What changed in this filing

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Item 2. Properties

2025-10-03 compared with 2024-10-04 · 29 added, 22 removed, 16 unchanged (76% of the section changed)

5 unchanged sentences

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

Japan R&D, wafer fabrication

Malaysia Component assembly and test, module assembly and test

1 unchanged sentence

Component assembly and test, module assembly and test

43 | 2024 10-K

We believe that our existing facilities are suitable and adequate for our present purposes.

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.

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.

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.

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.

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.

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.

We expect construction site preparation to begin in calendar 2025, with production anticipated to ramp in the latter half of the decade.

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.

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.

In addition, we receive a 25% investment tax credit on qualified investments in U.S.

Construction of the fab began in October 2023, with first DRAM wafer output projected in the second half of calendar 2027.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Construction is also progressing for the assembly and test facility in Gujarat, India to address demand in the latter half of this decade.

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.

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.

Planned investments and those underway include the following:

our construction is progressing for the assembly and test facility in Gujarat to address demand in the latter half of this decade;

we are modernizing our Hiroshima manufacturing facility to support the production of DRAM using EUV lithography;

we broke ground on an HBM advanced packaging facility to meaningfully expand our total advanced packaging capacity beginning in calendar 2027;

we are modernizing our production capacity for DRAM and HBM products to meet rising market demand.

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 – Geographic Information.”

Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 29.

Geographic Information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties