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Micron Technology

Micron TechnologyMUEarnings & Financial Report

Nasdaq · Information Technology · Semiconductors

Micron Technology, Inc. is an American producer of computer memory and computer data storage including dynamic random-access memory, flash memory, and solid-state drives (SSDs). It is headquartered in Boise, Idaho.

What changed in Micron Technology's 10-K — 2024 vs 2025

Top changes in Micron Technology's 2025 10-K

448 paragraphs added · 404 removed · 338 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

100 edited+26 added−27 removed54 unchanged
In addition, some governments may provide, or have provided and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.
In addition, governments have provided, and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.
We also provide family support for caregiving needs through various solutions including onsite or near-site childcare centers, backup care support and referral resources. We are a member of the Responsible Business Alliance (“RBA”), a group of leading companies focused on promoting responsible working conditions, ethical business practices, and environmental stewardship throughout our global supply chain.
We also provide family support for caregiving needs through various solutions, including on-site or near-site childcare centers, backup care support, and referral resources. We are a member of the Responsible Business Alliance (“RBA”), a group of leading companies focused on promoting responsible working conditions, ethical business practices, and environmental stewardship throughout our global supply chain.
Talent Acquisition, Development, and Engagement Finding and retaining the best and brightest people in an extremely competitive industry environment is a strategic imperative for our business. We partner with our communities, institutions, governments, and associations to expand the pipeline of diverse, highly skilled STEM talent globally.
Talent Acquisition, Development, and Engagement Finding and retaining the best and brightest people in an extremely competitive industry environment is a strategic imperative for our business. We partner with our communities, institutions, governments, and associations to expand the pipeline of highly skilled STEM talent globally.
The disruption of our supply of materials, components, or services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition. Our operations are dependent on a reliable and uninterrupted supply of electrical power and water to our manufacturing facilities.
The disruption of our supply of materials, components, or services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition. Our operations are dependent on a reliable and uninterrupted supply of electrical power, gas, and water to our manufacturing facilities.
Adoption of Level 2+ advanced driver-assistance systems capabilities continue to gain momentum, further expanding content per vehicle. Our products enable increasingly advanced vision and sensor based automated systems to support driver assistance solutions and vehicle safety.
Adoption of Level 2 and 3 advanced driver-assistance systems capabilities continue to gain momentum, further expanding content per vehicle. Our products enable increasingly advanced vision- and sensor-based automated systems to support driver assistance solutions and vehicle safety.
We typically enter into long-term agreements with our customers with acknowledgment that pricing, quantity, and other terms will be periodically negotiated to reflect market conditions and our customer’s demand for our products. In each of the last three years, approximately one-half of our total revenue was from our top ten customers.
We typically enter into long-term agreements with our customers with acknowledgment that pricing, quantity, and other terms will be periodically negotiated to reflect market conditions and our customers’ demand for our products. In each of the last three years, approximately one-half of our total revenue was from our top ten customers.
Mehrotra holds a BS and an MS in Electrical Engineering and Computer Science from the University of California, Berkeley and is a graduate of the Stanford Graduate School of Business Executive Program. Mark J. Murphy Executive Vice President and Chief Financial Officer Mr. Murphy, 56, joined us in April 2022 as Executive Vice President and Chief Financial Officer.
Mehrotra holds a BS and an MS in Electrical Engineering and Computer Science from the University of California, Berkeley, and is a graduate of the Stanford Graduate School of Business Executive Program. Mark J. Murphy Executive Vice President and Chief Financial Officer Mr. Murphy, 58, joined us in April 2022 as Executive Vice President and Chief Financial Officer.
Arnzen holds a BS in Human Resource Management and Marketing from the University of Idaho and is a graduate of the Stanford Graduate School of Business Executive Program. Manish Bhatia Executive Vice President, Global Operations Mr. Bhatia, 52, joined us in October 2017 as our Executive Vice President, Global Operations. From May 2016 to October 2017, Mr.
Arnzen holds a BS in Human Resource Management and Marketing from the University of Idaho and is a graduate of the Stanford Graduate School of Business Executive Program. Manish Bhatia Executive Vice President, Global Operations Mr. Bhatia, 53, joined us in October 2017 as our Executive Vice President, Global Operations. From May 2016 to October 2017, Mr.
In addition, increased tariffs imposed by the countries in which our products are sold can increase the cost of our product to our customers. The laws and regulations that govern international trade change frequently, sometimes without advance notice. See “Item 1A.
In addition, increased tariffs imposed by the countries in which our products are sold can increase the cost of our product to our customers. The laws and regulations that govern international trade change frequently, sometimes without advance notice. See Item 1A.
We provide services to our team members including free mental health and counseling support, on-site and near-site fitness centers, wellness spaces and health clinics at certain Micron sites, money management and other financial education tools, and encouraging team members to form healthy habits, reduce stress and reinforce mindfulness solutions by participating in wellbeing challenges and measuring their personal progress.
We provide services to our team members, including free mental health and counseling support, on-site and near-site fitness centers, wellness spaces and health clinics at certain Micron sites, money management and other financial education tools, and encouraging team members to form healthy habits, reduce stress, and reinforce mindfulness solutions by participating in well-being challenges and measuring their personal progress.
Arnzen, 53, joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen was named Senior Vice President, Human Resources in June 2017, named Chief People Officer in October 2020, and named Executive Vice President in October 2023. Ms.
Arnzen Executive Vice President and Chief People Officer Ms. Arnzen, 54, joined us in December 1996 and has served in various leadership positions since that time. Ms. Arnzen was named Senior Vice President, Human Resources in June 2017, named Chief People Officer in October 2020, and named Executive Vice President in October 2023. Ms.
In 2024, we qualified and began shipping our 128GB DDR5 server module, built on a monolithic 32Gb DRAM die and powered by our 1ß node. This innovative product provides an industry alternative to existin g 3D TSV-based solutions to address the rigorous speed and capacity demands of memory-intensive generative AI applications.
In 2024, we qualified and began shipping our 128GB DDR5 server module, built on a monolithic 32GB DRAM die and powered by our 1ß node. This innovative product provides an industry alternative to existing 3D TSV-based solutions to address the rigorous speed and capacity demands of memory-intensive generative AI applications.
Despite stringent manufacturing controls, individual circuits may be nonfunctional or wafers may be scrapped due to equipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects, or contamination from airborne particles, among other factors. Success of our manufacturing operations depends largely on minimizing defects and improving process margin to maximize yield of high-quality circuits.
Despite stringent manufacturing controls, individual circuits may be non-functional or wafers may be scrapped due to equipment errors, minute impurities in materials, defects in photomasks, circuit design marginalities or defects, or contamination from airborne particles, among other factors. Success of our manufacturing operations depends largely on minimizing defects and improving process margin to maximize yield of high-quality circuits.
Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K. 16 Table of Contents Government Regulations Our worldwide business activities are subject to various federal, state, local, and foreign laws and our products are governed by a number of rules and regulations and customer expectations.
Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K. 17 | 2025 10-K Table of Contents Government Regulations Our worldwide business activities are subject to various federal, state, local, and foreign laws, and our products are governed by a number of rules and regulations and customer expectations.
Risk Factors – Risks Related to Laws and Regulations – Government actions and regulations, such as export restrictions, tariffs, and trade protection measures, may limit our ability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct operations” and “ – Risks Related to Our Business, Operations, and Industry – We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.” We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost. 17 | 2024 10-K Table of Contents Information About Our Executive Officers Our executive officers are appointed annually by our Board of Directors and our directors are elected annually by our shareholders.
Risk Factors, “Risks Related to Laws and Regulations—Government actions and regulations, such as export restrictions, tariffs, and trade protection measures, may limit our ability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct operations.” and “Risks Related to Our Business, Operations, and Industry—We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.” We and/or our suppliers and service providers could be affected by tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost. 18 Table of Contents Information About Our Executive Officers Our executive officers are appointed annually by our Board of Directors and our directors are elected annually by our shareholders.
As modern servers pack more processing cores into central processing units (“CPUs”), the memory bandwidth per CPU core has been decreasing. Our DDR5 alleviates this bottleneck by providing higher bandwidth compared to previous generations, enabling improved performance and scaling.
As modern servers pack more processing cores into central processing units (“CPUs”), the memory bandwidth per CPU core has been decreasing. Our DDR5 alleviates this bottleneck by providing higher bandwidth than previous generations, enabling improved performance and scaling.
Our partnerships with K-12 and post-secondary education systems are key to training and inspiring the next generation to consider STEM careers in the semiconductor industry. On hiring, we focus on merit and use a variety of means to find the best talent.
Our partnerships with primary, secondary, and post-secondary education systems are key to training and inspiring the next generation to consider STEM careers in the semiconductor industry. On hiring, we focus on merit and use a variety of means to find the best talent.
Nevertheless, compliance with existing or future government laws, including, but not limited to, our operations, products, global trade, business acquisitions, employee health and safety, and taxes could have a material adverse effect on our future results of operations, capital expenditures, or competitive position. See “Item 1A. Risk Factors” for a discussion of these potential impacts.
Nevertheless, compliance with existing or future government laws, including, but not limited to, our operations, products, global trade, business acquisitions, employee health and safety, and taxes could have a material adverse effect on our future results of operations, capital expenditures, or competitive position. See Item 1A. Risk Factors for a discussion of these potential impacts.
Sumit Sadana Executive Vice President and Chief Business Officer Mr. Sadana, 55, joined us in June 2017 as our Executive Vice President and Chief Business Officer. From April 2010 to May 2016, Mr.
Sumit Sadana Executive Vice President and Chief Business Officer Mr. Sadana, 56, joined us in June 2017 as our Executive Vice President and Chief Business Officer. From April 2010 to May 2016, Mr.
We maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products. 10 Table of Contents Due to volatile industry conditions, our customers are generally reluctant to enter into long-term, fixed-price purchase contracts.
We maintain inventory at locations in close proximity to certain key customers to facilitate rapid delivery of products. Due to volatile industry conditions, our customers are generally reluctant to enter into long-term, fixed-price purchase contracts.
As part of the ISO 14001 framework, we have established a global environmental policy and meet requirements, such as environmental aspects evaluation and control, compliance obligations, commitment, training, communication, document control, operational control, emergency preparedness and response, and management review.
As part of the ISO 14001 framework, we have established a global environmental, health, safety, and sustainability policy and meet requirements, such as environmental aspects evaluation and control, compliance obligations, commitment, training, communication, document control, operational control, emergency preparedness and response, and management review.
Ray, 56, joined us in January 2024 as our Senior Vice President, Chief Legal Officer and Corporate Secretary. From September 2000 to January 2024, Mr.
Ray, 58, joined us in January 2024 as our Senior Vice President, Chief Legal Officer and Corporate Secretary. From September 2000 to January 2024, Mr.
The availability of materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into finished goods.
The availability of materials or components, such as chemicals, silicon wafers, gases, photoresists, semiconductors, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into finished goods.
We and/or our suppliers and service providers could be affected by regional conflicts, civil unrest, labor disruptions, sanctions, tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost.
We and/or our suppliers and service providers could be affected by regional conflicts, acts of war, civil unrest, labor disruptions, sanctions, tariffs, embargoes, or other trade restrictions, and retaliatory actions in response to such actions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost.
Centers of excellence bring expertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with teams such as research and development (“R&D”), product development, human resources, procurement, and supply chain. For our locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing together.
Centers of excellence bring expertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with teams, such as R&D, product development, human resources, procurement, and supply chain. For our locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing together.
Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K. Investors and others should note that we announce material financial information about our business and products through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S.
Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K. Investors and others should note that we announce material, non-public financial information through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S.
All officers serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal. The following presents information, as of August 29, 2024, about our executive officers: Scott R. Allen Corporate Vice President and Chief Accounting Officer Mr. Allen, 56, joined us in September 2020 as Corporate Vice President of Accounting.
All officers serve until their successors are duly chosen or elected and qualified, except in the case of earlier death, resignation, or removal. The following presents information about our executive officers: Scott R. Allen Corporate Vice President and Chief Accounting Officer Mr. Allen, 57, joined us in September 2020 as Corporate Vice President of Accounting. Mr.
There are no family relationships between any of our directors or executive officers. 19 | 2024 10-K Table of Contents Available Information Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number is (208) 368-4000. Information about us is available on our website, www.micron.com.
There are no family relationships between any of our directors or executive officers. 20 Table of Contents Available Information Our executive offices are located at 8000 South Federal Way, Boise, Idaho 83716-9632 and our telephone number is (208) 368-4000. Information about us is available on our website, www.micron.com.
The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted. 20 Table of Contents
The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference in this Annual Report on Form 10-K unless expressly noted. 21 | 2025 10-K Table of Contents
Products such as embedded MultiMediaCards (“eMMC”) and universal flash storage (“UFS”) offer solutions that are compact and reliable making them widely used across the mobile, automotive, and industrial markets. Multi-Chip Packages (“MCPs”) : Designed to provide high-performance, compact, and efficient memory solutions by integrating multiple types of memory, generally LPDRAM, into a single package.
Products such as embedded MultiMediaCards (“e.MMC”) and universal flash storage (“UFS”) offer solutions that are compact and reliable, making them widely used across the mobile, automotive, and industrial markets. Multi-Chip Packages (“MCPs”) : Designed to provide high-performance, compact, and efficient memory solutions by integrating multiple types of memory, generally LPDDR and NAND, into a single package.
Any power shortages, capacity constraints, prolonged outages, or significant or unexpected increases in the cost of power could have a material adverse effect on our business, results of operations, or financial condition. 13 | 2024 10-K Table of Contents Our inability to source materials, supplies, capital equipment, or third-party services could affect our overall production output and our ability to fulfill customer demand.
Any power shortages, capacity constraints, prolonged outages, or significant or unexpected increases in the cost of power could have a material adverse effect on our business, results of operations, or financial condition. Our inability to source materials, supplies, capital equipment, or third-party services could affect our overall production output and our ability to fulfill customer demand.
Mr. Allen was named Corporate Vice President and Chief Accounting Officer in October 2020. From August 2016 to September 2020, Mr. Allen held several executive roles at NetApp, Inc. including Senior Vice President, Chief Accounting Officer. Mr. Allen holds a Bachelor of Business Administration in Accounting from Siena College. April S. Arnzen Executive Vice President and Chief People Officer Ms.
Allen was named Corporate Vice President and Chief Accounting Officer in October 2020. From August 2016 to September 2020, Mr. Allen held several executive roles at NetApp, Inc., including Senior Vice President, Chief Accounting Officer. Mr. Allen holds a Bachelor of Business Administration in Accounting from Siena University (formerly Siena College). April S.
Although our product lines generally use similar manufacturing processes, our costs can be affected by frequent conversions to new products; the allocation of manufacturing capacity to more complex, smaller-volume products; and the reallocation of manufacturing capacity across various product lines. We have commenced expansion of our production capacity in the United States and in other regions where we operate.
Although our product lines generally use similar manufacturing processes, our costs can be affected by frequent conversions to new products; the allocation of manufacturing capacity to more complex, smaller-volume products; and the reallocation of manufacturing capacity across various product lines. 13 | 2025 10-K Table of Contents We have commenced expansion of our production capacity in the United States and in other regions where we operate.
Our DRAM, NAND, and NOR products share a number of common manufacturing processes, enabling us to leverage our product and process technology and certain resources and manufacturing infrastructure across these product lines. 11 | 2024 10-K Table of Contents Our process for manufacturing semiconductor products is complex and involves numerous precise steps, including wafer fabrication, post fabrication processing, assembly, and test.
Our DRAM, NAND, and NOR products share a number of common manufacturing processes, enabling us to leverage our product and process technology and certain resources and manufacturing infrastructure across these product lines. Our process for manufacturing semiconductor products is complex and involves numerous precise steps, including wafer fabrication, post-fabrication processing, assembly, and test.
