Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2025 Financial Results
Q4FY25 Highlights:
-
Revenue of
$2.61 billion , up 30% year over year -
GAAP diluted EPS of
$0.67 and non-GAAP diluted EPS of$1.66 -
Cash flow from operations of
$746 million ; free cash flow of$675 million -
Fiscal year 2025 revenue of
$9.52 billion , up 51% year over year - Q1FY26 revenue expected to be up 22% year over year at mid-point
“Western Digital executed well in its fiscal fourth quarter, achieving revenue and gross margin above the high end of our guidance range while delivering strong free cash flow. In addition, during the quarter, we reduced debt by
Q4FY25 Financial Highlights
($ in millions) |
|
|
|
|
|
|
|
|
GAAP |
||||
|
|
Q4FY25 |
Q3FY25 |
Q4FY24 |
|
Y/Y |
Revenue |
|
|
|
|
+14% |
+30% |
Gross Margin |
|
41.0% |
39.8% |
34.8% |
+120 bps |
+620 bps |
Operating Expenses |
|
|
|
|
+155% |
-51% |
Operating Income (Loss) |
|
|
|
|
-11% |
N/A |
|
|
|
|
|
|
|
|
|
Non-GAAP |
||||
|
|
Q4FY25 |
Q3FY25 |
Q4FY24 |
|
Y/Y |
Revenue |
|
|
|
|
+14% |
+30% |
Gross Margin |
|
41.3% |
40.1% |
35.2% |
+120 bps |
+610 bps |
Operating Expenses |
|
|
|
|
+6% |
-16% |
Operating Income |
|
|
|
|
+23% |
+147% |
Fiscal Year 2025 Financial Highlights
($ in millions) |
|
GAAP |
|
Non-GAAP |
||||
|
|
FY25 |
FY24 |
Y/Y |
|
FY25 |
FY24 |
Y/Y |
Revenue |
|
|
|
+51% |
|
|
|
+51% |
Gross Margin |
|
38.8% |
28.1% |
+1070 bps |
|
39.4% |
28.7% |
+1070 bps |
Operating Expenses |
|
|
|
-38% |
|
|
|
-3% |
Operating Income (Loss) |
|
|
|
N/A |
|
|
|
+578% |
Business Outlook for Fiscal First Quarter of 2026
“We continue to see strong momentum in our business driven by Cloud, our largest addressable market. For our fiscal first quarter of 2026, at the mid-point of the ranges provided in the table below, we expect revenues of
|
Non-GAAP(1) |
Revenue |
|
Gross margin |
41% - 42% |
Operating expenses |
|
Interest and other expense, net |
~ |
Tax rate |
16% - 19% |
Diluted earnings per share |
|
Diluted shares |
~ 363M |
(1) |
We provide earnings guidance only on a non-GAAP basis because certain information necessary to reconcile such guidance to GAAP is difficult to estimate or cannot be allocated or quantified with certainty and is dependent on future events outside of our control. Please refer to the section titled “Non-GAAP Guidance” under “Discussion Regarding the Use of Non-GAAP Financial Measures” in this press release for additional information regarding the non-GAAP measures, including quantification of known expected adjustment items. |
Dividend
Western Digital’s Board of Directors declared a cash dividend of
Western Digital’s Fiscal Fourth Quarter 2025 Conference Call
About
At
Basis of Presentation
On
The financial and operating results of Sandisk subsequent to the Separation Date are no longer consolidated into WDC’s financial and operating results, and the historical results and financial position of Sandisk for all periods prior to the Separation Date have been reflected as discontinued operations in WDC’s financial highlights, preliminary condensed consolidated balance sheets and preliminary condensed consolidated statements of operations included in this release.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding expectations for: the company’s business outlook and operational and financial performance for the first fiscal quarter of 2026 and beyond, and demand and market conditions for our products and growth opportunities. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The preliminary financial results for the company’s fourth fiscal quarter ended
