MU

마이크론
MICRON TECHNOLOGY INC · CIK 723125
MU 리스크 변화 알림 받기
이번 보고서
2026 연차보고서
10-K · 기간 말 2026. 9. 3. · 제출 2026. 10. 9.
비교 기준
2025 연차보고서
10-K · 기간 말 2025. 8. 28.
SEC 원문 ↗
1
새 리스크 항목
10
신규 문단
75
수정 문단
10
삭제
+15%
분량 변화
AI 한국어 요약

한 줄 요약

마이크론은 리스크의 무게중심을 '수요 부족'에서 '공급 부족과 그 이후의 반동'으로 옮겼고, 노조·파업 리스크를 독립 항목으로 새로 추가했으며, 장기공급계약과 AI 수요 지속성에 대한 경고도 크게 늘렸습니다.

주목할 변화

  • 신규노사분쟁·파업 리스크 독립 항목 신설일부 직원이 노조를 결성하거나 가입했고, 공식 조정(mediation)과 인센티브 구조 개편 요구가 진행 중이라고 밝혔습니다. 조정이 실패하면 파업이 가능하다는 점도 명시했습니다. 짧은 생산 중단도 큰 손실로 이어질 수 있고, 분쟁 해결 과정에서 임금·성과급 인상으로 비용이 크게 늘 수 있다고 경고합니다. 원문: "formal mediations (which, if not successful, could permit strike actions)".
  • 강화공급 부족과 물량 배분 리스크수요가 공급을 넘을 때 생산 우선순위와 고객별 배분을 결정해야 했다고 밝혔습니다. 이로 인해 고객 관계 악화, 분쟁, 정부·규제 당국의 관심이 생길 수 있다고 새로 적었습니다. 고객이 물량 확보를 위해 수요를 부풀려 제시하는 문제도 추가됐고, 결론 문장이 '마진 악화'에서 '수급 불일치'로 바뀌었습니다. 원문: "Our inability to align supply with demand".
  • 신규장기 전략 고객계약(LTA) 관련 리스크다년간 계약상 강제 가능한 물량, 가격 상·하한 밴드, 고객 예치금과 신용장을 받는 계약 구조를 처음 상세히 공개했습니다. 고객이 구매 의무를 지키지 않거나 업계 전체가 이런 계약에 맞춰 증설하면 공급 과잉과 가격 하락으로 이어질 수 있다고 경고합니다. 신용장을 발행한 금융기관의 거래상대방 위험도 추가됐습니다. 원문: "could contribute to industry supply exceeding demand".
  • 강화AI 수요 지속성과 데이터센터 의존도데이터센터 매출 비중이 '약 절반'에서 '약 60%'로 늘었습니다. 고객의 데이터센터 구축이 전력·용수·자본 부족, 지역 반대, 고객의 자금조달 난항으로 지연될 수 있다는 내용이 새로 들어갔습니다. 원문: "AI-driven demand may not be sustainable".
  • 강화가격 상승 이후의 반전 위험지난 5년간 DRAM·NAND 평균판매가격(ASP) 변동폭이 약 +200%에서 약 -50%였다고 밝혔습니다. 최근에는 수요가 공급을 앞서 가격이 올랐지만, 증설이 이어지면 가격이 떨어질 수 있다고 명시했습니다. 고가가 길어지면 고객이 메모리 탑재량을 줄이거나, 신규 경쟁자가 진입할 수 있다는 경고도 추가됐습니다. 원문: "sustained higher prices for our products may attract new entrants".
  • 강화핵심 투입재·전력 확보 경쟁AI 수요로 소재, 장비, 첨단 패키징 용량, 전력 같은 유틸리티를 놓고 경쟁이 심해질 수 있다고 새로 적었습니다. 직접 거래하지 않는 하위(sub-tier) 공급망의 차질 위험도 추가됐습니다. 원문: "may intensify competition for critical materials, manufacturing equipment, advanced packaging capacity".
  • 신규AI 규제·여론 리스크AI에 대한 여론과 정부 인식이 바뀌면 AI를 가능하게 하는 제품 자체가 규제 대상이 될 수 있다고 밝혔습니다. AI 확산에서 회사가 맡는 역할 때문에 시설과 직원에 대한 위협이 커질 수 있다는 내용도 들어갔습니다. 원문: "Public perception of our role in the proliferation of AI may elevate the risk of threats to our facilities and our employees".
  • 강화주가 변동성 요인 확대주가 변동 요인에 신용거래, 메모리 테마 ETF 매매, 공매도, 예측시장, 파생거래를 새로 넣었습니다. 주가 변동이 회사 실적과 무관할 수 있다고도 명시했습니다. 원문: "trading by memory-focused exchange-traded funds, short sales, prediction markets".

읽는 법

작년 공시가 주로 수요 부진과 원가 절감 부담을 경고했다면, 올해는 호황기 특유의 리스크로 초점이 옮겨졌습니다. 공급 부족, 고객 배분 갈등, 장기계약 이행, 그리고 그 이후 공급 과잉으로의 반전이 그것입니다. 노조 조정이 진행 중이라는 구체적 서술은 실제로 진행 중인 사안을 반영한 것으로 보여, 향후 공시에서 결과를 확인할 만합니다. 장기계약과 데이터센터 비중 확대는 매출 가시성을 높일 수 있지만, 동시에 소수 고객과 AI 투자 사이클에 대한 의존이 커졌다는 의미로도 읽힙니다.

원문 비교
  1. 신규Risks Related to Our Business, Operations, and Industry
    •labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities;
  2. 신규Our gross margins may be adversely affected by a range of factors.
    •timely complete facility expansions and transitions of products to new fabrication facilities;
  3. 새 리스크 항목
    Labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities could cause significant business interruption and materially adversely affect our business, results of operations, or financial condition.
  4. 신규Labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities could cause significant business interruption and materially adversely affect our business, results of operations, or financial condition.
    We rely on a large, skilled workforce to operate our semiconductor manufacturing facilities worldwide. A substantial portion of our global production capacity is concentrated in several of our manufacturing facilities, and our wafer fabrication output depends on their continued, uninterrupted operation.
  5. 신규Labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities could cause significant business interruption and materially adversely affect our business, results of operations, or financial condition.
    Certain of our employees have formed or joined labor unions, and additional unionization efforts may occur in the future. Labor unions representing a portion of our workforce have been engaged in union organizing and collective bargaining activities, including formal mediations (which, if not successful, could permit strike actions), and public demands for revised incentive structures. Such disputes could escalate rapidly and affect manufacturing output across the industry.
  6. 신규Labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities could cause significant business interruption and materially adversely affect our business, results of operations, or financial condition.
    A strike, work stoppage, slowdown, or other labor action at any of our manufacturing facilities could cause significant business interruption, including the temporary or prolonged cessation of production at one or more fabrication lines. Even a brief disruption could result in substantial losses of production volume, reduced manufacturing yields, damage to work-in-process inventory, and delays in fulfilling customer orders. Such disruptions could also impair our ability to meet delivery schedules under strategic customer agreements, which could result in contractual liability, loss of customer confidence, or diversion of customer demand to competing suppliers.
  7. 신규Labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities could cause significant business interruption and materially adversely affect our business, results of operations, or financial condition.
    The resolution of labor disputes may require us to increase wages, benefits, or incentive compensation, implement new profit-sharing or bonus programs, or make other concessions, any of which could significantly increase our manufacturing costs. We may also incur substantial costs in connection with labor negotiations, mediation or arbitration proceedings, and related legal or advisory expenses. We may not be able to resolve labor disputes on terms acceptable to us, and any resolution may be materially more costly than our existing compensation arrangements.
