이번 보고서
2026.02 분기보고서
10-Q · 기간 말 2026. 2. 1. · 제출 2026. 3. 11.
비교 기준
2025 연차보고서
10-K · 기간 말 2025. 11. 2.
0
새 리스크 항목
3
신규 문단
32
수정 문단
3
삭제
+2%
분량 변화
AI 한국어 요약
한 줄 요약
AI 랙·시스템 판매·리스 사업이 '가능성'에서 '이미 진행 중'인 일로 바뀌면서 보증·신용 리스크가 새로 부각됐고, 고객 집중, 고객의 칩 자체 조달(customer-owned tooling), 메모리 칩 조달, AI발 소프트웨어 경쟁 리스크도 함께 강화됐습니다.
주목할 변화
- 강화AI 랙·시스템 사업의 보증·신용 리스크XPU 기반 AI 랙·시스템 판매·리스 관련 문장이 가정형("may dedicate")에서 현재진행형으로 바뀌었습니다("We have dedicated, and expect to continue dedicating"). 이런 계약이 "impose financial obligations, including guarantees"할 수 있다는 내용과 리스 계약에 따른 비용·운영 복잡성 증가 문장이 새로 들어갔습니다. 자금 여력이 부족한 AI 고객에 대해서도 "credit or customer default risks"를 명시했습니다.
- 신규고객의 자체 칩 조달(customer-owned tooling)과 주문 취소고객이 "customer-owned tooling"으로 전환하면 커스텀 AI 가속기(XPU) 등의 수요가 줄 수 있다는 위험이 두 곳에 추가됐습니다. 고객이 주문을 "cancel, reduce or delay"할 수 있다는 표현과, 고객이 정부로부터 "supply chain risk"로 지정되는 상황도 새로 들어갔습니다.
- 강화고객 집중도 상승상위 5개 최종 고객 비중이 약 40%(2025회계연도)에서 약 50%(2026년 1분기)로, 유통사 매출 비중은 48%에서 55%로 올라갔습니다. 경쟁사 목록에 "including our customers"가 추가되어 고객이 동시에 경쟁자가 될 수 있다는 점도 강조했습니다.
- 강화메모리 칩 등 공급망 리스크핵심 원자재 목록 맨 앞에 "memory chips"가 새로 추가됐습니다. 공급사가 "prioritize supplies for other customers"할 수 있어 고객 수요를 다 충족하지 못할 수 있다는 문장도 들어갔습니다. 위탁생산업체(CM)의 가격 인상("may raise their prices") 가능성이 추가됐고, 5개 공급사 의존도는 약 3분의 2에서 "more than three-quarters"로 높아졌습니다.
- 신규소프트웨어 사업의 AI발 경쟁기존의 '호환성' 리스크 항목이 삭제되고 "If our software does not successfully address market trends and competitive developments" 항목으로 대체됐습니다. "cloud-based and AI-native vendors"가 기존 고객 유지에 영향을 줄 수 있고, 경쟁사가 AI 기능을 "more rapidly or effectively" 도입할 수 있다는 문장이 새로 들어갔습니다.
- 강화글로벌 최저한세 영향이 현실화이전에는 2026회계연도에 세율이 오를 것으로 "expect"한다고 했지만, 이번에는 "have materially increased"로 이미 영향이 나타났다고 적었습니다. 세제 혜택 국가에서도 최저한세 도입이 "has materially increased our provision for income taxes"했다고 밝혔습니다. 세제 혜택 규모(2025회계연도 약 27억 달러)를 구체적으로 적었던 문단은 삭제됐습니다.
- 신규보증 등 추가 금융 약정과 인수 관련 부채전략적 이니셔티브를 위해 "guarantees" 같은 금융 약정을 맺을 수 있고, 이것이 고정 부담을 늘리고 재무 유연성을 떨어뜨릴 수 있다는 문장이 추가됐습니다. 인수·전략적 거래에 따른 "incurring additional debt"도 리스크 항목에 새로 들어갔습니다.
- 강화지정학·규제 범위 확대지정학 리스크에 "conflicts, such as in the Middle East"가, 규제 리스크에 "AI" 관련 규제가 추가됐습니다. 해외 리스크의 범위도 회사가 영업하는 국가에서 "we or our customers operate"하는 국가로 넓어졌습니다.
읽는 법
가장 큰 변화는 AI 사업 확장 방식(랙·시스템 판매·리스)이 실제 진행 단계로 기술되면서, 매출 성장과 함께 보증·고객 신용·부채 부담이라는 재무적 연결고리가 새로 드러났다는 점입니다. 다만 고객·유통·공급사 비중 수치는 이번에는 한 분기 기준이고 이전에는 연간 기준이어서 직접 비교에는 한계가 있습니다. 앞으로 공시에서 보증 규모, 대형 고객의 자체 칩 조달 동향, 메모리 조달 상황이 구체적으로 공개되는지 확인해 볼 만합니다.