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts; unaudited; on a US GAAP basis) |
|||||||||||||||
|
Three Months Ended |
|
Years Ended |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue, net |
$ |
2,605 |
|
|
$ |
2,004 |
|
|
$ |
9,520 |
|
|
$ |
6,317 |
|
Cost of revenue |
|
1,538 |
|
|
|
1,307 |
|
|
|
5,828 |
|
|
|
4,544 |
|
Gross profit |
|
1,067 |
|
|
|
697 |
|
|
|
3,692 |
|
|
|
1,773 |
|
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Research and development |
|
262 |
|
|
|
267 |
|
|
|
994 |
|
|
|
950 |
|
Selling, general and administrative |
|
124 |
|
|
|
184 |
|
|
|
568 |
|
|
|
726 |
|
Litigation matter |
|
— |
|
|
|
291 |
|
|
|
(198 |
) |
|
|
291 |
|
Business realignment charges |
|
1 |
|
|
|
46 |
|
|
|
(6 |
) |
|
|
209 |
|
Total operating expenses |
|
387 |
|
|
|
788 |
|
|
|
1,358 |
|
|
|
2,176 |
|
Operating income (loss) |
|
680 |
|
|
|
(91 |
) |
|
|
2,334 |
|
|
|
(403 |
) |
Interest and other expense, net |
|
(333 |
) |
|
|
(102 |
) |
|
|
(1,204 |
) |
|
|
(336 |
) |
Income (loss) before taxes |
|
347 |
|
|
|
(193 |
) |
|
|
1,130 |
|
|
|
(739 |
) |
Income tax expense (benefit) |
|
95 |
|
|
|
53 |
|
|
|
(513 |
) |
|
|
26 |
|
Net income (loss) from continuing operations |
|
252 |
|
|
|
(246 |
) |
|
|
1,643 |
|
|
|
(765 |
) |
Net income (loss) from discontinued operations, net of taxes |
|
30 |
|
|
|
285 |
|
|
|
246 |
|
|
|
(33 |
) |
Net income (loss) |
$ |
282 |
|
|
$ |
39 |
|
|
$ |
1,889 |
|
|
$ |
(798 |
) |
PRELIMINARY EARNINGS (LOSS) PER COMMON SHARE (in millions, except per share amounts; unaudited; on a US GAAP basis) |
|||||||||||||||
|
Three Months Ended |
|
Years Ended |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions, except per share data) |
||||||||||||||
Net income (loss) from continuing operations |
$ |
252 |
|
$ |
(246 |
) |
|
$ |
1,643 |
|
$ |
(765 |
) |
||
Less: dividends and income attributable to participating securities(1) |
|
9 |
|
|
10 |
|
|
|
45 |
|
|
54 |
|
||
Net income (loss) from continuing operations attributable to common shareholders - basic |
|
243 |
|
|
(256 |
) |
|
|
1,598 |
|
|
(819 |
) |
||
Re-allocation of participating securities considered potentially dilutive securities |
|
— |
|
|
— |
|
|
|
1 |
|
|
— |
|
||
Net income (loss) from continuing operations attributable to common shareholders - diluted |
|
243 |
|
|
(256 |
) |
|
|
1,599 |
|
|
(819 |
) |
||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares: |
|
|
|
|
|
|
|
||||||||
Basic |
|
348 |
|
|
333 |
|
|
|
347 |
|
|
326 |
|
||
Diluted |
|
362 |
|
|
333 |
|
|
|
359 |
|
|
326 |
|
||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations per common share: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
0.70 |
|
$ |
(0.77 |
) |
|
$ |
4.61 |
|
$ |
(2.51 |
) |
||
Diluted |
$ |
0.67 |
|
$ |
(0.77 |
) |
|
$ |
4.45 |
|
$ |
(2.51 |
) |
_______________ | |
(1) |
Preferred stock represents participating securities because the preferred stock participates in any dividends on shares of common stock on a pari passu, pro rata basis. Preferred stock does not participate in undistributed net losses. |