  8. 신규Acquisitions and/or strategic transactions, including strategic investments, involve numerous risks.
    In addition, we have made, and may continue to make, strategic investments in companies within our ecosystem to further our strategic objectives. These investments may subject us to losses on all or part of our investment and to earnings volatility, and there is no guarantee that we will realize a return on our investment to the extent we expect, or at all. To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment.
  9. 신규Legal, regulatory, and administrative investigations, inquiries, proceedings, and claims could have a material adverse effect on our business, results of operations, or financial condition.
    •alleged violations of laws or regulations relating to antitrust/competition requirements;
  10. 신규We and others are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product considerations, which may have a material adverse effect on our business, results of operations, or financial condition.
    While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions, as well as caps on recoverable amounts. Our insurance may not be adequate or otherwise cover all claims, penalties, fines, expenses, regulatory actions, litigation, sanctions, other liabilities or losses, and may not continue to be available on acceptable terms or at all.
  11. 수정Risks Related to Our Business, Operations, and Industry
    •our ability to develop develop, produce, and produce supply new and competitive memory and storage technologies and products;
  12. 수정Risks Related to Our Business, Operations, and Industry
    •disruptions to our manufacturing process processes from operational issues, natural disasters, or other events;
  13. 수정Risks Related to Our Business, Operations, and Industry
    •acquisitions and/or strategic transactions; transactions and investments; and
  14. 수정Risks Related to Intellectual Property and Litigation
    •protecting our intellectual property and retaining key employees who are knowledgeable of about and develop our intellectual property;
  15. 수정Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.
    We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future due to a variety of factors, including imbalances in the supply of and demand for our products, which may be caused by circumstances that are out of our control. In Over the past five fiscal years, annual percentage changes in DRAM and NAND average selling prices have ranged from plus low 30% an increase of approximately 200% to a minus low 50% range. decrease of approximately 50%. In recent periods, industry demand has outpaced supply, driving average selling prices higher, but as we and others increase supply, average selling prices may decline, particularly if demand growth slows or declines. In Conversely, in some prior periods, average selling prices for our products have been below our manufacturing costs costs, and we may experience such circumstances in the future. Significant declines in average selling prices in future periods could have a material adverse effect on our business, results of operations, or financial condition.
  16. 수정Our gross margins may be adversely affected by a range of factors.
    Our gross margins are dependent upon our average selling prices, as well as our ability to continue decreasing per gigabit manufacturing costs, which is primarily achieved through improvements in our manufacturing processes and product designs. Factors that may limit our ability to reduce control our per gigabit manufacturing costs at sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to:
  17. 수정Our gross margins may be adversely affected by a range of factors.
    •start-up •increases in capital expenditures, including start-up or other costs associated with capacity expansions;
  18. 수정Our gross margins may be adversely affected by a range of factors.
    •higher costs of goods and services due to, among other things, inflationary pressures, labor disputes, regulatory actions, including tariffs or trade restrictions, increased input costs, or market conditions; and
  19. 수정Our gross margins may be adversely affected by a range of factors.
    Many factors may result in a reduction of our output or a delay in ramping production, which have in the past and could in the future lead to underutilization of our production assets. These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, supply chain disruptions, and delays from equipment suppliers. A significant portion of our manufacturing costs are fixed and do not vary proportionally with changes in production output. As a result, lower utilization, lower wafer output, and corresponding increases in our per gigabit manufacturing costs could result in higher inventory carrying costs, and have had, and may continue to in the future have, an adverse effect on our gross margins, business, results of operations, or financial condition.
  20. 수정Our gross margins may be adversely affected by a range of factors.
    We operate in a dynamic and rapidly evolving industry where the timeframes for product transitions, facility expansions, production ramps, and supply chain shifts are increasingly compressed. To remain competitive, we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures and regulatory uncertainty. As we streamline our production and shift capacity to leading-edge nodes, nodes and, as we endeavor to increase our capacity by expanding existing facilities and building new facilities, we face execution risks that could impact our ability to meet customer demand and maintain market coverage.
  21. 수정Our gross margins may be adversely affected by a range of factors.
    Our ability to execute on multiple transitions simultaneously, while maintaining supply continuity, quality standards, and cost competitiveness, is critical to sustaining our market position. If we do not successfully anticipate technology inflections and respond to changes in customer requirements and market changes, our business, results of operations, or financial condition could be materially adversely affected. Any misalignment between forecasted and actual demand, or delays in ramping new technologies, could result in elevated inventory levels, underutilized capacity, and gross margin pressure. Additionally, our customers have from time to time overstated their expected demand requirements, possibly to procure additional supply, and may do so in the future. This could exacerbate the foregoing issues and could negatively impact our ability to forecast and to allocate supply appropriately among our customers.
  22. 수정Our gross margins may be adversely affected by a range of factors.
    We have a broad portfolio of products to address our customers’ needs, which span multiple market segments and are subject to rapid technological changes. Our manufacturing costs on a per gigabit basis vary across our portfolio as they are largely influenced by the technology node in which the solution was developed. We strive to balance our demand and supply for each technology node, but the dynamics of our markets and our customers can create periods of imbalance, which can lead us to carry elevated inventory levels and underutilized capacity. Consequently, we may incur charges in connection with obsolete or excess inventories, or we may not fully recover our costs, which would reduce our gross margins. In addition, due to the customized nature of certain products we manufacture, we may be unable to sell certain finished goods inventories to alternative customers or manufacture in-process inventory to different specifications, which may result in excess and obsolescence charges or loss of revenue in future periods.
  23. 수정Our gross margins may be adversely affected by a range of factors.
    Our industry goes through cycles with demand changes that are not fully aligned to the available supply in the market. We may not be able to predict or quickly respond to trends in the dynamics of our markets and our customers or changes in customer demand, which could negatively impact our gross margin. AI currently is, and is expected to continue to be, a significant demand driver for our products. However, AI is evolving rapidly, and the expected timing and amount of demand related to AI can change significantly and may be impacted by many factors. As a result, it is difficult to accurately forecast such demand, particularly over the longer term, and we have incurred and expect to continue to incur costs in anticipation of demand that ultimately may not materialize or may not be sustained. Additionally, periods of sustained higher prices for memory and storage products may reduce demand or result in our customers modifying product designs to reduce memory and storage content or seeking alternative technologies and solutions. Further, sustained higher prices for our products may attract new entrants into the memory and storage market, which could have a significant adverse impact on our competitive position. If such demand does materialize, for our products materializes but is lower than expected, we may not be able to reduce our costs in response, which would adversely impact our gross margins. If demand exceeds our forecast, we may be unable to increase supply sufficiently to meet such demand, which could result in a loss of revenue or damage to customer relationships. Our inability to prevent deterioration of or improve gross margins align supply with demand could have a material adverse effect on our business, results of operations, or financial condition.
  24. 수정We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.
    In addition to our U.S. operations, a substantial portion of our operations are conducted in Taiwan, Singapore, Japan, Malaysia, China, and India, and many of our customers, suppliers, and vendors also operate internationally. In 2025, Further, in 2026, approximately one-third of our revenue was from sales to customers who have headquarters located outside the United States, while approximately 80% 70% of our revenue in 2025 2026 was from products shipped to customer locations outside the United States.
  25. 수정We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.
    •theft •improper use of our intellectual property;
  26. 수정We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.
    •government actions or actions, civil unrest unrest, international conflicts, terrorism and threats of terrorism preventing the flow of products and materials, including delays in shipping and obtaining products and materials, cancellation of orders, or loss or damage of products;
  27. 수정We face geopolitical and other risks associated with our international operations that could materially adversely affect our business, results of operations, or financial condition.
