Western Digital Corp.: Q2 FY2026 earnings call

What management said about Q2 FY2026, from the documents filed with the SEC on 29 January 2026: press release. Guidance figures: 10 new, 1 kept. The quarter’s numbers.

Key takeaways

Revenue rose 25% year over year: Revenue was $3.02 billion, up 25% from $2.41 billion a year earlier and up 7% from $2.82 billion in the prior quarter. Source
Gross margin rose on high-capacity drives: Management linked higher gross margin to adoption of its high-capacity drives, with GAAP and non-GAAP gross margin both above the prior quarter. Source
Non-GAAP diluted EPS was $2.13: Non-GAAP diluted EPS was $2.13, against $1.78 in the prior quarter and $1.20 a year earlier, on 378 million non-GAAP diluted shares. Source
Free cash flow reached $653 million: Free cash flow was $653 million, up from $599 million in the prior quarter, after $745 million of operating cash flow and $92 million of PP&E purchases. Source
Q3 revenue guided to $3.2 billion: Revenue is expected at $3.2 billion at the mid-point, within a $100 million range, and up about 40% year over year at the mid-point. Source
Q3 non-GAAP EPS guided to $2.30: Non-GAAP diluted EPS is expected at $2.30 at the mid-point, within a $0.15 range, on about 385 million diluted shares. Source

“In our fiscal second quarter, we delivered strong revenue growth and gross margin expansion.”
Irving Tan, CEO of Western Digital

Guidance

Area	Period	Figure	Against last quarter
Revenue Source	Q3FY26	$3.2B +/- $100M	New
Revenue growth Source	Q3FY26	approximately 40% year over year at mid-point	New
Non-GAAP gross margin Source	Q3FY26	47% - 48%	New
Non-GAAP operating expenses Source	Q3FY26	$380M - $390M	New
Interest and other expense, net Source	Q3FY26	~ $50M	New
Non-GAAP tax rate Source	Q3FY26	~ 16%	New
Non-GAAP diluted EPS Source	Q3FY26	$2.30 +/- $0.15	New
Diluted weighted average shares Source	Q3FY26	~ 385M	New
Capped call share benefit Source	Q3FY26	2 million shares	New
Excluded items from non-GAAP guidance Source	Q3FY26	gross margin about $10M; operating expenses $40M - $50M; EPS $50M - $60M	New
Quarterly cash dividend Source	Payable March 18, 2026	$0.125 per share	Kept

What changed from last quarter

New guidance: Fiscal third quarter guidance given for revenue, non-GAAP gross margin and non-GAAP EPS; the prior release gave guidance for the fiscal second quarter. Source
New: Retained interest in Sandisk rose to $2,068 million, from $965 million at the prior quarter end. Source

Results and growth drivers

Revenue rose 25% year over year: Revenue was $3.02 billion, up 25% from $2.41 billion a year earlier and up 7% from $2.82 billion in the prior quarter. Source
Gross margin rose on high-capacity drives: Management linked higher gross margin to adoption of its high-capacity drives, with GAAP and non-GAAP gross margin both above the prior quarter. Source
Operating income rose 62%: GAAP operating income was $908 million, a 30.1% margin; non-GAAP operating income was $1,019 million, a 33.8% margin. Source
Data center demand cited as driver: Management said demand in the AI-driven data economy and customer confidence in reliable, high-capacity HDDs at scale supported the quarter. Source

Earnings per share and net income

Non-GAAP diluted EPS was $2.13: Non-GAAP diluted EPS was $2.13, against $1.78 in the prior quarter and $1.20 a year earlier, on 378 million non-GAAP diluted shares. Source
Sandisk gain lifted GAAP results: GAAP diluted EPS was $4.73, which includes a $1,103 million gain on the retained Sandisk interest that management excludes from non-GAAP results. Source
Capped call benefit in share count: For the fiscal third quarter, the non-GAAP diluted share count includes a 2 million share benefit from capped call transactions tied to the 2028 convertible notes. Source