PRELIMINARY RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (in millions; unaudited) |
|||||||||||||||||||
|
Three Months Ended |
|
Years Ended |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP gross profit |
$ |
1,067 |
|
|
$ |
912 |
|
|
$ |
697 |
|
|
$ |
3,692 |
|
|
$ |
1,773 |
|
Stock-based compensation expense |
|
8 |
|
|
|
7 |
|
|
|
8 |
|
|
|
34 |
|
|
|
36 |
|
Litigation matter |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19 |
|
|
|
— |
|
Other |
|
2 |
|
|
|
1 |
|
|
|
1 |
|
|
|
4 |
|
|
|
2 |
|
Non-GAAP gross profit |
$ |
1,077 |
|
|
$ |
920 |
|
|
$ |
706 |
|
|
$ |
3,749 |
|
|
$ |
1,811 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP operating expenses |
$ |
387 |
|
|
$ |
152 |
|
|
$ |
788 |
|
|
$ |
1,358 |
|
|
$ |
2,176 |
|
Stock-based compensation expense |
|
(37 |
) |
|
|
(28 |
) |
|
|
(39 |
) |
|
|
(133 |
) |
|
|
(166 |
) |
Litigation matter |
|
— |
|
|
|
201 |
|
|
|
(291 |
) |
|
|
198 |
|
|
|
(291 |
) |
Business realignment charges |
|
(1 |
) |
|
|
— |
|
|
|
(46 |
) |
|
|
6 |
|
|
|
(209 |
) |
Strategic review |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(38 |
) |
Other |
|
(4 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(6 |
) |
|
|
(4 |
) |
Non-GAAP operating expenses |
$ |
345 |
|
|
$ |
324 |
|
|
$ |
410 |
|
|
$ |
1,423 |
|
|
$ |
1,468 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP operating income (loss) |
$ |
680 |
|
|
$ |
760 |
|
|
$ |
(91 |
) |
|
$ |
2,334 |
|
|
$ |
(403 |
) |
Gross profit adjustments |
|
10 |
|
|
|
8 |
|
|
|
9 |
|
|
|
57 |
|
|
|
38 |
|
Operating expense adjustments |
|
42 |
|
|
|
(172 |
) |
|
|
378 |
|
|
|
(65 |
) |
|
|
708 |
|
Non-GAAP operating income |
$ |
732 |
|
|
$ |
596 |
|
|
$ |
296 |
|
|
$ |
2,326 |
|
|
$ |
343 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP interest and other expense, net |
$ |
(333 |
) |
|
$ |
(686 |
) |
|
$ |
(102 |
) |
|
$ |
(1,204 |
) |
|
$ |
(336 |
) |
Loss on retained interest in Sandisk |
|
166 |
|
|
|
606 |
|
|
|
— |
|
|
|
772 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
100 |
|
|
|
— |
|
|
|
— |
|
|
|
100 |
|
|
|
— |
|
Litigation matter |
|
— |
|
|
|
(6 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other |
|
15 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
18 |
|
|
|
(59 |
) |
Non-GAAP interest and other expense, net |
$ |
(52 |
) |
|
$ |
(84 |
) |
|
$ |
(103 |
) |
|
$ |
(314 |
) |
|
$ |
(395 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP income tax expense (benefit) |
$ |
95 |
|
|
$ |
(698 |
) |
|
|
N/A |
|
|
$ |
(513 |
) |
|
|
N/A |
|
Income tax adjustments |
|
(32 |
) |
|
|
710 |
|
|
|
|
|
709 |
|
|
|
||||
Non-GAAP income tax expense |
$ |
63 |
|
|
$ |
12 |
|
|
|
|
$ |
196 |
|
|
|
||||
PRELIMINARY RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (in millions, except per share amounts; unaudited) |
|||||||||||||||||||
|
Three Months Ended |
|
Years Ended |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net income from continuing operations |
$ |
252 |
|
|
$ |
772 |
|
|
|
N/A |
|
|
$ |
1,643 |
|
|
|
N/A |
|
Gross profit adjustments |
|
10 |
|
|
|
8 |
|
|
|
|
|
57 |
|
|
|
||||
Operating expense adjustments |
|
42 |
|
|
|
(172 |
) |
|