    •issues arising from cultural cultural, language or language differences compensation differences, and labor unrest;
  28. 수정The semiconductor memory and storage markets are highly competitive.
    We intend to advance our process technology to maintain product leadership and increase bit output per wafer, improve yields, and increase wafer supply. wafer. In addition, our competitors may increase capital expenditures resulting in future increases in worldwide supply. We, and some of our competitors, have plans to construct new fabrication facilities and/or ramp production at existing fabrication facilities. facilities to increase supply in response to a significant increase in demand for memory products across the industry. Increases in If worldwide supply of demand for semiconductor memory and storage, if storage does not accompanied by commensurate increases in demand, could lead to declines in increase or remain stable, average selling prices for our products could decline materially and could materially adversely affect our business, results of operations, or financial condition. Additionally, rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products. If competitors are more successful at developing or implementing new product or process technology, their products could have cost or performance advantages.
  29. 수정Our future success depends on our ability to develop, produce, and supply new and competitive memory and storage technologies and products in a dynamic market environment.
    Our future success depends on our ability to develop develop, produce, and produce supply new and competitive memory and storage technologies and products. products in a dynamic market environment.
  30. 수정Our future success depends on our ability to develop, produce, and supply new and competitive memory and storage technologies and products in a dynamic market environment.
    Our key semiconductor memory and storage technologies face technological barriers to continue to meet long-term customer needs. These barriers include achieving acceptable yields and quality for HBM products with their multiple chip layers, potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, developing advanced packaging solutions, improving power consumption and reliability, and delivering advanced features and higher performance. We may face technological barriers to continue to shrink our products at our current or historical rate, which has generally reduced per gigabit cost. We have invested and expect to continue to invest in R&D for new and existing products and process technologies, such as EUV advanced lithography, to continue to deliver advanced product requirements. Such new technologies can add complexity and risk to our schedule and may affect our costs and production output. We may have increases in R&D expenses or be unable to recover our investment in R&D or otherwise realize the economic benefits of reducing die size or increasing memory and storage densities. Our competitors are working to develop new memory and storage technologies that may offer performance and/or cost advantages to existing technologies and render existing technologies obsolete. Accordingly, our future success may depend on our ability to develop and produce viable and competitive new memory and storage technologies.
  31. 수정Our future success depends on our ability to develop, produce, and supply new and competitive memory and storage technologies and products in a dynamic market environment.
    We are developing new products, including system-level memory and storage products and solutions, which complement our traditional products or leverage their underlying design or process technology. We have invested and expect to continue to invest in new semiconductor product and system-level solution development. We are increasingly differentiating our products and solutions to meet the specific demands of our customers, which increases our reliance on our customers’ ability to accurately forecast the needs and preferences of their customers. the end users.
  32. 수정Our future success depends on our ability to develop, produce, and supply new and competitive memory and storage technologies and products in a dynamic market environment.
    In addition, our ability to successfully introduce new products often requires us to make product specification decisions multiple years in advance of when new products enter the market. Recent technologies, such as generative AI models have emerged, and while they have driven increased demand for HBM and other advanced products in the data center and other markets, the long-term trajectory is unknown and associated demand may fluctuate. Due to the higher performance and more complex manufacturing process, HBM requires a higher number of wafers and more cleanroom space to produce the same number of bits as conventional DRAM in the same technology node. If demand for HBM weakens and suppliers shift capacity from HBM to conventional DRAM, this could result in a significant increase in conventional DRAM supply. An oversupplied DRAM market may lead to downward pressure on pricing, which could adversely impact our financial results. Conversely, as demand for DRAM, HBM, or any of our other products increases and may continue to increase, we may be unable to increase supply sufficiently to meet such demand. Our ability to meet demand is influenced by numerous factors, including changes in product development cycles, cleanroom capacity, ramping new technologies, and evolving customer requirements. When demand exceeds our supply, we have been and may be unable to scale supply sufficiently, requiring us to make decisions about manufacturing priorities, as well as customer and market supply allocations. Periods of constrained supply, insufficient customer supply allocations, or elevated pricing for memory and storage products may strain long-term customer relationships, result in disruptions to downstream markets and supply chains and, where such products are viewed as critical inputs to certain industries, lead to legal or other disputes or government and regulatory focus. If these conditions persist, they could limit or severely restrict our ability to sell our product into certain end markets in the future.
  33. 수정Our future success depends on our ability to develop, produce, and supply new and competitive memory and storage technologies and products in a dynamic market environment.
    The growth of AI further creates pressure on the semiconductor industry to timely design, manufacture, and deliver semiconductor products and solutions to meet customer demand for computing power and AI infrastructure. It is important that we deliver products in a timely manner that meet customer requirements at the time when our customers are designing and evaluating samples for their products. If we do not meet their product design schedules, our customers may exclude us from further consideration as a supplier for those products. The process to develop new products requires us to demonstrate advanced functionality, performance, and reliability, often well in advance of a planned ramp of production, in order to secure design wins with our customers. We must also qualify our products with customers through potentially lengthy testing processes with results that are dependent on the quality and capability of the customer systems. Many factors may negatively impact our ability to meet anticipated timelines and/or expected or required quality standards with respect to the development of certain of our products. In addition, some of our components have long lead-times, lead times, requiring us to place orders up to a year in advance of anticipated demand. Such long lead-times lead times increase the risk of excess inventory or loss of sales in the event our forecasts vary substantially from actual demand.
  34. 수정Our future success depends on our ability to develop, produce, and supply new and competitive memory and storage technologies and products in a dynamic market environment.
    There can be no assurance of the following: that:
  35. 수정We may not be able to achieve expected returns from capacity expansions.
    We continue to expand our production capacity in the United States and in other regions where we operate, in large part, to meet expected demand for our products. These expansion projects are multi-year projects that require significant lead time and commitment of capital well in advance of achieving any returns. Semiconductor fabs are complex, capital-intensive projects and require specialized knowledge, expertise, experience, and skill sets to construct and operate.
  36. 수정We may not be able to achieve expected returns from capacity expansions.
    Our construction projects are highly dependent on available sources of materials and specialized equipment, as well as labor, skilled sub-contractors, and other service providers. Increasing demand, supply constraints, inflation, tariffs, trade restrictions, and other market conditions could result in shortages and higher costs. Additionally, difficulties in obtaining labor, skilled sub-contractors and other service providers providers, or other resources could result in delays in completion of our construction projects and cost increases, including costs to operate these facilities. facilities, and could impair our ability to meet customer demand and result in loss of market share to competitors.
  37. 수정We may not be able to achieve expected returns from capacity expansions.
    We have a broad portfolio of products to address our customers’ needs, which span multiple market segments and are subject to rapid technological changes. We invest our capital in areas that we believe best align with our business strategy and optimize future returns. Investments in capital expenditures may not generate expected returns or cash flows. Significant judgment is required to determine which capital investments will result in optimal returns, and we could invest in projects that are ultimately less profitable than those projects we do not select. Our strategic decision-making process involves careful evaluation and prioritization of investments to ensure alignment with our long-term goals. Additionally, we may choose to exit business or market segments that do not provide us with optimal returns. As we streamline our product portfolio, we may face execution risks that could impact our ability to support demand and maintain share in certain markets. Further, as we continue to optimize the efficiency of our fabrication facilities to support demand from leading edge notes, nodes, any delays in completion and ramping of new production facilities, or failure to optimize our investment choices, could significantly impact our ability to realize expected returns on our capital expenditures.
  38. 수정Our incentives from various governments are conditioned upon achieving or maintaining certain outcomes and satisfying compliance requirements and are subject to reduction, termination, or clawback, and could impose certain limitations on our business.