“we returned over 100% of our free cash flow to shareholders in the form of share repurchases and dividend payments.”
Irving Tan, CEO of Western Digital

Costs and operating expenses

Non-GAAP operating expenses declined: Non-GAAP operating expenses were $372 million, down from $381 million in the prior quarter and up from $335 million a year earlier. Source
Realignment charges rose sharply: GAAP operating expenses were $472 million, including $55 million of business realignment charges, against $3 million in the prior quarter. Source
Research spending slightly lower: Research and development expense was $289 million, against $294 million in the prior quarter and $225 million a year earlier. Source

Cash flow and balance sheet

Free cash flow reached $653 million: Free cash flow was $653 million, up from $599 million in the prior quarter, after $745 million of operating cash flow and $92 million of PP&E purchases. Source
Operating cash flow rose year over year: Net cash from operating activities was $745 million, against $403 million a year earlier; the six-month total was $1,417 million. Source
Cash and debt levels at quarter end: Cash and cash equivalents were $1,975 million at quarter end, against $2,114 million at fiscal year end; current debt was $2,226 million. Source

“We expect strong revenue growth and improved profitability driven by continued data center demand and by the adoption of our high-capacity drives.”
Kris Sennesael, CFO of Western Digital

Capital returns to shareholders

Share repurchases of $615 million: Repurchases of common stock were $615 million in the quarter and $1,168 million for the six months, with dividends paid of $48 million in the quarter. Source
Quarterly dividend held at $0.125: Board declared a cash dividend of $0.125 per share, the same amount as the prior quarter. Source
Basic share count declined: Basic weighted average shares were 341 million, down from 345 million in the prior quarter; GAAP diluted shares were 381 million. Source

Fiscal third quarter guidance

Q3 revenue guided to $3.2 billion: Revenue is expected at $3.2 billion at the mid-point, within a $100 million range, and up about 40% year over year at the mid-point. Source
Q3 non-GAAP EPS guided to $2.30: Non-GAAP diluted EPS is expected at $2.30 at the mid-point, within a $0.15 range, on about 385 million diluted shares. Source
Q3 margin and cost ranges: Non-GAAP gross margin is guided at 47% to 48% and non-GAAP operating expenses at $380 million to $390 million, with a tax rate of about 16%. Source

Sandisk separation and retained stake

Flash business separated in 2025: The Flash business was separated into Sandisk on February 21, 2025; Sandisk results after that date are no longer consolidated into the company. Source
Retained stake marked to market: The company kept an ownership interest in Sandisk at separation and records mark-to-market gains on it, which management excludes from non-GAAP results. Source
Prior periods on continuing basis: Periods before the separation date are presented on a continuing operations basis, with Sandisk results shown as discontinued operations. Source

Coming up, as management said on 29 January 2026

Dividend payment on March 18: The quarterly dividend of $0.125 per share is scheduled for payment on March 18, 2026, to holders of record at the close of business on March 5, 2026. Source

Figures management reported

Figure	Reported
Gross margin Source	GAAP 45.7%; non-GAAP 46.1%

Risks management discussed

Financial: Non-GAAP guidance may differ from GAAP results due to unanticipated tax changes, realignment charges, litigation and mark-to-market gains or losses on the retained Sandisk shares. Source

Other quarters

Summarised with AI from the documents the company filed with the SEC. Every point is checked against the filing before it is shown: management’s own words word for word, figures against the line or table row they come from. A point that fails the check is left out. Source opens the filing at that line.

As filed with the SEC

Open the filing on EDGAR

Western Digital Reports Fiscal Second Quarter 2026 Financial Results

Q2FY26 Highlights:

Revenue of $3.02 billion, up 25% year over year
GAAP gross margin of 45.7%; non-GAAP gross margin of 46.1%
GAAP diluted EPS of $4.73; non-GAAP diluted EPS of $2.13
Cash flow from operations of $745 million; free cash flow of $653 million
Q3FY26 revenue expected to be up approximately 40% year over year at mid-point

SAN JOSE, Calif. - January 29, 2026 - Western Digital Corporation (Nasdaq: WDC) today reported fiscal second quarter 2026 financial results for the period ended January 2, 2026.