|
|
|
(65 |
) |
|
|
||||
Interest and other expense adjustments |
|
281 |
|
|
|
602 |
|
|
|
|
|
890 |
|
|
|
||||
Income tax adjustments |
|
32 |
|
|
|
(710 |
) |
|
|
|
|
(709 |
) |
|
|
||||
Non-GAAP net income from continuing operations |
|
617 |
|
|
|
500 |
|
|
|
|
|
1,816 |
|
|
|
||||
Less: amount allocated to preferred shareholders |
|
17 |
|
|
|
13 |
|
|
|
|
|
47 |
|
|
|
||||
Non-GAAP net income from continuing operations attributable to common shareholders |
$ |
600 |
|
|
$ |
487 |
|
|
|
|
$ |
1,769 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income per common share: |
|
|
|
|
|
|
|
|
|
||||||||||
GAAP(1) |
$ |
0.67 |
|
|
$ |
2.11 |
|
|
|
|
$ |
4.45 |
|
|
|
||||
Non-GAAP |
$ |
1.66 |
|
|
$ |
1.36 |
|
|
|
|
$ |
4.93 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted weighted average shares |
|
362 |
|
|
|
358 |
|
|
|
|
|
359 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows |
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in) operating activities |
$ |
746 |
|
|
$ |
508 |
|
|
$ |
366 |
|
|
$ |
1,691 |
|
|
$ |
(294 |
) |
Purchases of property, plant and equipment, net |
|
(71 |
) |
|
|
(128 |
) |
|
|
(116 |
) |
|
|
(407 |
) |
|
|
(292 |
) |
Activity related to |
|
— |
|
|
|
56 |
|
|
|
32 |
|
|
|
148 |
|
|
|
239 |
|
Free cash flow(2) |
$ |
675 |
|
|
$ |
436 |
|
|
$ |
282 |
|
|
$ |
1,432 |
|
|
$ |
(347 |
) |
______________ | |
(1) |
To calculate GAAP diluted net income from continuing operations per common share for the three months ended |
(2) |
Cash flows are presented on a consolidated basis and include the results of Sandisk through the |
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS (in millions; unaudited; on a US GAAP basis) |
|||||
|
|
|
|
||
|
|
|
|
||
ASSETS |
|||||
Current assets: |
|
|
|
||
Cash and cash equivalents |
$ |
2,114 |
|
$ |
1,551 |
Accounts receivable, net |
|
1,486 |
|
|
1,231 |
Inventories |
|
1,291 |
|
|
1,387 |
Retained interest in Sandisk |
|
354 |
|
|
— |
Other current assets |
|
611 |
|
|
360 |
Current assets of discontinued operations |
|
— |
|
|
3,531 |
Total current assets |
|
5,856 |
|
|
8,060 |
Property, plant and equipment, net |
|
2,343 |
|
|
2,359 |
|
|
4,319 |
|
|
4,319 |
Other non-current assets |
|
1,484 |
|
|
837 |
Non-current assets of discontinued operations |
|
— |
|
|
8,613 |
Total assets |
$ |
14,002 |
|
$ |
24,188 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY |
|||||
Current liabilities: |
|
|
|
||
Accounts payable |
$ |
1,266 |
|
$ |
1,054 |
Accrued expenses |
|
719 |
|
|
1,053 |
Income taxes payable |
|
800 |
|
|
471 |
Accrued compensation |
|
407 |
|
|
435 |
Current portion of long-term debt |
|
2,226 |
|
|
1,750 |
Current liabilities of discontinued operations |
|
— |
|
|
1,324 |
Total current liabilities |
|
5,418 |
|
|
6,087 |
Long-term debt |
|
2,485 |
|
|
5,684 |
Other liabilities |
|
559 |
|
|
1,002 |
Non-current liabilities of discontinued operations |
|
— |
|
|
368 |
Total liabilities |
|
8,462 |
|
|
13,141 |
Convertible preferred stock, aggregate liquidation preference of |
|
229 |
|
|
229 |
Total shareholders’ equity |
|
5,311 |
|
|
10,818 |
Total liabilities, convertible preferred stock and shareholders’ equity |
$ |
14,002 |
|
$ |
24,188 |
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions; unaudited; on a US GAAP basis) |
