Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Consolidated Statements of Operations
64
Consolidated Statements of Comprehensive Income (Loss)
65
Consolidated Balance Sheets
66
Consolidated Statements of Changes in Equity
67
Consolidated Statements of Cash Flows
68
Notes to Consolidated Financial Statements
69
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
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Micron Technology, Inc.
Consolidated Statements of Operations
(In millions, except per share amounts)
For the year ended August 28,
2025 August 29,
2024 August 31,
2023
Revenue $ 37,378 $ 25,111 $ 15,540
Cost of goods sold 22,505 19,498 16,956
Gross margin 14,873 5,613 ( 1,416 )
Research and development 3,798 3,430 3,114
Selling, general, and administrative 1,205 1,129 920
Restructure and asset impairments 39 1 171
Other operating (income) expense, net 61 ( 251 ) 124
Operating income (loss) 9,770 1,304 ( 5,745 )
Interest income 496 529 468
Interest expense ( 477 ) ( 562 ) ( 388 )
Other non-operating income (expense), net ( 135 ) ( 31 ) 7
9,654 1,240 ( 5,658 )
Income tax (provision) benefit ( 1,124 ) ( 451 ) ( 177 )
Equity in net income (loss) of equity method investees
9 ( 11 ) 2
Net income (loss) $ 8,539 $ 778 $ ( 5,833 )
Earnings (loss) per share
Basic $ 7.65 $ 0.70 $ ( 5.34 )
Diluted 7.59 0.70 ( 5.34 )
Number of shares used in per share calculations
Basic 1,116 1,105 1,093
Diluted 1,125 1,118 1,093
See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
For the year ended August 28,
2025 August 29,
2024 August 31,
2023
Net income (loss) $ 8,539 $ 778 $ ( 5,833 )
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments 92 142 234
Pension liability adjustments 6 3 11
Unrealized gains (losses) on investments 4 33 6
Foreign currency translation adjustments — — ( 3 )
Other comprehensive income (loss) 102 178 248
Total comprehensive income (loss) $ 8,641 $ 956 $ ( 5,585 )
See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
Consolidated Balance Sheets
(In millions, except par value amounts)
As of August 28,
2025 August 29,
2024
Assets
Cash and cash equivalents
$ 9,642 $ 7,041
Short-term investments 665 1,065
Receivables 9,265 6,615
Inventories 8,355 8,875
Other current assets 914 776
Total current assets 28,841 24,372
Long-term marketable investments 1,629 1,046
Property, plant, and equipment 46,590 39,749
Operating lease right-of-use assets 736 645
Intangible assets 453 416
Deferred tax assets 616 520
Goodwill 1,150 1,150
Other noncurrent assets 2,783 1,518
Total assets $ 82,798 $ 69,416
Liabilities and equity
Accounts payable and accrued expenses $ 9,649 $ 7,299
Current debt 560 431
Other current liabilities 1,245 1,518
Total current liabilities 11,454 9,248
Long-term debt 14,017 12,966
Noncurrent operating lease liabilities 701 610
Noncurrent unearned government incentives 1,018 550
Other noncurrent liabilities 1,443 911
Total liabilities 28,633 24,285
Commitments and contingencies
Shareholders’ equity
Common stock, $ 0.10 par value, 3,000 shares authorized, 1,266 shares issued and 1,122 outstanding ( 1,253 shares issued and 1,109 outstanding as of August 29, 2024)
127 125
Additional capital 13,339 12,115
Retained earnings 48,583 40,877
Treasury stock, 144 shares held ( 144 shares as of August 29, 2024)
( 7,852 ) ( 7,852 )
Accumulated other comprehensive income (loss) ( 32 ) ( 134 )
Total equity 54,165 45,131
Total liabilities and equity $ 82,798 $ 69,416
See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
Consolidated Statements of Changes in Equity
(In millions, except per share amounts)
Common Stock Additional Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive
Income (Loss) Total Shareholders’ Equity
Number
of Shares Amount
Balance as of September 1, 2022 1,226 $ 123 $ 10,197 $ 47,274 $ ( 7,127 ) $ ( 560 ) $ 49,907
Net income (loss) — — — ( 5,833 ) — — ( 5,833 )
Other comprehensive income (loss), net — — — — — 248 248
Stock issued under equity compensation plans
15 1 262 — — — 263
Stock-based compensation expense — — 596 — — — 596
Repurchase of stock – repurchase program
— — — — ( 425 ) — ( 425 )
Repurchase of stock – withholdings on employee equity awards
( 2 ) — ( 19 ) ( 108 ) — — ( 127 )
Dividends and dividend equivalents declared ($ 0.460 per share)
— — — ( 509 ) — — ( 509 )
Balance as of August 31, 2023 1,239 $ 124 $ 11,036 $ 40,824 $ ( 7,552 ) $ ( 312 ) $ 44,120
Net income (loss) — — — 778 — — 778
Other comprehensive income (loss), net — — — — — 178 178
Stock issued under equity compensation plans
17 1 271 — — — 272
Stock-based compensation expense — — 833 — — — 833
Repurchase of stock – repurchase program
— — — — ( 300 ) — ( 300 )
Repurchase of stock – withholdings on employee equity awards
( 3 ) — ( 25 ) ( 207 ) — — ( 232 )
Dividends and dividend equivalents declared ($ 0.460 per share)
— — — ( 518 ) — — ( 518 )
Balance as of August 29, 2024 1,253 $ 125 $ 12,115 $ 40,877 $ ( 7,852 ) $ ( 134 ) $ 45,131
Net income (loss) — — — 8,539 — — 8,539
Other comprehensive income (loss), net — — — — — 102 102
Stock issued under equity compensation plans
16 2 285 — — — 287
Stock-based compensation expense — — 972 — — — 972
Repurchase of stock – withholdings on employee equity awards
( 3 ) — ( 33 ) ( 306 ) — — ( 339 )
Dividends and dividend equivalents declared ($ 0.460 per share)
— — — ( 527 ) — — ( 527 )
Balance as of August 28, 2025 1,266 $ 127 $ 13,339 $ 48,583 $ ( 7,852 ) $ ( 32 ) $ 54,165
See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
Consolidated Statements of Cash Flows
(In millions)
For the year ended August 28,
2025 August 29,
2024 August 31,
2023
Cash flows from operating activities
Net income (loss) $ 8,539 $ 778 $ ( 5,833 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets 8,352 7,780 7,756
Stock-based compensation 972 833 596
Provision to write down inventories to net realizable value — — 1,831
Goodwill impairment
— — 101
Change in operating assets and liabilities:
Receivables ( 1,776 ) ( 3,581 ) 2,763
Inventories 520 ( 488 ) ( 3,555 )
Accounts payable and accrued expenses 862 1,915 ( 1,302 )
Other current liabilities
( 272 ) 989 ( 817 )
Other 328 281 19
Net cash provided by operating activities 17,525 8,507 1,559
Cash flows from investing activities
Expenditures for property, plant, and equipment ( 15,857 ) ( 8,386 ) ( 7,676 )
Purchases of available-for-sale securities ( 1,890 ) ( 1,999 ) ( 723 )
Proceeds from government incentives 2,005 315 710
Proceeds from maturities and sales of available-for-sale securities
1,698 1,794 1,591
Other ( 43 ) ( 33 ) ( 93 )
Net cash used for investing activities
( 14,087 ) ( 8,309 ) ( 6,191 )
Cash flows from financing activities
Repayments of debt ( 4,619 ) ( 1,897 ) ( 761 )
Payments of dividends to shareholders ( 522 ) ( 513 ) ( 504 )
Repurchases of common stock - repurchase program — ( 300 ) ( 425 )
Payments on equipment purchase contracts — ( 149 ) ( 138 )
Proceeds from issuance of debt 4,430 999 6,716
Other ( 139 ) 18 95
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
Cash, cash equivalents, and restricted cash at beginning of period 7,052 8,656 8,339
Cash, cash equivalents, and restricted cash at end of period $ 9,646 $ 7,052 $ 8,656
Supplemental disclosures
Income taxes paid, net $ ( 583 ) $ ( 338 ) $ ( 532 )
Interest paid, net of amounts capitalized ( 418 ) ( 503 ) ( 323 )
Non-cash equipment acquisitions on contracts payable
321 118 165
See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All tabular amounts in millions, except per share amounts)
Note 1. Significant Accounting Policies
Basis of Presentation
We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all . With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.
The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior-period amounts to conform to current-period presentation.
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 period references are to our fiscal periods unless otherwise indicated.
Derivative and Hedging Instruments
We use derivative instruments to manage our exposure to changes in currency exchange rates from (1) our monetary assets and liabilities denominated in currencies other than the U.S. dollar, (2) non-U.S.-dollar-denominated investments in debt instruments, and (3) forecasted cash flows for certain capital expenditures and manufacturing costs. We also use derivative instruments to manage our exposure to changes in commodity prices for manufacturing supplies. Derivative instruments are measured at their fair values and recognized as either assets or liabilities.