Automotive : Advancements in autonomous driving, advanced driver-assistance systems, and in-vehicle infotainment systems continue to increase the requirements for high-performing memory and storage products, with higher reliability requirements for leading-edge products. Automotive memory and storage products enable connected, advanced infotainment systems with increasingly larger and higher definition displays and support improved voice and gesture control.
Automotive : Improvements in autonomous driving, advanced driver-assistance systems, in-vehicle infotainment systems, advanced robotaxi platforms, and AI technologies continue to increase the requirements for high-performing memory and storage products, with higher reliability requirements for leading-edge products. Automotive memory and storage products enable connected, advanced infotainment systems with increasingly larger and higher definition displays and support improved voice and gesture control.
Shortages or increases in lead times have occurred in the past, are currently occurring with respect to some materials and components, and may occur from time to time in the future.
Shortages or increases in lead times have occurred in the past, are currently occurring with respect to some materials and components, and may occur from time to time in the future because of the nature of the industry.
PC : Our products sold to the client PC market support both commercial and consumer PC unit growth. The next generation PCs that have been announced contain high-performance neural processing chipsets as well as AI. We expect these devices will have significantly more DRAM content than today’s average PC.
Client : Our products sold to the client PC market support both commercial and consumer PC unit growth. The next generation PCs contain high-performance neural processing chipsets, as well as AI. These devices have significantly more DRAM content than today’s average PC.
We strive to adhere to both our Code of Business Conduct and Ethics (available on our website, www.micron.com) and the RBA code of conduct, which is a demonstration of our commitment to integrity and responsible practices. Additional information about our human capital is included in our 2024 Sustainability Report and our 2023 DEI Annual Report, each available on our website.
We strive to adhere to both our Code of Business Conduct and Ethics (available on our website, www.micron.com) and the RBA Code of Conduct, which is a demonstration of our commitment to integrity and responsible practices. Additional information about our human capital is included in our 2025 Sustainability Report available on our website.
Collaborating with our customers on their design needs in changing end markets and meeting their timelines for qualifying new products allows us to differentiate our memory and storage solutions, which provides greater value to our customers. Our semiconductor memory and storage products are offered under our Micron and Crucial brand names and through private labels.
Collaborating with our customers on their design needs in changing end markets and meeting their timelines for qualifying new products allows us to differentiate our memory and storage solutions, which provides greater value to our customers. 11 | 2025 10-K Table of Contents Our semiconductor memory and storage products are offered under our Micron and Crucial brand names and through private labels.
Product design and development efforts include HBM, DDR5, LPDDR5, high-capacity MRDIMMs, CXL based products, and advanced graphics DRAM; TLC and QLC NAND technologies; mobile and storage solutions (including firmware and controllers) in managed NAND and SSDs; and other memory technologies and systems.
Product design and development efforts include HBM, DDR5, LPDDR5, high-capacity MRDIMMs, compute express link (“CXL”) based products, and advanced graphics DRAM; TLC and QLC NAND technologies; storage solutions (including firmware and controllers) in SSDs and managed NAND; and other memory technologies and systems.
Some of our competitors are large corporations or conglomerates that may have a larger market share and greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.
Some of our competitors are large corporations or conglomerates that may operate in jurisdictions with lower labor and compliance costs and may have a larger market share and greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals. Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues may limit our ability to obtain such materials. Although these rare earth and other materials are generally available from multiple suppliers, China is the predominant producer of these materials.
Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues may limit our ability to obtain such materials. Although these rare earth and other materials are generally available from multiple suppliers, China is a predominant producer of these materials.
Our success is largely dependent on obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and efficient capital spending.
Our success is largely dependent on obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and efficient capital spending. Business Segments In the fourth quarter of 2025, we reorganized our business units.
Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for performance, functionality, and reliability.
Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for performance, functionality, and reliability. R&D expenses can vary significantly depending on the timing of product qualification and product specifications.
Cloud-native workloads are drivers of growth through use-cases like intelligent edge devices capable of AI and augmented reality that store and access data in the cloud or rely on the cloud for compute capability.
Cloud-native workloads are driving growth through use cases such as AI-enabled intelligent edge devices and augmented reality platforms that store and access data in the cloud or rely on the cloud for compute capability.
Securities and Exchange Commission (“SEC”), press releases, public conference calls, blog posts (micron.com/about/blog), and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on such channels.
Securities and Exchange Commission (“SEC”), press releases, public conference calls, blog posts (micron.com/about/blog), posts on X (@MicronTech), and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
Solid State Drives (“SSDs”) : SSD storage products incorporate NAND, a controller, and firmware to offer significant performance and features over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, and lower power consumption needed to address the growing demands of data-centric workloads, ever-increasing expectations of client users, and the stringent requirements of automotive and industrial applications.
Our NAND Flash includes triple-level cell (“TLC”) and quad-level cell (“QLC”), each with varying levels of storage density, performance, and endurance. 8 Table of Contents Solid State Drives (“SSDs”) : SSD storage products incorporate NAND, a controller, and firmware to offer significant performance and features over hard disk drives, including smaller form factors, faster read and write speeds, higher reliability, and lower power consumption needed to address the growing demands of data-centric workloads, ever-increasing expectations of client users, and the stringent requirements of automotive and industrial applications.
In addition, the May 2023 decision by China’s Cyberspace Administration (the “CAC”) that critical information infrastructure operators in China may not purchase Micron products had an adverse impact on our ability to compete effectively in China and elsewhere.
In addition, the May 2023 decision by China’s Cyberspace Administration (the “CAC”) that critical information infrastructure operators in China may not purchase Micron products had an adverse impact on our ability to compete effectively in China and elsewhere. We intend to advance our process technology to increase bit output per wafer, improve yields, and increase wafer supply.
Bokan holds a BS in Business Administration from Colorado State University. Scott J. DeBoer Executive Vice President, Technology & Products Dr. DeBoer, 58, joined us in February 1995 and has served in various leadership positions since that time. Dr.
Cordano holds a BS from the University of Colorado, Boulder. Scott J. DeBoer Executive Vice President, Chief Technology and Products Officer Dr. DeBoer, 59, joined us in February 1995 and has served in various leadership positions since that time. Dr.
Patents and Licenses As of August 29, 2024, we owned approximately 14,500 active U.S. patents and 7,000 active foreign patents. In addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms expiring through 2043.
Patents and Licenses As of August 28, 2025, we have been granted over 60,000 patents and we owned approximately 15,000 active U.S. patents and 7,500 active foreign patents. In addition, we have thousands of U.S. and foreign patent applications pending. Our patents have various terms expiring through 2044.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Certain Concentrations.” Competitive Conditions We face intense competition in the semiconductor memory and storage markets from a number of companies, including Kioxia Holdings Corporation; Samsung Electronics Co., Ltd.; SK hynix Inc.; and Western Digital Corporation. Our competitors may use aggressive pricing to obtain market share.
Competitive Conditions We face intense competition in the semiconductor memory and storage markets from a number of companies, including Samsung Electronics Co., Ltd.; SK hynix Inc.; Kioxia Holdings Corporation; Sandisk Corporation; ChangXin Memory Technologies, Inc. (“CXMT”); and Yangtze Memory Technologies Co., Ltd. (“YMTC”). Our competitors may use aggressive pricing to obtain market share.
In addition, if any of our suppliers were to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not be able to obtain the needed supply in a timely way or at all from other providers.
In addition, if any of our suppliers were to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not be able to obtain the needed supply in a timely manner or at all from other providers. 14 Table of Contents Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals.
The need for reliable and high-performance memory solutions in these applications is critical. 9 | 2024 10-K Table of Contents Consumer embedded : Embedded memory and storage solutions are used in a diverse set of consumer products, including service provider and IP set-top boxes, digital home assistants, digital still and video cameras, home networking, ultra-high-definition televisions, augmented reality and virtual reality headsets, and many more applications.
Consumer Embedded : Embedded memory and storage solutions are used in a diverse set of consumer products, including service provider and IP set-top boxes, digital home assistants, digital still and video cameras, home networking, ultra-high-definition televisions, augmented reality and virtual reality headsets.
MBU offers a comprehensive portfolio of MCPs and managed NAND, including products which combine eMMC/UFS solutions with LPDRAM, along with a suite of unique firmware features designed for next-generation smartphones and to accelerate AI applications in the mobile market. The proliferation of smartphones, tablets, and other mobile devices continues to increase the demand for memory chips.
MCBU offers a portfolio of MCPs and managed NAND, including products which combine e.MMC/UFS solutions with LPDDR, along with a suite of unique firmware features designed for next-generation smartphones and to accelerate AI applications in the mobile market.
High-Bandwidth Memory (“HBM”) : A 3D stacked DRAM architecture that utilizes through-silicon via (“TSV”) connections for a more efficient communication between each stack giving it the ability to achieve a higher bandwidth while consuming less power compared to other memory types.
High-Bandwidth Memory (“HBM”) : A 3D stacked DRAM architecture that utilizes through-silicon via (“TSV”) connections for more efficient communication giving it the ability to achieve a higher bandwidth while consuming less power compared to other memory types. This makes it ideal for applications that require high data throughput and energy efficiency, such as AI applications and high-performance computing.
If China were to restrict or stop exporting these materials, our suppliers’ ability to obtain such supply may be constrained, and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost.
China has in the past restricted export of certain of these materials and may in the future continue to restrict, expand restrictions, or stop exporting these or other materials, and as a result, our suppliers’ ability to obtain such supply may be constrained, and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner or at a commercially reasonable cost.
DDR5 is the fifth generation of this technology and offers the critical improvements in bandwidth and power efficiency necessary to meet the growing needs of high-performance computing, AI, and data-intensive applications.
Double Data Rate (“DDR”) : DDR memory transfers data twice per clock cycle resulting in improved speeds, power efficiency, and storage density. DDR5 is the fifth generation of this technology and offers the critical improvements in bandwidth and power efficiency necessary to meet the growing needs of high-performance computing, AI, and data-intensive applications.
Total reported DRAM revenue was $17.60 billion in 2024, $10.98 billion in 2023, and $22.39 billion in 2022. NAND : NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the data center, client PC, consumer, and automotive markets and in removable storage markets.
NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the data center, client PC, consumer, and automotive markets, and in removable storage markets. Managed NAND is used in smartphones and other mobile devices, and in the consumer, automotive, and embedded markets.
Our embedded memory and storage solutions enable intelligent edge devices in the consumer products market to store, connect, and transform information in the IoT. EBU reported revenue of $4.61 billion 2024, $3.64 billion in 2023, and $5.24 billion in 2022.
Our embedded memory and storage solutions enable intelligent edge devices in the consumer products market to store, connect, and transform information in the IoT. Total reported AEBU revenue was $4.75 billion in 2025, $4.63 billion in 2024, and $4.14 billion in 2023.
DeBoer was named Executive Vice President, Technology Development in June 2017 and named Executive Vice President, Technology & Products in September 2019. Dr. DeBoer holds a PhD in Electrical Engineering and an MS in Physics from Iowa State University. He completed his undergraduate degree at Hastings College. 18 Table of Contents Sanjay Mehrotra President, Chief Executive Officer, and Director Mr.
DeBoer was named Executive Vice President, Technology Development in June 2017, named Executive Vice President, Technology & Products in September 2019, and named Executive Vice President, Chief Technology and Products Officer in October 2024. Dr. DeBoer holds a PhD in Electrical Engineering and an MS in Physics from Iowa State University.
Additional R&D efforts are concentrated on the enablement of advanced computing, storage, and mobile memory architectures and the investigation of new opportunities that leverage our core semiconductor expertise.
We are also focused on developing new and fundamentally different memory structures, materials, and packages designed to facilitate our transition to next generation products. Additional R&D efforts are concentrated on the enablement of advanced computing, storage, and mobile memory architectures and the investigation of new opportunities that leverage our core semiconductor expertise.
These devices require high-performance memory to support various applications, from gaming to productivity. Smartphones offer tremendous potential for personalized AI capabilities that offer greater security and responsiveness when executed on the device. Enabling these on-device AI capabilities is driving increased memory and storage capacity needs and increasing demand for new value-add solutions.
Smartphones offer tremendous potential for personalized AI capabilities that offer greater security and responsiveness when executed on the device. Enabling these on-device AI capabilities is driving increased memory and storage capacity needs and increasing demand for new value-add solutions. We are focused on providing solutions to the high-end smartphone segments, leveraging our 1ß and 1γ technology nodes for LPDDR5X.
Our client SSDs, targeted for leading personal computer OEMs, have mostly replaced hard disk drives used in notebooks, desktops, workstations, and other consumer applications, and deliver high performance, power efficiency, security, and capacity. In 2024, we expanded our technology portfolio with the 3500 NVMe SSD, our first performance client SSD built on Micron G8 NAND.
Our client SSDs, targeted for leading personal computer OEMs, have mostly replaced hard disk drives used in notebooks, desktops, workstations, and other consumer applications, and deliver high performance, power 10 Table of Contents efficiency, security, and capacity.
From time to time, we sell and/or license our technology to other parties and continue to pursue opportunities to monetize our investments in our intellectual property through partnering and other arrangements. We have also jointly developed memory and storage product and process technology with third parties on a limited basis.
From time to time, we sell and/or license our technology to other parties, and we continue to pursue opportunities to monetize our investments in our intellectual property through partnering and other arrangements. We have a number of patent and intellectual property license agreements and have, from time to time, licensed or sold our intellectual property to third parties.
We face intense competition in the semiconductor memory and storage markets. To remain competitive we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures.
To remain competitive, we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures, changing technologies, rapid market changes, and regulatory uncertainty.
Additionally, rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products. If competitors are more successful at developing or implementing new product or process technology, their products could have cost or performance advantages.
Additionally, rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products.
In particular, we face the threat of increasing competition as a result of significant investment in the semiconductor industry by the Chinese government and various state-owned or affiliated entities, in companies such as Yangtze Memory Technologies Co., Ltd. (“YMTC”) and ChangXin Memory Technologies, Inc. (“CXMT”).
As a result, we face the threat of increasing competition and DRAM and NAND oversupply due to significant investment in the semiconductor industry, including by the Chinese government and various state-owned or affiliated entities, such as CXMT and YMTC.
Our primary R&D centers are located in Boise, Idaho; San Jose, California; India; Japan; Taiwan; China; Italy; Singapore; Germany; Malaysia; and other sites in the United States. 14 Table of Contents R&D expenses vary primarily with the number of development and pre-qualification wafers processed and end-product solutions developed, personnel costs, and the cost of advanced equipment dedicated to new product and process development, such as investments in EUV lithography equipment.
R&D expenses vary primarily with the number of development and pre-qualification wafers processed and end-product solutions developed, personnel costs, and the cost of advanced equipment dedicated to new product and process development, such as investments in EUV lithography equipment.
Concurrent semiconductor expansion projects across the industry introduce significant competition for the limited pool of construction talent with requisite expertise and experience in these regions.
Concurrent semiconductor expansion projects across the industry introduce significant competition for the limited pool of construction talent with requisite expertise and experience in these regions. As such, expanding production capacity in the United States and certain other regions may introduce more challenges than we would experience in geographies with more established ecosystems.
This enhanced version of the third generation of HBM delivers faster data rates, improved thermal response, and a higher monolithic die density within the same package footprint as previous generations. We have also started shipments of production-capable HBM3E 12-high 36GB units to enable qualifications across the AI ecosystem.
In the fourth quarter of 2025, HBM3E 12-high represented the majority of our HBM shipments. This enhanced version of HBM delivers faster data rates, improved thermal response, and a higher monolithic die density within the same package footprint as previous generations. In 2025, we delivered samples of HBM4 36GB 12-high to multiple key customers to power next-generation AI platforms.
