Item 2.02. Results of Operations and Financial Condition.

On September 29, 2009, the Company announced its financial results for the fourth quarter and fiscal year ended September 3, 2009. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.05. Costs Associated with Exit or Disposal Activities.

In response to a severe downturn in the semiconductor memory industry and global economic conditions, the Company initiated restructure activities in 2009, which included terminating its agreement with IM Flash, a joint venture between the Company and Intel, to obtain NAND Flash memory supply from the Company's Boise facility; suspending the tooling and ramping of NAND Flash production at IM Flash's Singapore wafer fabrication facility; and phasing out all remaining 200mm wafer manufacturing operations at its Boise, Idaho, facility.

In the fourth quarter and 2009 fiscal year, the Company recorded charges of $12 million and $70 million, respectively, as a result of these restructure activities for employee severance and related costs; for relocation and retention bonuses; to write-down the carrying value of certain 200mm wafer manufacturing equipment at its Boise, Idaho facility; net of a gain recorded in connection with the termination of the NAND Flash supply agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No. Description
99.1 Press Release issued on September 29, 2009

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