The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated for hedge accounting, gains or losses from changes in fair values are recognized in other non-operating income (expense) and cash flows are classified as investing activities in the statement of cash flows. For derivative instruments designated as cash flow hedges, gains or losses are included as a component of accumulated other comprehensive income and reclassified into earnings in the same line items and in the same periods in which the underlying transactions affect earnings. For derivative instruments designated as fair value hedges, changes in the fair values of the derivative instruments and the offsetting changes in the fair values of the underlying hedged items are both recognized in earnings. For foreign currency and commodity derivative instruments designated as cash flow hedges or fair value hedges, time value is excluded from the assessment of effectiveness and the gains and losses attributable to time value are recognized in earnings through an amortization approach. Cash flows from derivative instruments designated as cash flow hedges or fair value hedges are classified in the same category as the items being hedged.
We enter into master netting arrangements with our counterparties to mitigate credit risk in derivative hedge transactions. These master netting arrangements allow us and our counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net basis.
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Financial Instruments
Cash equivalents include highly liquid short-term investments with original maturities at the time of purchase of three months or less that are readily convertible to known amounts of cash. Other investments with remaining maturities of less than one year are included in short-term investments. Investments with remaining maturities greater than one year are included in long-term marketable investments. The carrying value of investment securities sold is determined using the specific identification method.
Functional Currency
The U.S. dollar is the functional currency for us and all of our consolidated subsidiaries.
Goodwill
We perform an annual impairment assessment for goodwill in our fourth quarter each year.
Government Incentives
We receive incentives from governmental entities related to capital expenditures, expenses, and other activities. The government incentives we receive may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained. Government incentives are recognized in the financial statements based on the underlying principal criteria for earning the incentives when there is reasonable assurance that the conditions of the government incentives are met and the incentive will be received. Incentives related to the acquisition or construction of property, plant, and equipment are recognized as a reduction in the carrying amounts of the related assets and as a reduction of subsequent depreciation expense over the useful lives of the assets. Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred. Government incentives received prior to being earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables. Cash received from government incentives related to operating expenses is included as an operating activity in the statement of cash flows, whereas cash received, including by constructive receipt, from incentives related to the acquisition of property, plant, and equipment is included as an investing activity. For each project, we estimate the total expected project costs and recognize a proportionate benefit as qualified project costs are incurred. As the estimated total expected qualified project cost changes, we adjust our estimate of the recognized proportionate benefit.
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis. Cost includes depreciation, labor, material, and overhead costs, including product and process technology costs. Determining net realizable value of finished goods and work in process inventories requires projecting future average selling prices, sales volumes, and costs per part. When net realizable value is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. 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.
Leases
We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date. We recognize right-of-use assets and lease liabilities for operating and finance leases with terms greater than 12 months. Right-of-use assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. We do not separate lease and non-lease components for real-estate and gas plant leases. Sublease income is included within lease expense.
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Product and Process Technology
Costs incurred to (1) acquire product and process technology, (2) patent technology, and (3) keep patents in force, are capitalized and amortized on a straight-line basis over periods ranging up to 12.5 years. We capitalize a portion of costs incurred to patent technology based on historical data of patents issued as a percent of patents we file. Product and process technology costs are amortized over the shorter of (1) the estimated useful life of the technology, (2) the patent term, or (3) the term of the technology agreement. Fully-amortized assets are removed from product and process technology and accumulated amortization.
Product Warranty
We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. Under certain circumstances, we provide more extensive limited warranty coverage than that provided under our standard terms and conditions. Our warranty obligations are not material.
Property, Plant, and Equipment
Property, plant, and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally 10 to 30 years for buildings, 7 years for production equipment, up to 7 years for other equipment, and 3 to 5 years for software. Assets held for sale are carried at the lower of estimated fair value or carrying value and are included in current assets. When property, plant, or equipment is retired or otherwise disposed, the net book value is removed and we recognize any gain or loss in results of operations.
We capitalize interest on borrowings during the period of time we carry out the activities necessary to bring assets to the condition of their intended use and location. We utilize a weighted-average capitalization rate that is based on our consolidated debt portfolio. Capitalized interest becomes part of the cost of assets.
Research and Development
Costs related to the conceptual formulation and design of products and processes are charged to R&D expense as incurred. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.
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. 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 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.
Stock-based Compensation
Stock-based compensation is measured at the grant date, based on the fair value of the award, and recognized as expense under the straight-line attribution method over the requisite service period. We account for forfeitures as they occur. We issue new shares upon the exercise of stock options, conversion of share units, or issuance of shares under our ESPP.
Treasury Stock
Treasury stock is carried at cost. When we retire our treasury stock, any excess of the repurchase price paid over par value is allocated between additional capital and retained earnings.
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Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our 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. Estimates and judgments may differ under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Actual results could differ from estimates.
Note 2. Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 (ASC Topic 280), Improvements to Reportable Segment Disclosures . This ASU expands on existing reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. We adopted this ASU in the fourth quarter of 2025 on a retrospective basis. Adoption of this ASU resulted in increased disclosures in the Notes to Consolidated Financial Statements. See Note 27. Segment and Other Information.
Note 3. Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures . This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. This ASU will be effective for our annual reporting for 2026 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03 (ASC Topic 220), Disaggregation of Income Statement Expenses . This ASU requires disclosure of certain expenses in the notes to the financial statements. This ASU will be effective for our annual reporting for 2028 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06 (ASC Topic 350), Targeted Improvements to the Accounting for Internal-Use Software . This ASU makes targeted improvements to the accounting for internal-use software and ASU will be effective for the first quarter of 2029, with early adoption permitted. This ASU provides for adoption on a prospective basis, with retrospective or modified retrospective application permitted. We are evaluating the timing and effects of our adoption of this new guidance on our financial statements.
Note 4. Variable Interest Entities
Certain third-party special purpose entities (the “Lease SPEs”) facilitate equipment lease financing transactions between us and various financial institutions. Neither we nor the financial institutions have an equity interest in the Lease SPEs, which are variable interest entities. The arrangements are financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs. We do not have the power to direct the activities of the Lease SPEs that most significantly impact their economic performance and, as such, we do not consolidate them. As of August 28, 2025, we had approximately $ 1.58 billion of financial lease liabilities and right-of-use assets under these arrangements.
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Note 5. Cash and Investments
All of our short-term investments and long-term marketable investments were classified as available for sale as of the dates noted below. Cash and cash equivalents and the fair values of our available-for-sale securities, which approximated amortized costs, were as follows:
As of August 28, 2025 As of August 29, 2024
Cash and Cash Equivalents
Short-term Investments Long-term Marketable Investments (1)
Total Fair Value Cash and Cash Equivalents
Short-term Investments Long-term Marketable Investments (1)
Total Fair Value
Cash $ 7,875 $ — $ — $ 7,875 $ 6,654 $ — $ — $ 6,654
Level 1 (2)
Money market funds 410 — — 410 20 — — 20
Level 2 (3)
Certificates of deposit 1,292 6 — 1,298 316 6 — 322
Corporate bonds 23 559 1,047 1,629 — 771 571 1,342
Asset-backed securities — 31 521 552 — 46 433 479
Government securities 9 43 61 113 35 82 42 159
Commercial paper
33 26 — 59 16 160 — 176
9,642 $ 665 $ 1,629 $ 11,936 7,041 $ 1,065 $ 1,046 $ 9,152
Restricted cash (4)
4 11
Cash, cash equivalents, and restricted cash $ 9,646 $ 7,052
(1) The maturities of long-term marketable investments primarily range from one to five years , except for asset-backed securities which are not due at a single maturity date.
(2) The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3) The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of August 28, 2025 or August 29, 2024.
(4) Restricted cash is included in other current assets.
Gross realized gains and losses from sales of available-for-sale securities were not material for any period presented.
Non-marketable Equity Investments
In addition to the amounts included in the table above, we had $ 194 million and $ 190 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of August 28, 2025 and August 29, 2024, respectively. For non-marketable investments, we recognized net losses in other non-operating income (expense) of $ 10 million, $ 32 million, and $ 7 million in 2025, 2024, and 2023, respectively. Our non-marketable equity investments are recorded at fair value on a non-recurring basis and classified as Level 3.
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Note 6. Receivables
As of August 28,
2025 August 29,
2024
Trade receivables $ 7,163 $ 5,419
Government incentives
1,572 834
Income and other taxes 436 268
Other 94 94
$ 9,265 $ 6,615
Note 7. Inventories
As of August 28,
2025 August 29,
2024
Finished goods $ 1,094 $ 1,308
Work in process 6,401 6,774
Raw materials and supplies 860 793
$ 8,355 $ 8,875
In 2023, we recorded charges of $ 1.83 billion to cost of goods sold to write down the carrying value of work in process and finished goods inventories to their estimated net realizable value.