    We have received, and may expect to receive in the future continue to receive, future, benefits and incentives from national, state, and local governments in various regions of the world designed to encourage us to establish, maintain, or increase investment, workforce, research and development, R&D, or production in those regions. However, there is no guarantee that such government incentives and benefits will continue to be available in the future on the same terms, terms that are acceptable to us or at all and existing incentives could be modified or terminated by government authorities. In addition, we have discretion in the timing of use of certain of these incentives. If we choose to exercise such discretion due to the cyclicality of our business or other factors, we may not be able to fully utilize these incentives. Our future business plans may be impacted by obtaining these government incentives, which may take various forms, including grants, subsidies, loans, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development R&D activities to qualify for such incentives or could restrict us from undertaking certain activities. We may fail to achieve these milestones, in a timely manner or at all, due to a variety of factors, some of which may be outside of our control, including a cyclical downturn in our business or global downturn. Failure to achieve such milestones could result in up to all of certain incentives being clawed back, in some cases along with interest and/or loss of project assets. In some cases, these incentives have additional terms and conditions regarding our business operations or governance that are required to be satisfied as a condition to receive incentives or disbursements. Compliance with these terms and conditions may add complexity to our operations and increase our costs and failure to comply could result in termination of incentive programs or clawbacks of incentive amounts received, in some cases along with interest and/or loss of project assets.
  39. 수정Our incentives from various governments are conditioned upon achieving or maintaining certain outcomes and satisfying compliance requirements and are subject to reduction, termination, or clawback, and could impose certain limitations on our business.
    We may be unable to obtain sufficient future incentives to continue to fund a portion of our capital expenditures and operating costs, without which our cost structure may be adversely impacted and planned capital expenditures and research and development R&D expenditures may be affected. For example, in December 2024, we entered into direct funding agreements, providing agreements to provide funds for the construction of fab facilities in Idaho and New York, with the United States Department of Commerce (the “Department”) under the Department’s CHIPS Incentives Program established pursuant to the CHIPS Act. Commerce. In June 2025, such agreements were subsequently amended to expand our investments, and we entered into a direct funding agreement to provide funds to expand and modernize our fab in Virginia. The awards under the direct funding agreements are subject to various conditions, and we may not receive the funding expected on the same terms or at all. We cannot guarantee that we will successfully achieve or maintain outcomes or satisfy the compliance requirements to qualify for these incentives or that the granting agencies will provide or continue to provide such funding. See Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 15. Government Incentives.
  40. 수정Our business, results of operations, or financial condition could be adversely affected by the availability and quality of materials, supplies, electrical power, gas, water, and capital equipment, or dependency on third-party service providers.
    Our manufacturing processes are also dependent on our relationships with third-party manufacturers of controllers, analog integrated circuits, and other components used in some of our products and with outsourced semiconductor foundries, assembly and test providers, contract manufacturers, logistics carriers, and other service providers, including providers of maintenance for our advanced semiconductor manufacturing equipment and providers of electricity and other utilities. Increasing AI-driven demand may intensify competition for critical materials, manufacturing equipment, advanced packaging capacity, and other key inputs, which could increase costs, extend lead times, or limit availability. Although we have certain long-term contracts with some of our suppliers, many of these contracts do not provide for long-term capacity or pricing commitments. To the extent we do not have firm commitments from our third-party suppliers over a specific time period or for any specific capacity, quantity, and/or pricing, our suppliers may allocate capacity to their other customers and capacity and/or materials may not be available when needed or at reasonable prices. Inflationary pressures may continue to increase costs for materials, supplies, and services. Regardless of contract structure, large swings in demand may exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes, resulting in a shortage of parts, materials, or capacity needed to manufacture our products. In periods of shortage, we may not be able to obtain the needed supply in a timely manner or we may be required to incur increased costs in order to meet our contractual commitments and demand from our customers or experience a decrease in revenue. In addition, if any of our suppliers were to cease operations or become insolvent, this could impact their ability to provide us with necessary supplies, and we may not be able to obtain the needed supply in a timely manner or at all from other providers. Our direct suppliers may depend upon complex multi-tier supply chains over which we have limited visibility or control. Disruptions affecting sub-tier suppliers may adversely affect our supply chain even where our direct suppliers remain operational.
  41. 수정Our business, results of operations, or financial condition could be adversely affected by the availability and quality of materials, supplies, electrical power, gas, water, and capital equipment, or dependency on third-party service providers.
    We and/or our suppliers and service providers could be affected by regional conflicts, acts of war, civil unrest, labor disruptions, cyberattacks, sanctions, tariffs, weather related events, embargoes, or other trade restrictions, and retaliatory actions in response to such actions, as well as laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, or other matters, which could limit the supply of materials critical to our materials operations and/or increase the cost. Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines could delay our receipt of materials. Our ability to procure components to repair equipment essential for our manufacturing processes could also be negatively impacted by various restrictions or disruptions in supply chains, among other items. The disruption of our supply of materials, components, labor, or services, or the extension of our lead times could have a material adverse effect on our business, results of operations, or financial condition.
  42. 수정Our business, results of operations, or financial condition could be adversely affected by the availability and quality of materials, supplies, electrical power, gas, water, and capital equipment, or dependency on third-party service providers.
    Our operations are dependent on a reliable and uninterrupted supply of electrical power, gas, and water to our manufacturing facilities. Growing demand from semiconductor manufacturing, AI-related data centers, and other industrial development may increase competition for utility resources and contribute to power shortages, capacity constraints, prolonged outages, or increased utility costs. Any such disruption could have a material adverse effect on our business, results of operations, or financial condition.
  43. 수정Our business, results of operations, or financial condition could be adversely affected by the availability and quality of materials, supplies, electrical power, gas, water, and capital equipment, or dependency on third-party service providers.
    Our inability to source materials, supplies, capital equipment, labor, or third-party services could affect our overall production output and our ability to fulfill customer demand. demand and commitments. Significant or prolonged shortages of our products could halt customer manufacturing and damage our relationships with these customers. Any damage to our customer relationships as a result of a shortage of our products could have a material adverse effect on our business, results of operations, or financial condition.
  44. 수정Downturns or ongoing adverse conditions in regional or worldwide economies may harm our business.
    Downturns or ongoing adverse conditions in regional or worldwide economies, due to inflation, geopolitics, changes in government borrowing or spending, trade disputes, war, major central bank policy actions actions, including interest rate increases, public health crises, unemployment, or other factors, have harmed our business in the past past, and current and future downturns could also adversely affect our business. Adverse economic conditions affect demand for devices that incorporate our products, such as personal computers, smartphones, automobiles, and servers. Reduced demand for memory and storage products could result in significant decreases in our average selling prices and product sales. In addition, to the extent our customers or distributors have elevated inventory levels or are impacted by a deterioration in credit markets, we may experience a decrease in short-term and/or long-term demand resulting in industry oversupply and declines in pricing for our products.
  45. 수정If our manufacturing process is disrupted by operational issues, natural disasters, or other events, our business, results of operations, or financial condition could be materially adversely affected.
    We and our subcontractors and suppliers manufacture products using highly complex processes that require technologically advanced equipment and continuous modification to improve yields and performance. Difficulties in the manufacturing process or the effects from a shift in product mix can reduce yields or disrupt production and may increase our per gigabit manufacturing costs. We and our subcontractors and suppliers maintain operations and continuously implement new product and process technology at manufacturing facilities, which are widely dispersed in multiple locations in several countries countries, including the United States, Singapore, Taiwan, Japan, Malaysia, China, and India. As a result of the necessary interdependence within our network of manufacturing facilities, an operational disruption at one of our or a subcontractor’s or supplier’s facilities may have a disproportionate impact on our ability to produce many of our products.
