investments in fiscal 2001. If we are unable to make adequate capital
investments, our results of operations and cash flows could be adversely
affected.
If we are unable to reduce per megabit manufacturing costs, our results of
operations could be adversely affected
Our ability to reduce per megabit manufacturing costs of our memory products
depends on our ability to:
. design and develop new generation products,
. reduce the die size of our existing products, and
. increase the production of these products at acceptable rates to
acceptable yields.
If we are unable to address these factors, we may not be able to reduce our per
megabit manufacturing costs for our memory products and our results of
operations and cash flows could be adversely affected.
19
<PAGE>
Our results of operations and cash flows could be adversely affected if our
manufacturing process is interrupted
We manufacture our products using processes that are highly complex, require
advanced and costly equipment and must continuously be modified to improve
yields and performance. Difficulties in the manufacturing process can reduce
yields or interrupt production. As a result, we may not be able to deliver
products on time or in a cost-effective manner. If production at a fabrication
facility is interrupted, we may not be able to shift production to other
facilities on a timely basis or customers may purchase products from other
suppliers. In either case, the loss of revenues and damage to the relationship
with our customers could be significant.
Our manufacturing efficiency may be adversely affected as we transition to
higher bandwidth products
The semiconductor industry is currently transitioning to higher bandwidth
products, including Double Data Rate Synchronous DRAM ("DDR SDRAM") and direct
Rambus(R) DRAM ("RDRAM"). We may have trouble achieving the same manufacturing
efficiencies in higher bandwidth products that we have achieved in the past with
our other memory products. Our transition to higher bandwidth products may
adversely impact our:
. productivity levels,
. die per wafer yields,
. backend assembly, and
. test equipment requirements.
Our per megabit production costs may increase as a result of this transition to
higher bandwidth products and we may not be able to achieve our historical rate
of cost per megabit reductions.
We have enhanced our production processes in recent years which has led to an
increase in megabit production, but we may not be able to continue to increase
production at the same rate in the future
Historically, we have improved our production processes by reducing the die
size of our existing products. As a result, we have decreased our per megabit
production costs and significantly increased our megabit production. However,
we may not be able to maintain this historical rate of increase in megabit
production in the future. In addition, our manufacturing yield or production
may decrease as we implement more complex technologies. We may also from time
to time experience volatility in our manufacturing yields if we have problems
ramping the latest reduced die size ("shrink") versions of existing devices or
new generation devices to commercial volumes.
Others may assert that our products and processes infringe their intellectual
property rights; an adverse determination in this regard could adversely affect
our results of operation and financial condition
From time to time others have asserted, and may in the future assert, that our
products or our processes may infringe product or process technology rights held
by others. If there was a determination that our manufacturing processes or
products infringed on the product or process rights held by others, we could
have significant liabilities or be required to make material changes in our
production processes. If our products infringed the rights of others or we had
to modify our production processes, our business, results of operations or
financial condition could be materially adversely affected. We have also
entered into a number of patent and intellectual property license agreements.
Some of these license agreements require us to make one-time or periodic royalty
payments. We may also need to obtain additional patent licenses or to renew
existing license agreements in the future. We are unable to predict whether
these license agreements can be obtained or renewed on terms acceptable to us.
If we are unable to obtain or renew these license agreements on acceptable
terms, our business, results of operations or financial condition could be
materially adversely affected.
20
<PAGE>
Interruptions in the availability of raw materials could adversely affect our
results of operations
Our semiconductor operations require raw materials that must meet exacting
standards. We generally have more than one source of supply for our raw
materials. However, there are only a limited number of suppliers capable of
delivering raw materials that meet our standards. If there is an increase in
worldwide semiconductor manufacturing, the availability of raw materials may
decrease. For example, silicon wafers, photomasks, chemicals, lead frames and
molding compound may become difficult to obtain if there is an increase in
semiconductor manufacturing. Our operations in the past have not been
interrupted as a result of raw materials shortages. However, shortages may occur
from time to time in the future. Lead times for the supply of raw materials have
also been extended in the past. If our supply of raw materials is interrupted,
our results of operations could be adversely affected.
If we are unable to retain existing key employees or are unable to hire new
qualified employees, our operating results could be adversely affected
We depend on a limited number of key management and technical personnel. Our
future success depends in part on our ability to attract and retain highly
qualified personnel in our worldwide operations, particularly as we add
different product types. Competition for skilled management and technical
employees is intense within our industry. Other employers have increased their
recruitment of our existing personnel.
We face risks associated with our international sales and operations that could
adversely affect our operating results
International sales comprised approximately 38% of our consolidated net sales
in the third quarter and first nine months of 2000. We expect international
sales to continue to increase in the future. In addition, we have manufacturing
operations in Italy, Singapore, Japan and Scotland. Our international sales and
international operations are subject to a variety of risks, including:
. currency fluctuations, export duties, changes to import and export
regulations and restrictions on the transfer of funds,
. employee turnover and labor unrest,
. longer payment cycles and greater difficulty in collecting accounts
receivable, and
. the burdens and costs of compliance with a variety of international
laws, and political and economic instability.
These factors may adversely impact our business, results of operations and
financial condition.