Note 8. Property, Plant, and Equipment
As of August 28,
2025 August 29,
2024
Land $ 420 $ 284
Buildings 22,173 20,141
Equipment (1)
79,934 70,813
Construction in progress (2)
5,518 3,444
Software 1,651 1,365
109,696 96,047
Accumulated depreciation ( 63,106 ) ( 56,298 )
$ 46,590 $ 39,749
(1) Includes costs related to equipment not placed into service of $ 4.05 billion as of August 28, 2025 and $ 3.10 billion as of August 29, 2024.
(2) Primarily includes building-related construction and tool installation.
Depreciation expense was $ 8.28 billion, $ 7.70 billion, and $ 7.67 billion for 2025, 2024, and 2023, respectively. Interest capitalized as part of the cost of property, plant, and equipment was $ 321 million, $ 225 million, and $ 208 million for 2025, 2024, and 2023, respectively.
Note 9. Leases
We have finance and operating leases through which we obtain the right to use facilities, land, and equipment that support our business operations. Our finance leas es consist primarily of (1) equipment leases and (2) gas and other supply agreements that are deemed to contain embedded leases. Ou r operating leases consist primarily of offices, laboratories, other facilities, and land. Certain of our operating leases include one or more options to extend the lease term for periods from one year to 10 years for real estate and one year to 99 years for land. In determining the lease term, we assess whether we are reasonably certain to exercise any options to renew or terminate a lease or to purchase the right-of-use asset.
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Certain supply or service agreements require us to exercise significant judgment to determine whether the agreement contains a lease. Our assessment includes determining whether we or the supplier control the assets used to fulfill the agreements by identifying whether we or the supplier have the right to change the type, quantity, timing, or location of the output of the assets. Our gas supply arrangements generally are deemed to contain a lease because we have the right to substantially all of the output of the assets used to produce the supply and we have the right to change the quantity and timing of the output of those assets.
The components of lease cost are presented below:
For the year ended 2025 2024 2023
Finance lease cost
Amortization of right-of-use asset $ 335 $ 176 $ 105
Interest on lease liability 127 70 24
Operating lease cost (1)
153 140 137
$ 615 $ 386 $ 266
(1) I ncludes short-term and variable lease costs.
Supplemental cash flow information related to leases was as follows:
For the year ended 2025 2024 2023
Cash flows used for operating activities
Finance leases
$ 120 $ 61 $ 24
Operating leases
149 132 139
Cash flows used for financing activities – Finance leases 323 155 109
Non-cash acquisitions of right-of-use assets
Finance leases 1,298 905 508
Operating leases
166 54 57
Supplemental balance sheet information related to leases was as follows:
As of August 28,
2025 August 29,
2024
Finance lease right-of-use assets (included in property, plant, and equipment)
$ 3,004 $ 2,038
Current operating lease liabilities (included in accounts payable and accrued expenses) 74 71
Weighted-average remaining lease term (in years)
Finance leases
7 8
Operating leases
12 10
Weighted-average discount rate
Finance leases
5.19 % 4.91 %
Operating leases
4.26 % 3.42 %
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As of August 28, 2025, maturities of lease liabilities by fiscal year were as follows:
Finance Leases Operating Leases
2026 $ 675 $ 92
2027 660 97
2028 640 89
2029 548 83
2030 336 85
2031 and thereafter 647 628
Less imputed interest
( 462 ) ( 299 )
$ 3,044 $ 775
The table above excludes obligations for leases that have been executed but have not yet commenced. As of August 28, 2025, excluded obligations consisted of $ 1.16 billion of finance lease obligations over a weighted-average period of 15 years for gas supply arrangements deemed to contain embedded leases and equipment leases. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.
Note 10. Intangible Assets
As of August 28, 2025 As of August 29, 2024
Gross
Amount Accumulated
Amortization Net Carrying Amount Gross
Amount Accumulated
Amortization Net Carrying Amount
Product and process technology $ 662 $ ( 217 ) $ 445 $ 683 $ ( 278 ) $ 405
Other
8 — 8 11 — 11
$ 670 $ ( 217 ) $ 453 $ 694 $ ( 278 ) $ 416
In 2025, 2024, and 2023, we capitalized $ 112 million, $ 84 million, and $ 87 million, respectively, for product and process technology with weighted-average useful lives of 9 years, 10 years, and 9 years, respectively. Amortization expense was $ 71 million, $ 82 million, and $ 86 million for 2025, 2024, and 2023, respectively. Expected amortization expense is $ 73 million for 2026, $ 65 million for 2027, $ 62 million for 2028, $ 55 million for 2029, $ 57 million for 2030, and $ 141 million for 2031 and thereafter.
Note 11. Accounts Payable and Accrued Expenses
As of August 28,
2025 August 29,
2024
Accounts payable $ 3,132 $ 2,726
Property, plant, and equipment 4,391 2,925
Salaries, wages, and benefits 1,116 1,117
Income and other taxes 628 218
Other 382 313
$ 9,649 $ 7,299
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Note 12. Debt
As of August 28, 2025 As of August 29, 2024
Net Carrying Amount Net Carrying Amount
Stated Rate Effective Rate Principal Current Long-Term Total Principal Current Long-Term Total
2028 Notes 5.375 % 5.52 % $ 542 $ — $ 540 $ 540 $ 600 $ — $ 597 $ 597
2029 Term Loan A 5.455 % 5.49 % 984 — 982 982 — — — —
2029 A Notes 5.327 % 5.40 % 700 — 698 698 700 — 698 698
2029 B Notes 6.750 % 6.54 % 1,159 — 1,168 1,168 1,250 — 1,261 1,261
2030 Notes
4.663 % 4.73 % 796 — 794 794 850 — 847 847
2031 Notes
5.300 % 5.41 % 1,000 — 995 995 1,000 — 994 994
2032 Green Bonds 2.703 % 2.77 % 1,000 — 996 996 1,000 — 996 996
2032 Notes
5.650 % 5.79 % 500 — 496 496 — — — —
2033 A Notes 5.875 % 5.96 % 750 — 746 746 750 — 745 745
2033 B Notes 5.875 % 6.01 % 900 — 892 892 900 — 891 891
2035 A Notes 5.800 % 5.90 % 1,000 — 992 992 — — — —
2035 B Notes 6.050 % 6.14 % 1,250 — 1,241 1,241 — — — —
2041 Notes 3.366 % 3.41 % 500 — 497 497 500 — 497 497
2051 Notes 3.477 % 3.52 % 500 — 496 496 500 — 496 496
2026 Term Loan A
N/A N/A — — — — 922 49 872 921
2026 Notes N/A N/A — — — — 500 — 499 499
2027 Term Loan A N/A N/A — — — — 1,065 57 1,006 1,063
2027 Notes
N/A N/A — — — — 900 — 838 838
Finance lease obligations
N/A 5.19 % 3,044 560 2,484 3,044 2,054 325 1,729 2,054
$ 14,625 $ 560 $ 14,017 $ 14,577 $ 13,491 $ 431 $ 12,966 $ 13,397
As of August 28, 2025, all of our debt, other than finance lease obligations, were unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and were effectively subordinated to all future secured indebtedness, to the extent of the value of the assets securing such indebtedness. All our unsecured debt were obligations of our parent company, Micron, and were structurally subordinated to all liabilities of its subsidiaries, including trade payables. The terms of our indebtedness generally contain cross payment default and cross acceleration provisions. Micron’s guarantees of certain liabilities of its subsidiaries are unsecured obligations ranking equally in right of payment with all of Micron’s other existing and future unsecured indebtedness.
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Debt Activity
The table below presents the effects of debt issuances and prepayment activities in 2025:
Transaction Date Increase (Decrease) in Principal Increase (Decrease) in Carrying Value Increase (Decrease) in Cash
Issuances
2035 A Notes
January 16, 2025
$ 1,000 $ 992 $ 992
2029 Term Loan A
January 17, 2025
1,684 1,681 1,681
2032 Notes
April 29, 2025
500 496 496
2035 B Notes
April 29, 2025
1,250 1,241 1,241
Prepayments
2026 Term Loan A
January 17, 2025
( 897 ) ( 896 ) ( 897 )
2027 Term Loan A
January 17, 2025
( 1,037 ) ( 1,035 ) ( 1,037 )
2026 Notes
February 12, 2025
( 500 ) ( 499 ) ( 501 )
2027 Notes
May 27, 2025
( 900 ) ( 854 ) ( 900 )
2028 Notes
Various dates
( 58 ) ( 57 ) ( 59 )
2029 B Notes
Various dates ( 91 ) ( 91 ) ( 98 )
2030 Notes
Various dates ( 54 ) ( 53 ) ( 54 )
2029 Term Loan A
August 18, 2025
( 700 ) ( 699 ) ( 700 )
$ 197 $ 226 $ 164
In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $ 900 million notional amount equal to the principal amount of the 2027 Notes. The fixed-to-floating interest rate swaps were accounted for as fair value hedges, and as a result, the carrying value of our 2027 Notes reflected adjustments in fair value. In the third quarter of 2025, we settled these fixed-to-floating interest rate swaps in connection with the prepayment of the 2027 Notes. In the third quarter of 2025, we recognized a $ 46 million loss in other non-operating income (expense) on prepayment of the 2027 Notes.