This fully integrated solution enables improved performance, power efficiency, and security features for data center operators. PC: The next generation PCs contain high-performance neural processing chipsets as well as AI capabilities and require higher performance and higher average capacity SSDs than traditional PCs.
Client and Consumer SSDs : The next generation PCs contain high-performance neural processing chipsets, as well as AI capabilities, and require higher performance and higher average capacity SSDs than traditional PCs.
Our safety program creates a unified corporate safety culture by establishing a formal training structure and common safety practices across our global facilities. In addition to our proactive efforts on safety, our team member wellbeing program offers resources across our five pillars (physical, mental, social, career, and financial).
In addition to our proactive efforts on safety, our team member well-being program offers resources across our five pillars (physical, mental, social, career, and financial).
Total reported NAND revenue was $7.23 billion in 2024, $4.21 billion in 2023, and $7.81 billion in 2022. 7 | 2024 10-K Table of Contents NOR : NOR products are non-volatile, re-writable semiconductor memory devices that provide fast read speeds.
MCPs are used in embedded internet of things (“IoT”) applications, automotive systems, mobile devices, and industrial devices where space and power efficiency are critical. Total reported NAND revenue was $8.50 billion in 2025, $7.23 billion in 2024, and $4.21 billion in 2023. NOR: NOR products are non-volatile, re-writable semiconductor memory devices that provide fast read speeds.
We make significant investments to develop proprietary product and process technology, which generally increases bit density per wafer and reduces per-bit manufacturing costs of each generation of product. We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, and increased memory density.
We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, and increased memory density. We face intense competition in the semiconductor memory and storage markets.
We may need to obtain additional licenses or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual property and partnering arrangements. We are unable to predict whether these license agreements can be obtained or renewed on terms acceptable to us.
Some of these license agreements require us to make one-time or periodic payments while others have resulted in us receiving payments. We may need to obtain additional licenses or renew existing license agreements in the future, and we may enter into additional sales or licenses of intellectual property and partnering arrangements.
Data center: CNBU sales to the data center end market were driven primarily by server demand across the cloud and enterprise markets and solutions offered to the networking market. Overall cloud growth continues to be driven by the shift of both infrastructure and workloads from on-premises to the cloud.
Data Center : CMBU sales to the data center end market are driven by server demand across the cloud market and includes our portfolio of HBM, high-capacity dual in-line memory modules (“DIMMs”), and low-power server DRAM solutions. Overall cloud growth continues to be driven by the shift of both infrastructure and workloads from on-premises to the cloud.
This makes it ideal for applications that require high data throughput and energy efficiency, such as AI applications and high-performance computing. Graphics DRAM (“GDDR”) : High performance memory solution designed for graphics cards, gaming consoles, and high-performance computing applications. GDDR memory is optimized for high-bandwidth workloads encountered by graphics processing units, offering faster data rates and efficient data processing capabilities.
Graphics DRAM (“GDDR”) : High-performance memory solution designed for graphics cards, gaming consoles, and high-performance computing applications. GDDR memory is optimized for high-bandwidth workloads encountered by graphics processing units, offering faster data rates and efficient data processing capabilities. Total reported DRAM revenue was $28.58 billion in 2025, $17.60 billion in 2024, and $10.98 billion in 2023.
We are committed to developing team members at all stages of their careers, including on-the-job training, continuing education, a robust mentoring program, and numerous internal certifications and training. In addition, we develop and accelerate our leaders’ careers through targeted learning that helps them move to higher-level positions or across functions.
We are committed to empowering our team members through continuous learning, developing team members at all stages of their careers, including on-the-job training, continuing education, a robust mentoring program, and numerous internal certifications and training. We equip our team members with the latest AI tools and training to unlock human potential and labor productivity.
Products, Market, and Sales Product Technologies Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performance semiconductor memory and storage technologies, including DRAM, NAND, and NOR. We sell our products through our business units into various markets in numerous forms, including: components, modules, SSDs, managed NAND, multi-chip packages, and wafers.
We sell our products through our business units into various markets in numerous forms, including components, modules, SSDs, managed NAND, multi-chip packages, and wafers. Many of our system-level solutions combine NAND, a controller, firmware, and in some cases DRAM.
Bhatia holds a BS and MS in Mechanical Engineering and an MBA, each from the Massachusetts Institute of Technology. Michael W. Bokan Senior Vice President, Worldwide Sales Mr. Bokan, 63, joined us in 1996 and has served in various leadership positions since that time. Mr. Bokan was named Senior Vice President, Worldwide Sales in October 2018. Mr.
Bhatia holds a BS and MS in Mechanical Engineering and an MBA, each from the Massachusetts Institute of Technology. Michael D. Cordano Executive Vice President, Worldwide Sales Mr. Cordano, 61, joined us in January 2025 as our Executive Vice President, Worldwide Sales. Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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In addition, some governments may provide, or have provided and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.
In addition, governments have provided, and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.
These barriers include achieving acceptable yields and quality for HBM products with their multiple memory chip layers, potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, developing advanced packaging solutions, improving power consumption and reliability, and delivering advanced features and higher performance.
These barriers include achieving acceptable yields and quality for HBM products with their multiple chip layers, potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, developing advanced packaging solutions, improving power consumption and reliability, and delivering advanced features and higher performance.
Manufacturing system-level solutions to customer specifications requires a longer development cycle, as compared to discrete products, to design, test, and qualify, which may increase our costs. Some of our system solutions are increasingly dependent on sophisticated firmware that may require significant customization to meet customer specifications, which increases our costs and time to market.
Manufacturing system-level solutions to customer specifications requires a longer development cycle, as compared to discrete products, to design, test, and qualify, which may increase our costs. Some of our system-level solutions are increasingly dependent on sophisticated firmware that may require significant customization to meet customer specifications, which increases our costs and time to market.
Any such event, or the perception it has occurred, may result in significant losses and damage our reputation with customers and suppliers and may expose us to claims, demands, and litigation. Systems and applications that incorporate or otherwise utilize our products are also targets for cyberattacks.
Any such event, or the perception it has occurred, may result in significant losses and damage our reputation with customers and suppliers and may expose us to claims, demands, and litigation. Products and the systems and applications that incorporate or otherwise utilize our products are also targets for cyberattacks.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals. Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues may limit our ability to obtain such materials. Although these rare earth and other materials are generally available from multiple suppliers, China is the predominant producer of these materials.
Certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals. Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues may limit our ability to obtain such materials. Although these rare earth and other materials are generally available from multiple suppliers, China is a predominant producer of these materials.
We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future. In the past five years, annual percentage changes in DRAM average selling prices have ranged from plus low-teen percentage range to a minus high-40% range.
We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future. In the past five years, annual percentage changes in DRAM average selling prices have ranged from plus low 40% to a minus high 40% range.
We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store, and transmit data relating to our customers and employees, including sensitive personal information.
We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store, and transmit data relating to our customers, suppliers, and employees, including sensitive personal information.
We and our subcontractors maintain operations and continuously implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, and China.
We and our subcontractors maintain operations and continuously implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple locations in several countries including the United States, Singapore, Taiwan, Japan, Malaysia, China, and India.
Our future business plans are impacted by obtaining these government incentives, which may take various forms, including grants, subsidies, loans, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development activities to qualify for such incentives or could restrict us from undertaking certain activities.
Our future business plans may be impacted by obtaining these government incentives, which may take various forms, including grants, subsidies, loans, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development activities to qualify for such incentives or could restrict us from undertaking certain activities.
From time to time, we have experienced the impacts from the above items and, because these risks are a characteristic of our business, we expect to experience them in the future.
From time to time, we have experienced impacts from certain of the above items and, because these risks are a characteristic of our business, we expect to experience them in the future.
In addition, if any of our suppliers were to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not be able to obtain the needed supply in a timely way or at all from other providers.
In addition, if any of our suppliers were to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not be able to obtain the needed supply in a timely manner or at all from other providers.
Any inability of our current or potential future customers to pay us for our products may adversely affect our earnings and cash flow. As a result, downturns in regional or worldwide economies could have a material adverse effect on our business, results of operations, or financial condition.
Any inability of our current or potential future customers to pay us for our products may adversely affect our earnings and cash flow. As a result, downturns or ongoing adverse conditions in regional or worldwide economies could have a material adverse effect on our business, results of operations, or financial condition.
As we continue to focus on developing system solutions with manufacturers of consumer products, including autonomous driving, augmented reality, AI, and others, we may be exposed to greater potential for personal liability claims against us as a result of consumers’ use of those products.
As we continue to focus on developing system solutions with manufacturers of consumer products, including autonomous driving, augmented reality, humanoid robots, AI, and others, we may be exposed to greater potential for personal liability claims against us as a result of consumers’ use of those products.
From time to time, we have because of the nature of our business, and may in the future, enter into restructure initiatives in order to, among other items, streamline our operations, respond to changes in business conditions, our markets, or product offerings, or to centralize certain key functions.
From time to time, we have because of the nature of our business, and may in the future, enter into restructure initiatives in order to, among other items, streamline our operations, increase our synergies, respond to changes in business conditions, our markets, or product offerings, or to centralize certain key functions.
Acquisitions and the formation or operation of alliances, such as joint ventures and other partnering arrangements, involve numerous risks, including the following: • integrating the operations, technologies, and products of acquired or newly formed entities into our operations; • increasing capital expenditures to upgrade and maintain facilities; • increased debt levels; • the assumption of unknown or underestimated liabilities; • the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D expenditures, and other business activities; • diverting management’s attention from daily operations; • managing larger or more complex operations and facilities and employees in separate and diverse geographic areas; • hiring and retaining key employees; • requirements imposed by government authorities in connection with the regulatory review of a transaction, which may include, among other things, divestitures, imposition of significant obligations, or restrictions on the conduct of our business or the acquired business; • underestimating the costs or overestimating the benefits, including product, revenue, cost and other synergies and growth opportunities that we expect to realize, and we may not achieve those benefits; • failure to maintain customer, vendor, and other relationships; • inadequacy or ineffectiveness of an acquired company’s internal financial controls, disclosure controls and procedures, compliance programs, and/or environmental, health and safety, anti-corruption, human resource, or other policies or practices; and • impairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions or technological advancements.
Acquisitions and strategic transactions, such as joint ventures and other partnering arrangements, involve numerous risks, including the following: • integrating the operations, technologies, and products of acquired or newly formed entities or strategic partnerships into our operations; • increasing capital expenditures to upgrade and maintain facilities; • increased debt levels; • the assumption of unknown or underestimated liabilities; • the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D expenditures, and other business activities; • diverting management’s attention from daily operations; • managing larger or more complex operations and facilities and employees in separate and diverse geographic areas; • hiring and retaining key employees; • requirements imposed by government authorities in connection with the regulatory review of a transaction, which may include, among other things, divestitures, imposition of significant obligations, or restrictions on the conduct of our business or the acquired business; • underestimating the costs or overestimating the benefits, including product, revenue, cost and other synergies and growth opportunities that we expect to realize, and we may not achieve those benefits; • failure to maintain customer, vendor, and other relationships; • inadequacy or ineffectiveness of an acquired company’s internal financial controls, disclosure controls and procedures, compliance programs, and/or environmental, health and safety, anti-corruption, human resources, or other policies or practices; and • impairment of acquired intangible assets, goodwill, or other assets as a result of changing business conditions or technological advancements.
Political, economic, or other actions may adversely affect our operations in Taiwan. A majority of our DRAM production output in 2024 was from our fabrication facilities in Taiwan, and any loss of output could have a material adverse effect on us.
Political, economic, or other actions may adversely affect our operations in Taiwan. A majority of our DRAM production output in 2025 was from our fabrication facilities in Taiwan, and any loss of output could have a material adverse effect on us.
International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export restrictions, trade barriers, tariffs, and other trade measures that can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers or markets, limit our ability to procure, or increase our costs for, components or raw materials, impede or slow the movement of our goods across borders, impede our ability to perform R&D activities, or otherwise restrict our ability to conduct operations.
International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export restrictions, trade barriers, tariffs, and other measures, as well as retaliatory actions, that can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers or markets, limit our ability to procure, or increase our costs for, components or raw materials, impede or slow the movement of our goods across borders, impede our ability to perform R&D activities, or otherwise restrict our ability to conduct operations.
We strive to balance our demand and supply for each technology node, but the dynamics of our markets and our customers can create periods of imbalance, which can lead us to carry elevated inventory levels.
We strive to balance our demand and supply for each technology node, but the dynamics of our markets and our customers can create periods of imbalance, which can lead us to carry elevated inventory levels and underutilized capacity.
There can be no assurance of the following: • we will be successful in developing competitive new semiconductor memory and storage technologies and products; • we will be able to cost-effectively manufacture new products; • we will be able to successfully market these technologies; • margins generated from sales of these products will allow us to recover costs of development efforts; • we will be able to establish or maintain key relationships with customers, or that we will not be prohibited from working with certain customers, for specific chip set or design requirements; • we will accurately predict and design products that meet our customers' specifications; or • we will be able to introduce new products into the market and qualify them with our customers on a timely basis.
There can be no assurance of the following: • we will be successful in developing competitive new semiconductor memory and storage technologies and products; • we will be able to cost-effectively manufacture new products; • we will be able to successfully achieve revenue targets for these technologies; • margins and cash flows generated from sales of these products will allow us to recover costs of development efforts; • we will be able to establish or maintain key relationships with customers, or that we will not be prohibited from working with certain customers, for specific chip set or design requirements; • we will accurately predict and design products that meet our customers’ specifications; or • we will be able to introduce new products into the market and qualify them with our customers on a timely basis.
Any of the above factors could have a material adverse effect on our business, results of operations, or financial condition. 26 Table of Contents Our incentives from various governments are conditioned upon achieving or maintaining certain outcomes and the compliance requirements and are subject to reduction, termination, clawback, or could impose certain limitations on our business.
Any of the above factors could have a material adverse effect on our business, results of operations, or financial condition. 28 Table of Contents Our incentives from various governments are conditioned upon achieving or maintaining certain outcomes and satisfying compliance requirements and are subject to reduction, termination, or clawback, and could impose certain limitations on our business.
Further changes in trade policy, tariffs, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies.
Further changes in trade policy, tariffs, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, reduce customer demand for our products, or inhibit our ability to sell products or purchase necessary equipment and supplies.
From time to time, we experience problems with nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further diversified and expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application.
From time to time, we experience problems with non-conforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further diversified and expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application.
Acquisitions of, or alliances with, technology companies are inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial condition. We may incur restructure charges in future periods and may not realize expected savings or other benefits from restructure plans.
Acquisitions of, or strategic transactions with, technology companies are inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial condition. We may incur restructure charges in future periods and may not realize expected savings or other benefits from restructure plans.
Violations of trade laws, restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees; prohibitions on the conduct of our business; and damage to our reputation. Tax-related matters could have a material adverse effect on our business, results of operations, or financial condition.
Violations of trade laws, restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees; prohibitions on the conduct of our business; and damage to our reputation. 40 Table of Contents Tax-related matters could have a material adverse effect on our business, results of operations, or financial condition.
From time to time, there have been disruptions in our manufacturing operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures.
From time to time, there have been disruptions in our manufacturing operations as a result of power outages, improperly functioning equipment and facilities, disruptions in supply of raw materials or components, or equipment failures.
Risks Related to Capitalization and Financial Markets • our ability to generate sufficient cash flows or obtain access to external financing; • our debt obligations; • changes in foreign currency exchange rates; • counterparty default risk; • volatility in the trading price of our common stock; and • fluctuations in the amount and frequency of our common stock repurchases and payment of cash dividends and resulting impacts. 21 | 2024 10-K Table of Contents Risks Related to Our Business, Operations, and Industry Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.
Risks Related to Capitalization and Financial Markets • our ability to generate sufficient cash flows or obtain access to external financing; • our debt obligations; • changes in foreign currency exchange rates; • counterparty default risk; • volatility in the trading price of our common stock; and • fluctuations in the amount and frequency of our common stock repurchases and payment of cash dividends and resulting impacts. 22 Table of Contents Risks Related to Our Business, Operations, and Industry Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.
The implementation of AI can be costly and there is no guarantee that our use of AI will enhance our technologies, benefit our business operations, or produce products and services that are preferred by our customers. AI will likely increase or change the competitive environment in our markets.
The implementation of AI can be costly and there is no guarantee that our use of AI will enhance our technologies, benefit our business operations, or produce products and services that are preferred by our customers. AI will continue to increase or change the competitive environment in our markets.
Depending on the nature and extent of the impact from these risks, we may be unable to produce sufficient capacity in the expected time frame which could result in delays in the completion of our construction projects and increased costs, including costs to operate these facilities.
Depending on the nature and extent of the impact from these risks, we may be unable to produce sufficient capacity in the expected timeframe which could result in delays in the completion of our construction projects and increased costs, including costs to operate these facilities.
The availability of materials or components such as chemicals, silicon wafers, gases, photoresist, controllers, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into finished goods.
The availability of materials or components, such as chemicals, silicon wafers, gases, photoresists, semiconductors, substrates, lead frames, printed circuit boards, targets, and reticle glass blanks is impacted by various factors. These factors could include a shortage of raw materials or a disruption in the processing or purification of those raw materials into finished goods.
We and/or our suppliers and service providers could be affected by regional conflicts, civil unrest, labor disruptions, sanctions, tariffs, embargoes, or other trade restrictions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost.
We and/or our suppliers and service providers could be affected by regional conflicts, acts of war, civil unrest, labor disruptions, sanctions, tariffs, embargoes, or other trade restrictions, and retaliatory actions in response to such actions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of our materials and/or increase the cost.
While some of our products contain encryption, security algorithms, or features designed to help protect third-party content, user-generated data stored on our products, or the functionality of our products as intended, systems and applications that utilize these products could still be hacked or the encryption schemes could be compromised, breached, or circumvented by motivated and sophisticated attackers.
While some of our products contain encryption, security algorithms, or features designed to help protect third-party content, user-generated data stored on our products, or the functionality of our products as intended, systems and applications that utilize these products could be compromised, breached, or circumvented by motivated attackers.
Risk Factor Summary Risks Related to Our Business, Operations, and Industry • volatility in average selling prices of our products; • a range of factors that may adversely affect our gross margins; • our international operations, including geopolitical risks; • the highly competitive nature of our industry; • our ability to develop and produce new and competitive memory and storage technologies and products; • realizing expected returns from capacity expansions; • achieving or maintaining certain outcomes and the compliance requirements associated with incentives from various governments; • availability and quality of materials, supplies, electrical power, water, and capital equipment, or dependency on third-party service providers; • a downturn in regional or worldwide economies; • disruptions to our manufacturing process from operational issues, natural disasters, or other events; • dependency on a select number of key customers, including international customers; • products that fail to meet specifications, are defective, or are incompatible with end uses; • breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions of our systems or those of our customers, suppliers, or business partners; • uncertainties and outcomes associated with the use and evolution of AI; • attracting, retaining, and motivating highly skilled employees; • responsible sourcing requirements and related regulations; • environmental, social, and governance expectations or standards; • acquisitions and/or alliances; and • restructure plans may not realize expected savings or other benefits.
Risk Factor Summary Risks Related to Our Business, Operations, and Industry • volatility in average selling prices of our products; • a range of factors that may adversely affect our gross margins; • our international operations, including geopolitical risks; • the highly competitive nature of our industry; • our ability to develop and produce new and competitive memory and storage technologies and products; • realizing expected returns from capacity expansions; • achieving or maintaining certain outcomes and the compliance requirements associated with incentives from various governments; • availability and quality of materials, supplies, electrical power, gas, water, and capital equipment, or dependency on third-party service providers; • a downturn or ongoing adverse conditions in regional or worldwide economies; • disruptions to our manufacturing process from operational issues, natural disasters, or other events; • dependency on certain customers, including international customers, and end markets; • products that fail to meet specifications, are defective, or are incompatible with end uses; • breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions of our systems or those of our customers, suppliers, or business partners; • uncertainties and outcomes associated with the use and evolution of AI; • attracting, retaining, and motivating highly skilled employees; • responsible sourcing requirements and related regulations; • sustainability and governance expectations or standards; • acquisitions and/or strategic transactions; and • restructure plans may not realize expected savings or other benefits.
The disruption of our supply of materials, components, or services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition. Our operations are dependent on a reliable and uninterrupted supply of electrical power and water to our manufacturing facilities.
The disruption of our supply of materials, components, or services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition. 30 Table of Contents Our operations are dependent on a reliable and uninterrupted supply of electrical power, gas, and water to our manufacturing facilities.
We and many of our customers have adopted responsible sourcing programs that require us to meet certain environmental, social and governance criteria, and to periodically report on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs.
We and many of our customers have adopted responsible sourcing programs that require us to meet certain sustainability, governance, or other criteria, and to periodically report on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs.
Such risks and uncertainties include: • reputational harm, including damage to our relationships with customers, suppliers, investors, governments, or other stakeholders; • adverse impacts on our ability to manufacture and sell products and maintain our market share; • the success of our collaborations with third parties; • increased risk of litigation, investigations, or regulatory enforcement action; • unfavorable environmental, social, and governance ratings or investor sentiment; • diversion of resources and increased costs to control, assess, and report on environmental, social, and governance metrics; • our ability to achieve our goals, commitments, and targets within timeframes announced; • increased costs to achieve our goals, commitments, and targets; • unforeseen operational and technological difficulties; • access to and increased cost of capital; and • adverse impacts on our stock price.
Such risks and uncertainties include: • reputational harm, including damage to our relationships with customers, suppliers, investors, governments, or other stakeholders; • adverse impacts on our ability to manufacture and sell products and maintain our market share; • the success of our collaborations with third parties; • loss of business due to failure to meet our customers’ sustainability targets; • increased risk of litigation, investigations, or regulatory enforcement action; • unfavorable sustainability and governance ratings or investor sentiment; • diversion of resources and increased costs to control, assess, and report on sustainability and governance metrics; • our ability to achieve our goals, commitments, and targets within timeframes announced; • increased costs to achieve our goals, commitments, and targets; • unforeseen operational and technological difficulties; • access to and increased cost of capital; and • adverse impacts on our stock price.
In the event of such default, we could incur significant losses, which could have a material adverse effect on our business, results of operations, or financial condition. 40 Table of Contents The trading price of our common stock has been and may continue to be volatile.
In the event of such default, we could incur significant losses, which could have a material adverse effect on our business, results of operations, or financial condition. 43 | 2025 10-K Table of Contents The trading price of our common stock has been and may continue to be volatile.
Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition. 31 | 2024 10-K Table of Contents Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.
Any of the foregoing items could have a material adverse effect on our business, results of operations, or financial condition. Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.
Similarly, if our customers experience disruptions to their supplies, materials, components, or services, or the extension of their lead times, they may reduce, cancel, or alter the timing of their purchases with us, which could have a material adverse effect on our business, results of operations, or financial condition. Downturns in regional or worldwide economies may harm our business.
Similarly, if our customers experience disruptions to their supplies, materials, components, or services, or the extension of their lead times, they may reduce, cancel, or alter the timing of their purchases with us, which could have a material adverse effect on our business, results of operations, or financial condition.
Our international operations are subject to a number of risks, including: • restrictions on sales of goods or services to one or more of our significant foreign customers; • export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds, including currency controls in China, which could negatively affect the amount and timing of payments from certain of our customers and, as a result, our cash flows; • compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, and similar rules and regulations; • theft of intellectual property; • political and economic instability, including instability resulting from domestic and international conflicts; • government actions or civil unrest preventing the flow of products and materials, including delays in shipping and obtaining products and materials, cancellation of orders, or loss or damage of products; • problems with the transportation or delivery of products and materials; • issues arising from cultural or language differences and labor unrest; • longer payment cycles and greater difficulty in collecting accounts receivable; • compliance with trade, technical standards, and other laws in a variety of jurisdictions; • contractual and regulatory limitations on the ability to maintain flexibility with staffing levels; • disruptions to manufacturing or R&D activities as a result of actions imposed by foreign governments; • changes in economic policies of foreign governments; • difficulties in staffing and managing international operations; and • public health issues.
Our international operations are subject to a number of risks, including: • restrictions on sales of goods or services to one or more of our significant foreign customers; • export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds, including currency controls and global tariffs, which could negatively affect the amount and timing of payments from certain of our customers and, as a result, our cash flows; 24 Table of Contents • compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, intellectual property, cybersecurity and data privacy laws, and similar rules and regulations; • theft of intellectual property; • political and economic instability, including instability resulting from domestic and international conflicts; • government actions or civil unrest preventing the flow of products and materials, including delays in shipping and obtaining products and materials, cancellation of orders, or loss or damage of products; • public perception of governments in the regions where we operate; • problems with the transportation or delivery of products and materials; • issues arising from cultural or language differences and labor unrest; • longer payment cycles and greater difficulty in collecting accounts receivable; • compliance with trade, technical standards, and other laws in a variety of jurisdictions; • contractual and regulatory limitations on the ability to maintain flexibility with staffing levels; • disruptions to manufacturing or R&D activities as a result of actions imposed by governments; • changes in economic policies of foreign governments; • loss of market share in foreign jurisdictions resulting from political and regulatory uncertainty regarding possible trade restrictions, domestic sourcing initiatives, or other government actions; • difficulties in staffing and managing international operations; and • public health issues.
This expansion activity may involve accidents, which could result in project delays, litigation, claims or disputes by our contractors and others, as well as increased insurance costs. 36 Table of Contents While the risks of our construction projects are covered by insurance and contractual indemnities from our contractors, we may not have insurance coverage or rights to indemnity for all risks.
Expansion and renovation activities may involve accidents, which could result in project delays, litigation, claims or disputes by our contractors and others, as well as increased insurance costs. While the risks of our construction projects are covered by insurance and contractual indemnities from our contractors, we may not have insurance coverage or rights to indemnity for all risks.
Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones, automobiles, and servers. Reduced demand for these or other products could result in significant decreases in our average selling prices and product sales.
Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones, automobiles, and servers. Reduced demand for memory and storage products could result in significant decreases in our average selling prices and product sales.
Any political, economic, or other actions may also adversely affect our customers and the technology industry supply chain, for which Taiwan is a central hub, and as a result, could have a material adverse impact on us. The semiconductor memory and storage markets are highly competitive.
Any political, economic, or other actions may also adversely affect our customers and the technology industry supply chain, for which Taiwan is a central hub, and as a result, could have a material adverse impact on us. 25 | 2025 10-K Table of Contents The semiconductor memory and storage markets are highly competitive.
This could result in a significant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or financial condition. A significant portion of our revenue is concentrated with a select number of customers.
This could result in a significant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which could have a material adverse effect on our business, results of operations, or financial condition. A significant portion of our revenue is concentrated with certain customers and end markets.
A reduction in or elimination of our dividend payments could have a negative effect on the trading price of our stock. In addition, the payment of dividends is a use of cash, which may reduce the availability of cash for other business purposes, including investments, acquisitions, or repayment of indebtedness. ITEM 1B.
A reduction in or elimination of our dividend payments could have a negative effect on the trading price of our stock. In addition, the payment of dividends is a use of cash, which may reduce the availability of cash for other business purposes, including investments, acquisitions, or repayment of indebtedness. 44 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’ responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations, or financial condition. 33 | 2024 10-K Table of Contents Failure to meet environmental, social, and governance expectations or standards or achieve our related goals could adversely affect our business, results of operations, financial condition, or stock price.
Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’ responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations, or financial condition. 35 | 2025 10-K Table of Contents Evolving sustainability and governance expectations or standards or failure to achieve our related goals could adversely affect our business, results of operations, financial condition, or stock price.
Our inability to do any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition. 39 | 2024 10-K Table of Contents Debt obligations could adversely affect our financial condition.
Our inability to do any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition. 42 Table of Contents Debt obligations could adversely affect our financial condition.
Some of our competitors are large corporations or conglomerates that may have a larger market share and greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.
Some of our competitors are large corporations or conglomerates that may operate in jurisdictions with lower labor and compliance costs and may have a larger market share and greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.
Many factors may result in a reduction of our output or a delay in ramping production, which could lead to underutilization of our production assets. These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, supply chain disruptions, and delays from equipment suppliers. See “Part II – Item 7.
Many factors may result in a reduction of our output or a delay in ramping production, which have in the past and could in the future lead to underutilization of our production assets. These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, supply chain disruptions, and delays from equipment suppliers.
We face intense competition in the semiconductor memory and storage markets from a number of companies, including Kioxia Holdings Corporation; Samsung Electronics Co., Ltd.; SK hynix Inc.; and Western Digital Corporation. Our competitors may use aggressive pricing to obtain market share.
We face intense competition in the semiconductor memory and storage markets from a number of companies, including Samsung Electronics Co., Ltd.; SK hynix Inc.; Kioxia Holdings Corporation; Sandisk Corporation; ChangXin Memory Technologies, Inc. (“CXMT”); and Yangtze Memory Technologies Co., Ltd. (“YMTC”). Our competitors may use aggressive pricing to obtain market share.
In connection with any restructure initiatives, we could incur restructure charges, loss of production output, loss of key personnel, disruptions in our operations, and difficulties in the timely delivery of products, which could have a material adverse effect on our business, results of operations, or financial condition. 35 | 2024 10-K Table of Contents Risks Related to Intellectual Property and Litigation We may be unable to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property.
In connection with any restructure initiatives, we could incur restructure charges, loss of production output or sufficient customer demand to maintain scale, loss of key personnel, disruptions in our operations, difficulties in the timely delivery of products, and loss of customers and local market share, which could have a material adverse effect on our business, results of operations, or financial condition. 37 | 2025 10-K Table of Contents Risks Related to Intellectual Property and Litigation We may be unable to protect our intellectual property or retain key employees who are knowledgeable of and develop our intellectual property.
We could be adversely affected in several ways, including the following: • we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products; • we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and • we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships with existing or potential customers.
We could be adversely affected in several ways, including the following: • we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products; • we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; • we could be required to indemnify our customers or end users or we may face other claims, including litigation, which could result in increased costs in defending ourselves and/or paying resulting damages; and • we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships with existing or potential customers.
Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to: • strategic product diversification decisions affecting product mix; • increasing complexity of our product portfolio, which may impact operational costs; • increasing complexity of manufacturing processes; • difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels; • process complexity including number of mask layers and fabrication steps; • manufacturing yield; • technological barriers; • changes in process technologies; • new products that may require relatively larger die sizes or advanced packaging technologies; • start-up or other costs associated with capacity expansions; • higher costs of goods and services due to inflationary pressures or market conditions; and • higher manufacturing costs per gigabit due to fabrication facility underutilization, lower wafer output, and insufficient volume to run new technology nodes to achieve cost optimization.
Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to: • strategic product diversification decisions affecting product mix; • increasing complexity of our product portfolio, which may impact operational costs; • increasing complexity of manufacturing processes; • difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels; • process complexity including number of mask layers and fabrication steps; • manufacturing yield and defect density; • technological barriers; • changes in process technologies; • new products that may require relatively larger die sizes or advanced packaging technologies; • start-up or other costs associated with capacity expansions; • regional cost differences that may become more pronounced when we transition the manufacture of certain products within our global network; • higher costs of goods and services due to, among other things, inflationary pressures, regulatory actions, including tariffs or trade restrictions, increased input costs, or market conditions; and • higher manufacturing costs per gigabit due to fabrication facility underutilization, lower wafer output, and insufficient volume to run new technology nodes to achieve cost optimization.