  46. 수정If our manufacturing process is disrupted by operational issues, natural disasters, or other events, our business, results of operations, or financial condition could be materially adversely affected.
    From time to time, there have been disruptions in our manufacturing operations as a result of power outages, improperly functioning equipment and facilities, disruptions in supply of raw materials or components, equipment failures, or equipment failures. the lack of availability of water, electricity, or labor resources to support our existing operations or planned expansions. We have manufacturing and other operations in locations subject to natural occurrences and possible climate changes, such as severe and variable weather and geological events resulting in increased costs, or disruptions to our manufacturing operations or those of our suppliers or customers. In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions. Other events, including political or public health crises, such as an outbreak of contagious diseases, may also affect our production capabilities or that of our suppliers, including as a result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel or shipping. Events of the types noted above have occurred from time to time and, because these risks are a characteristic of our business, they may occur in the future. As a result, in addition to disruptions to operations, our insurance premiums may increase or we may not be able to fully recover any sustained losses through insurance.
  47. 수정A significant portion of our revenue is concentrated with certain customers and end markets.
    In 2025, 2026, over half of our total revenue came from our top ten customers. Among our end markets, approximately one-half 60% of our total revenue was concentrated in the data center end market. A disruption in our relationship with any of our top customers or a significant decrease in demand for our data center products, including due to disruptions or delays in the build-out of data centers by our customers and partners, or in the overall data center end market, could adversely affect our business. Particularly with respect to data center build outs, supply constraints or availability issues with respect to any one component have had and may continue to have a broader revenue impact. For example, our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available from third parties. In addition, the build-out of data centers by our customers and partners requires significant energy capacity, water, and capital, and any shortage of these and other necessary resources, any stakeholder opposition to data center development, or any delays in the build-out of data centers, could impact our future revenue and financial performance. In addition, access to capital for our customers could be constrained, which may cause companies to face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption, which could have a material adverse effect on our business, results of operations, and financial condition.
  48. 수정A significant portion of our revenue is concentrated with certain customers and end markets.
    We could experience fluctuations in our customer base or the mix of revenue by customer or end market, as markets and strategies evolve. Demand for our products may fluctuate due to factors beyond our control. Our inability to qualify our products to meet customer or end market requirements could adversely impact our revenue. A meaningful change in inventory strategy by our top customers or in certain end markets could impact our industry bit demand growth outlook. In addition, any consolidation of our customers or consolidation of significant end markets could limit the opportunity for sale of our products. While we have entered into, and expect to continue to enter into, strategic customer agreements with certain customers with specific contractually enforceable volumes over the multi-year contract terms, the nature of these agreements still subjects us to risk. Pricing for our contracts is either fixed or periodically negotiated, with the majority of the strategic customer agreements having pricing that is subject to minimum and maximum bands. In connection with these customer agreements, we have received, and expect to continue to receive, customer deposits and letters of credit. Any failure to perform our obligations under these arrangements could subject us to contractual damages or other financial consequences. These arrangements could also constrain our available supply and limit our flexibility to respond to changes in market conditions, and if customers fail to meet their purchase commitments, we may need to enforce our contractual rights, which could result in litigation or disputes that could adversely affect our business, customer relationships, or both, and any such disputes could have a material adverse effect on our business, results of operations, or financial condition. Further, if we are unable to satisfy customer demand and customers are required to purchase products from our competitors, they may shift immediate and future purchases to such competitors, which could harm our customer relationships and adversely impact our access to certain end markets. Efforts by us and our competitors to align supply to long-term customer agreements could contribute to industry supply exceeding demand if customers were to breach their purchase obligations and if overall demand is lower than anticipated. In addition, customer purchases in excess of production needs to satisfy their obligations under long-term agreements may result in elevated customer inventories. If these conditions materialize, they may cause an oversupplied memory and storage market, downward pressure on pricing, and a material adverse effect on our business, results of operations, or financial condition.
  49. 수정A significant portion of our revenue is concentrated with certain customers and end markets.
    The loss of, or restrictions on our ability to sell to, one or more of our major customers or in certain end markets, or any significant reduction in orders or a shift in product mix, could have a material adverse effect on our business, results of operations, or financial condition. See Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20. Segment and Other Information and Note 21. Certain Concentrations.
  50. 수정Products that fail to meet specifications, are defective, or are otherwise incompatible with end uses could impose significant costs on us.
    Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects or that are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely affect our business, results of operations, or financial condition. From time to time, we have experienced and, may experience in the future, problems with non-conforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further diversified and expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application. Our products and solutions may be deemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial liability from our customers to us for costs incurred by the end user as a result of our customers’ products failing to perform as specified. In addition, if our products and solutions perform critical functions in our customers’ products or are used in high-risk consumer end products, such as autonomous driver assistance programs, home and enterprise security, smoke and noxious gas detectors, medical monitoring equipment, or wearables for child and elderly safety, our potential liability may increase. We could be adversely affected in several ways, including the following:
  51. 수정Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.
    We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and sensitive or confidential data relating to our operations. In addition, we process, store, and transmit data relating to our customers, suppliers, and employees, including sensitive personal information. Unauthorized persons, employees, former employees, nation states, or other parties may gain access to our facilities or technology infrastructure and systems through fraudulent means and may steal trade secrets or other proprietary information, compromise confidential information, create system disruptions, or have other impacts. This risk is exacerbated as competitors for talent, particularly engineering talent, attempt to hire our employees. Through cyberattacks on technology infrastructure and systems, unauthorized parties may obtain access to computer systems, networks, and data, including cloud-based platforms. Our technology infrastructure and systems and that of our suppliers, vendors, service providers, cloud solution providers, and partners have in the past experienced, and may in the future experience, such attacks, which could impact our operations. Cyberattacks can include ransomware, denial-of-service attacks, zero-day attacks, supply chain attacks, “phishing” and other forms of social engineering, exploitation of open source software vulnerabilities, and other malicious software programs or other attacks, including those using techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event, impersonation of authorized users, and efforts to discover and exploit any design flaws, “bugs,” security vulnerabilities, as well as intentional or unintentional acts by employees or other insiders with access privileges. The emergence, maturation, and increasing availability of AI capabilities may also lead to new and/or more sophisticated methods of attack that leverage AI technologies, including AI technologies that have the potential to increase the speed and impact of cyberattacks. Globally, cyberattacks are increasing in number and the attackers are increasingly organized and well-financed, or supported by state actors, and are developing increasingly sophisticated systems to not only attack, but also to evade detection. In addition, geopolitical tensions or conflicts may create a heightened risk of cyberattacks. Breaches of our physical security, including break-ins, sabotage or vandalism, attacks on our technology infrastructure and systems, security breaches or incidents, or attacks on our customers, suppliers, or business partners who maintain or otherwise process confidential or sensitive information regarding us and our customers and suppliers, could result in damage to, or loss, disruption, or unavailability of data or systems, or inappropriate disclosure, destruction, loss, or other processing of confidential or sensitive information. In addition, our systems and those of our third-party vendors may experience service interruptions, data loss or compromise, and outages for other reasons, including human error, pandemics, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, computer viruses, ransomware, and other malicious software, changes in social, political, or regulatory conditions or in laws and policies, or other changes or events.
  52. 수정Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.
    Any such event, or the perception it has occurred, may result in significant losses and damage our reputation with customers and suppliers and may expose us to claims, demands, and or litigation.
  53. 수정We may be adversely impacted by any of the multiple uncertainties and outcomes associated with the use and evolution of AI.