Senior Unsecured Notes
We may redeem our 2028 Notes, 2029 A Notes, 2029 B Notes, 2030 Notes, 2031 Notes, 2032 Green Bonds, 2032 Notes, 2033 A Notes, 2033 B Notes, 2035 A Notes, 2035 B Notes, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at a redemption price equal to the greater of (i) 100 % of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, plus, in each case, accrued interest. We may also redeem any series of the Senior Unsecured Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued interest between one and six months prior to the applicable maturity date, in accordance with the respective terms of such series.
The Senior Unsecured Notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80 % of the voting stock and which own principal property, as defined in the indenture governing the Senior Unsecured Notes) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions with respect to any principal property; and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as defined in the indenture governing each series of the Senior Unsecured Notes, we will be required to offer to repurchase the Senior Unsecured Notes of such series at a price equal to 101 % of the principal amount plus accrued interest up to the repurchase date.
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2029 Term Loan A
On January 17, 2025, we entered into a term loan agreement and borrowed $ 1.68 billion in principal amount due January 17, 2029 (the “Term Loan Agreement”). Borrowings under the Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 0.875 % to 1.50 %, depending on our corporate credit ratings. On August 18, 2025, we prepaid $ 700 million of the principal amount.
The Term Loan Agreement requires us to maintain, on a consolidated basis, a net leverage ratio of total net indebtedness to adjusted EBITDA, as defined in the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four fiscal quarter increase in such maximum ratio to 3.75 to 1.00 following certain material acquisitions. Our obligations under the Term Loan Agreement are unsecured.
Revolving Credit Facility
As of August 28, 2025, no amounts were outstanding under the Revolving Credit Facility and $ 3.50 billion was available to us. Under the Revolving Credit Facility, borrowing would generally bear interest at a rate equal to adjusted term SOFR plus 0.875 % to 1.50 %, depending on our corporate credit ratings. Any amounts outstanding under the Revolving Credit Facility would mature on March 12, 2030 and amounts borrowed may be prepaid without penalty. Any obligations under the Revolving Credit Facility would be unsecured.
The Revolving Credit Facility contains the same net leverage ratio and substantially the same other covenants as the Term Loan Agreement.
Maturities of Notes Payable
As of August 28, 2025, maturities of notes payable and the term loan by fiscal year were as follows:
2026 $ —
2027 —
2028 542
2029 1,684
2030 1,955
2031 and thereafter 7,400
Unamortized issuance costs, discounts, and premium, net ( 48 )
$ 11,533
Note 13. Commitments
As of August 28, 2025, we had noncancelable commitments with remaining contractual terms in excess of one year of approximately $ 5.5 billion for purchase obligations, of which approximately $ 1.2 billion will be due in 2026, $ 1.2 billion due in 2027, $ 1.0 billion due in 2028, $ 400 million due in 2029, $ 400 million due in 2030, and $ 1.3 billion due in 2031 and thereafter. Purchase obligations primarily include payments for goods or services with either a fixed or minimum quantity and price, which includes payments for the acquisition of property, plant, and equipment. Payments for leases that have been executed but have not yet commenced are excluded.
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Note 14. Contingencies
We are currently a party to legal actions other than those described below arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition.
Patent Matters
As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights. A description of certain claims is below.
On April 28, 2021, Netlist, Inc. (“Netlist”) filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. (“MSP”), and Micron Technology Texas, LLC (“MTEC”) in the U.S. District Court for the Western District of Texas (“W.D. Tex.”). The first complaint alleges that one U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are infringed by certain of our load-reduced dual in-line memory modules (“LRDIMMs”). Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs. On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor Germany, GmbH in Düsseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs. The complaint seeks damages, costs, and injunctive relief. In rulings issued on March 7, 2024 and November 7, 2024, the Federal Patent Court in Germany declared both patents invalid. Netlist has appealed those rulings.
On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the Eastern District of Texas (“E.D. Tex.”) alleging that six U.S. patents are infringed by certain of our memory modules and HBM products. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D. Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. On August 15, 2022, Netlist amended the second complaint to assert that two additional U.S. patents are infringed by certain of our LRDIMMs. The complaints in E.D. Tex. seek injunctive relief, damages, and attorneys’ fees. On May 23, 2024, following a four-day trial regarding the second complaint filed by Netlist in the E.D. Tex., a jury rendered a verdict that Micron’s memory modules infringe two asserted patents — U.S. Patent No. 7,619,912 (“the ‘912 patent”) and U.S. Patent No. 11,093,417 (“the ‘417 patent”) — and found that Micron should pay $ 425 million for infringement of the ‘912 patent and $ 20 million for infringement of the ‘417 patent. On July 9, 2025, Micron filed a notice that it will appeal the judgment. On April 17, 2024, the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office (“USPTO”) issued a final written decision (“FWD”) finding unpatentable the sole asserted claim of the ‘912 patent. On September 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘912 patent is unpatentable to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”). On July 30, 2024, the USPTO issued a FWD finding unpatentable all asserted claims of the ‘417 patent. On December 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘417 patent is unpatentable to the Federal Circuit. In the case of each of the ‘912 and ‘417 patents, if the United States Court of Appeals for the Federal Circuit affirms the FWD, then the affirmed FWD will preclude any pending actions asserting infringement of such patent (including any infringement verdict that is subject to an ongoing appeal).
On May 19, 2025, Netlist filed a complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by our HBM products. On July 8, 2025, Netlist amended the complaint to allege that one additional U.S. patent is infringed by certain of our DIMMs. On July 28, 2025, Netlist filed an additional complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by certain of our DIMMs. These complaints seek damages, attorneys’ fees, and other equitable relief.
On January 23, 2023, Besang Inc. filed a patent infringement complaint against Micron in E.D. Tex. The complaint alleges that one U.S. patent is infringed by certain of our 3D NAND and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 17, 2025, the District Court issued a judgment that the accused products do not infringe the asserted patent.
On November 9, 2023, Yangtze Memory Technologies Company, Ltd. (“YMTC”) filed a patent infringement complaint against Micron and one of its subsidiaries in the U.S. District Court for the Northern District of California (“N.D. Cal.”). The complaint alleges that eight U.S. patents are infringed by certain of our 3D NAND products. The
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complaint seeks an injunction, damages, attorneys’ fees, and costs. On January 22, 2024, Micron Semiconductor (Shanghai) Co., Ltd. (“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron was served with the same complaints. The complaints assert that Micron and MSS infringed three Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On July 12, 2024, YMTC filed a second complaint against Micron and its subsidiary in N.D. Cal. The second complaint alleges that eleven U.S. patents are infringed by certain of our 3D NAND and DDR5 DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 11, 2024, MSS was served with five patent infringement complaints filed by YMTC in Shanghai Intellectual Property Court. The complaints assert that Micron and MSS infringed five Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs.
On October 16, 2024, Palisade Technologies, LLP filed a patent infringement lawsuit against Micron and MSP in W.D. Tex. The complaint alleges that five U.S. patents are infringed by certain of our DRAM, NAND, 3D NAND, and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.
On June 30, 2025, Advanced Memory Technologies, LLC filed a patent infringement lawsuit against Micron in W.D. Tex. alleging that four U.S. Patents are infringed by certain of our DRAM and NAND products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.
The above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products we manufacture, which account for substantially all of our revenue.
Securities Class Action Matters
On January 9, 2025, a putative class action complaint was filed against Micron and certain individual officers in the U.S. District Court for the Southern District of Florida for alleged violations of the Securities Exchange Act of 1934. On April 3, 2025, the case was transferred to the United States District Court for the District of Idaho (“D. Idaho”), and on May 23, 2025, an amended complaint was filed in D. Idaho. The amended complaint alleges defendants made materially false or misleading statements during a putative class period from March 29, 2023 to December 18, 2024, regarding industry supply and demand dynamics and the demand for Micron's products, including NAND and DRAM products. The amended complaint seeks unspecified compensatory damages, attorneys’ fees and costs.
Shareholder Derivative Matters
On February 20, 2025, a shareholder derivative complaint was filed by a purported shareholder against certain individual directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in D. Idaho. On February 21, 2025, a similar related derivative complaint was filed by another purported shareholder in the same court against certain individual directors and officers of Micron. The complaints allege violations of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, insider trading, abuse of control, and waste of corporate assets. The complaints are based on substantially the same allegedly false or misleading statements asserted in the securities putative class action matter. The complaints seek various unspecified damages allegedly suffered by Micron, restitution, attorneys’ fees and costs and other relief, including reforms and improvements to our corporate governance and internal procedures. On April 28, 2025, the complaints were consolidated and on May 14, 2025, the consolidated complaints were stayed until the issuance of a final decision on all motions to dismiss the securities putative class action matter or a final resolution of the putative class action matter.