Downturns in regional or worldwide economies, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors, have harmed our business in the past and current and future downturns could also adversely affect our business.
Downturns or ongoing adverse conditions in regional or worldwide economies, due to inflation, geopolitics, changes in government borrowing or spending, trade disputes, war, major central bank policy actions including interest rate increases, public health crises, or other factors, have harmed our business in the past and current and future downturns could also adversely affect our business.
We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and to realign our capital structure. As of August 29, 2024, we had debt with a carrying value of $13.40 billion and may incur additional debt, including under our $2.50 billion Revolving Credit Facility.
We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and to realign our capital structure. As of August 28, 2025, we had debt with a carrying value of $14.58 billion and may incur additional debt, including under our $3.50 billion Revolving Credit Facility.
We may not be able to take any of the actions described above on commercially reasonable terms and any of the foregoing results could have a material adverse effect on our business, results of operations, or financial condition. See “Part II – Item 8.
We may not be able to take any of the actions described above on commercially reasonable terms and any of the foregoing results could have a material adverse effect on our business, results of operations, or financial condition. See Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 14. Contingencies.
Such laws, standards, and market expectations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or partners reluctance to share information or solutions due to actual or perceived inadequate controls. These costs may adversely impact our operations and financial condition.
Along with these laws and regulations, standards and market expectations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or partners reluctance to share information or solutions due to actual or perceived inadequate controls.
Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturing costs.
Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may 31 | 2025 10-K Table of Contents increase our per gigabit manufacturing costs.
In recent years, there has been an increased focus from stakeholders on environmental, social, and governance matters, including greenhouse gas emissions and climate-related risks, sustainability, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
In recent years, there has been an increased focus from stakeholders on sustainability and governance matters, including greenhouse gas emissions and climate-related risks, carbon-free electricity, water stewardship, waste management, inclusion, responsible sourcing and supply chain, and human rights.
The loss of, or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders from, or a shift in product mix by, customers could have a material adverse effect on our business, results of operations, or financial condition.
The loss of, or restrictions on our ability to sell to, one or more of our major customers or in certain end markets, or any significant reduction in orders or a shift in product mix, could have a material adverse effect on our business, results of operations, or financial condition. See Part II, Item 8.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies.” We may be associated with and subject to litigation, claims, inquiries, investigations or disputes arising from, or as a result of: • our relationships with vendors or customers, supply agreements, or contractual obligations with our subcontractors or business partners; • the actions of our vendors, subcontractors, or business partners; • our indemnification obligations, including obligations to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, trademarks, copyrights, or trade secrets; and • the terms of our product warranties or from product liability claims.
We may be associated with and subject to litigation, claims, inquiries, investigations, or disputes arising from, or as a result of: • our relationships with vendors or customers, supply agreements, or contractual obligations with our subcontractors or business partners; • the actions of our vendors, subcontractors, or business partners; • our indemnification obligations, including obligations to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, trademarks, copyrights, or trade secrets; • our compliance with regulatory requirements, including defending against related third-party claims; • fluctuations in stock price; and • the terms of our product warranties or from product liability claims.
Exchange rates for some of these currencies against the U.S. dollar have been volatile and may be volatile in future periods. If these currencies strengthen against the U.S. dollar, our manufacturing costs could significantly increase.
In addition, a significant portion of our manufacturing costs are denominated in some of the foreign currencies mentioned above. Exchange rates for some of these currencies against the U.S. dollar have been volatile and may be volatile in future periods. If these currencies strengthen against the U.S. dollar, our manufacturing costs could significantly increase.
Additionally, we engage various third parties as sales channel partners or to represent us or otherwise act on our behalf who are also subject to a broad array of laws, regulations, and industry standards.
Additionally, we engage various third parties as sales channel partners or to represent us or otherwise act on our behalf who are also subject to a broad array of laws, regulations, and industry standards. Our engagement with these third parties may also expose us to risks associated with their respective compliance with laws and regulations.
Any of these factors could have a material adverse effect on our business, results of operations, financial condition, or stock price. Our operations could also be affected by other factors that are presently unknown to us or not considered significant.
The order of presentation is not necessarily indicative of the level of risk that each factor poses to us. Any of these factors could have a material adverse effect on our business, results of operations, financial condition, or stock price. Our operations could also be affected by other factors that are presently unknown to us or not considered significant.
Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop, qualify, and manufacture our system solutions. Our development of system-level memory and storage products is dependent, in part, upon successfully identifying and meeting our customers’ specifications for those products.
Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 28. Certain Concentrations. Increases in sales of system solutions may increase our dependency upon specific customers and our costs to develop, qualify, and manufacture our system solutions. Our development of system-level memory and storage products is dependent, in part, upon successfully meeting our customers’ specifications for those products.
As a result of the considerations detailed in this risk factor, we could experience the following: • suspension of production or sales of our products; • limited supplies of chemicals or materials used to make our products; • remediation costs; • increased compliance costs; • alteration of our manufacturing processes; • regulatory penalties, fines, civil or criminal sanctions, and other legal liabilities; and • reputational challenges.
These costs may adversely impact our results of operations and financial condition. 41 | 2025 10-K Table of Contents As a result of the considerations detailed in this risk factor, we could experience the following: • suspension of production or sales of our products; • limited supplies of chemicals or materials used to make our products; • remediation costs and activities; • increased compliance costs; • alteration of our manufacturing processes; • regulatory penalties, fines, civil or criminal sanctions, litigation and other legal liabilities; and • reputational challenges.
Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our environmental, social, and governance goals, commitments, and targets could have an adverse effect on our business, results of operations, financial condition, or stock price. 34 Table of Contents Acquisitions and/or alliances involve numerous risks.
Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our sustainability and governance goals, commitments, and targets could have an adverse effect on our business, results of operations, financial condition, or stock price.
In 2024, nearly half of our revenue was from sales to customers who have headquarters located outside the United States, while over 80% of our revenue in 2024 was from products shipped to customer locations outside the United States.
In 2025, approximately one-third of our revenue was from sales to customers who have headquarters located outside the United States, while approximately 80% of our revenue in 2025 was from products shipped to customer locations outside the United States.
Our engagement with these third parties may also expose us to risks associated with their respective compliance with laws and regulations. 38 Table of Contents New and evolving environmental health, safety, and product considerations, including those related to greenhouse gas emissions and climate change, the purchase, use and disposal of regulated and/or hazardous chemicals, and the potential resulting environmental, health or safety impacts, may result in new laws, regulations, or industry standards that may affect us, our suppliers, and our customers.
New and evolving environmental, health, safety, and product considerations, including those related to greenhouse gas emissions and climate change, the purchase, use and disposal of regulated and/or hazardous chemicals, and the potential resulting environmental, health or safety impacts, may result in new laws, regulations, or industry standards that may affect us, our suppliers, and our customers.
Significant or prolonged shortages of our products could halt customer manufacturing and damage our relationships with these customers. Any damage to our customer relationships as a result of a shortage of our products could have a material adverse effect on our business, results of operations, or financial condition.
Any damage to our customer relationships as a result of a shortage of our products could have a material adverse effect on our business, results of operations, or financial condition.
From time to time, we are subject to various legal, regulatory and administrative investigations, inquiries, proceedings, and claims that arise out of the ordinary conduct of our business or otherwise, both domestically and internationally. Such claims, investigations, inquiries, and proceedings may include, but are not limited to, allegations of anticompetitive conduct and infringement of intellectual property.
From time to time, we are subject to various legal, regulatory and administrative investigations, inquiries, proceedings, and claims that arise out of the ordinary conduct of our business or otherwise, both domestically and internationally.
As a result of our debt levels, expected debt amortization, prevailing interest rates, and general capital market and other economic conditions, it may be difficult for us to obtain financing on terms acceptable to us or at all.
From time to time, we utilize external sources of financing when needed. As a result of our debt levels, expected debt amortization, prevailing interest rates, general capital market, changes in government borrowing or spending, and other economic conditions, it may be difficult for us to obtain financing on terms acceptable to us or at all.
Average selling prices for our products that decline faster than our costs have recently had an adverse effect on our business and results of operations, and in future periods could have a material adverse effect on our business, results of operations, or financial condition. Our gross margins may be adversely affected by a range of factors.
In periods of significant declines in average selling prices for our products, we have experienced adverse effects on our business and results of operations. Significant declines in average selling prices in future periods could have a material adverse effect on our business, results of operations, or financial condition. Our gross margins may be adversely affected by a range of factors.
Recent technologies, such as generative AI models have emerged, and while they have driven increased demand for HBM and other advanced products in the data center and other markets, the long-term trajectory is unknown and associated demand may fluctuate. As a result, our product demand forecasts may be impacted significantly by the strategic actions of our customers.
Recent technologies, such as generative AI models have emerged, and while they have driven increased demand for HBM and other advanced products in the data center and other markets, the long-term trajectory is unknown and associated demand may fluctuate.
New and evolving laws and regulations relating to cybersecurity, data privacy, and AI impose requirements for information confidentiality, integrity, availability, personal and proprietary data collection, storage, use, sharing, deletion, and AI solutions that must be safe, transparent, fair, secure, human-focused, and accountable.
New and evolving laws and regulations relating to cybersecurity, data privacy, digital products, and AI impose requirements for information confidentiality, integrity, availability, personal and proprietary data collection, storage, use, sharing, deletion, and AI systems to be appropriately transparent, fair, secure, responsibly deployed, and accountable.
Across our global operations, significant transactions and balances are denominated in currencies other than the U.S. dollar (our reporting currency), primarily the Canadian dollar, Chinese yuan, euro, Indian rupee, Japanese yen, Malaysian ringgit, New Taiwan dollar, and Singapore dollar. In addition, a significant portion of our manufacturing costs are denominated in some of the foreign currencies mentioned above.
The substantial majority of our sales are transacted in the U.S. dollar; however, across our global operations, significant transactions and balances are denominated in currencies other than the U.S. dollar (our reporting currency), primarily the Canadian dollar, Chinese yuan, euro, Indian rupee, Japanese yen, Malaysian ringgit, New Taiwan dollar, and Singapore dollar.
To remain competitive, we must maintain a highly skilled, diverse workforce and effectively manage succession for key roles. Hiring, retaining and motivating qualified executives and other skilled talent is critical to our business and competition can be intense.
To stay competitive, we need a highly skilled, global workforce and effective succession management for key roles. Hiring, retaining, and motivating qualified executives and other skilled talent is critical to our business, and competition can be intense.
Manufacturing system-level solutions, such as SSDs, managed NAND, and HBM, typically results in higher per-unit manufacturing costs as compared to other products. Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable to generate sufficient profit if our per-unit manufacturing costs are not offset by higher per-unit selling prices.
Even if we are successful in selling system-level solutions to our customers in sufficient volume, we may be unable to generate sufficient profit if our per-unit manufacturing costs are not offset by higher per-unit selling prices.
ITEM 1A. RISK FACTORS In addition to the factors discussed elsewhere in this Form 10-K, this section discusses important factors which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
ITEM 1A. RISK FACTORS In addition to the factors discussed elsewhere in this Annual Report on Form 10-K, this section discusses important factors which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us.
Other factors, including changes in tax laws, could also impact our share repurchases. Although our Board of Directors has authorized share repurchases of up to $10 billion of our outstanding common stock, the authorization does not obligate us to repurchase any common stock.
Although our Board of Directors has authorized share repurchases of up to $10 billion of our outstanding common stock, the authorization does not obligate us to repurchase any common stock.
Our competitors are working to develop new memory and storage technologies that may offer performance and/or cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future success may depend on our ability to develop and produce viable and competitive new memory and storage technologies.
Our competitors are working to develop new memory and storage technologies that may offer performance and/or cost advantages to existing technologies and render existing technologies obsolete.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our Chief Security Officer monitors and stays informed about prevention, detection, mitigation, and remediation efforts through regular communication and reporting from our security team, and through the use of technological tools and software and results from third party assessments.
Our Chief Security Officer monitors and stays informed about prevention, detection, mitigation, and remediation efforts through regular communication and reporting from our security team, the use of technological tools and software, and results from third-party assessments.
Risk Factors – Risks Related to Our Business, Operations, and Industry – Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.” Governance One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats.
Risk Factors, “Risks Related to Our Business, Operations, and Industry—Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.” Governance One of the key functions of our Board of Directors is informed oversight of our risk management processes, including risks from cybersecurity threats.
Our Board of Directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Security Committee. 42 Table of Contents Our Chief Security Officer and our Chief Information Officer report to our Security Committee, which oversees monitoring and incident response, risk mitigation, supply chain security, physical security, product security, insider trust, and other security related items and are primarily responsible to assess and manage our material risks from cybersecurity threats.
Our Board of Directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Security Committee. 45 | 2025 10-K Table of Contents Our Chief Security Officer and our Chief Information Officer report to our Security Committee, which oversees monitoring and incident response, risk mitigation, supply chain security, physical security, product security, insider trust, and other security-related items, and are primarily responsible to assess and manage our material risks from cybersecurity threats.
We have implemented technical solutions that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, antimalware functionality, and access controls. We regularly evaluate, monitor, and improve these solutions.
We have implemented technical solutions that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls. We regularly evaluate, monitor, and improve these solutions.
However, we have not experienced any cybersecurity incidents that have been determined to be material. For additional information regarding risks from cybersecurity threats, and their effect on our company, including our business strategy, results of operations, or financial condition, please refer to “Item 1A.
However, we have not experienced any cybersecurity incidents that have been determined to be material. For additional information regarding risks from cybersecurity threats, and their effect on our company, including our business strategy, results of operations, or financial condition, please see Item 1A.
In addition, our Chief Security Officer and our Chief Information Officer provide annual briefings to the Board of Directors on cybersecurity risks and activities.
In addition, our Chief Security Officer and our Chief Information Officer provide annual briefings to the Board of Directors on cybersecurity risks and activities. 46 Table of Contents
We work with our third-party suppliers and service providers to address the use of appropriate security measures in connection with their work with us. Like any other technology company operating in today’s environment, we have experienced incidents in the past and may experience them in the future.
We work with our third-party suppliers and service providers to address the use of appropriate security measures in connection with their work with us. We evaluate cybersecurity incidents individually and in the aggregate to assess materiality. Like any other technology company operating in today’s environment, we have experienced incidents in the past and may experience them in the future.

Item 2. Properties

Properties — owned and leased real estate

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We have also signed a non-binding term sheet with the state of New York that provides up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.
We have also signed a non-binding term sheet with the State of New York that provides for up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.
The following is a summary of our principal facilities as of August 29, 2024: Location Principal Operations Taiwan R&D, wafer fabrication, component assembly and test, module assembly and test Singapore R&D, wafer fabrication, component assembly and test, module assembly and test Japan R&D, wafer fabrication United States R&D, wafer fabrication, reticle manufacturing Malaysia Component assembly and test, module assembly and test China Component assembly and test, module assembly and test India Component assembly and test, module assembly and test 43 | 2024 10-K Table of Contents We believe that our existing facilities are suitable and adequate for our present purposes.
The following is a summary of our principal facilities as of August 28, 2025: Location Principal Operations Taiwan R&D, wafer fabrication, component assembly and test, module assembly and test Singapore R&D, wafer fabrication, component assembly and test, module assembly and test United States R&D, wafer fabrication, reticle manufacturing Japan R&D, wafer fabrication Malaysia Component assembly and test, module assembly and test China Component assembly and test, module assembly and test India Component assembly and test, module assembly and test We believe that our existing facilities are suitable and adequate for our present purposes.
In addition, we receive a 25% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act.
In addition to the CHIPS Act direct funding, we receive a 35% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act.
CHIPS and Science Act of 2022 (“CHIPS Act”), we announced plans to invest in two leading-edge memory manufacturing fab facilities in the United States, based on CHIPS Act support through grants and investment tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho.