|||||||||||||||
|
Three Months Ended |
|
Years Ended |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
||||||||
Net income (loss) |
$ |
282 |
|
|
$ |
39 |
|
|
$ |
1,889 |
|
|
$ |
(798 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: |
|
|
|
|
|
|
|
||||||||
Depreciation and amortization |
|
86 |
|
|
|
138 |
|
|
|
451 |
|
|
|
568 |
|
Stock-based compensation |
|
45 |
|
|
|
69 |
|
|
|
265 |
|
|
|
295 |
|
Deferred income taxes |
|
(63 |
) |
|
|
(41 |
) |
|
|
(745 |
) |
|
|
(161 |
) |
Gain on disposal of assets |
|
1 |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(87 |
) |
Gain on business divestiture |
|
— |
|
|
|
— |
|
|
|
(113 |
) |
|
|
— |
|
Non-cash asset impairment |
|
2 |
|
|
|
59 |
|
|
|
2 |
|
|
|
158 |
|
Amortization of debt issuance costs and discounts |
|
2 |
|
|
|
5 |
|
|
|
23 |
|
|
|
19 |
|
Loss on retained interest in Sandisk |
|
166 |
|
|
|
— |
|
|
|
772 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
100 |
|
|
|
— |
|
|
|
100 |
|
|
|
— |
|
Other non-cash operating activities, net |
|
5 |
|
|
|
(1 |
) |
|
|
80 |
|
|
|
19 |
|
Changes in: |
|
|
|
|
|
|
|
||||||||
Accounts receivable, net |
|
(17 |
) |
|
|
(366 |
) |
|
|
79 |
|
|
|
(568 |
) |
Inventories |
|
20 |
|
|
|
(127 |
) |
|
|
(409 |
) |
|
|
356 |
|
Accounts payable |
|
(34 |
) |
|
|
33 |
|
|
|
307 |
|
|
|
244 |
|
Accounts payable to related parties |
|
— |
|
|
|
3 |
|
|
|
(39 |
) |
|
|
21 |
|
Accrued expenses |
|
(50 |
) |
|
|
507 |
|
|
|
(366 |
) |
|
|
197 |
|
Income taxes payable |
|
428 |
|
|
|
50 |
|
|
|
348 |
|
|
|
(474 |
) |
Accrued compensation |
|
85 |
|
|
|
162 |
|
|
|
(46 |
) |
|
|
259 |
|
Other assets and liabilities, net |
|
(312 |
) |
|
|
(164 |
) |
|
|
(905 |
) |
|
|
(342 |
) |
Net cash provided by (used in) operating activities |
|
746 |
|
|
|
366 |
|
|
|
1,691 |
|
|
|
(294 |
) |
Cash flows from investing activities |
|
|
|
|
|
|
|
||||||||
Purchases of property, plant and equipment, net |
|
(71 |
) |
|
|
(116 |
) |
|
|
(407 |
) |
|
|
(292 |
) |
Net proceeds from business divestiture |
|
— |
|
|
|
— |
|
|
|
401 |
|
|
|
— |
|
Activity related to |
|
— |
|
|
|
32 |
|
|
|
148 |
|
|
|
239 |
|
Strategic investments and other, net |
|
1 |
|
|
|
26 |
|
|
|
8 |
|
|
|
26 |
|
Net cash provided by (used in) investing activities |
|
(70 |
) |
|
|
(58 |
) |
|
|
150 |
|
|
|
(27 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
||||||||
Employee stock plans, net |
|
(13 |
) |
|
|
18 |
|
|
|
(36 |
) |
|
|
(8 |
) |
Repurchases of common stock |
|
(149 |
) |
|
|
— |
|
|
|
(149 |
) |
|
|
— |
|
Dividends paid to shareholders |
|
(44 |
) |
|
|
— |
|
|
|
(44 |
) |
|
|
— |
|
Convertible preferred stock issuance costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
Purchase of capped calls |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(155 |
) |
Repurchases of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(505 |
) |
Proceeds from (repayments of) debt, net |
|
(1,837 |
) |
|
|
(337 |
) |
|
|
56 |
|
|
|
896 |
|
Debt issuance costs |
|
1 |
|
|
|
— |
|
|
|
(73 |
) |
|
|
(36 |
) |
Cash transferred to Sandisk related to Separation |
|
— |
|
|
|
— |
|
|
|
(1,366 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
(2,042 |
) |
|
|
(319 |
) |
|
|
(1,612 |
) |
|
|
187 |
|
Effect of exchange rate changes on cash |