On September 8, 2025, a shareholder derivative complaint was filed by a purported shareholder against certain individual directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in the United States District Court for the District of Delaware (“D. Del.”). The complaint alleges violations of the Securities and Exchange Act of 1934, breaches of fiduciary duty, unjust enrichment, insider trading and misappropriation of information, abuse of control, gross mismanagement, and waste of corporate assets. The complaint is based on substantially the same allegations of false and misleading statements and/or omissions of material information as were asserted in the putative securities class action and similar shareholder derivative suits pending in D. Idaho.
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Other Matters
On June 7, 2025, YMTC filed a complaint against Micron and DCI Group AZ, LLC in the U.S. District Court for the District of Columbia. The complaint alleges that the defendants engaged in false advertising, product disparagement, and unfair competition regarding YMTC’s 3D NAND flash products in violation of the Lanham Act. The complaint seeks injunctive relief, damages, disgorgement of profits, attorneys’ fees, and costs.
In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.
Contingency Assessment
We ar e unable to predict the outcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses. A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes. Any of the foregoing, as well as the resolution of any other legal matter noted above, could have a material adverse effect on our business, results of operations, or financial condition.
Note 15. Equity
Common Stock Repurchases
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. 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. No shares were repurchased in 2025. We repurchased 3.2 million shares of our common stock for $ 300 million in 2024. Through August 28, 2025, we had repurchased an aggregate of $ 7.19 billion under the authorization. Amounts repurchased are included in treasury stock.
Dividends
In each quarter of 2025, we declared and paid dividends of $ 0.115 per share. 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 .
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Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) by component for the year ended August 28, 2025 were as follows:
Gains (Losses) on Derivative Instruments Unrealized Gains (Losses) on Investments Pension Liability Adjustments Cumulative Foreign Currency Translation Adjustment Total
As of August 29, 2024 $ ( 162 ) $ ( 8 ) $ 39 $ ( 3 ) $ ( 134 )
Other comprehensive income (loss) before reclassifications
( 7 ) 6 13 — 12
Amount reclassified out of accumulated other comprehensive income (loss)
140 ( 1 ) ( 3 ) — 136
Tax effects
( 41 ) ( 1 ) ( 4 ) — ( 46 )
Other comprehensive income (loss) 92 4 6 — 102
As of August 28, 2025 $ ( 70 ) $ ( 4 ) $ 45 $ ( 3 ) $ ( 32 )
Note 16. Fair Value Measurements
The estimated fair values and carrying values of our outstanding debt instruments were as follows:
As of August 28, 2025 As of August 29, 2024
Fair
Value Carrying
Value Fair
Value Carrying
Value
Notes payable and term loans
$ 11,570 $ 11,533 $ 11,316 $ 11,343
The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.
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Note 17. Derivative Instruments
Notional or Contractual Amount Fair Value (1) of
Assets (2)
Liabilities (3)
As of August 28, 2025
Derivative instruments with hedge accounting designation
Cash flow currency hedges
$ 3,271 $ 41 $ ( 64 )
Cash flow commodity hedges 393 19 ( 20 )
Fair value currency hedges
3,049 1 ( 10 )
Derivative instruments without hedge accounting designation
Non-designated currency hedges
3,477 3 ( 18 )
$ 64 $ ( 112 )
As of August 29, 2024
Derivative instruments with hedge accounting designation
Cash flow currency hedges
$ 3,724 $ 57 $ ( 71 )
Cash flow commodity hedges 471 20 ( 7 )
Fair value currency hedges 2,511 — ( 41 )
Fair value interest rate hedges 900 — ( 60 )
Derivative instruments without hedge accounting designation
Non-designated currency hedges
2,393 18 ( 3 )
$ 95 $ ( 182 )
(1) Forward and swap contracts are measured at fair value based on market-based observable inputs including market spot and forward rates, interest rates, and credit-risk spreads (Level 2).
(2) Included in receivables and other noncurrent assets.
(3) Included in accounts payable and accrued expenses and other noncurrent liabilities.
Derivative Instruments with Hedge Accounting Designation
Cash Flow Hedges: We utilize forward and swap contracts that generally mature within two years designated as cash flow hedges to minimize our exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs.
The effects of cash flow hedging activities were as follows:
For the year ended 2025 2024 2023
Gain (loss) from cash flow hedges in accumulated other comprehensive income (loss) $ — $ 33 $ 30
Gain (loss) excluded from effectiveness testing in cost of goods sold ( 107 ) ( 135 ) ( 101 )
Gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold ( 140 ) ( 172 ) ( 261 )
As of August 28, 2025, we expect to reclassify $ 43 million of pre-tax gains related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.
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Fair Value Hedges: We utilize currency forward contracts that generally mature within one year designated as fair value hedges to minimize our exposure to changes in currency exchange rates for non-U.S.-dollar-denominated cash and investments in debt securities. The fair value of our hedged cash and investments in debt securities was $ 3.05 billion as of August 28, 2025. The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings. The effects of fair value currency hedges on our consolidated statements of operations, recognized in other non-operating income (expense), net, were not material for the periods presented.
We also utilized fixed-to-floating interest rate swaps designated as fair value hedges to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates. The effects of fair value hedges on our consolidated statements of operations, recognized in interest expense, were not material for the periods presented. In the third quarter of 2025, we prepaid the 2027 Notes and settled the related fixed-to-floating interest rate swaps. See Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 12. Debt.
Derivative Instruments without Hedge Accounting Designation
Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within three months to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense), net. The amounts recognized for derivative instruments without hedge accounting designation were not material for the periods presented. We do not use derivative instruments for speculative purposes.
Derivative Counterparty Credit Risk and Master Netting Arrangements
Our derivative instruments expose us to credit risk to the extent counterparties may be unable to meet the terms of the contracts. Our maximum exposure to loss due to credit risk if counterparties fail completely to perform according to the terms of the contracts would generally equal the fair value of assets for these contracts as listed in the tables above. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial institutions. As of August 28, 2025 and August 29, 2024, amounts netted under our master netting arrangements were not material.
Note 18. Equity Compensation Plans
As of August 28, 2025, 55 million shares of our common stock were available for future awards under our equity compensation plans, including 7 million shares approved for issuance under our employee stock purchase plan (“ESPP”).
Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)
As of August 28, 2025, there were 25 million shares of Restricted Stock Awards outstanding, 21 million of which are only subject to service-based vesting conditions. Service-based Restricted Stock Awards generally vest on 25 % of the units granted after the first year and on 6.25 % each quarter thereafter over the remaining three years of employment. Restricted Stock Awards with performance or market-based vesting conditions vest over a three -year period as conditions are met. At the end of the performance period, the number of actual shares to be awarded will vary between 0 % and 200 % of target amounts, depending upon the achievement level. Our unvested restricted stock awards generally include dividend equivalent rights.
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Restricted Stock Awards activity for 2025 is summarized as follows:
Number of Shares Weighted-Average Grant Date Fair Value Per Share
Outstanding as of August 29, 2024
28 $ 65.82
Granted 11 101.15
Vested
( 13 ) 64.10
Forfeited
( 1 ) 75.31
Outstanding as of August 28, 2025
25 82.12
For the year ended 2025 2024 2023
Restricted stock award shares granted 11 13 17
Weighted-average grant-date fair value per share $ 101.15 $ 72.72 $ 55.99
Aggregate vesting-date fair value of shares vested
$ 1,322 $ 1,008 $ 514
Employee Stock Purchase Plan (“ESPP”)
Our ESPP is offered to substantially all employees and permitted eligible employees to purchase shares of our common stock through payroll deductions of up to 15 % of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85 % of the lower of the fair market value of our common stock on either the first or last day of each six -month offering period. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering period. Grant-date fair value and assumptions used in the Black-Scholes option valuation model were as follows:
For the year ended 2025 2024 2023
Weighted-average grant-date fair value per share $ 28.99 $ 26.82 $ 17.06
Average expected life in years 0.5 0.5 0.5
Weighted-average expected volatility (based on implied volatility) 47 % 41 % 37 %
Weighted-average risk-free interest rate 4.3 % 5.2 % 5.1 %
Expected dividend yield 0.5 % 0.5 % 0.7 %
Under the ESPP, employees purchased 4 million shares of common stock in each of 2025 and 2024, and 5 million shares of common stock in 2023, at a per share weighted-average price of $ 78.12 , $ 65.72 , and $ 51.93 in 2025, 2024, and 2023, respectively.
Stock Options
As of August 28, 2025, our outstanding stock options were not material. The total intrinsic value for options exercised was $ 23 million, $ 92 million, and $ 30 million in 2025, 2024, and 2023, respectively.