Following the enactment of the CHIPS Act, we announced plans to invest in leading-edge memory manufacturing sites in Idaho and New York, based on CHIPS Act support through grants and investment tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho.
Department of Commerce for up to $6.1 billion in direct funding under the CHIPS Act for our planned fab in Boise, Idaho and the first two planned fabs in Clay, New York. We are also eligible for federal loans up to $7.5 billion.
On December 9, 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho, and two planned fabs in Clay, New York.
Construction is also progressing for the assembly and test facility in Gujarat, India to address demand in the latter half of this decade. We do not identify or allocate assets by operating segment, other than goodwill. For a breakout of the carrying value of our long-lived assets by geographic area see “Part II – Item 8.
We do not identify or allocate assets by operating segment, other than goodwill. For a breakout of the carrying value of our long-lived assets by geographic area, see Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 29. Geographic Information.
We expect these new fabs to be key to meeting our requirements for additional wafer capacity starting in the second half of the decade and beyond, in line with industry demand trends and to maintain an objective of stable bit share. We have signed a non-binding preliminary memorandum of terms with the U.S.
We continue to work with state and federal authorities for approval to start ground preparation, and anticipate production to ramp after the completion of the second Idaho fab. We expect these new fabs to be key to meeting our requirements for additional wafer capacity, in line with industry demand trends and our objective of maintaining stable bit share.
To support projected memory demand in the second half of the decade, we will need to add new DRAM wafer capacity. Following the enactment of the U.S.
We generally utilize all of our manufacturing capacity. In addition to the supply capacity we generate through our proprietary product and process technology that increases bit density per wafer, we will need to add new DRAM wafer capacity to support projected memory demand in the second half of the decade.
Construction of the fab began in October 2023, with meaningful DRAM output projected in 2027. In addition, in October 2022, we announced plans to build a second leading-edge DRAM manufacturing facility, consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York.
In June 2025, in connection with certain amendments to our CHIPS Act agreements, we announced plans for a second leading-edge memory manufacturing fab in Idaho to serve growing market demand fueled by AI. 47 | 2025 10-K Table of Contents Our announced plan for New York includes construction of a leading-edge DRAM memory manufacturing site, consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York.
Removed
We generally utilize all of our manufacturing capacity; however, a portion of our facilities were underutilized for 2024 and 2023 due to industry conditions. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding our current underutilization.
Added
Construction of the fab began in October 2023, with first DRAM wafer output projected in the second half of calendar 2027.
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We expect construction site preparation to begin in calendar 2025, with production anticipated to ramp in the latter half of the decade.
Added
On June 11, 2025, we entered into amendments to the direct funding agreements to add a second planned fab in Boise, Idaho, and allocate certain award funding from the $6.1 billion grants previously awarded to the second planned Idaho fab. The direct funding for up to $6.1 billion remains unchanged.
Removed
Additionally, we began enablement of cleanroom space within our existing manufacturing fab in Hiroshima, Japan, that will support production of DRAM using EUV lithography. We also continue to advance our global back-end assembly and test network in order to support our product portfolio and extend our ability to deliver on global customer demand in the future.
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On June 11, 2025, we also entered into a direct funding agreement with the U.S. Department of Commerce for up to $275 million in direct funding to expand and modernize our fab in Manassas, Virginia.
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We have started construction to expand our existing assembly and test facility in Xi’an, China, to provide space to add more product capability, to allow us over time to serve more of the demand from our customers in China.
Added
The grants under the funding agreements represent total CHIPS Act grants of up to $6.4 billion in connection with our U.S. manufacturing expansion and modernization projects. In addition, we announced plans to bring advanced HBM packaging capabilities to the U.S.
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Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Geographic Information.”
Added
Outside the U.S., we are investing in manufacturing technologies, facilities and equipment, and R&D, and advancing our global back-end assembly and test network. These investments support our product portfolio and extend our ability to meet global market demand in the future.
Added
Planned investments and those underway include the following: • India: our construction is progressing for the assembly and test facility in Gujarat to address demand in the latter half of this decade; • Japan: we are modernizing our Hiroshima manufacturing facility to support the production of DRAM using EUV lithography; • Singapore: we broke ground on an HBM advanced packaging facility to meaningfully expand our total advanced packaging capacity beginning in calendar 2027; and • Taiwan: we are modernizing our production capacity for DRAM and HBM products to meet rising market demand.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 3. LEGAL PROCEEDINGS For a discussion of legal proceedings, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies” and “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS For a discussion of legal proceedings, see Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 14. Contingencies and Item 1A. Risk Factors of this Annual Report on Form 10-K.
SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably believe that the related monetary sanctions, if any, will be less than a specified threshold. We use a threshold of $1 million for this purpose.
SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably believe that the related monetary sanctions, if any, will be less than a specified threshold. We use a threshold of $1 million for this purpose. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Note: Management cautions that the stock price performance information shown in the graph above may not be indicative of current stock price levels or future stock price performance. The performance graph above assumes $100 was invested on August 31, 2019 in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).
Note: Management cautions that the stock price performance information shown in the graph above may not be indicative of current stock price levels or future stock price performance. The performance graph above assumes $100 was invested on August 31, 2020, in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “MU.” Holders of Record As of September 27, 2024, there were approximately 1,636 shareholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “MU.” Holders of Record As of September 26, 2025, there were approximately 1,443 shareholders of record of our common stock.
Dividends On September 25, 2024, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October 23, 2024, to shareholders of record as of the close of business on October 7, 2024. We currently expect quarterly dividends to continue in future periods and aim to grow our dividend payments over time.
Dividends On September 23, 2025, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October 21, 2025, to shareholders of record as of the close of business on October 3, 2025. We currently expect quarterly dividends to continue in future periods and aim to grow our dividend payments over time.
Any dividends paid during the period presented were assumed to be reinvested.
Any dividends paid during the periods presented were assumed to be reinvested.
A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers, and other financial institutions as the holder of record.
Accordingly, the last day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein, we have calculated our stock performance graph assuming an August 31 year end.
We operate on a 52- or 53-week fiscal year which ends on the Thursday closest to August 31. Accordingly, the last day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein, we have calculated our stock performance graph assuming an August 31 year end.
Shares withheld as payment of withholding taxes upon the vesting of restricted stock units are not considered repurchases for purposes of this Item and are not required to be reported. 45 | 2024 10-K Table of Contents In the fourth quarter of 2024, shares purchased under the authorization and shares withheld as payment upon the vesting of restricted stock consisted of the following: Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs (in millions) May 31, 2024 – June 27, 2024 — $ — — June 28, 2024 – July 25, 2024 25,931 133.55 — July 26, 2024 – August 29, 2024 3,223,518 93.07 3,223,518 3,249,449 $ 93.39 3,223,518 $2,806 (1) Includes 25,931 shares withheld as payment of withholding taxes upon the vesting of restricted stock awards.
Shares withheld as payment of withholding taxes upon the vesting of restricted stock units are not considered repurchases for purposes of this Item and are not required to be reported. 49 | 2025 10-K Table of Contents In the fourth quarter of 2025, shares withheld as payment upon the vesting of restricted stock consisted of the following: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs (in millions) May 30, 2025 – June 26, 2025 — $ — — June 27, 2025 – July 24, 2025 24,996 118.61 — July 25, 2025 – August 28, 2025 — — — 24,996 $ 118.61 — $2,806 Performance Graph The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, 2020, through August 31, 2025.
The performance was plotted using the following data: 2019 2020 2021 2022 2023 2024 Micron Technology, Inc. $ 100 $ 101 $ 163 $ 126 $ 157 $ 217 S&P 500 Composite Index 100 122 160 142 165 209 Philadelphia Semiconductor Index (SOX) 100 153 234 186 258 367 ITEM 6. [RESERVED] 46 Table of Contents
The performance was plotted using the following data: 2020 2021 2022 2023 2024 2025 Micron Technology, Inc. $ 100 $ 162 $ 125 $ 156 $ 216 $ 268 S&P 500 Composite Index 100 131 116 135 172 199 Philadelphia Semiconductor Index (SOX) 100 153 122 169 240 266 ITEM 6. [RESERVED] 50 Table of Contents
The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash. As of August 29, 2024, $2.81 billion of the authorization remained available for the repurchase of our common stock.
The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash. See Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20. Government Incentives.
Shares of common stock withheld as payment of withholding taxes upon the vesting of restricted stock are also treated as common stock repurchases.
During the quarter ended August 28, 2025, we did not repurchase any common stock under the authorization, and as of August 28, 2025, $2.81 billion of the authorization remained available for the repurchase of our common stock. Shares of common stock withheld as payment of withholding taxes upon the vesting of restricted stock are also treated as common stock repurchases.
Removed
Performance Graph The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, 2019, through August 31, 2024. We operate on a 52 or 53-week fiscal year which ends on the Thursday closest to August 31.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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We have also signed a non-binding term sheet with the state of New York that provides up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.
We have also signed a non-binding term sheet with the State of New York that provides for up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.
Financing Activities: For 2024, net cash used for financing activi ties consisted primarily of $1.90 billion of repayments of debt, which included the prepayment of the 2024 Term Loan A and the 2025 Term Loan A borrowings; $513 million for paym ents of dividends to shareholders; $300 million for the acquisition of 3.2 million shares of our common stock under our share repurchase authorization; an d $149 million of payments on equipment purchase contracts, partially offset by approximately $1.00 billion of proceeds from the issuance of the 2031 Notes.
For 2024, net cash used for financing activi ties consisted primarily of $1.90 billion of repayments of debt, which included the prepayment of the 2024 Term Loan A and the 2025 Term Loan A borrowings, $513 million for paym ents of dividends to shareholders, $300 million for the acquisition of 3.2 million shares of our common stock under our share repurchase authorization, an d $149 million of payments on equipment purchase contracts, partially offset by approximately $1.00 billion of proceeds from the issuance of the 2031 Notes.
To project cost per part, we review trends with historical results and consider known changes in our cost structure as applicable. Actual selling prices may vary significantly from projected prices due to the volatile nature of the semiconductor memory and storage markets.
To project cost per part, we review trends and historical results and consider known changes in our cost structure as applicable. Actual selling prices may vary significantly from projected prices due to the volatile nature of the semiconductor memory and storage markets.
We expect that our cash and investments, cash flows from operations, expected funding from government incentives, and available financing will be sufficient to meet our requirements at least through the next 12 months and thereafter for the foreseeable future.
We expect that our cash and investments, cash flows from operations, funding from government incentives, and available financing will be sufficient to meet our requirements at least through the next 12 months and thereafter for the foreseeable future.
GAAP, which requires the assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability to generate future taxable income. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in Japan, the United States, Malaysia, Taiwan, and other jurisdictions.
GAAP, which requires an assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability to generate future taxable income. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in Japan, Malaysia, the United States, and other jurisdictions.
Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2024, 2023, and 2022 each contained 52 weeks. All tabular dollar amounts are in millions, except per share amounts. Overview For an overview of our business, see “Part I – Item 1.
Our fiscal year is the 52 - or 53-week period ending on the Thursday closest to August 31. Fiscal 2025, 2024, and 2023 each contained 52 weeks. All tabular dollar amounts are in millions, except per share amounts. Overview For an overview of our business, see Part I, Item 1. Business, Overview.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August 29, 2024. All period references are to our fiscal periods unless otherwise indicated.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August 28, 2025. All period references are to our fiscal periods unless otherwise indicated.
Consolidated Gross Margin : Our consolidated gross margin has been impacted by the factors described in the section titled “Industry Conditions” above and inventory write-downs in 2023 as detailed in the table below.
Consolidated Gross Margin: Our consolidated gross margin has been impacted by the factors described in the section titled “Industry Conditions” above and the effects of 2023 inventory write-downs on our 2024 and 2023 gross margin, as detailed in the table below.
Investing Activities: For 2024, net cash used for investing activi ties consisted primarily of $8.39 billion of expenditures for property, plant, and equipment; and $205 million of net outflows from purchases, maturities, and sales of available-for-sale securities; partially offset by contributions of $315 million received from government incentives to offset capital expenditures.
For 2024, net cash used for investing activi ties consisted primarily of $8.39 billion of expenditures for property, plant, and equipment, and $205 million of net outflows from purchases, maturities, and sales of available-for-sale securities, partially offse t by $315 million of proceeds from government incentives to offset capital expenditures.
We expect to engage in a variety of financing transactions, from time to time, for such purposes as well as to refinance our existing indebtedness, including the issuance of securities. As of August 29, 2024, $2.50 billion was available to draw under our Revolving Credit Facility.
We expect to engage in a variety of financing transactions, from time to time, for such purposes, as well as to refinance our existing indebtedness, including the issuance of securities. As of August 28, 2025, $3.50 billion was available to draw under our Revolving Credit Facility.
Interest income (expense) improved for 2023 as compared to 2022 primarily as a result of increases in interest income due to higher interest rates on our cash and investments, partially offset by increases in interest expense due to higher debt balances and interest rates on our debt.
Interest income (expense) deteriorated for 2024 as compared to 2023 primarily due to increases in interest expense as a result of higher interest rates on our debt, partially offset by increases in interest income due to higher interest rates on our cash and investments.
We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue. Recently Issued Accounting Standards See “Item 8.
We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue. 60 Table of Contents Recently Adopted Accounting Standards See Item 8.
Our consolidated gross margin percentage improved to 22% for 2024 from negative 9% for 2023, as a result of improvements in margins for both DRAM and NAND products, primarily due to increases in average selling prices, and manufacturing cost reductions, the effects of charges to write down inventories to their NRV in 2023 and lower costs in 2024 from the sale of inventories written down in 2023 (as detailed in “Inventory NRV write-downs” below).
Our consolidated gross margin percentage improved to 22% for 2024 from negative 9% for 2023 as a result of improvements in margins for both DRAM and NAND products, primarily due to increases in average selling prices, manufacturing cost reductions, the effects of charges to write down inventories to their NRV in 2023, and lower costs in 2024 from the sale of inventories written down in 2023 (as detailed in “Inventory NRV Write-Downs” below). 52 Table of Contents Inventory NRV Write-Downs : Our consolidated gross margin was impacted by charges in 2023 to write down inventories to their estimated NRV as a result of declines in average selling prices for both DRAM and NAND.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Government Incentives.” 52 Table of Contents Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans.
See Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20. Government Incentives. Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans.
Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. Cash and marketable investments totaled $9.15 billion as of August 29, 2024, and $10.44 billion as of August 31, 2023.
Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. Cash and marketable investments totaled $11.94 billion as of August 28, 2025, and $9.15 billion as of August 29, 2024.
GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances.
Critical Accounting Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances.
Changes in operating income or loss for each business unit for 2024 as compared to 2023 were as follows: • CNBU operating income (loss) improved primarily due to higher bit shipments, increases in average selling prices, and cost reductions, partially offset by higher R&D expenses. • MBU operating income (loss) improved primarily due to increases in average selling prices, higher bit shipments, and cost reductions. • EBU operating income decreased primarily due to declines in average selling prices, partially offset by higher bit shipments and cost reductions. • SBU operating income (loss) improved primarily due to increases in average selling prices, higher bit shipments, and cost reductions, partially offset by higher R&D expenses.
Changes in operating income or loss for each business unit for 2024 as compared to 2023 were as follows: • CMBU operating income (loss) improved primarily due to higher bit shipments, increases in average selling prices, and manufacturing cost reductions. • CDBU operating income (loss) improved primarily due to higher NAND and DRAM bit shipments, increases in average selling prices, and manufacturing cost reductions, partially offset by higher R&D expenses. • MCBU operating income (loss) improved primarily due to increases in average selling prices, higher bit shipments, and manufacturing cost reductions. • AEBU operating income decreased primarily due to declines in average selling prices, partially offset by manufacturing cost reductions and higher bit shipments.