“Western Digital’s strong performance this quarter reflects our disciplined execution to meet demand in the AI-driven data economy, and the confidence our customers place in our ability to deliver reliable, high-capacity HDDs at scale,” said Irving Tan, CEO of Western Digital. “In our fiscal second quarter, we delivered strong revenue growth and gross margin expansion. During the quarter, free cash flow generation continued to be strong, and we returned over 100% of our free cash flow to shareholders in the form of share repurchases and dividend payments.”

Q2FY26 Financial Highlights

	GAAP
	Q2FY26	Q1FY26	Q2FY25	Q/Q	Y/Y
($ in millions, except per share amounts)
Revenue	$3,017	$2,818	$2,409	+7%	+25%
Gross Margin	45.7%	43.5%	37.7%	+220 bps	+800 bps
Operating Income	$908	$792	$560	+15%	+62%
Operating Margin	30.1%	28.1%	23.2%	+200 bps	+690 bps
Diluted Net Income Attributable to Common Shareholders	$1,802	$1,154	$455	+56%	+296%
Diluted Net Income Per Common Share	$4.73	$3.07	$1.27	+54%	+272%

	Non-GAAP
	Q2FY26	Q1FY26	Q2FY25	Q/Q	Y/Y
Revenue	$3,017	$2,818	$2,409	+7%	+25%
Gross Margin	46.1%	43.9%	38.4%	+220 bps	+770 bps
Operating Income	$1,019	$856	$591	+19%	+72%
Operating Margin	33.8%	30.4%	24.5%	+340 bps	+930 bps
Diluted Net Income Attributable to Common Shareholders	$807	$655	$420	+23%	+92%
Diluted Net Income Per Common Share	$2.13	$1.78	$1.20	+20%	+78%

Business Outlook for Fiscal Third Quarter of 2026

“Our business continues to strengthen. We expect strong revenue growth and improved profitability driven by continued data center demand and by the adoption of our high-capacity drives. For our fiscal third quarter of 2026, at the mid-point of the ranges provided in the table below, we expect revenues of $3.2 billion, non-GAAP gross margin of 47.5%, with non-GAAP EPS of $2.30,” said Kris Sennesael, CFO of Western Digital.

	Non-GAAP
Revenue	$3.2B +/- $100M
Gross margin	47% - 48%
Operating expenses	$380M - $390M
Interest and other expense, net	~ $50M
Tax rate	~ 16%
Diluted net income per common share	$2.30 +/- $0.15
Diluted weighted average shares	~ 385M

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 $0.125 per share of the company’s common stock, which will be paid on March 18, 2026 to stockholders of record as of the close of business on March 5, 2026.

Western Digital’s Fiscal Second Quarter 2026 Conference Call

Western Digital will host a conference call to discuss its fiscal second quarter 2026 results and business outlook for the fiscal third quarter of 2026 today at 1:30 p.m. Pacific / 4:30 p.m. Eastern. The live and archived conference call and the earnings presentation can be accessed online at investor.wdc.com.

About Western Digital

At Western Digital, our vision is to unleash the power and value of data. For decades, we have been at the forefront of storage innovation, which fuels our mission to be the market leader in data storage, delivering solutions for now and the future. We are committed to providing scalable, sustainable technology for the world’s hyperscalers, enterprises, and cloud providers, and delivering cutting-edge innovation that will drive the next generation of AI-driven data workloads. All that we do is powered by our people, who are united in a common purpose of creating solutions that move the world forward. Follow Western Digital on LinkedIn and learn more at www.westerndigital.com.

Basis of Presentation

On February 21, 2025 (the “Separation Date”), Western Digital Corporation (“WDC”) completed the previously announced separation of its Flash business unit into a separate company, Sandisk Corporation (“Sandisk”).