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Stock-based Compensation Expense
For the year ended 2025 2024 2023
Stock-based compensation expense by caption
Cost of goods sold $ 409 $ 312 $ 201
Research and development 347 296 226
Selling, general, and administrative 219 213 137
Restructure — — ( 7 )
$ 975 $ 821 $ 557
Stock-based compensation expense by type of award
Restricted stock awards $ 877 $ 749 $ 488
ESPP 98 72 69
$ 975 $ 821 $ 557
Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Income tax benefits for share-based awards were $ 163 million, $ 140 million, and $ 68 million for 2025, 2024, and 2023, respectively. Stock-based compensation expense of $ 96 million and $ 99 million was capitalized and remained in inventory as of August 28, 2025 and August 29, 2024, respectively. As of August 28, 2025, $ 1.59 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2029, resulting in a weighted-average period of 1.2 years.
Note 19. Employee Benefit Plans
We have employee retirement plans at our U.S. and international sites. Details of significant plans are as follows:
Employee Savings Plan for U.S. Employees
We have a 401(k) retirement plan under which U.S. employees may contribute up to 75 % of their eligible pay, subject to Internal Revenue Service annual contribution limits, to various savings alternatives, none of which include direct investment in our stock. We match in cash eligible contributions from employees up to 5 % of the employee’s annual eligible earnings. Contribution expense for the 401(k) plan was $ 78 million, $ 66 million, and $ 59 million in 2025, 2024, and 2023, respectively.
Retirement Plans
We have pension plans available to employees at various foreign sites. As of August 28, 2025, the projected benefit obligations of our plans were $ 197 million and plan assets were $ 276 million. As of August 29, 2024, the projected benefit obligations of our plans were $ 191 million and plan assets were $ 261 million. Pension expense was not material for 2025, 2024, or 2023.
Note 20. Government Incentives
We receive incentives from governmental entities primarily in India, Japan, Singapore, and the United States principally in the form of cash grants and tax credits. These incentives primarily relate to capital expenditures and may be subject to reimbursement if certain conditions are not met or maintained. The conditions attached to these incentives require us to incur expenditures related to the construction of new manufacturing facilities, the purchase and installation of specialized tools and equipment, R&D expenditures, meet and/or maintain operational metrics, and/or maintain certain levels of fixed asset investment or employee headcount during the incentive terms.
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Government incentives related to capital expenditures have reduced property, plant and equipment by $ 5.04 billion as of August 28, 2025, of which $ 3.11 billion pertained to 2025 expenditures.
In 2025, operating income (loss) benefited by $ 588 million ( approximately 87 % in COGS and 13 % in R&D ) from government incentives that reduced depreciation expense and operating incentives, which offset against the related expense in the period the expense was incurred.
The line items on the balance sheet affected by government incentives were as follows:
As of August 28,
2025
Receivables $ 1,572
Other noncurrent assets 914
Noncurrent unearned government incentives 1,018
In addition to the receivables and other noncurrent assets in the table above and cash incentives already received, we had the following commitments from various governmental entities, subject to achievement of certain performance conditions:
As of August 28,
2025
U.S.
$ 5,206
India
1,491
Japan
929
Singapore
269
Other
10
$ 7,905
U.S. CHIPS Act Funding Agreements
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 allocated 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 for our fab in Manassas, Virginia. The direct funding agreement for our fab in Virginia is substantially similar to those for our fabs in Idaho and New York. 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.
Funding will be based on the achievement of construction, tool installation, and wafer production milestones. We retain discretion with respect to capacity and production volume ramp of each project. The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the CHIPS Act. In addition, the agreements include certain events of default and related rights and remedies, including clawbacks related to the failure to complete a project by an agreed upon completion date, violation of CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project.
We are permitted to make customary and ordinary course recurring dividends (and reasonable ordinary course increases thereof) consistent with our past practice. There are restrictions on our payment of special and one-time dividends during the five-year period following the Idaho and New York award date of December 9, 2024. Share repurchases are permitted during the first two years of such five-year period up to amounts specified in the funding agreements to help offset the dilutive effects of employee stock compensation or as otherwise permitted by the U.S. Department of Commerce. Share repurchases are not restricted during the final three years of such five-year period if certain financial and other conditions are satisfied.
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We may be required to pay upside sharing amounts for a period of up to ten years following the first year in which the cumulative cash flow from a project is positive, if cumulative cash flows from the project exceed a threshold level that is at a significant premium to the baseline projection. The upside sharing amount would equal a modest sharing percentage of the excess cash flows above the threshold level, but not to exceed 75% of award disbursements for a project, after considering any clawbacks or other repayments.
In addition to the U.S. commitment amount in the table above, we receive an investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act. On July 4, 2025, the One Big Beautiful Bill Act was enacted, which increased the investment tax credit from 25 % to 35 % on qualified investments placed into service after December 31, 2025. As qualified investments are made, we recognize investment tax credits in receivables or other noncurrent assets.
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.
Other Government Incentive Commitments
We receive incentives for the construction of a new assembly and test facility in Gujarat, India, representing 50 % of the total project cost from the Indian central government and 20 % of the total project cost from the state of Gujarat. We also receive incentives from the Japanese Ministry of Economy, Trade and Industry to support the production of DRAM using EUV lithography in Hiroshima, Japan. Subsequent to August 28, 2025, we finalized a new incentive arrangement with the Japanese Ministry of Economy, Trade and Industry to modernize our Hiroshima, Japan manufacturing facility for an additional commitment amount of up to 500 billion Japanese yen (approximately $ 3.4 billion).
Note 21. Revenue and Customer Contract Liabilities
Revenue by Technology
For the year ended 2025 2024 2023
DRAM $ 28,578 $ 17,603 $ 10,978
NAND 8,503 7,227 4,206
Other (primarily NOR)
297 281 356
$ 37,378 $ 25,111 $ 15,540
See Note 27. Segment and Other Information for disclosure of disaggregated revenue by market segment.
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. Substantially all contracts with our customers are short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. From time to time, we have contracts with initial terms that include performance obligations that extend beyond one year. As of August 28, 2025, our future performance obligations beyond one year were $ 143 million, which included customer prepayments and other contract liabilities.
As of August 28, 2025 and August 29, 2024, customer prepayments made to secure product supply in future periods and other contract liabilities were $ 169 million and $ 907 million, respectively, of which $ 26 million and $ 766 million were reported in other current liabilities, respectively. The remainder of the customer prepayments and other contract liabilities were in other noncurrent liabilities. Revenue recognized during 2025 from the beginning balance as of August 29, 2024 included $ 778 million from shipments against customer prepayments and other contract liabilities.
As of August 28, 2025 and August 29, 2024, other current liabilities included $ 1.19 billion and $ 718 million, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.
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In 2023, we received an aggregate of $ 228 million from settlements of insurance claims involving a power disruption in 2022 and an operational disruption in 2017, of which $ 186 million was for business interruption and recognized in revenue.
Note 22. Restructure and Asset Impairments
For the year ended 2025 2024 2023
Employee severance $ 30 $ 1 $ 163
Asset impairments and other asset-related costs 9 — 14
Other — — ( 6 )
$ 39 $ 1 $ 171
In 2023, we initiated a restructure plan in response to challenging industry conditions. Under the plan, we reduced our headcount by approximately 15 % by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions. The plan was substantially completed in 2023.
Note 23. Other Operating (Income) Expense, Net
For the year ended 2025 2024 2023
Patent license charges $ 57 $ — $ —
Goodwill impairment
— — 101
Litigation settlement — — 68
Patent cross-license agreement gain
— ( 200 ) —
Other 4 ( 51 ) ( 45 )
$ 61 $ ( 251 ) $ 124
Note 24. Other Non-Operating Income (Expense), Net
For the year ended 2025 2024 2023
Gain (loss) from changes in currency exchange rates
$ ( 72 ) $ ( 13 ) $ 10
Loss on debt prepayments
( 59 ) ( 1 ) —
Other ( 4 ) ( 17 ) ( 3 )
$ ( 135 ) $ ( 31 ) $ 7
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Note 25. Income Taxes
Our income tax (provision) benefit consisted of the following:
For the year ended 2025 2024 2023
Income (loss) before income taxes and equity in net income (loss) of equity method investees
U.S. $ 686 $ 544 $ 235
Foreign 8,968 696 ( 5,893 )
$ 9,654 $ 1,240 $ ( 5,658 )
Income tax (provision) benefit
Current
U.S. federal $ ( 275 ) $ ( 82 ) $ ( 5 )
State ( 15 ) ( 1 ) ( 1 )
Foreign ( 670 ) ( 333 ) ( 178 )
( 960 ) ( 416 ) ( 184 )
Deferred
U.S. federal ( 118 ) 18 ( 84 )
State — — —
Foreign ( 46 ) ( 53 ) 91
( 164 ) ( 35 ) 7
Income tax (provision) benefit $ ( 1,124 ) $ ( 451 ) $ ( 177 )
The table below reconciles our tax (provision) benefit based on the U.S. federal statutory rate to our effective rate:
For the year ended 2025 2024 2023
U.S. federal income tax (provision) benefit at statutory rate
$ ( 2,027 ) 21.0 % $ ( 260 ) 21.0 % $ 1,188 21.0 %
U.S. tax on foreign operations ( 476 ) 4.9 ( 7 ) 0.6 6 0.1
Change in valuation allowance 36 ( 0.4 ) ( 59 ) 4.8 ( 50 ) ( 0.9 )
Change in unrecognized tax benefits ( 23 ) 0.2 ( 41 ) 3.3 ( 30 ) ( 0.5 )
Foreign tax rate differential 1,132 ( 11.7 ) ( 214 ) 17.2 ( 1,285 ) ( 22.8 )
Research and development tax credits 208 ( 2.2 ) 76 ( 6.1 ) 43 0.8
State taxes, net of federal benefit ( 7 ) 0.1 12 ( 1.0 ) 37 0.7
Other 33 ( 0.3 ) 42 ( 3.4 ) ( 86 ) ( 1.5 )
Income tax (provision) benefit $ ( 1,124 ) 11.6 % $ ( 451 ) 36.4 % $ ( 177 ) ( 3.1 ) %
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. 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. As a result of low level of profitability and geographic mix of income, the benefit from tax incentive arrangements was not material for 2024 or 2023.