Income Taxes: Our income tax (provision) benefit consisted of the following: For the year ended 2024 2023 2022 Income (loss) before taxes $ 1,240 $ (5,658) $ 9,571 Income tax (provision) benefit (451) (177) (888) Effective tax rate 36.4 % (3.1) % 9.3 % The change in our effective tax rate for 2024 as compared to 2023 was primarily due to changes in profitability.
Income Taxes: Our income tax (provision) benefit consisted of the following: For the year ended 2025 2024 2023 Income (loss) before taxes $ 9,654 $ 1,240 $ (5,658) Income tax (provision) benefit (1,124) (451) (177) Effective tax rate 11.6 % 36.4 % (3.1) % The change in our effective tax rate for 2025 as compared to 2024, and for 2024 as compared to 2023, were primarily due to changes in profitability.
As of August 29, 2024, we had purchase obligations of approximately $1.17 billion for the acquisition of property, plant, and equipment, of which approximately $1.10 billion is expected to be paid within one year. For a description of other contractual obligations, such as leases, debt, and commitments, see “Item 8.
As of August 28, 2025, we had purchase obligations of approximately $1.77 billion for the acquisition of property, plant, and equipment, substantially all of which is expected to be paid within one year. For a description of other contractual obligations, such as leases, debt, and commitments, see Item 8.
As of August 29, 2024, $3.34 billion of our cash and marketable investments was held by our foreign subsidiaries. We continuously evaluate alternatives for efficiently funding our capital expenditures and ongoing operations.
As of August 28, 2025, $5.20 billion of our cash and marketable investments was held by our foreign subsidiaries. We continuously evaluate alternatives for efficiently funding our capital expenditures and ongoing operations.
We review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory) as a single group.
The amount of any inventory write-down can vary significantly depending on the determination of inventory categories. We review the major characteristics of product type and markets in determining the unit of account for which we perform the lower of cost or net realizable value analysis and categorize all inventories (including DRAM, NAND, and other memory) as a single group.
CHIPS and Science Act of 2022 (“CHIPS Act”), we announced plans to invest in two leading-edge memory manufacturing fab facilities in the United States, based on CHIPS Act support through grants and investment tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho.
Following the enactment of the CHIPS Act, we announced plans to invest in leading-edge memory manufacturing sites in Idaho and New York, based on CHIPS Act support through grants and investment tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Equity.” On September 25, 2024, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October 23, 2024, to shareholders of record as of the close of business on October 7, 2024.
Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 15. Equity, as well as Note 20. Government Incentives. On September 23, 2025, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October 21, 2025, to shareholders of record as of the close of business on October 3, 2025.
The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash. Through August 29, 2024, we had repurchased an aggregate of $7.19 billion of the authorized amount. See “Item 8.
The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash. Through August 28, 2025, we had repurchased an aggregate of $7.19 billion under the authorization. See Item 8.
Revenue recognition : Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.
Revenue recognition: Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery.
Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. We estimate a liability for returns using the expected value method based on historical returns. In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price.
We estimate a liability for returns using the expected value method based on historical returns. In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price.
Business – Overview.” Industry Conditions Throughout 2024, we experienced substantial improvements in pricing and margins. Increasing demand growth, driven in part by deployment of AI and mostly normal customer inventories, combined with industry-wide supply discipline, resulted in an industry supply and demand balance that substantially improved from 2023 conditions.
Increasing demand growth, driven in part by deployment of AI and mostly normal customer inventories, combined with industry-wide supply discipline, resulted in an industry supply and demand balance that substantially improved from downturn conditions in memory and storage markets during 2023.
Cash Flows For the year ended 2024 2023 2022 Net cash provided by operating activities $ 8,507 $ 1,559 $ 15,181 Net cash provided by (used for) investing activities (8,309) (6,191) (11,585) Net cash provided by (used for) financing activities (1,842) 4,983 (2,980) Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash 40 (34) (106) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (1,604) $ 317 $ 510 Operating Activities: Cash provided by operating activities reflects net income (loss) adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, inventory write-downs, asset impairments, and stock-based compensation, and the effects of changes in operating assets and liabilities .
Cash Flows For the year ended 2025 2024 2023 Net cash provided by operating activities $ 17,525 $ 8,507 $ 1,559 Net cash used for investing activities (14,087) (8,309) (6,191) Net cash provided by (used for) financing activities (850) (1,842) 4,983 Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash 6 40 (34) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 2,594 $ (1,604) $ 317 Operating Activities: Cash provided by operating activities reflects net income (loss) adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, stock-based compensation, inventory write-downs, and asset impairments, and the effects of changes in operating assets and liabilities . 57 | 2025 10-K Table of Contents The increase in cash provided by operating activities for 2025 as compared to 2024 was primarily due to higher net income in 2025 adjusted for non-cash items, the effect of changes in receivables and accounts payable and accrued expenses, and a decrease in inventory, partially offset by a decrease in other current liabilities.
For 2023, net cash used for investing activities consisted primarily of $7.68 billion of expenditures for property, plant, and equipment; partially offset by contributions of $710 million received from government incentives to offset capital expenditures; and $868 million of net inflows from maturities, sales, and purchases of available-for-sale securities. 53 | 2024 10-K Table of Contents For 2022, net cash used for investing activities consisted primarily of $12.07 billion of expenditures for property, plant, and equipment; partially offset by contributions of $115 million received from government incentives to offset capital expenditures; $888 million of net inflows from the sale of the Lehi, Utah fab; and $155 million of net outflows from purchases, maturities, and sales of available-for-sale securities.
For 2023, net cash used for investing activities consisted primarily of $7.68 billion of expenditures for property, plant, and equipment, partially offset by $710 million of proceeds from government incentives to offset capital expenditures, and $868 million of net inflows from maturities, sales, and purchases of available-for-sale securities.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements”: • Equity Compensation Plans • Restructure and Asset Impairments • Other Operating (Income) Expense, Net • Income Taxes 51 | 2024 10-K Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions.
Restructure and Asset Impairments • Note 23. Other Operating (Income) Expense, Net • Note 24. Other Non-Operating Income (Expense), Net • Note 25. Income Taxes 55 | 2025 10-K Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions.
Development of a product is deemed complete when it is qualified through internal reviews and tests for performance and reliability. R&D expenses can vary significantly depending on the timing of product qualification.
Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for performance, functionality, and reliability. R&D expenses can vary significantly depending on the timing of product qualification and product specifications.
In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods. 54 Table of Contents Goodwill : We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value.
Goodwill: We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value.
As a result of the low level of profitability and jurisdictional mix of income, the benefit from tax incentive arrangements was not material for 2024 or 2023. The effect of tax incentive arrangements reduced our tax provision by $1.12 billion (benefiting our diluted earnings per share by $1.00) for 2022.
As a result of the low level of profitability and the jurisdictional mix of income, the benefit from tax incentive arrangements was not material for 2024 or 2023.
We recognized a charge of $101 million in 2023 to impair all of the goodwill assigned to our SBU reporting unit based on our quantitative assessment for impairment. We performed a qualitative assessment for the current year and have not identified any impairment indicators for our reporting units.
We recognized a charge of $101 million in 2023 to impair all of the goodwill assigned to our former Storage Business Unit reporting unit based on our quantitative assessment for impairment.
Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project, including Pillar Two Model Rules (“Pillar Two”), undertaken by the Organisation for Economic Co-operation and Development (“OECD”). Nearly all European Union member states have enacted the Pillar Two legislation, which will be effective for us in 2025.
We will continue to monitor future developments, including regulatory guidance and interpretations, which could have a material impact. Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit-shifting project, including Pillar Two Model Rules (“Pillar Two”), undertaken by the Organisation for Economic Co-operation and Development.
Operating Expenses and Other Research and Development: R&D expenses vary primarily with the number of development and pre-qualification wafers processed, the cost of advanced equipment dedicated to new product and process development, and personnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing.
Operating Expenses and Other Research and Development: R&D expenses vary primarily with the number of development and pre-qualification wafers processed and end-product solutions developed, personnel costs, and the cost of advanced equipment dedicated to new product and process development.
R&D expenses for 2024 increased 10% as compared to 2023 primarily due to an increase in employee compensation and higher volumes of development and prequalification wafers, partially offset by an increase in government incentives. R&D expenses for 2023 were relatively unchanged as compared to 2022 as decreases in employee compensation were offset by higher depreciation expense.
R&D expenses for 2024 increased 10% as compared to 2023 primarily due to an increase in employee compensation and higher volumes of development and pre-qualification wafers, partially offset by an increase in government incentives. Selling, General, and Administrative: SG&A expenses for 2025 increased 7% as compared to 2024 primarily due to an increase in employee compensation and professional services.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Recently Issued Accounting Standards.”
Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 2. Recently Adopted Accounting Standards. Recently Issued Accounting Standards See Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 3. Recently Issued Accounting Standards.
The 2023 Restructure Plan, which was substantially completed in 2023, yielded estimated cost savings of approximately $130 million per quarter (approximately 60% in cost of goods sold, 30% in R&D, and 10% in SG&A) subsequent to 2023. 47 | 2024 10-K Table of Contents Results of Operations Consolidated Results For the year ended 2024 2023 2022 Revenue $ 25,111 100 % $ 15,540 100 % $ 30,758 100 % Cost of goods sold 19,498 78 % 16,956 109 % 16,860 55 % Gross margin 5,613 22 % (1,416) (9) % 13,898 45 % Research and development 3,430 14 % 3,114 20 % 3,116 10 % Selling, general, and administrative 1,129 4 % 920 6 % 1,066 3 % Restructure and asset impairments 1 — % 171 1 % 48 — % Other operating (income) expense, net (251) (1) % 124 1 % (34) — % Operating income (loss) 1,304 5 % (5,745) (37) % 9,702 32 % Interest income (expense), net (33) — % 80 1 % (93) — % Other non-operating income (expense), net (31) — % 7 — % (38) — % Income tax (provision) benefit (451) (2) % (177) (1) % (888) (3) % Equity in net income (loss) of equity method investees (11) — % 2 — % 4 — % Net income (loss) $ 778 3 % $ (5,833) (38) % $ 8,687 28 % Total Revenue: Total revenue for 2024 and 2023 was impacted by the factors described in the section titled “Industry Conditions” above.
The CAC decision has impacted our business, particularly in the domestic data center and networking markets in China, and we have been working to mitigate that impact. 51 | 2025 10-K Table of Contents Results of Operations Consolidated Results For the year ended 2025 2024 2023 Revenue $ 37,378 100 % $ 25,111 100 % $ 15,540 100 % Cost of goods sold 22,505 60 % 19,498 78 % 16,956 109 % Gross margin 14,873 40 % 5,613 22 % (1,416) (9) % Research and development 3,798 10 % 3,430 14 % 3,114 20 % Selling, general, and administrative 1,205 3 % 1,129 4 % 920 6 % Restructure and asset impairments 39 — % 1 — % 171 1 % Other operating (income) expense, net 61 — % (251) (1) % 124 1 % Operating income (loss) 9,770 26 % 1,304 5 % (5,745) (37) % Interest income (expense), net 19 — % (33) — % 80 1 % Other non-operating income (expense), net (135) — % (31) — % 7 — % Income tax (provision) benefit (1,124) (3) % (451) (2) % (177) (1) % Equity in net income (loss) of equity method investees 9 — % (11) — % 2 — % Net income (loss) $ 8,539 23 % $ 778 3 % $ (5,833) (38) % Total Revenue: Total revenue was impacted by the factors described in the section titled “Industry Conditions” above.
For example, a 5% decrease in future average selling prices would have changed the estimated net realizable value of our finished goods and work in process inventories by approximately $700 million as of August 29, 2024. 55 | 2024 10-K Table of Contents U.S.
For example, a 5% decrease in future average selling prices would have changed the estimated net realizable value of our finished goods and work in process inventories by approximately $750 million as of August 28, 2025. U.S. GAAP provides for products to be grouped into categories in order to compare costs to net realizable values.
SG&A expenses for 2023 were 14% lower as compared to 2022 primarily due to decreases in employee compensation, legal fees, advertising, and professional services. 50 Table of Contents Interest Income (Expense), Net : Interest income (expense) deteriorated for 2024 as compared to 2023 primarily due to increases in interest expense as a result of higher interest rates on our debt, partially offset by increases in interest income due to higher interest rates on our cash and investments.
SG&A expenses for 2024 increased 23% as compared to 2023 primarily due to an increase in employee compensation. 54 Table of Contents Interest Income (Expense), Net: Interest income (expense) improved in 2025 as compared to 2024 primarily due to decreases in interest expense as a result of increased capitalized interest driven by higher levels of building construction, partially offset by decreases in interest income due to lower interest rates on our cash and investments.
In addition, we receive a 25% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act.
In addition, we announced plans to bring advanced HBM packaging capabilities to the U.S. 56 Table of Contents In addition to the CHIPS Act direct funding, we receive a 35% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act.
Various tax reforms are being considered in multiple jurisdictions that, if enacted, contain provisions that could materially impact our tax expense. We continue to monitor the potential impact of these various tax reform proposals to our overall global effective tax rate and financial statements. Other: Further information can be found in the following notes contained in “Item 8.
We continue to monitor the potential impact of these various tax reform proposals to our overall global effective tax rate and financial statements. Other: Further information can be found in the following notes contained in Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements: • Note 12. Debt • Note 18. Equity Compensation Plans • Note 22.
Department of Commerce for up to $6.1 billion in direct funding under the CHIPS Act for our planned fab in Boise, Idaho and the first two planned fabs in Clay, New York. We are also eligible for federal loans up to $7.5 billion.
On December 9, 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho, and two planned fabs in Clay, New York.
Total revenue for 2023 decreased 49% as compared to 2022 primarily due to decreases in sales of both DRAM and NAND products. • Sales of DRAM products decreased 51% primarily due to a high-40% range decline in average selling prices and decreases in bit shipments in the high-single-digit percent range. • Sales of NAND products decreased 46% primarily due to a low-50% range decline in average selling prices partially offset by increases in bit shipments in the high-single-digit percent range.
Total revenue for 2025 increased 49% as compared to 2024 primarily due to increases in sales of both DRAM and NAND products. • Sales of DRAM products increased 62% primarily due to a low-40% range increase in average selling prices and a mid-teen percentage increase in bit shipments. • Sales of NAND products increased 18% primarily due to a high-teen percentage increase in bit shipments.
Estimates and judgments may vary under different assumptions or conditions and involve a significant level of uncertainty. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, or complex judgments.
Estimates and judgments may vary under different assumptions or conditions and involve a significant level of uncertainty. We evaluate our estimates and judgments on an ongoing basis.
Construction of the fab began in October 2023, with meaningful DRAM output projected in 2027. In addition, in October 2022, we announced plans to build a second leading-edge DRAM manufacturing facility, consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York.
Our announced plan for New York includes construction of a leading-edge DRAM memory manufacturing site, consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York.
The change in our effective tax rate for 2023 as compared to 2022 was primarily due to a pre-tax loss in 2023. Despite a consolidated pre-tax loss on a worldwide basis in 2023, we had taxes payable in certain geographies due to minimum taxable income reportable in those geographies.
Despite a consolidated pre-tax loss on a worldwide basis in 2023, we had taxes payable in certain geographies due to minimum taxable income reportable in those geographies. We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements.
Actual future results may differ from those estimates. We assess the reasonableness of our methodology, forecasts, and assumptions by comparing the aggregate calculated fair value for our reporting units to our market capitalization. Income taxes : We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictions around the world.
Actual future results may differ from those estimates. We assess the reasonableness of our methodology, forecasts, and assumptions by comparing the aggregate calculated fair value of our reporting units to our market capitalization. Government incentives: We receive incentives from governmental entities related to capital expenditures, expenses, and other activities.
