AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat25
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Capital-intensive facilities and shared infrastructure provide barriers and operating economies, but no demonstrated relative cost or technology advantage. Historical below-cost sales show that these assets have not reliably protected economics.
durability · 1/4 · Maintaining competitiveness requires continuing manufacturing improvements. Historical inventory write-downs and below-cost pricing weaken the case for durable protection despite the latest recovery.
customer dependency · 1/4 · Prepaid shipments establish some customer commitment, but generally short-term contracts do not demonstrate strong switching friction. A customer representing 17% of fiscal 2025 revenue establishes Micron's concentration exposure, not that customer's dependence on Micron.
erosion resilience · 1/4 · Recent cost reductions and strong prices demonstrate recovery capability, while realized below-cost selling and legacy pricing pressure show fragile protection against erosion. Future excess-capacity pressure remains a risk rather than an observed latest-period outcome.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Nine-month 2026 DRAM and NAND average selling prices increased approximately 140% and 130%, respectively, with higher bit shipments. These are strong observed pricing outcomes, but do not establish company-specific control or durability through a cycle.
retention · 2/4 · Customer prepayments converted into shipments, remaining obligations extend beyond the next twelve months, and aggregate bit shipments grew. This is indirect operating evidence of continuing demand, not proof of customer-level retention or switching costs.
margin resilience · 1/4 · Latest-period profitability improved substantially, supported by price increases and cost reductions. Historical below-cost selling, inventory write-downs and legacy-product pricing pressure demonstrate weak resilience across adverse conditions.
contractual freedom · 2/4 · Generally short-term, fixed negotiated contracts provide opportunities to reset terms on subsequent sales, but no unilateral repricing right is disclosed. Distributor price protection constrains the realized transaction price.
Predictability41
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 43.17
- Positive FCF years (%)
- 80.00
- FCF margin volatility (pp)
- 18.45
Financial strength72
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 89.90
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 100.00
- Debt / FCF (x)
- 8.74
- Net debt / operating income (x)
- 0.51
- Interest coverage (x)
- 20.48
- Current ratio (x)
- 2.52
Capital allocation50
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 2.82
- 3-year average dilution (%)
- 0.13
- 3-year average SBC / revenue (%)
- 3.25
- cashConversionGrade
- 0.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash generation recovered sharply through fiscal 2025, and 2026 debt repayments demonstrate balance-sheet action. This is balanced against substantial capital spending, reliance on incentives and increased diluted share counts despite repurchases. Returns on the expanded investment program remain unproven.
incentive alignment · 2/4 · Actual fiscal 2025 grants include performance thresholds and forfeiture provisions. Below-target profitability achievement coexisted with approved upward individual multipliers, showing discretion. The approved fiscal 2026 requirement to achieve both profitability goals for above-target payouts strengthens design, but its realized outcome is not supplied.
execution · 3/4 · Higher aggregate bit shipments, achieved manufacturing cost reductions and commercial shipments from India provide strong operating evidence of delivery. Technology milestones are additionally reported as largely achieved on or ahead of target, although that assessment comes from the issuer's compensation process. Future capacity ramps are excluded from completed execution.
governance · 3/4 · Disclosed board and committee independence, annual elections, proxy access and a lead independent director provide strong formal accountability evidence. Management reports effective internal controls and an independent audit. Combined chairman and chief executive roles and limited evidence of long-term governance outcomes prevent an exceptional grade.
Evidence
Semiconductor manufacturing is capital intensive, requiring large investments in sophisticated facilities and equipment.
Business / Manufacturing: capital intensity · Filed 03/10/2025
Our DRAM, NAND, and NOR products share a number of common manufacturing processes, enabling us to leverage our product and process technology and certain resources and manufacturing infrastructure across these product lines.
Business / Manufacturing: shared processes and infrastructure · Filed 03/10/2025
Changes in operating income for each business unit for the third quarter and first nine months of 2026 as compared to the corresponding periods of 2025 were as follows: •CMBU operating income was higher, primarily due to increases in average selling prices, higher bit shipments, and manufacturing cost reductions.
MD&A / Business-unit operating income: manufacturing cost reductions · Filed 25/06/2026
In some prior periods, average selling prices for our products have been below our manufacturing costs, and we may experience such circumstances in the future.
Risk factors: realized historical selling prices below manufacturing costs · Filed 25/06/2026
The impacts of inventory NRV write-downs are summarized below: For the year ended 2025 2024 2023 Provision to write down inventory to NRV $ — $ — $ (1,831) Lower costs from sale of inventory written down in prior periods — 987 844 $ — $ 987 $ (987) Revenue by Business Unit For the year ended 2025 2024 2023 CMBU $ 13,524 36 % $ 3,792 15 % $ 1,872 12 % CDBU 7,229 19 % 4,984 20 % 2,124 14 % MCBU 11,859 32 % 11,667 46 % 7,394 48 % AEBU 4,753 13 % 4,631 18 % 4,139 27 % All other 13 — % 37 — % 11 — % $ 37,378 $ 25,111 $ 15,540 Percentages of total revenue may not total 100% due to rounding.
