Numonyx Holdings B.V.

9 Months Ended

Jun. 02, 2011

Notes to Financial Statements [Abstract]

On May 7, 2010, we acquired Numonyx Holdings B.V. ("Numonyx"), which manufactured and sold primarily NOR Flash and NAND Flash memory products. 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. In connection with the acquisition, we recorded net assets of $1,549 million. Because the fair value of the net assets acquired exceeded the purchase price, we recognized a gain on the acquisition of $437 million in the third quarter of 2010. In addition, we recognized a $51 million income tax benefit in connection with the acquisition.

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 sales. 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.



	Quarter ended		Nine months ended
	June 3, 2010		June 3, 2010
Net sales	$	2,781	$	7,489
Net income	987		1,538
Net income attributable to Micron	966		1,505
Earnings per share:
Basic	$	0.98	$	1.53
Diluted	0.86		1.38

The unaudited pro forma financial information for the quarter and nine months ended June 3, 2010 includes our results for the quarter and nine months ended June 3, 2010, respectively, and the results of Numonyx, including the adjustments described above, for its fiscal quarter and nine months ended March 27, 2010, respectively.