Changes in revenue for each business unit for 2023 as compared to 2022 were as follows: • CNBU revenue decreased 58% primarily due to declines in average selling prices for DRAM and decreases in bit shipments. • MBU revenue decreased 50% primarily due to declines in average selling prices for both DRAM and NAND and decreases in NAND bit shipments. • EBU revenue decreased 31% primarily due to declines in average selling prices for both DRAM and NAND and decreases in bit shipments. • SBU revenue decreased 44% primarily due to declines in average selling prices for NAND partially offset by increases in bit shipments. 49 | 2024 10-K Table of Contents Operating Income (Loss) by Business Unit For the year ended 2024 2023 2022 CNBU $ 980 10 % $ (585) (10) % $ 5,844 43 % MBU 114 2 % (1,750) (48) % 2,160 30 % EBU 199 4 % 382 11 % 1,752 33 % SBU (362) (8) % (1,887) (74) % 513 11 % All Other 17 45 % 8 80 % 12 71 % $ 948 $ (3,832) $ 10,281 Percentages reflect operating income (loss) as a percentage of revenue for each business unit.
Changes in revenue for each business unit for 2024 as compared to 2023 were as follows: • CMBU revenue increased 103% driven by increases in DRAM bit shipments and average selling prices. • CDBU revenue increased 135% primarily due to increases in NAND and DRAM bit shipments and average selling prices. • MCBU revenue increased 58% primarily due to increases in DRAM and NAND bit shipments and average selling prices for both mobile and client markets. • AEBU revenue increased 12% primarily due to increases in DRAM bit shipments, partially offset by declines in average selling prices. 53 | 2025 10-K Table of Contents Operating Income (Loss) by Business Unit For the year ended 2025 2024 2023 CMBU $ 6,129 45 % $ 244 6 % $ (768) (41) % CDBU 2,180 30 % 255 5 % (563) (27) % MCBU 1,981 17 % (1) — % (3,189) (43) % AEBU 557 12 % 432 9 % 680 16 % All other (1) (8) % 18 49 % 8 73 % $ 10,846 $ 948 $ (3,832) Percentages reflect operating income (loss) as a percentage of revenue for each business unit.
Funding of certain significant capital projects is also dependent on the receipt of government incentives, which are subject to conditions and may not be obtained. To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D.
To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate capital expenditures for property, plant, and equipment, net of proceeds from government incentives, to be approximately $4.5 billion in first quarter of 2026.
The impacts of inventory NRV write-downs are summarized below: For the year ended 2024 2023 2022 Provision to write down inventory to NRV $ — $ (1,831) $ — Lower costs from sale of inventory written down in prior periods 987 844 — $ 987 $ (987) $ — Revenue by Business Unit For the year ended 2024 2023 2022 CNBU $ 9,513 38 % $ 5,710 37 % $ 13,693 45 % MBU 6,354 25 % 3,630 23 % 7,260 24 % EBU 4,614 18 % 3,637 23 % 5,235 17 % SBU 4,592 18 % 2,553 16 % 4,553 15 % All Other 38 — % 10 — % 17 — % $ 25,111 $ 15,540 $ 30,758 Percentages of total revenue may not total 100% due to rounding.
The impacts of inventory NRV write-downs are summarized below: For the year ended 2025 2024 2023 Provision to write down inventory to NRV $ — $ — $ (1,831) Lower costs from sale of inventory written down in prior periods — 987 844 $ — $ 987 $ (987) Revenue by Business Unit For the year ended 2025 2024 2023 CMBU $ 13,524 36 % $ 3,792 15 % $ 1,872 12 % CDBU 7,229 19 % 4,984 20 % 2,124 14 % MCBU 11,859 32 % 11,667 46 % 7,394 48 % AEBU 4,753 13 % 4,631 18 % 4,139 27 % All other 13 — % 37 — % 11 — % $ 37,378 $ 25,111 $ 15,540 Percentages of total revenue may not total 100% due to rounding.
We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds.
These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements reduced our tax provision by $1.05 billion (benefiting our diluted earnings per share by $0.93) for 2025.
In connection with improved 2024 market conditions, we reinstated our bonuses and phased out certain other temporary cost-saving measures that were implemented in 2023. We took significant steps in 2023 to reduce our costs and operating expenses, both on a temporary and ongoing structural basis.
In connection with improved market conditions in 2024, we reinstated our bonuses and phased out certain other temporary cost-saving measures that were implemented in 2023. In 2023, China’s Cyberspace Administration (the “CAC”) conducted a cybersecurity review of our products sold in China and decided that our products presented a cybersecurity risk.
Also in 2023, China’s Cyberspace Administration (the “CAC”) conducted a cybersecurity review of our products sold in China and decided that our products presented a cybersecurity risk. The CAC determined that critical information infrastructure operators in China may not purchase Micron products.
The CAC determined that critical information infrastructure operators in China may not purchase Micron products.
We expect these new fabs to be key to meeting our requirements for additional wafer capacity starting in the second half of the decade and beyond, in line with industry demand trends and to maintain an objective of stable bit share. We have signed a non-binding preliminary memorandum of terms with the U.S.
We continue to work with state and federal authorities for approval to start ground preparation, and anticipate production to ramp after the completion of the second Idaho fab. We expect these new fabs to be key to meeting our requirements for additional wafer capacity, in line with industry demand trends and our objective of maintaining stable bit share.
We estimate capital expenditures in 2025 for property, plant, and equipment, net of proceeds from government incentives, to be around mid-30% range of revenue for the year. Actual amounts for 2025 will vary depending on market conditions and may vary from quarter to quarter due to the timing of expenditures and proceeds from government incentives.
While quarterly expenditures may fluctuate, this level serves as a reasonable quarterly baseline for the planned capital expenditures for 2026. Actual amounts for 2026 will vary depending on market conditions and may vary from quarter to quarter due to the timing of expenditures and proceeds from government incentives.
These conditions drove a recovery of average selling prices throughout 2024 after significant declines in average selling prices throughout 2023.
These conditions drove substantial improvements in average selling prices throughout 2025 and 2024.
Changes in revenue for each business unit for 2024 as compared to 2023 were as follows: • CNBU revenue increased 67% driven by increases in bit shipments and DRAM average selling prices. • MBU revenue increased 75% primarily due to increases in average selling prices and bit shipments for both mobile DRAM and NAND. • EBU revenue increased 27% primarily due to increases in bit shipments, partially offset by declines in average selling prices. • SBU revenue increased 80% primarily due to increases in average selling prices and bit shipments.
Changes in revenue for each business unit for 2025 as compared to 2024 were as follows: • CMBU revenue increased 257% primarily due to increases in DRAM bit shipments and average selling prices driven by accelerating AI demand in cloud server markets for HBM, high-capacity dual in-line memory modules (“DIMMS”), and low-power server DRAM.
Changes in operating income or loss for each business unit for 2023 as compared to 2022 were as follows: • CNBU operating income (loss) deteriorated primarily due to declines in average selling prices and lower bit shipments. • MBU operating income (loss) deteriorated primarily due to declines in average selling prices and lower NAND bit shipments. • EBU operating income decreased primarily due to declines in average selling prices and lower bit shipments. • SBU operating income (loss) deteriorated primarily due to declines in average selling prices.
Changes in operating income or loss for each business unit for 2025 as compared to 2024 were as follows: • CMBU operating income increased primarily due to higher bit shipments and increases in average selling prices driven by robust AI demand in cloud server markets, particularly for HBM, DIMMs, and low-power server DRAM products.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Leases,” “ – Debt,” and “ – Commitments.” To support projected memory demand in the second half of the decade, we will need to add new DRAM wafer capacity. Following the enactment of the U.S.
In addition to the supply capacity we generate through our proprietary product and process technology that increases bit density per wafer, we will need to add new DRAM wafer capacity to support projected memory demand in the second half of the decade.
Selling, General, and Administrative: SG&A expenses for 2024 increased 23% as compared to 2023 primarily due to an increase in employee compensation.
R&D expenses for 2025 increased 11% as compared to 2024 primarily due to increases in employee compensation, depreciation expense, and higher volumes of development and pre-qualification wafers.
Removed
We executed well on pricing and improved our financial performance significantly from the start of the year. We are exiting the year with excellent momentum and an industry-leading product portfolio. In contrast, 2023 was a year of weak memory and storage industry demand in many end markets, stemming from global macroeconomic challenges and customer actions to reduce inventory levels.
Added
Industry Conditions AI-driven demand is accelerating and is outpacing industry supply. In 2025, we benefited from substantial improvements in DRAM pricing, volumes and margins as compared to 2024, reflecting strong demand growth, driven in part by the continued advancement of AI.
Removed
These conditions, which began in the fourth quarter of 2022 and persisted into early 2024, led to significant reductions in average selling prices for both DRAM and NAND and reductions in bit shipments for DRAM. We experienced declines in revenue across all our business segments and nearly all our end markets throughout 2023.
Added
During 2025, we shifted a portion of our DRAM supply to the data center and hyperscale cloud markets to meet the strong demand fueled by AI, with emphasis on HBM products, resulting in a revenue mix weighted more prominently toward segments experiencing higher growth.
Removed
The CAC decision has impacted our business, particularly in the domestic data center and networking markets in China, and we have been working to mitigate that impact. Our goal is to retain our worldwide DRAM and NAND market share.
Added
The pivot to higher-growth segments, together with our strong execution, robust overall industry DRAM demand, and constrained supply, has led to improved profitability across our DRAM portfolio. In 2025, NAND revenue increased from 2024 on higher bit shipments due to demand growth. The 2025 NAND gross margin percentage increased from 2024 due to cost reductions.
Removed
In manufacturing, we have been fully utilized throughout most of 2024 on our high-volume manufacturing nodes where we are maximizing output against our current capacity, which we have proactively, structurally lowered.
Added
We continue to prudently manage our NAND business to ensure we align our supply growth and technology node cadence with our projections of the demand environment. Throughout 2024, we experienced substantial improvements in pricing and margins due to improving market conditions as compared to 2023.
Removed
Beginning in the latter part of 2022, we reduced capital expenditures and wafer starts for both DRAM and NAND in response to challenging market conditions and increased levels of our inventories. In addition, to improve capital efficiency, we redeployed equipment from older technology nodes to support conversions to leading-edge nodes.
Added
Our consolidated gross margin percentage improved to 40% for 2025 from 22% for 2024 as a result of improvements in margins for both DRAM and NAND products. DRAM margins improved primarily due to increases in average selling prices, an increased mix of higher-margin products, including HBM, and manufacturing cost reductions driven by improvements in product and process technology.
Removed
Since the number of wafer processing steps is higher for leading-edge nodes, this approach has resulted in a meaningful structural reduction in DRAM and NAND wafer capacity. We believe this approach to node migration and consequent wafer capacity reduction was adopted across the industry.
Added
NAND margins improved primarily due to manufacturing cost reductions. Our consolidated gross margin for 2024 reflected $987 million of benefit due to lower costs from the sale of inventories written down to their net realizable value in 2023 (as detailed in “Inventory NRV Write-Downs” below).
Removed
We recognized period costs from fabrication facility underutilization of $382 million in 2023 and $165 million in the first quarter of 2024 due to wafer start reductions. Subsequently, fabrication facility underutilization was reduced and principally related to legacy manufacturing capacity. Accordingly, 2024 period costs beyond the first quarter were not significant.
Added
During 2025, CMBU revenue benefited from a shift of our DRAM supply to meet the strong demand in high-value data center markets. • CDBU revenue increased 45% primarily due to increases in average selling prices for both data center DRAM and NAND and NAND bit shipments due to increased demand for data center SSDs. • MCBU revenue increased 2% primarily due to increases in DRAM and NAND revenue.
Removed
These measures included the 2023 Restructure Plan, as well as implementing productivity programs, suspension of our 2023 bonus, reductions in select product programs, lower discretionary spending, and cuts to 2023 executive salaries. Under the 2023 Restructure Plan, we reduced our headcount by approximately 15% by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions.
Added
Increases in MCBU DRAM sales due to higher average selling prices were partially offset by decreases in bit shipments as MCBU product supply was constrained to meet demand from higher-value segments.
Removed
We incurred restructure charges of $171 million in 2023 primarily related to employee severance costs.
Added
Increases in NAND sales due to higher bit shipments were partially offset by decreases in NAND average selling prices. • AEBU revenue increased 3% primarily due to increases in DRAM and NAND bit shipments, partially offset by declines in average selling prices for both DRAM and NAND as a result of pricing pressure for certain legacy products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We estimate that, as of August 29, 2024 and August 31, 2023, a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio by approximately $20 million. Such impact would only be realized if investments were sold prior to maturity.
We estimate that, as of August 28, 2025 and August 29, 2024, a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio by approximately $20 million. Such impact would only be realized if investments were sold prior to maturity.
We estimate that, as of August 29, 2024 and August 31, 2023, a hypothetical 1% decrease in market interest rates would increase the fair value of our fixed-rate debt by approximately $520 million and $475 million, respectively. Interest rate risk related to our investment portfolio is managed by primarily investing in shorter term securities.
We estimate that, as of August 28, 2025 and August 29, 2024, a hypothetical 1% decrease in market interest rates would increase the fair value of our fixed-rate debt by approximately $660 million and $520 million, respectively. Interest rate risk related to our investment portfolio is managed by primarily investing in shorter term securities.
Risk Factors – Changes in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial condition.” The functional currency for all of our operations is the U.S. dollar.
Risk Factors, “Risks Related to Capitalization and Financial Markets—Changes in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial condition.” The functional currency for all of our operations is the U.S. dollar.
We generally utilize currency forward contracts in these hedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements. We do not use derivative financial instruments for trading or speculative purposes.
We generally utilize currency forward contracts in these hedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements.
Based on monetary assets and liabilities and investments in debt instruments denominated in foreign currencies, we estimate that a hypothetical 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $480 million as of August 29, 2024 and $129 million as of August 31, 2023.
We do not use derivative financial instruments for trading or speculative purposes. 61 | 2025 10-K Table of Contents Based on monetary assets and liabilities and investments in debt instruments denominated in foreign currencies, we estimate that a hypothetical 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $572 million as of August 28, 2025, and $480 million as of August 29, 2024.
As of August 29, 2024 and August 31, 2023, we had floating-rate debt, including fixed-rate debt that is swapped to floating-rate debt, with an aggregate principal amount of $2.89 billion and $4.63 billion, respectively.
As of August 28, 2025, we had floating rate debt with an aggregate principal amount of $984 million, and as of August 29, 2024, we had floating-rate debt and fixed-rate debt that was swapped to floating-rate debt with an aggregate principal amount of $2.89 billion.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We are exposed to interest rate risk related to our indebtedness and our investment portfolio.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We are exposed to interest rate risk related to our indebtedness and our investment portfolio, and as a result, the fair value of our debt fluctuates with changes in market interest rates.
See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Derivative Instruments.” 57 | 2024 10-K Table of Contents
See Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 17. Derivative Instruments. 62 Table of Contents
As of August 29, 2024 and August 31, 2023, we had fixed-rate debt with an aggregate carrying value of $8.52 billion and $7.52 billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.
As of August 28, 2025 and August 29, 2024, we had fixed-rate debt with an aggregate carrying value of $10.55 billion and $8.52 billion, respectively.
A hypothetical 1% increase in the interest rates of this floating-rate debt would result in an increase in annual interest expense of $29 million and $46 million as of August 29, 2024 and August 31, 2023, respectively. 56 Table of Contents Foreign Currency Exchange Rate Risk The information in this section should be read in conjunction with the information related to changes in the currency exchange rates in “Part I – Item 1A.
A hypothetical 1% increase in the interest rates of this debt would result in an increase in annual interest expense of $10 million and $29 million as of August 28, 2025 and August 29, 2024, respectively.
Added
Foreign Currency Exchange Rate Risk The information in this section should be read in conjunction with the information related to changes in the currency exchange rates in Part I, Item 1A.

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