As of August 28, 2025, certain non-U.S. subsidiaries had cumulative undistributed earnings of $ 4.31 billion that were deemed to be indefinitely reinvested. A provision has not been recognized to the extent that distributions from such subsidiaries are subject to additional foreign withholding or state income tax. Determination of the amount of unrecognized deferred tax liabilities related to investments in these foreign subsidiaries is not practicable.
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Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes as well as carryforwards. Deferred tax assets and liabilities consist of the following:
As of August 28,
2025 August 29,
2024
Deferred tax assets
Net operating loss and tax credit carryforwards $ 1,016 $ 1,050
Accrued salaries, wages, and benefits 203 182
Operating lease liabilities 192 175
Inventories 25 4
Other 37 59
Gross deferred tax assets 1,473 1,470
Less valuation allowance ( 634 ) ( 593 )
Deferred tax assets, net of valuation allowance 839 877
Deferred tax liabilities
Right-of-use assets ( 163 ) ( 152 )
Property, plant, and equipment
( 6 ) ( 194 )
Other ( 106 ) ( 70 )
Deferred tax liabilities ( 275 ) ( 416 )
Net deferred tax assets $ 564 $ 461
Reported as
Deferred tax assets $ 616 $ 520
Deferred tax liabilities (included in other noncurrent liabilities) ( 52 ) ( 59 )
Net deferred tax assets $ 564 $ 461
We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not that existing deferred tax assets will be realized. As of August 28, 2025, and August 29, 2024, we had a valuation allowance of $ 634 million and $ 593 million, respectively, against our net deferred tax assets, primarily related to carryforwards in U.S. states and Malaysia. Changes in 2025 in the valuation allowance were due to adjustments based on management's assessment of the realizability of tax credits, allowances and net operating losses based on a level that is more likely than not to be realized.
As of August 28, 2025, our net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were as follows:
Year of Expiration Singapore
Malaysia
State
Japan
Total
2026 - 2030 $ — $ — $ 29 $ — $ 29
2031 - 2035 — — 139 308 447
2036 - 2040 — — 192 — 192
2041 - 2045 — — 71 — 71
Indefinite 2,511 1,437 — — 3,948
$ 2,511 $ 1,437 $ 431 $ 308 $ 4,687
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As of August 28, 2025, our tax credit carryforward amounts and expiration periods, as reported to tax authorities, were as follows:
Year of Tax Credit Expiration U.S. Federal State Other
Total
2026 - 2030 $ — $ 72 $ — $ 72
2031 - 2035 36 145 — 181
2036 - 2040 — 141 40 181
2041 - 2046 — 6 — 6
Indefinite — 159 — 159
$ 36 $ 523 $ 40 $ 599
Below is a reconciliation of the beginning and ending amount of our unrecognized tax benefits:
For the year ended 2025 2024 2023
Beginning unrecognized tax benefits $ 716 $ 744 $ 731
Increases related to tax positions from prior years 11 2 2
Increases related to prior year tax positions taken in current year
— 20 27
Increases related to tax positions taken in current year 55 54 17
Decreases related to tax positions from prior years ( 8 ) ( 89 ) ( 33 )
Decreases related to settlement with tax authorities
— ( 15 ) —
Reductions due to lapsed statutes of limitations
( 39 ) — —
Ending unrecognized tax benefits $ 735 $ 716 $ 744
As of August 28, 2025, gross unrecognized tax benefits were $ 735 million, which would have an impact of approximately $ 611 million on our effective tax rate in the future, if recognized. Amounts accrued for interest and penalties related to uncertain tax positions were not material for any period presented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of final resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months would not be significant.
We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and various foreign jurisdictions throughout the world. We regularly engage in discussions and negotiations with tax authorities regarding tax matters, including transfer pricing, and we continue to defend any and all such claims presented. Our U.S. federal and state tax returns remain open to examination for 2018 through 2025. We are currently under audit by the Internal Revenue Service for our 2018 and 2019 tax years. In addition, tax returns that remain open to examination in Singapore, Taiwan and Japan range from the years 2017 to 2025. We believe that adequate amounts of taxes and related interest and penalties have been provided, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations, or financial condition.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing broad changes to the U.S. tax code, including modifications to corporate and international tax provisions, which primarily are effective for us beginning in 2026 and 2027. The aggregate impact of the OBBBA remains uncertain. We will continue to monitor future developments, including regulatory guidance and interpretations, which could have a material impact.
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Note 26. Earnings Per Share
For the year ended 2025 2024 2023
Net income (loss) – Basic and Diluted $ 8,539 $ 778 $ ( 5,833 )
Weighted-average common shares outstanding – Basic 1,116 1,105 1,093
Dilutive effect of equity compensation plans
9 13 —
Weighted-average common shares outstanding – Diluted 1,125 1,118 1,093
Earnings (loss) per share
Basic $ 7.65 $ 0.70 $ ( 5.34 )
Diluted 7.59 0.70 ( 5.34 )
Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were as follows at the end of the periods shown:
For the year ended 2025 2024 2023
Equity compensation plans
6 3 33
Note 27. Segment and Other Information
We initiated a strategic reorganization of our business units to a market segment-focused business unit structure, with AI growth opportunities in every business unit. We completed the reorganization of our operations and organizational structure and began to manage operations under our new segment structure effective in the fourth quarter of 2025. As high-performance memory and storage become increasingly vital to drive the growth of AI, this business unit reorganization allows us to stay at the forefront of innovation in each market segment through deeper customer engagement and to address the dynamic needs of the industry.
All prior-period segment amounts have been retrospectively adjusted to reflect the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), assesses the performance of our segments based on segment revenue, cost of goods sold, operating expenses, and operating income (loss). The segment information reported herein is regularly provided to and reviewed and evaluated by our CODM to budget, forecast, and decide how to allocate resources for capital investments, human capital, and other strategic investments across our segments. There are no changes to our Consolidated Financial Statements for any prior periods.
We have the following four business units, which are our reportable segments:
• Cloud Memory Business Unit (“CMBU”): Focused on memory solutions for large hyperscale cloud customers, and HBM for all data center customers.
• Core Data Center Business Unit (“CDBU”): Focused on memory solutions for mid-tier cloud, enterprise, and OEM data center customers and storage solutions for all data center customers.
• Mobile and Client Business Unit (“MCBU”): Focused on memory and storage solutions for the mobile and client segments.
• Automotive and Embedded Business Unit (“AEBU”): Focused on memory and storage solutions for the automotive, industrial, and consumer segments.
Our other operations do not meet the thresholds of a reportable segment and are reported under All Other. Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating income and expenses are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. Certain income and expenses are not allocated to segments because our CODM does not consider these amounts in the assessment of the performance of our segments. The unallocated amounts primarily include stock-based compensation, the impact of inventory NRV write-downs, gains and losses from settlements, restructure and asset impairment, and goodwill impairment.
