In this chapter, reviews the basics and modeling of spin-transfer torque magnetic RAM (STT-MRAM) for circuit-level failure analysis. A methodology for analyzing failures in STT-MRAM bit-cells is also presented. The optimization of STT-MRAM bit-cells using the presented framework is then discussed, along with several circuit and array architecture-level failure mitigation techniques. We will show that despite the relatively high write energy in STT-MRAM, large capacity last level caches based on STT-MRAM can be more energy efficient than their SRAM counterparts due to the unique characteristics of STT-MRAM.The cache capacity of high-performance microprocessors is increasing as transistor technology is scaled down. Since the leakage power also increases exponentially with the scaling down of transistor technology, the power dissipation of on-chip caches is an increasingly dominant component of power dissipation in highperformance microprocessors. Non-volatile memories have been proposed as a solution for mitigating the increasing power dissipation in high-performance onchip caches. Among the currently available non-volatile memory technologies, only spin-transfer torque magnetic random access memory (STT-MRAM) has the desired characteristics for high-performance on-chip cache applications [1]. In this chapter, we discuss the design optimization and modeling of STT-MRAMs, and its potential application in high-performance on-chip caches.