We may not be able to generate sufficient cash flow to fund our operations if
average selling prices of memory products decline
Substantially all of our cash flow from semiconductor operations has
historically been invested in capacity expansion and enhancement programs. Our
cash flow from operations depends primarily on average selling prices and per
megabit manufacturing costs of our semiconductor memory products. If average
selling prices decline faster than the rate we are able to decrease our per
megabit manufacturing costs, we may not be able to generate sufficient cash
flows to sustain our operations. We may not be able to obtain other external
sources of liquidity to fund our operations or our capacity and product and
process technology enhancement programs. If we were unable to obtain additional
financing, we may not be able to make investments in the enhancement programs,
which could materially adversely affect our business, results of operations and
financial condition.
21
<PAGE>
If we fail to effectively compete in the highly competitive semiconductor
industry, our results of operations and cash flows would be adversely affected
The semiconductor industry is highly competitive. We face intense competition
from a number of companies, including Hitachi, Ltd., Hyundai Electronics
Industries Co., Ltd., Infineon Technologies AG., NEC Corporation and Samsung
Semiconductor, Inc. Some of these competitors are very large corporations or
conglomerates that may have greater financial resources and a better ability to
withstand downturns in the semiconductor memory market. In addition, a number
of these competitors have historically been able to introduce new products more
quickly than we have. Consolidations in the semiconductor industry could put us
at a further disadvantage against these large competitors. If we fail to
effectively compete in the highly competitive semiconductor industry, our
results of operations and cash flows would be adversely affected.
Products that do not conform to our specifications or that contain, or are
rumored to contain, defects or that are otherwise incompatible with end users
could impose significant costs on us or otherwise adversely affect our results
of operations
Because the design and production process for semiconductors is highly complex,
it is possible that we may produce products which do not comply with published
specifications, contain defects, or are otherwise incompatible with end uses.
If, despite design review, quality control and product qualification procedures,
problems with nonconforming, defective or incompatible products occur after we
have shipped such products, we could be adversely affected in one or more of the
following ways:
. We may need to replace product or otherwise compensate customers for costs
incurred or damages caused by defective or incompatible product.
. We may encounter adverse publicity which could cause a decrease in sales of
our products.
If our subsidiary, Micron Electronics, Inc., fails to effectively compete in the
highly competitive PC and e-services industry, our results of operations could
be adversely affected
Historically, our operations have been affected by the operating results of
Micron Electronics, Inc. ("MEI"), a PC and e-services business. MEI is a
publicly traded company in which we own a majority of the common stock. MEI's
results of operations, and the potential effect upon our consolidated results of
operations, are linked to MEI's ability to effectively compete in the PC and e-
services market places. This success depends on many factors, including MEI's
ability to:
. accurately forecast technology trends, design and introduce new PC
products and correctly identify demand for such products,
. effectively manage materials and finished goods inventories,
manufacturing constraints, and component costs,
. gain market share and effectively market PC products directly to end
customers relative to MEI's competitors, and
. identify value added e-services solutions, build an e-services
infrastructure to deliver such solutions and generate e-services
customers at acceptable margins.
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If MEI fails to effectively compete in the PC and e-services industry, our
results of operations could be adversely affected.
One of our shareholders owns a large portion of our common stock that could
limit our ability to raise additional capital
As of July 6, 2000, Texas Instruments Incorporated held 37,866,184 million
shares of common stock, representing 7% of our total outstanding common stock.
We have not registered these shares with the Commission. However, Texas
Instruments has registration rights with respect to such sales. Our ability to
raise additional capital funds may be affected by the number of shares and
registration rights held by Texas Instruments. Texas Instruments also holds
notes with a face value of $740 million which are convertible into 24,666,666
shares of our common stock. Texas Instruments' resale of these notes could
limit our ability to raise capital through the issuance of additional
convertible debt instruments.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------
Substantially all of the Company's liquid investments and long-term debt are
at fixed interest rates; therefore, the fair value of these instruments is
affected by changes in market interest rates. However, substantially all of the
Company's liquid investments mature within one year. As a result, the Company
believes that the market risk arising from its holdings of financial instruments
is minimal. As of June 1, 2000, the Company held aggregate cash and receivables
in foreign currency valued at approximately US $59 million and aggregate foreign
currency payables valued at approximately US $120 million (including long-term
liabilities denominated in Euros valued at approximately US $16 million).
Foreign currency receivables and payables are comprised primarily of Euros,
Singapore Dollars, Japanese Yen and British Pounds.
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<PAGE>
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) The following are filed as a part of this report:
Exhibit
Number Description of Exhibit
------ ----------------------
27 Financial Data Schedule
(b) The registrant filed the following report on Form 8-K during the fiscal
quarter ended June 1, 2000:
Form Date Item
---- ---- ----
8-K April 5, 2000 Item 5, Other Events
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Micron Technology, Inc.
------------------------------------------------
(Registrant)
Dated: July 12, 2000 /s/ Wilbur G. Stover, Jr.
------------------------------------------------
Wilbur G. Stover, Jr., Vice President of Finance
and Chief Financial Officer (Principal Financial
and Accounting Officer)
26