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For the year ended 2025
CMBU CDBU MCBU
AEBU All Other Unallocated
Total
Revenue $ 13,524 $ 7,229 $ 11,859 $ 4,753 $ 13 $ — $ 37,378
Cost of goods sold 5,867 3,995 8,650 3,566 14 413 22,505
Gross margin 7,657 3,234 3,209 1,187 ( 1 ) ( 413 ) 14,873
Research and development 1,315 864 836 435 — 348 3,798
Selling, general, and administrative 213 188 390 195 — 219 1,205
Restructure and asset impairment
— — — — — 39 39
Other operating (income) expense, net — 2 2 — — 57 61
Operating income (loss) $ 6,129 $ 2,180 $ 1,981 $ 557 $ ( 1 ) $ ( 1,076 ) $ 9,770
For the year ended 2024
CMBU CDBU MCBU
AEBU All Other Unallocated
Total
Revenue $ 3,792 $ 4,984 $ 11,667 $ 4,631 $ 37 $ — $ 25,111
Cost of goods sold 2,677 3,638 10,222 3,598 20 ( 657 ) 19,498
Gross margin 1,115 1,346 1,445 1,033 17 657 5,613
Research and development 769 960 994 425 — 282 3,430
Selling, general, and administrative 107 139 485 186 ( 1 ) 213 1,129
Restructure and asset impairment
— — — — — 1 1
Other operating (income) expense, net ( 5 ) ( 8 ) ( 33 ) ( 10 ) — ( 195 ) ( 251 )
Operating income (loss) $ 244 $ 255 $ ( 1 ) $ 432 $ 18 $ 356 $ 1,304
For the year ended 2023
CMBU CDBU MCBU
AEBU All Other Unallocated
Total
Revenue $ 1,872 $ 2,124 $ 7,394 $ 4,139 $ 11 $ — $ 15,540
Cost of goods sold 1,801 1,967 9,072 2,905 4 1,207 16,956
Gross margin 71 157 ( 1,678 ) 1,234 7 ( 1,207 ) ( 1,416 )
Research and development 755 622 1,122 389 — 226 3,114
Selling, general, and administrative 90 104 414 176 ( 1 ) 137 920
Restructure and asset impairment
— — — — — 171 171
Other operating (income) expense, net ( 6 ) ( 6 ) ( 25 ) ( 11 ) — 172 124
Operating income (loss) $ ( 768 ) $ ( 563 ) $ ( 3,189 ) $ 680 $ 8 $ ( 1,913 ) $ ( 5,745 )
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The table below presents the unallocated amounts:
For the year ended
2025 2024 2023
Unallocated
Cost of goods sold:
Stock-based compensation $ 409 $ 312 $ 201
Provision to write down inventories to net realizable value
— — 1,831
Lower costs from sale of inventory written down in prior periods
— ( 987 ) ( 844 )
Other
4 18 19
413 ( 657 ) 1,207
Research and development:
Stock-based compensation 347 296 226
Other
1 ( 14 ) —
348 282 226
Selling, general, and administrative:
Stock-based compensation 219 213 137
Restructure and asset impairment: 39 1 171
Other operating (income) expense, net:
Patent license charges 57 — —
Goodwill impairment
— — 101
Litigation settlement — — 68
Patent cross-license agreement gain
— ( 200 ) —
Other — 5 3
57 ( 195 ) 172
Total unallocated amounts
$ 1,076 $ ( 356 ) $ 1,913
Depreciation and amortization expense included in operating income (loss) was as follows:
For the year ended
2025 2024 2023
CMBU $ 2,260 $ 1,112 $ 909
CDBU 1,530 1,434 1,020
MCBU 3,177 3,762 4,319
AEBU 1,375 1,447 1,486
All Other 5 7 3
Unallocated 5 18 19
$ 8,352 $ 7,780 $ 7,756
We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments.
As a result of reorganizing our segments in the fourth quarter of 2025, we reallocated goodwill among our reporting units on a relative fair value basis. We performed a quantitative goodwill impairment assessment for each of our reporting units immediately before and after our business unit reorganization. We concluded based on both our pre- and post-reorganization impairment assessments that goodwill was not impaired. As of August 28, 2025, CMBU, CDBU, MCBU, and AEBU had goodwill of $ 654 million, $ 109 million, $ 284 million, and $ 103 million, respectively.
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We performed a qualitative assessment for goodwill impairment in 2024 and did not identify any impairment indicators for our reporting units. Due to global and macroeconomic challenges, as well as lower expected demand resulting from customer actions to reduce elevated inventory levels, in 2023, we performed a quantitative assessment for goodwill impairment for each of our reporting units. We evaluated the fair value of our reporting units based on an income approach, using a discounted cash flow methodology. We recognized a $ 101 million charge in 2023, included in other operating income (loss) to impair all of the goodwill assigned to our former Storage Business Unit based on our best estimates of projected future cash flows at that time.
Note 28. Certain Concentrations
Our business units are based on market segments. See Note 27. Segment and Other Information for disclosure of disaggregated revenue by market segment. Revenue from one customer was 17 % (primarily included in the CMBU segment) of total revenue for 2025. Revenue from one customer was 10 % (primarily included in the MCBU, AEBU, and CMBU segments) of total revenue for 2024. No customer accounted for 10% or more of total revenue in 2023.
We generally have multiple sources of supply for our raw materials and production equipment; however, only a limited number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, in some cases, materials or production equipment are provided by a single supplier.
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit, fixed-income securities, trade receivables, share repurchase, and derivative contracts. We invest through high-credit-quality financial institutions and, by policy, generally limit the concentration of credit exposure by restricting investments with any single obligor and monitor credit risk of bank counterparties on an ongoing basis. A concentration of credit risk may exist with respect to receivables of certain customers. We perform ongoing credit evaluations of customers worldwide and generally do not require collateral from our customers. Historically, we have not experienced material losses on receivables. A concentration of risk may also exist with respect to our derivative hedging programs as the number of counterparties to our hedges is limited and the notional amounts are relatively large. We seek to mitigate such risk by limiting our counterparties to major financial institutions and through entering into master netting arrangements.
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Note 29. Geographic Information
Revenue based on the geographic location of our customers’ headquarters was as follows:
For the year ended 2025 2024 2023
U.S.
$ 24,113 $ 13,168 $ 7,805
Taiwan 5,672 4,708 2,697
Mainland China (excluding Hong Kong) 2,639 3,045 2,181
Other Asia Pacific 1,913 1,330 752
Hong Kong 1,138 1,071 340
Japan 895 840 987
Europe
625 818 682
Other 383 131 96
$ 37,378 $ 25,111 $ 15,540
Long-lived assets by geographic area consisted of property, plant, and equipment and operating lease right-of-use assets and were as follows:
As of August 28,
2025 August 29,
2024
Taiwan $ 18,965 $ 14,156
Singapore 10,669 10,588
U.S.
8,445 6,508
Japan 7,038 7,085
Malaysia 1,124 1,153
China 544 486
India
449 338
Other 92 80
$ 47,326 $ 40,394
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Micron Technology, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Micron Technology, Inc. and its subsidiaries (the “Company”) as of August 28, 2025 and August 29, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended August 28, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 28, 2025 appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of August 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 28, 2025 and August 29, 2024 , and the results of its operations and its cash flows for each of the three years in the period ended August 28, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for the U.S. CHIPS Act Funding Agreements
As described in Notes 1 and 20 to the consolidated financial statements, the Company has entered into direct funding agreements with the U.S. Department of Commerce for up to $6.4 billion in direct funding pursuant to the U.S. CHIPS Act for the Company’s U.S. manufacturing expansion and modernization projects in Idaho, New York, and Virginia. Funding will be based on the achievement of construction, tool installation, and wafer production milestones. The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the U.S. CHIPS Act. In addition, the agreements include certain events of default and related rights and remedies, including clawbacks related to the failure to complete a project by an agreed upon completion date, violation of U.S. CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project. Government incentives are recognized in the financial statements based on the underlying principal criteria for earning the incentives when there is reasonable assurance that the conditions of the government incentives are met and the incentive will be received. Incentives related to the acquisition or construction of property, plant and equipment are recognized as a reduction in the carrying amounts of the related assets and as a reduction of subsequent depreciation expense over the useful lives of the assets. For each project, the Company estimates the total expected project costs and recognizes a proportionate benefit as qualified project costs are incurred. As the estimated total expected qualified project cost changes, the Company adjusts the estimate of the recognized proportionate benefit.
The principal considerations for our determination that performing procedures relating to accounting for the U.S. CHIPS Act funding agreements is a critical audit matter are (i) the significant judgment by management in assessing the accounting for the funding agreements, including the recognition of the proportionate benefit and the impacts of potential outcomes associated with compliance with covenants related to events of default and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of the accounting for the funding agreements, including the assessment of the proportionate benefit and the compliance with covenants.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of the accounting for the U.S. CHIPS Act funding agreements, including controls over the recognition of the proportionate benefit and compliance with covenants related to events of default and the related disclosures. These procedures also included, among others (i) evaluating the completeness and accuracy of management’s identification of key terms and conditions by obtaining and inspecting
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the U.S. CHIPS Act funding agreements; (ii) evaluating whether the principal criteria, including milestone attainment and capital expenditures, for recognizing government incentives are probable, that the terms of the incentives are met, and that the incentives will be received; (iii) evaluating the reasonableness of management’s estimate of the total expected project costs and recognition of a proportionate benefit; (iv) tracing cash payments received from the U.S. Department of Commerce to supporting documentation, such as bank statements; and (v) evaluating the sufficiency of the Company’s disclosures related to the U.S. CHIPS Act funding agreements.
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 3, 2025
We have served as the Company’s auditor since 1984.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.