The financial and operating results of Sandisk subsequent to the Separation Date are no longer consolidated into WDC’s financial and operating results. For all periods prior to the Separation Date, the historical results of WDC are reflected on a continuing operations basis with the historical results of Sandisk for such periods reflected as discontinued operations in WDC’s financial highlights and condensed consolidated statements of operations included in this release.

Forward-Looking Statements

Forward-looking statements notice

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 fiscal third 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. Key risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: adverse global or regional conditions, including new or additional tariffs or trade restrictions; the company’s dependence on a limited number of qualified suppliers; volatility in demand for the company’s products; the impact of business and market conditions, including inflation, increases in interest rates and an economic recession; the outcome and impact of the company’s completed separation of its HDD and Flash businesses; the impact of competitive products and pricing; the company’s development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and the company’s strategic relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; the company’s level of debt and other financial obligations; changes to the company’s relationships with key customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; any decisions to reduce or discontinue paying cash dividends or repurchasing shares of the company’s common stock; the company’s ability to achieve its greenhouse gas emissions reduction and other sustainability goals; the impact of international conflicts; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s Annual Report on Form 10-K filed with the SEC on August 14, 2025 to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.

Western Digital, the Western Digital logo, and WD are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the US and/or other countries.

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions; unaudited)

	Three Months Ended		Six Months Ended
	January 2, 2026	December 27, 2024	January 2, 2026	December 27, 2024
Revenue, net	$3,017	$2,409	$5,835	$4,621
Cost of revenue	1,637	1,502	3,228	2,908
Gross profit	1,380	907	2,607	1,713
Operating expenses:
Research and development	289	225	583	487
Selling, general and administrative	128	132	266	336
Litigation matter	-	-	-	3
Business realignment charges	55	(10)	58	(7)
Total operating expenses	472	347	907	819
Operating income	908	560	1,700	894
Interest and other income (expense), net	1,054	(94)	1,599	(185)
Income before taxes	1,962	466	3,299	709
Income tax expense	120	-	275	90
Net income from continuing operations	1,842	466	3,024	619
Net income from discontinued operations, net of taxes	-	128	-	468
Net income	$1,842	$594	$3,024	$1,087

WESTERN DIGITAL CORPORATION

EARNINGS PER COMMON SHARE

(in millions, except per share amounts; unaudited)

	Three Months Ended		Six Months Ended
	January 2, 2026	December 27, 2024	January 2, 2026	December 27, 2024
Net income from continuing operations	$1,842	$466	$3,024	$619
Dividends and income attributable to participating securities	(44)	(11)	(74)	(17)
Basic net income from continuing operations attributable to common shareholders	1,798	455	2,950	602
Re-allocation of participating securities considered potentially dilutive	4	-	6	1
Diluted net income from continuing operations attributable to common shareholders	$1,802	$455	$2,956	$603
Weighted average shares:
Basic	341	346	343	345
Diluted	381	357	378	357
Net income from continuing operations per common share:
Basic	$5.27	$1.32	$8.60	$1.74
Diluted	$4.73	$1.27	$7.82	$1.69

Participating securities consist of preferred stock because it participates on a pro rata basis in any dividends declared on shares of common stock.

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions; unaudited)

	January 2, 2026	June 27, 2025
ASSETS
Current assets:
Cash and cash equivalents	$1,975	$2,114
Accounts receivable, net	1,685	1,486
Inventories	1,349	1,291
Retained interest in Sandisk	2,068	354
Other current assets	454	611
Total current assets	7,531	5,856
Property, plant and equipment, net	2,352	2,343
Goodwill	4,319	4,319
Other non-current assets	1,409	1,484
Total assets	$15,611	$14,002
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$1,497	$1,266
Accrued expenses	771	719
Accrued compensation	459	407
Income taxes payable	223	800
Current portion of long-term debt	2,226	2,226
Total current liabilities	5,176	5,418
Long-term debt	2,429	2,485
Other liabilities	666	559
Total liabilities	8,271	8,462
Convertible preferred stock	229	229
Total shareholders’ equity	7,111	5,311
Total liabilities, convertible preferred stock and shareholders’ equity	$15,611	$14,002

