MICRON TECHNOLOGY INC
For the period ended Aug 28, 2025. Filed Oct 3, 2025.
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FY2025 · Filed Oct 3, 2025
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Report of Independent Registered Public Accounting Firm (PCAOB ID
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Micron Technology, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Micron Technology, Inc. and its subsidiaries (the “Company”) as of August 28, 2025 and August 29, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended August 28, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 28, 2025 appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of August 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 28, 2025 and August 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 28, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
99 | 2025 10-K
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for the U.S. CHIPS Act Funding Agreements
As described in Notes 1 and 20 to the consolidated financial statements, the Company has entered into direct funding agreements with the U.S. Department of Commerce for up to $6.4 billion in direct funding pursuant to the U.S. CHIPS Act for the Company’s U.S. manufacturing expansion and modernization projects in Idaho, New York, and Virginia. Funding will be based on the achievement of construction, tool installation, and wafer production milestones. The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the U.S. CHIPS Act. In addition, the agreements include certain events of default and related rights and remedies, including clawbacks related to the failure to complete a project by an agreed upon completion date, violation of U.S. CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project. Government incentives are recognized in the financial statements based on the underlying principal criteria for earning the incentives when there is reasonable assurance that the conditions of the government incentives are met and the incentive will be received. Incentives related to the acquisition or construction of property, plant and equipment are recognized as a reduction in the carrying amounts of the related assets and as a reduction of subsequent depreciation expense over the useful lives of the assets. For each project, the Company estimates the total expected project costs and recognizes a proportionate benefit as qualified project costs are incurred. As the estimated total expected qualified project cost changes, the Company adjusts the estimate of the recognized proportionate benefit.
The principal considerations for our determination that performing procedures relating to accounting for the U.S. CHIPS Act funding agreements is a critical audit matter are (i) the significant judgment by management in assessing the accounting for the funding agreements, including the recognition of the proportionate benefit and the impacts of potential outcomes associated with compliance with covenants related to events of default and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of the accounting for the funding agreements, including the assessment of the proportionate benefit and the compliance with covenants.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of the accounting for the U.S. CHIPS Act funding agreements, including controls over the recognition of the proportionate benefit and compliance with covenants related to events of default and the related disclosures. These procedures also included, among others (i) evaluating the completeness and accuracy of management’s identification of key terms and conditions by obtaining and inspecting the U.S. CHIPS Act funding agreements; (ii) evaluating whether the principal criteria, including milestone attainment and capital expenditures, for recognizing government incentives are probable, that the terms of the incentives are met, and that the incentives will be received; (iii) evaluating the reasonableness of management’s estimate of the total expected project costs and recognition of a proportionate benefit; (iv) tracing cash payments received from the U.S. Department of Commerce to supporting documentation, such as bank statements; and (v) evaluating the sufficiency of the Company’s disclosures related to the U.S. CHIPS Act funding agreements.
/s/PricewaterhouseCoopers LLP
San Jose, California
October 3, 2025
We have served as the Company’s auditor since 1984.
101 | 2025 10-K
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