|
3 |
|
|
|
(4 |
) |
|
|
6 |
|
|
|
(10 |
) |
Net increase (decrease) in cash and cash equivalents |
|
(1,363 |
) |
|
|
(15 |
) |
|
|
235 |
|
|
|
(144 |
) |
Cash and cash equivalents, beginning of period |
|
3,477 |
|
|
|
1,894 |
|
|
|
1,879 |
|
|
|
2,023 |
|
Cash and cash equivalents, end of period |
$ |
2,114 |
|
|
$ |
1,879 |
|
|
$ |
2,114 |
|
|
$ |
1,879 |
|
Discussion Regarding the Use of Non-GAAP Financial Measures
To supplement the condensed consolidated financial statements presented in accordance with
As described above, the company excludes the following items from its non-GAAP measures:
Stock-based compensation expense. Because of the variety of equity awards used by companies, the varying methodologies for determining stock-based compensation expense, the subjective assumptions involved in those determinations, and the volatility in valuations that can be driven by market conditions outside the company’s control, the company believes excluding stock-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of its business over time and compare it against the company’s peers, a majority of whom also exclude stock-based compensation expense from their non-GAAP results.
Litigation matter. The company had recognized expenses related to a previous judgment in a patent litigation matter, which consisted of an award of damages, prejudgment interest, and estimated plaintiff legal costs. The company had also recognized post-judgment interest in interest and other expense, net as well as expenses in its cost of revenue related to the amortization of patent licenses that the company has capitalized related to this litigation matter. The company has since entered into a settlement agreement with the plaintiff, which resulted in the reversal of a portion of these charges for the three and nine months ended
Business realignment charges. From time to time, in order to realign the company’s operations with anticipated market demand or to achieve cost synergies from the integration of acquisitions, the company may terminate employees or restructure its operations. From time to time, the company may also incur charges from the impairment of intangible assets and other long-lived assets. In addition, the company may record credits related to gains upon sale of property due to restructuring or reversals of charges recorded in prior periods. These charges or credits are inconsistent in amount and frequency, and the company believes they are not indicative of the underlying performance of its business.
Strategic review. The company incurred expenses associated with its review of strategic alternatives that resulted in the separation of its HDD and Flash business units to create two independent, public companies. The company believes these charges do not reflect the company’s operating results and they are not indicative of the underlying performance of its business.
Loss on retained interest in Sandisk. The company retained a 19.9% ownership interest in Sandisk at the time of the separation and has recognized losses on the mark-to-market adjustment of such interest. The company believes these charges do not reflect the company’s operating results and are not indicative of the underlying performance of its business.