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

	Three Months Ended		Six Months Ended
	January 2, 2026	December 27, 2024	January 2, 2026	December 27, 2024
Cash flows from operating activities
Net income	$1,842	$594	$3,024	$1,087
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	92	120	180	255
Stock-based compensation	53	77	106	161
Deferred income taxes	29	(28)	84	26
Gain on business divestiture	-	(113)	-	(113)
Gain on retained interest in Sandisk	(1,103)	-	(1,714)	-
Other non-cash operating activities, net	8	41	12	62
Changes in:
Accounts receivable, net	(330)	(139)	(199)	(431)
Inventories	46	(36)	(55)	(112)
Accounts payable	(29)	26	219	242
Accounts payable to related parties	-	(93)	-	(54)
Other assets and liabilities, net	137	(46)	(240)	(686)
Net cash provided by operating activities	745	403	1,417	437
Cash flows from investing activities
Purchases of property, plant and equipment, net	(92)	(113)	(165)	(208)
Net proceeds from business divestiture	-	191	-	191
Activity related to Flash Ventures, net	-	45	-	92
Strategic investments and other, net	(24)	-	(8)	3
Net cash provided by (used in) investing activities	(116)	123	(173)	78
Cash flows from financing activities
Employee stock plans, net	(8)	36	(63)	(28)
Repurchases of common stock	(615)	-	(1,168)	-
Dividends paid to shareholders	(48)	-	(87)	-
Repayments of debt, net	(32)	(37)	(63)	(75)
Net cash used in financing activities	(703)	(1)	(1,381)	(103)
Effect of exchange rate changes on cash	1	(10)	(2)	-
Cash and cash equivalents reclassified to assets held for sale	-	71	-	-
Net increase (decrease) in cash and cash equivalents	(73)	586	(139)	412
Cash and cash equivalents, beginning of period	2,048	1,705	2,114	1,879
Cash and cash equivalents, end of period	$1,975	$2,291	$1,975	$2,291

WESTERN DIGITAL CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions, except percentages; unaudited)

	Three Months Ended			Six Months Ended
	January 2, 2026	October 3, 2025	December 27, 2024	January 2, 2026	December 27, 2024
GAAP gross profit	$1,380	$1,227	$907	$2,607	$1,713
Stock-based compensation expense	8	9	9	17	19
Litigation matter	-	-	10	-	19
Other	3	1	-	4	1
Non-GAAP gross profit	$1,391	$1,237	$926	$2,628	$1,752
GAAP gross margin	45.7%	43.5%	37.7%	44.7%	37.1%
Non-GAAP gross margin	46.1%	43.9%	38.4%	45.0%	37.9%
GAAP operating expenses	$472	$435	$347	$907	$819
Stock-based compensation expense	(45)	(44)	(21)	(89)	(68)
Litigation matter	-	-	-	-	(3)
Business realignment charges	(52)	(3)	10	(55)	7
Other	(3)	(7)	(1)	(10)	(1)
Non-GAAP operating expenses	$372	$381	$335	$753	$754
GAAP operating income	$908	$792	$560	$1,700	$894
Gross profit adjustments	11	10	19	21	39
Operating expense adjustments	100	54	12	154	65
Non-GAAP operating income	$1,019	$856	$591	$1,875	$998
GAAP operating margin	30.1%	28.1%	23.2%	29.1%	19.3%
Non-GAAP operating margin	33.8%	30.4%	24.5%	32.1%	21.6%
GAAP interest and other income (expense), net	$1,054	$545	$(94)	$1,599	$(185)
Gain on retained interest in Sandisk	(1,103)	(611)	-	(1,714)	-
Litigation matter	-	-	4	-	6
Other	4	22	-	26	1
Non-GAAP interest and other income (expense), net	$(45)	$(44)	$(90)	$(89)	$(178)
GAAP income tax expense	$120	$155	$ -	$275	$90
Income tax adjustments	27	(16)	70	11	31
Non-GAAP income tax expense	$147	$139	$70	$286	$121