    We are increasingly incorporating AI capabilities into the development of technologies and our business operations, and into our products and services. Our use of such technologies may create dependencies on third-party AI providers. Any disruptions, security incidents, changes in business practices, contractual terms, service availability, or functionality affecting such providers could adversely affect our operations, costs, innovation efforts, or competitive position. The implementation of AI can be costly and there is no guarantee that our use of AI will enhance our technologies, benefit our business operations, or produce products and services that are preferred by our customers.
  54. 수정We may be adversely impacted by any of the multiple uncertainties and outcomes associated with the use and evolution of AI.
    In addition, AI and the associated demand for memory has been a significant driver of increased demand for our products. AI technology is complex and rapidly evolving, and may expose us to significant competitive, legal, regulatory, and other risks. The future of AI and the impact on our products, including demand for our products, is difficult to predict. AI-driven demand may not be sustainable and therefore, our expectations regarding our future financial results may not materialize. Further, we may not be able to effectively match supply and demand or achieve the expected return on our investments to address this AI-driven demand. AI will continue to increase or change the competitive environment in our markets. Our competitors may be more successful in their AI strategy or they may have access to greater AI resources or technology and develop superior products and services.
  55. 수정We may be adversely impacted by any of the multiple uncertainties and outcomes associated with the use and evolution of AI.
    Additionally, AI algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient, or biased information, which can cause errors in outputs. Failures to develop, deploy, or use AI technologies in a safe, responsible, and effective manner, whether by us, our customers, suppliers, partners, or third-party AI providers, could result in product quality issues, operational disruptions, legal liability, regulatory scrutiny, or reputational harm. We manage AI-related risks through our existing cybersecurity, privacy, legal, compliance, information governance, and enterprise risk management processes. However, these processes may not identify or mitigate all risks associated with evolving AI technologies, regulations, and industry practices.
  56. 수정We may be adversely impacted by any of the multiple uncertainties and outcomes associated with the use and evolution of AI.
    The use of AI in the development of our products could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, and cybersecurity. AI is also the subject of an evolving set of legal requirements and regulations, and we may be subject to new and conflicting laws and regulations. In addition, public and governmental perceptions regarding the use and impact of AI may evolve over time. Such developments may result in the introduction of regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings. Public perception of our role in the proliferation of AI may elevate the risk of threats to our facilities and our employees. Any of these matters may give rise to legal liability, damage our reputation, and materially harm our business. Further, these factors may change the overall perception, use and adoption of AI by third parties, which could adversely impact demand for our products.
  57. 수정We must attract, retain, and motivate highly skilled employees.
    To stay competitive, we need a highly skilled, global workforce and effective succession management for key roles. Hiring, retaining, and motivating qualified executives and other skilled talent is critical to our business, and competition can be intense. business. Competition for highly skilled talent can be intense, particularly as continued growth and investment across the industry increases demand for individuals with specialized technical, operational, leadership, and other critical skills. Our competitors and other companies seeking similar talent may target individuals within our organization who possess desired skills and experience, which could make it more difficult to attract, retain, and motivate key employees. If our total compensation programs, benefits, and workplace culture are not seen as competitive and inclusive, our ability to attract and retain talent could be compromised.
  58. 수정Labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities could cause significant business interruption and materially adversely affect our business, results of operations, or financial condition.
    We cannot predict whether or when a strike or other work stoppage may occur at our facilities, the duration or severity of any such action, or the extent of any resulting business interruption. Even without actual work stoppage, prolonged labor negotiations, threats of strike action, and related workforce uncertainty may adversely affect employee morale and productivity, increase attrition of skilled employees, complicate our ability to recruit and retain the skilled engineers and technicians essential to our operations, and harm our reputation. Any power shortages, capacity constraints, prolonged outages, or significant or unexpected increases in of the cost of power foregoing could have a material adverse effect on our business, results of operations, or financial condition.
  59. 수정Compliance with responsible sourcing requirements and any related regulations could increase our operating costs or limit the supply and increase the cost of certain materials, supplies, and services, and if we fail to comply, customers may reduce purchases from us or disqualify us as a supplier.
    We and many of our customers have adopted responsible sourcing programs that require us to meet certain sustainability, governance, or other criteria, and to periodically report on our performance against these requirements, including that we source the materials, supplies, and services we use and incorporate into the products we sell as prescribed by these programs. Many customer programs require us to remove a supplier within a prescribed period if such supplier ceases to comply with prescribed criteria, and our supply chain may at any time contain suppliers at risk of being removed due to non-compliance with responsible sourcing requirements. Some of our customers may elect to disqualify us as a supplier (resulting in a permanent or temporary loss of sales to such customer) or reduce purchases from us if we are unable to verify that our performance or products (including the underlying supply chain) meet the specifications of our customers’ responsible sourcing programs on a continuous basis. Government actions affecting industry associations, responsible sourcing organizations, auditing firms, certification providers, standards bodies, or other supply chain compliance organizations could impair our or our suppliers' ability to verify compliance with customer, regulatory, or responsible sourcing requirements, increase costs, delay supplier qualification, limit available sources of supply, or result in customer disqualification or reduced purchases. Meeting responsible sourcing requirements may increase operating requirements and costs or limit the sourcing and availability of some of the materials, supplies, and services we use, particularly when the availability of such materials, supplies, and services is concentrated to a limited number of suppliers. From time to time, we remove suppliers or require our suppliers to remove suppliers from their supply chains based on our responsible sourcing requirements or customer requirements, and we or our suppliers may be unable to replace such removed suppliers in a timely or cost-effective manner. Any inability to replace removed suppliers in a timely or cost-effective manner may affect our ability and/or the cost to obtain sufficient quantities of materials, supplies, and services necessary for the manufacture of our products. Our inability to replace suppliers we have removed in a timely or cost-effective manner or comply with customers’ responsible sourcing requirements or with any related regulations could have a material adverse effect on our business, results of operations, or financial condition.
  60. 수정Evolving sustainability and governance expectations or standards or failure to achieve our related goals could adversely affect our business, results of operations, financial condition, or stock price.
    In recent years, there has been an increased ongoing focus from stakeholders on sustainability and governance matters, including greenhouse gas emissions and climate-related risks, carbon-free electricity, energy consumption, water stewardship, waste management, inclusion, responsible sourcing and supply chain, and human rights. We actively manage these issues and have established and publicly announced certain sustainability goals, commitments, and targets which we may refine or modify further in the future. These goals, commitments, and targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Achieving these goals may entail significant costs. Achieving these goals may entail significant costs, for example For example, we have entered into several virtual power purchase agreements to obtain renewable energy credits at a cost that will vary based on future prices for electrical power. Evolving stakeholder expectations and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and stock price.
  61. 수정Evolving sustainability and governance expectations or standards or failure to achieve our related goals could adversely affect our business, results of operations, financial condition, or stock price.
    In addition, external standards for measuring and reporting sustainability metrics may change over time and may result in cost increases, significant revisions to our strategies and targets, or impact our ability to achieve them. We also are or may become subject to new sustainability laws and regulations, such as the State of California’s new climate change disclosure rules. regulations. Compliance with these laws and regulations, as well as increased scrutiny from regulators, customers, and other stakeholders on our sustainability practices, could result in additional costs and expose us to new risks. Any scrutiny of our sustainability disclosures, our failure to achieve related strategies and targets, or our failure to disclose our sustainability measures consistent with applicable laws and regulations or to the satisfaction of regulators or our stakeholders could negatively impact our reputation or result in penalties, fines, or other adverse consequences.
  62. 수정Acquisitions and/or strategic transactions, including strategic investments, involve numerous risks.
    Acquisitions and/or strategic transactions transactions, including strategic investments, involve numerous risks.
  63. 수정Acquisitions and/or strategic transactions, including strategic investments, involve numerous risks.