MD&A / Inventory write-downs and business-unit revenue · Filed 03/10/2025
Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to: •strategic product diversification decisions affecting product mix; •increasing complexity of our product portfolio, which may impact operational costs; •increasing complexity of manufacturing processes; •difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels; •process complexity, including number of mask layers and fabrication steps; •manufacturing yield and defect density; •technological barriers; •changes in process technologies; •new products that may require relatively larger die sizes or advanced packaging technologies; •start-up or other costs associated with capacity expansions; •regional cost differences that may become more pronounced when we transition the manufacture of certain products within our global network; •higher costs of goods and services due to, among other things, inflationary pressures, regulatory actions, including tariffs or trade restrictions, increased input costs, or market conditions; and •higher manufacturing costs per gigabit due to fabrication facility underutilization, lower wafer output, and insufficient volume to run new technology nodes to achieve cost optimization.
Risk factors: constraints on manufacturing cost reductions · Filed 25/06/2026
We face intense competition in the semiconductor memory and storage markets.
Business / Competition · Filed 03/10/2025
•AEBU revenue increased 3% primarily due to increases in DRAM and NAND bit shipments, partially offset by declines in average selling prices for both DRAM and NAND as a result of pricing pressure for certain legacy products.
MD&A / AEBU revenue: realized legacy-product pricing pressure · Filed 03/10/2025
•Sales of DRAM products increased 211%, primarily due to an approximate 140% increase in average selling prices and an approximate 30% increase in bit shipments.
MD&A / Nine-month DRAM selling prices and bit shipments · Filed 25/06/2026
•Sales of NAND products increased 183%, primarily due to an approximate 130% increase in average selling prices and a low-20% range increase in bit shipments.
MD&A / Nine-month NAND selling prices and bit shipments · Filed 25/06/2026
Contracts with our customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery.
Revenue recognition: short-term contracts and negotiated prices · Filed 03/10/2025
In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price.
Revenue recognition: distributor price protection · Filed 03/10/2025
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.
Contract liabilities: shipments against customer prepayments · Filed 03/10/2025
Approximately one-third of the remaining performance obligations as of May 28, 2026 are expected to be recognized as revenue over the next twelve months.
Contract liabilities: expected recognition of remaining performance obligations · Filed 25/06/2026
Cash Flows For the year ended 2025 2024 2023 Net cash provided by operating activities $ 17,525 $ 8,507 $ 1,559 Net cash used for investing activities (14,087) (8,309) (6,191) Net cash provided by (used for) financing activities (850) (1,842) 4,983 Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash 6 40 (34) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 2,594 $ (1,604) $ 317 Operating Activities: Cash provided by operating activities reflects net income (loss) adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, stock-based compensation, inventory write-downs, and asset impairments, and the effects of changes in operating assets and liabilities.
MD&A / Cash flows for fiscal 2023–2025 · Filed 03/10/2025
Investing Activities: For the first nine months of 2026, net cash used for investing activities consisted primarily of $19.60 billion of expenditures for property, plant, and equipment and $2.84 billion of net outflows from purchases, maturities, and sales of available-for-sale securities, partially offset by $2.99 billion of proceeds from government incentives to offset capital expenditures.
MD&A / Investing activities: capital expenditures and government incentives · Filed 25/06/2026
Financing Activities: For the first nine months of 2026, net cash used for financing activities consisted primarily of $9.38 billion of repayments of debt, which included the prepayment in full of the 2028 Notes, 2029 Term Loan A, 2029 A Notes, 2029 B Notes, and 2030 Notes and the partial prepayments of the 2031 Notes, 2032 Notes, 2033 A Notes, 2033 B Notes, 2035 A Notes, and 2035 B Notes; $762 million for the repurchases of common stock for withholdings on employee equity awards; $650 million for the acquisition of 2.5 million shares of our common stock under our share repurchase authorization; and $437 million for payments of dividends to shareholders.