Loss on extinguishment of debt. In connection with the company’s liquidation of a portion of its retained interest in Sandisk following the separation, the company recognized a loss in the exchange of that portion of the Sandisk shares to settle a portion of the company’s outstanding debt. The company believes this loss does not reflect the company’s operating results and is not indicative of the underlying performance of its business.
Other adjustments. From time to time, the company sells or impairs investments or other assets that are not considered necessary to its business operations, or incurs other charges or gains that the company believes are not a part of the ongoing operation of its business. The resulting expense or benefit is inconsistent in amount and frequency.
Income tax adjustments. Income tax adjustments include the difference between income taxes based on a forecasted annual non-GAAP tax rate and a forecasted annual GAAP tax rate as a result of the timing of certain non-GAAP pre-tax adjustments. The income tax adjustments also include adjustments for one-time deferred tax benefits related to an internal reorganization executed in conjunction with the separation of the Flash business, and the re-measurement of certain unrecognized tax benefits, primarily related to tax positions taken in prior quarters, including interest. These adjustments are excluded because the company believes that they are not indicative of the underlying performance of its ongoing business. For periods prior to fiscal 2025, estimation of a non-GAAP tax measure, and consequentially, a non-GAAP net income measure is not readily available.
Additionally, free cash flow is defined as cash flows provided by (used in) operating activities less purchases of property, plant and equipment, net, and the pre-separation activity related to
Non-GAAP Guidance
This press release contains forward-looking estimates of non-GAAP gross margin, non-GAAP operating expenses, non-GAAP tax rate, non-GAAP diluted earnings per share, and non-GAAP diluted shares for the fiscal first quarter of 2026 (“Q1FY26”). We provide these non-GAAP measures to investors on a prospective basis because certain information necessary to reconcile such guidance to GAAP is difficult to predict and estimate or cannot be allocated or quantified with certainty and is often dependent on future events that may be uncertain or outside of our control. Accordingly, reconciliations of non-GAAP gross margin, non-GAAP operating expenses, non-GAAP tax rate, non-GAAP diluted earnings per share, and non-GAAP diluted shares to the most directly comparable GAAP financial measures (gross margin, operating expenses, tax rate, diluted earnings per share, and diluted shares, respectively) are not available without unreasonable effort.
The known adjustments to our non-GAAP guidance for Q1FY26 and details on how our non-GAAP tax rate guidance is determined are provided below:
-
Non-GAAP gross margin guidance excludes stock-based compensation expense, totaling approximately
$10 million to$15 million . -
Non-GAAP operating expenses guidance excludes stock-based compensation and other expenses, totaling approximately
$40 million to$50 million . -
Non-GAAP diluted earnings per share guidance excludes the items described above, totaling
$50 million to$65 million . -
Non-GAAP diluted earnings per share guidance is calculated based on non-GAAP diluted shares, which includes the benefit of 8 million shares expected to be provided by existing capped call transactions entered into in connection with our convertible senior notes due 2028 to offset the dilutive impact of the convertible notes, up to their capped limit. This results in a benefit in non-GAAP diluted earnings per share guidance of
$0.04 per share compared to using diluted shares based on GAAP. - Non-GAAP tax rate guidance is determined based on a percentage of non-GAAP pre-tax income or loss. Our estimated non-GAAP tax rate may differ from our GAAP tax rate (i) due to differences in the tax treatment of items excluded from our non-GAAP net income or loss; (ii) due to the fact that our GAAP income tax expense or benefit recorded in any interim period is based on an estimated forecasted GAAP tax rate for the full year, excluding loss jurisdictions; and (iii) because our GAAP income taxes recorded in any interim period are dependent on the timing and determination of certain GAAP operating expenses.
In addition to the adjustments to our forward-looking non-GAAP financial measures described above, reconciliations to comparable forward-looking GAAP financial measures may include additional adjustments that are not available without unreasonable effort. These additional adjustments may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to business realignment charges, unanticipated litigation matters, mark-to-market gains or losses on our retained shares of Sandisk, and other unanticipated gains, losses, and impairments, and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250730166961/en/
Investor Contact:
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