    Acquisitions of businesses, enterprises or assets, and strategic transactions, such as joint ventures and other partnering arrangements, involve numerous risks, including the following:
  64. 수정Acquisitions and/or strategic transactions, including strategic investments, involve numerous risks.
    •requirements imposed by government authorities in connection with the regulatory review of a transaction, which may include, among other things, divestitures, imposition of significant obligations, or restrictions on the conduct of our business or the acquired business; business or assets;
  65. 수정Acquisitions and/or strategic transactions, including strategic investments, involve numerous risks.
    The global memory and storage industry has experienced consolidation and may continue to consolidate. We engage, from time to time, in discussions regarding potential acquisitions and similar opportunities. To the extent we are successful in completing any such transactions, we could be subject to some or all of the risks described above. above or additional or different risks. Acquisitions of, or strategic transactions with, technology companies or assets are inherently risky and may not be successful and could have a material adverse effect on our business, results of operations, or financial condition.
  66. 수정We may incur restructure charges in future periods and may not realize expected savings or other benefits from restructure plans.
    From time to time, we have because Because of the nature of our business, we have entered, and may in the future, enter into restructure initiatives in order to, among other items, to streamline our operations, increase our synergies, respond to changes in business conditions, our markets, or product offerings, or to centralize certain key functions. functions, and meet other objectives. We may not realize expected savings or other benefits from future restructure activities and may incur additional restructure charges or other losses in future periods associated with other initiatives. In connection with any restructure initiatives, we could incur restructure charges, loss of production output or sufficient customer demand to maintain scale, loss of key personnel, disruptions in our operations, difficulties in the timely delivery of products, and loss of customers and local market share, which could have a material adverse effect on our business, results of operations, or financial condition.
  67. 수정We may be unable to protect our intellectual property or retain key employees who are knowledgeable about and develop our intellectual property.
    We may be unable to protect our intellectual property or retain key employees who are knowledgeable of about and develop our intellectual property.
  68. 수정We may be unable to protect our intellectual property or retain key employees who are knowledgeable about and develop our intellectual property.
    We maintain a system of controls over our intellectual property, including U.S. and foreign patents, trademarks, copyrights, copyrights and trade secrets, secrets through licensing arrangements, confidentiality procedures, non-disclosure agreements with employees, consultants, and vendors, and a general system of internal controls. Despite our system of controls over our intellectual property, it may be possible for our current or future competitors to obtain, copy, use, or disclose, illegally or otherwise, our product and process technology or other proprietary information. The laws of some foreign countries may not protect our intellectual property to the same degree as do U.S. laws, and our confidentiality, non-disclosure, and non-compete agreements may be unenforceable or difficult and costly to enforce. The use of AI in the development of our products and services could also cause the loss of intellectual property, property rights, as well as subject us to risks related to intellectual property infringement or misappropriation.
  69. 수정Legal, regulatory, and administrative investigations, inquiries, proceedings, and claims could have a material adverse effect on our business, results of operations, or financial condition.
    •our relationships with vendors or customers, supply agreements, agreements and our capacity to supply, or contractual obligations with our subcontractors or business partners;
  70. 수정Legal, regulatory, and administrative investigations, inquiries, proceedings, and claims could have a material adverse effect on our business, results of operations, or financial condition.
    Expansion of our production capacity is subject to inherent safety risks for our employees and contractors. Expansion and renovation activities may involve accidents, which could result in project delays, litigation, claims or disputes by our contractors and others, as well as increased insurance costs. While the risks of our construction projects are covered by insurance and contractual indemnities from our contractors, we may not have insurance coverage or rights to indemnity for all risks. Further, Additionally, while we maintain insurance coverage for certain claims and liabilities, there can be no assurance that we are adequately insured to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters.
  71. 수정Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others, or failure to obtain or renew license agreements covering such intellectual property, could materially adversely affect our business, results of operations, or financial condition.
    As is typical in the semiconductor and other high technology industries, from time to time others third parties have asserted, and may in the future assert, that our products or manufacturing processes infringe upon, misappropriate, misuse, or otherwise violate their intellectual property rights. We are unable to predict the outcome of these assertions made against us. Any of these types of claims, regardless of the merits, could subject us to significant costs to defend or resolve such claims and may consume a substantial portion of management’s time and attention. As a result of these claims, we may be required to:
  72. 수정Claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others, or failure to obtain or renew license agreements covering such intellectual property, could materially adversely affect our business, results of operations, or financial condition.
    •cease manufacturing, having made, selling, offering for sale, importing, marketing, or using products and/or manufacturing processes in certain jurisdictions.
  73. 수정Government actions and regulations, such as export restrictions, tariffs, and trade protection measures, may limit our ability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct operations.
    We cannot predict what actions may be taken with respect to export regulations, tariffs, or other trade regulations between the United States and other countries, what products or companies may be subject to such actions, or what actions may be taken by other countries in retaliation. Further changes in trade policy, tariffs, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials, including rare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, reduce customer demand for our products, or inhibit our ability to sell products or purchase necessary equipment and supplies. For example, increasing geopolitical tensions have resulted in new and proposed export controls associated with products, including those that support or enable AI applications, which could, in turn, restrict future sales of certain products to China or other markets, or restrict our ability to obtain equipment, components, and raw materials. Similarly, new and proposed tariffs in the U.S., United States, China, or other markets on products, materials, and equipment may increase our selling costs, thus impacting demand for our products. On April 14, 2025, the U.S. Bureau of Industry and Security announced the initiation of investigations into the industry on the effects on U.S. national security of imports of semiconductors under Section 232 of the Trade Expansion Act of 1962. The scope of the industry-wide investigation includes semiconductors, semiconductor manufacturing equipment, and their derivative products, including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics, and other components. While the results of this investigation are currently unknown, the investigation may result in additional industry-wide additional tariffs and trade restrictions, which may adversely impact our business. Such changes may also result in reputational harm to us, the development or adoption of technologies that compete with our products, long-term changes in global trade and technology supply chains, or negative impacts on our customers’ products which incorporate our solutions. On February 20, 2026, the administration announced they would initiate new trade investigations under Section 301 of the Trade Act of 1974. While the scope of any such investigations is currently unknown, these proposed investigations may also result in additional tariffs or trade restrictions, which could adversely impact our business. We may take actions to mitigate the impact of increases in tariffs and changes in trade policies, and any such actions could result in additional costs, manufacturing delays, or other difficulties, as well as additional risks, and may not be effective. Any of the effects described in this risk factor could have a material adverse effect on our business, results of operations, or financial condition.
  74. 수정Government actions and regulations, such as export restrictions, tariffs, and trade protection measures, may limit our ability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct operations.
    The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our exposure to reputational hazards, government investigations, investigations and measures aimed at addressing market and other challenges, legal actions, and penalties. Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or our policies. Violations of trade laws, restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees; prohibitions on the conduct of our business; and damage to our reputation.
  75. 수정Tax-related matters could have a material adverse effect on our business, results of operations, or financial condition.
    Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material adverse effect on our financial condition. Recent U.S. tax legislation, including the One Big Beautiful Bill Act, may increase tax uncertainty, with potential impacts dependent on future regulatory guidance and interpretations. Further changes Changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit-shifting project, including Pillar Two Model Rules (“Pillar Two”), undertaken by the Organisation for Economic Co-operation and Development. We continue to monitor for additional guidance and legislative changes related to Pillar Two in the jurisdictions where we operate.
  76. 수정We and others are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product considerations, which may have a material adverse effect on our business, results of operations, or financial condition.