MD&A / Financing activities: debt repayments, equity withholding, buybacks and dividends · Filed 25/06/2026
Consolidated Statements of Operations (In millions, except per share amounts) (Unaudited) Quarter Ended Nine Months Ended May 28, 2026 May 29, 2025 May 28, 2026 May 29, 2025 Revenue $ 41,456 $ 9,301 $ 78,959 $ 26,063 Cost of goods sold 6,400 5,793 18,502 16,244 Gross margin 35,056 3,508 60,457 9,819 Research and development 1,316 965 3,737 2,751 Selling, general, and administrative 407 318 1,088 891 Other operating (income) expense, net 15 56 43 61 Operating income 33,318 2,169 55,589 6,116 Interest income 215 135 509 350 Interest expense — (123) (106) (353) Other non-operating income (expense), net (321) (68) (559) (90) 33,212 2,113 55,433 6,023 Income tax (provision) benefit (4,978) (235) (8,178) (695) Equity in net income (loss) of equity method investees 9 7 13 10 Net income $ 28,243 $ 1,885 $ 47,268 $ 5,338 Earnings per share Basic $ 25.03 $ 1.69 $ 41.97 $ 4.79 Diluted 24.67 1.68 41.40 4.75 Number of shares used in per share calculations Basic 1,128 1,118 1,126 1,114 Diluted 1,145 1,125 1,142 1,123 See accompanying notes to consolidated financial statements.
Unaudited consolidated statements of operations: earnings and share counts · Filed 25/06/2026
67 Table of Contents PLAN INFORMATION The securities granted to our Named Executive Officers in Fiscal 2025 were granted pursuant to our 2007 Plan.
Executive compensation / Plan information: actual fiscal 2025 grants · Filed 25/11/2025
Unless the threshold targets are achieved or exceeded, the vesting conditions will not be met and the awards will be forfeited.
Executive compensation / Plan information: performance thresholds and forfeiture · Filed 25/11/2025
Despite a year of record revenue, the Fiscal 2025 profitability goal achieved below target at 95%, which was based on the non-GAAP operating margin performance.
Executive compensation / Fiscal 2025 profitability achievement · Filed 25/11/2025
Mehrotra, Bhatia, DeBoer and Sadana at 1.10 in recognition of their successful efforts in their respective areas.
Executive compensation / Approved individual performance multipliers · Filed 25/11/2025
Goals focused on delivery of leading-edge technology and key market segment (data center, client, mobile, automotive) product milestones across: ▪DRAM (including HBM4) ▪NAND (including data center SSDs) ▪Goals focused on deployment of AI-based efficiency tools to improve product development and early manufacturing enablement Leading-edge technology and key market segment product milestones largely accomplished at or before targets and additional stretch performance condition achieved.
Executive compensation / Reported technology and product milestone achievement · Filed 25/11/2025
Ninety percent of our Board is independent, and all of our standing committees are fully independent as well.
Governance: board and committee independence · Filed 25/11/2025
Our bylaws provide for the annual election of directors.
Governance: annual director elections · Filed 25/11/2025
Market Standard Proxy Access Provisions Providing for Board Accountability Our bylaws provide a proxy access right permitting certain of our shareholders who have beneficially owned 3% or more of our common stock continuously for at least three years to submit director nominations via our proxy materials for up to 20% of the directors then serving.
Governance: shareholder proxy access · Filed 25/11/2025
BOARD LEADERSHIP STRUCTURE Our Board is currently led by Sanjay Mehrotra, as our Chairman, President and Chief Executive Officer, and Lynn A.
Governance: combined chairman and chief executive roles · Filed 25/11/2025
Dugle, as our Lead Independent Director.
Governance: lead independent director · Filed 25/11/2025
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 28, 2025.
Internal controls: management effectiveness conclusion · Filed 03/10/2025
The effectiveness of our internal control over financial reporting as of August 28, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Annual Report on Form 10-K.
Internal controls: disclosed independent audit · Filed 03/10/2025
Increases in worldwide supply of semiconductor memory and storage, if not accompanied by commensurate increases in demand, could lead to declines in average selling prices for our products and could materially adversely affect our business, results of operations, or financial condition.
Business / Competition: capacity expansion and potential selling-price pressure · Filed 03/10/2025
Revenue from one customer was 17% (primarily included in the CMBU segment) of total revenue for 2025.
Concentrations: fiscal 2025 customer concentration · Filed 03/10/2025
Planned investments and those underway include the following: •India: Our assembly and test facility in Gujarat commenced commercial shipments and will start ramping production in 2026; •Japan: We are modernizing our Hiroshima manufacturing facility to support future DRAM nodes and AI memory production; •Singapore: We broke ground in January 2025 on an HBM advanced packaging facility to meaningfully expand our total advanced packaging capacity beginning in the first half of calendar 2027.
MD&A / Manufacturing investment: commercial shipments and future capacity · Filed 25/06/2026
For Fiscal 2026, the Compensation Committee approved a further enhancement to the profitability goal structure, such that actual payout above target requires achievement of both the adjusted non-GAAP net income and non-GAAP operating margin goals.
Executive compensation: approved fiscal 2026 profitability-goal enhancement · Filed 25/11/2025