WESTERN DIGITAL CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions, except per share amounts; unaudited)

	Three Months Ended			Six Months Ended
	January 2, 2026	October 3, 2025	December 27, 2024	January 2, 2026	December 27, 2024
GAAP net income from continuing operations	$1,842	$1,182	$466	$3,024	$619
Amount allocated to preferred shareholders	(40)	(28)	(11)	(68)	(16)
GAAP diluted net income from continuing operations attributable to common shareholders	$1,802	$1,154	$455	$2,956	$603
GAAP net income from continuing operations	$1,842	$1,182	$466	$3,024	$619
Gross profit adjustments	11	10	19	21	39
Operating expense adjustments	100	54	12	154	65
Interest and other expense (income) adjustments	(1,099)	(589)	4	(1,688)	7
Income tax adjustments	(27)	16	(70)	(11)	(31)
Non-GAAP net income from continuing operations	827	673	431	1,500	699
Amount allocated to preferred shareholders	(20)	(18)	(11)	(38)	(19)
Non-GAAP diluted net income from continuing operations attributable to common shareholders	$807	$655	$420	$1,462	$680
Diluted weighted average shares:
GAAP	381	376	357	378	357
Benefit of shares related to capped call transactions	(3)	(7)	(7)	(5)	(7)
Non-GAAP	378	369	350	373	350
Diluted net income from continuing operations per common share:
GAAP	$4.73	$3.07	$1.27	$7.82	$1.69
Non-GAAP	$2.13	$1.78	$1.20	$3.92	$1.94
Cash flows
Cash flows provided by operating activities	$745	$672	$403	$1,417	$437
Purchases of property, plant and equipment, net	(92)	(73)	(113)	(165)	(208)
Activity related to Flash Ventures, net	-	-	45	-	92
Free cash flow	$653	$599	$335	$1,252	$321

GAAP and non-GAAP gross margin, as well as GAAP and non-GAAP operating margin, are calculated by dividing GAAP and non-GAAP gross profit, as well as GAAP and non-GAAP operating income, respectively, by Revenue, net.

Beginning with the three months ended October 3, 2025, the company calculates non-GAAP diluted net income from continuing operations per common share based on non-GAAP diluted weighted average shares, which include the benefit of shares related to capped call transactions. Calculations of amounts presented for prior periods have been revised to conform to the new presentation.

Cash flows are presented on a consolidated basis and include the results of Sandisk through the Separation Date.

Discussion Regarding the Use of Non-GAAP Financial Measures

To supplement the condensed consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the tables above set forth non-GAAP gross profit; non-GAAP operating expenses; non-GAAP operating income; non-GAAP interest and other income (expense), net; non-GAAP income tax expense; non-GAAP diluted net income from continuing operations attributable to common shareholders; non-GAAP diluted net income from continuing operations per common share; non-GAAP diluted weighted average shares; and free cash flow (“non-GAAP measures”). In addition, non-GAAP diluted net income from continuing operations per common share is calculated based on non-GAAP diluted weighted average shares, as described in footnote 2 to the Reconciliation of GAAP to Non-GAAP Financial Measures table. These non-GAAP measures are not alternatives for measures prepared in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. The company believes the presentation of these non-GAAP measures, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors for measuring the company’s earnings performance and comparing it against prior periods. Specifically, the company believes these non-GAAP measures provide useful information to both management and investors as they exclude certain expenses, gains and losses that the company believes are not indicative of its core operating results or because they are consistent with the financial models and estimates published by many analysts who follow the company and its peers. As discussed further below, these non-GAAP measures exclude, as applicable, stock-based compensation expense; charges related to a litigation matter; business realignment charges; gain on retained interest in Sandisk; other adjustments; and income tax adjustments. The company believes these measures, along with the related reconciliations to the GAAP measures, provide additional detail and comparability for assessing the company’s results. These non-GAAP measures are some of the primary indicators management uses for assessing the company’s performance and planning and forecasting future periods. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

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 judgment in a patent litigation matter, which consisted of an award of damages, interest, and estimated plaintiff legal costs. The company also records amortization of patent licenses that the company capitalized related to this litigation matter. The company believes these charges do not reflect the company’s operating results and that they are not indicative of the underlying performance of its business.