    New and evolving environmental, health, safety, and product considerations, including those related to per- and polyfluoroalkyl substances (PFAS), greenhouse gas emissions and climate change, the purchase, use use, discharge, and disposal of regulated and/or hazardous chemicals, and the potential resulting environmental, health health, or safety impacts, may result in new laws, regulations, or industry standards that may affect us, our suppliers, and our customers. Such laws, regulations, or industry standards could require us to alter our product design, manufacturing, and operations and incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us. These costs may adversely impact our results of operations and financial condition.
  77. 수정We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, and make adequate capital investments.
    We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, pay our dividend, and make adequate capital investments.
  78. 수정We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, and make adequate capital investments.
    Our cash flows from operations depend primarily on the volume of semiconductor memory and storage products sold, sold and average selling prices, and manufacturing costs. prices. To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must make significant capital investments in manufacturing technology, capital equipment, facilities, R&D, and product and process technology.
  79. 수정We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, and make adequate capital investments.
    From time to time, we utilize external sources of financing when needed. Adverse conditions in the banking system, debt capital markets, or broader financial markets could reduce available sources of liquidity or limit our ability to obtain financing on acceptable terms. We have experienced volatility in our cash flows and operating results and we expect to continue to experience such volatility in the future, which may negatively affect our credit rating. Our credit rating may also be affected by our liquidity, financial results, economic risk, or other factors, which may increase the cost of borrowings and make it difficult for us to obtain financing on terms acceptable to us or at all. There can be no assurance that we will be able to generate sufficient cash flows, access capital or credit markets, or find other sources of financing to fund our operations, make debt payments, refinance our debt, pay our quarterly dividend, and make adequate capital investments to remain competitive in terms of technology development and cost efficiency. Our inability to do any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition.
  80. 수정Debt obligations could adversely affect our financial condition.
    We have incurred in the past, and expect to incur in the future, debt to finance our capital investments, business acquisitions, and to realign our capital structure. As of August 28, 2025, September 3, 2026, we had debt with a carrying value of $14.58 $5.18 billion and may incur additional debt, including under our $3.50 $2.00 billion Revolving Credit Facility. Our debt obligations could adversely impact us as follows:
  81. 수정Debt obligations could adversely affect our financial condition.
    •increase •reduce our financial flexibility and increase our vulnerability to adverse economic and industry conditions;
  82. 수정We are subject to counterparty default risks.
    We have numerous arrangements with financial institutions that subject us to counterparty default risks, including cash deposits, investments, and derivative instruments. Additionally, we are subject to counterparty default risk from our customers for amounts receivable from them. them and from third-party financial institutions under letters of credit provided by certain customers with respect to amounts receivable. As a result, we are subject to the risk that the counterparty will default on its performance obligations. A counterparty may not comply with its contractual commitments which could then lead to its defaulting on its obligations with little or no notice to us, which could limit our ability to mitigate our exposure. Additionally, our ability to mitigate our exposures may be constrained by the terms of our contractual arrangements or because market conditions prevent us from taking effective action. If one or more of our counterparties becomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of that counterparty’s default may be limited by the liquidity of the counterparty or the applicable laws governing the bankruptcy proceedings. In the event of such default, we could incur significant losses, which could have a material adverse effect on our business, results of operations, or financial condition.
  83. 수정The trading price of our common stock has been and may continue to be volatile.
    Our common stock has experienced substantial price volatility in the past and may continue to do so in the future. Additionally, we, the technology industry, and the stock market as a whole have on occasion experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to the specific operating performance of individual companies. The trading price of our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition and operating results, changes in financial forecasts or estimates by us or us, other participants in our markets, including our customers and competitors, changes in financial or other market estimates and ratings by securities and other analysts, margin trading, trading by memory-focused exchange-traded funds, short sales, prediction markets, hedging and derivative transactions involving our common stock, changes in our capital structure, including issuance of additional debt or equity to the public, interest rate changes, regulatory changes, news regarding our products or products of our competitors, market perception regarding certain technologies, and broad market and industry fluctuations. These fluctuations may not be related to our specific financial or operating performance or our expectations regarding our financial or operating performance. In addition, stock price fluctuations could impact the value of our equity compensation, which could affect our ability to recruit and retain employees.
  84. 수정The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will purchase all of the shares under our share repurchase authorization, or that it will enhance long-term shareholder value. Share repurchases could also increase the volatility of the trading price of our stock and would diminish our cash reserves.
    The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will purchase all of the shares under our share repurchase authorization, or that it will enhance long-term shareholder value. Share repurchases could also increase the volatility of the trading price of our stock and will would diminish our cash reserves.
  85. 수정The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will purchase all of the shares under our share repurchase authorization, or that it will enhance long-term shareholder value. Share repurchases could also increase the volatility of the trading price of our stock and would diminish our cash reserves.
    Although our Board of Directors has authorized share repurchases of up to $10 billion of our outstanding common stock, of which approximately $2.16 billion remains, the authorization does not obligate us to repurchase any common stock. The amount, frequency, and execution of our share repurchases pursuant to our share repurchase authorization may fluctuate based on our operating results, cash flows, restrictions applicable under our CHIPS Act direct funding agreements, and priorities for the use of cash for other purposes. On October 8, 2026, our Board of Directors authorized an increase in the maximum amount of discretionary repurchases of our outstanding common stock to be made from December 9, 2026 to $35.16 billion. See Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20. 12. Equity, as well as Note 15. Government Incentives. Since repurchases under the authorization began in 2019, our expenditures for share repurchases in any one year have ranged from no repurchases to a high of $2.66 billion of repurchases. Cash uses that could impact our repurchases include, but are not limited to, operational spending, capital spending, acquisitions, and repayment of debt. Other factors, including changes in tax laws, could also impact our share repurchases.
  86. 문장 삭제Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.
    We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future. In the past five years, annual percentage changes in DRAM average selling prices have ranged from plus low 40% to a minus high 40% range. In periods of significant declines in average selling prices for our products, we have experienced adverse effects on our business and results of operations.
  87. 문장 삭제Our gross margins may be adversely affected by a range of factors.
    In addition to the impact of our average selling prices, our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs achieved through improvements in our manufacturing processes and product designs.
  88. 문장 삭제Our gross margins may be adversely affected by a range of factors.
    Although AI is a relatively new demand driver for our products, it is evolving rapidly, and the expected timing and amount of investments related to AI can change significantly. As a result, it may be difficult to accurately forecast such demand and we may incur costs in anticipation of demand that ultimately does not materialize.
  89. 문장 삭제Our future success depends on our ability to develop and produce new and competitive memory and storage technologies and products.
    Our product demand may also be impacted significantly by the strategic actions of our customers.
  90. 문장 삭제We may not be able to achieve expected returns from capacity expansions.
    We have commenced expansion of our production capacity in the United States and in other regions where we operate.
  91. 문장 삭제A significant portion of our revenue is concentrated with certain customers and end markets.
    Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 28.
  92. 문장 삭제Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.
    The emergence and maturation of AI capabilities may also lead to new and/or more sophisticated methods of attack.
  93. 문장 삭제Tax-related matters could have a material adverse effect on 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. On November 27, 2024, Singapore enacted legislation to implement Pillar Two, which will apply to us starting in 2026. While we are still evaluating the impacts of these legislative changes, we expect our tax rate to be in the mid to high-teens percentage range, starting in 2026.
  94. 문장 삭제We and others are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product considerations, which may have a material adverse effect on our business, results of operations, or financial condition.
    This includes increasing regulations on a class of chemicals known as per- and polyfluoroalkyl substances (PFAS).
  95. 문장 삭제We may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund our operations, make scheduled debt payments, pay our dividend, and make adequate capital investments.
    As a result of our debt levels, expected debt amortization, prevailing interest rates, general capital market, changes in government borrowing or spending, and other economic conditions, it may be difficult for us to obtain financing on terms acceptable to us or at all.