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 incur charges in connection with actions to terminate employees, impair assets or otherwise restructure its operations. These charges are inconsistent in amount and frequency, and the company believes they are not indicative of the underlying performance of its business.

Gain on retained interest in Sandisk. The company retained an ownership interest in Sandisk at the time of the separation and has recognized gains on the mark-to-market adjustment of such interest. The company believes these adjustments do not reflect the company’s operating results and are not indicative of the underlying performance of its business.

Other adjustments. From time to time, the company records costs, charges, and benefits 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 represent the difference between income taxes based on a forecasted annual GAAP tax rate and a forecasted annual non-GAAP tax rate, which have been adjusted to account for the tax effects of items excluded from non-GAAP pre-tax income as well as the tax effects of non-recurring and period-specific tax items. These adjustments are excluded because the company believes that they are not indicative of the underlying performance of its ongoing business.

As described above, the company also presents the following non-GAAP financial measures:

Non-GAAP diluted weighted average shares. Beginning with the three months ended October 3, 2025, the company calculates non-GAAP diluted net income from continuing operations per common share based on non-GAAP diluted weighted average shares and has also adjusted the prior year periods to conform to the new presentation. Management uses non-GAAP diluted weighted average shares to evaluate - in addition to the potential dilution due to the outstanding restricted stock units and the dilution from the 2028 convertible notes that are included in GAAP diluted weighted average shares - the benefit expected to be provided by existing capped call transactions entered into in connection with the 2028 convertible notes to offset the dilutive impact of the convertible notes, up to their capped limit. In periods where the quarterly average stock price per share exceeds the conversion price of the 2028 convertible notes, non-GAAP diluted weighted average shares includes the anti-dilutive impact of the company’s capped call transactions, up to the capped call price of $50.43 per share.

Free cash flow. Free cash flow is defined as cash flows provided by operating activities less purchases of property, plant and equipment, net, and the pre-separation activity related to Flash Ventures, net. The company considers free cash flow generated in any period to be a useful indicator of cash that is available for strategic opportunities including, among others, investing in the company’s business, making strategic acquisitions, returning capital to investors, repaying debt and strengthening the balance sheet.

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 net income per common share, and non-GAAP diluted weighted average shares for the fiscal third quarter of 2026 (“Q3FY26”). 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 net income per common share, and non-GAAP diluted weighted average shares to the most directly comparable GAAP financial measures (gross margin, operating expenses, tax rate, diluted net income per common share, and diluted weighted average shares, respectively) are not available without unreasonable effort.

The known adjustments to our non-GAAP guidance for Q3FY26 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.
Non-GAAP operating expenses guidance excludes stock-based compensation and other expenses, totaling approximately $40 million to $50 million.
Non-GAAP diluted net income per common share guidance excludes the items described above, totaling $50 million to $60 million.
Non-GAAP diluted net income per common share guidance is calculated based on non-GAAP diluted weighted average shares, which includes the benefit of 2 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.
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 due to: (i) the tax effects of items excluded from our non-GAAP pre-tax income or loss; (ii) the tax effects of non-recurring and period-specific items; and (iii) our accrual of GAAP income taxes and non-GAAP income taxes, which are calculated in each interim period using our best estimates of income taxes for the full year.

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 charges related to business realignment, 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.

Western Digital Corporation

Contacts
Ambrish Srivastava · 408.717.9765 · ambrish.srivastava@wdc.com · investor@wdc.com
Media Relations · 408.801.0021 · WD.Mediainquiries@wdc.com