원문 비교
- •If our software does not successfully address market trends and competitive developments, demand for our software and services could decrease and materially adversely affect us.
- •incurring additional debt related to acquisitions or other strategic transactions;
- Furthermore, we may enter into other financing arrangements, such as guarantees, to support our strategic initiatives or other corporate purposes, which could increase our fixed obligations, have a negative impact on our financial condition and reduce our financial and business flexibility.
- •Dependence on a limited number of contract manufacturers and suppliers of critical
materials and componentsmaterials, including components, within our supply chain, and potential failure to adjust such manufacturing and supply chain to meet customer demand, may adversely affect our ability to bring products to market and our results of operations. - Sustained uncertainty about, or worsening of, current global economic conditions, further tariffs and escalations of trade tensions between the U.S. and its trading partners, especially China, increased geopolitical
volatility,volatility and conflicts, such as in the Middle East, and the decoupling of the global economies could result in a global economic slowdown and long-term changes to global trade. Such events may also (i) cause our customers and end-users to reduce, delay or forgo technology spending, (ii) result in customers sourcing products from other suppliers not subject to such restrictions or tariffs or to develop these products themselves, (iii) lead to the insolvency or consolidation of key suppliers and customers, and (iv) intensify pricing pressures. Any or all of these factors could negatively affect demand for our products and our business, financial condition and results of operations. - Our business is subject to various domestic and international laws and other legal requirements, including antitrust and import/export regulations, such as the U.S. Export Administration Regulations, and applicable executive orders. These laws, regulations, orders, tariffs, federal policies and other governmental actions are complex, continue to evolve and change frequently with limited notice and generally become more stringent over time. We may be required to incur significant expenses to comply with these legal requirements or respond to
anygovernmental actions. In addition, if our suppliers or customers fail or choose not to comply with these legal requirements or governmental actions, we may be required to suspend purchasing from such suppliers or selling to such customers, which could damage our reputation and have a material adverse impact on our results of operations. The U.S. government continues to add companies to its restricted entity list and/or technologies to its list of prohibited exports to specific countries and impose other restrictions or requirements, which have had and may in the future have an adverse effect on our revenue, supply chain and our ability to manufacture or sell our products. These restrictive governmental actions and any similar measures that may be imposed on U.S. companies by other governments, especially in light of ongoing trade tensions with U.S. trading partners, will likely limit or prevent us from doing business with certain of our customers or suppliers and harm our ability to compete effectively or otherwise negatively affect our ability to sell ourproducts.products and services. Furthermore, foreign government authorities have proposedand/orand may take retaliatory actions, impose conditions for the supply of products or require the license or other transfer of IP, which could have a material adverse effect on our business. Uncertainty due to such evolving policies or actions also may disrupt our supply chain and if we are unable to effectively mitigate any adverse impacts from such measures, this could adversely affect our business, financial condition and results of operations. - A majority of our products are produced, sourced and sold internationally and our international revenue represents a significant percentage of our overall revenue. Multiple factors relating to our international operations and to particular countries in which we or our customers operate could have a material adverse effect on our business, financial condition and results of operations. These factors include:
- •restrictive or retaliatory governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments, data
privacy regulations,privacy, AI and sustainability-related regulations, trade protection measures, including increasing protectionism and economic nationalism, import/export restrictions (including with regards to advanced technologies), import/export duties and quotas, trade sanctions, and customs duties and tariffs, all of which have increased and may further increase; - The semiconductor industry is highly cyclical and is subject to rapid price increase or erosion, wide fluctuations in product supply and demand, constant and rapid technological
change,change and evolving technical standards andevolvingproduct applications. The semiconductor industry is undergoing profound change due to the adoption and proliferation of AI and has experienced a significant upturn, which may not be sustainable. The growth of AI is creating 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. Some of these AI customers may have constrained resources or capital and may be unable to pay for their required AI infrastructure and/or seek alternative financings or novel or deferred payment models from their vendors andsuppliers.suppliers, which could result in credit or customer default risks and negatively impact our business, financial condition or results of operations. If our AI customers substantially reduce their expansion plans, cancel, reduce or delay their orders, are unable to generate the profit required to offset their spending or are otherwise unable to meet their obligations and we cannot offset the downturn in their business, it could have a material adverse effect on our business, operating results, financial condition and stock price. - We have historically depended on a small number of end customers,
OEMs,original equipment manufacturers (“OEMs”), their respective contract manufacturers (“CMs”) and certain distributors for a majority of our business and revenue. For fiscalyear 2025,quarter ended February 1, 2026, sales to distributors accounted for48%55% of our net revenue. We believe aggregate sales, through all channels, to our top five end customers accounted for approximately40%50% of our net revenue for the fiscalyear 2025.quarter ended February 1, 2026. This customer concentration increases the risk of quarterly fluctuations in our operating results and our sensitivity to any material adverse developments experienced by these customers. In addition, some customers may cancel, reducethe amount of productsor delay their orders or decline to purchase from us due to reduced capital expenditure spending, lack of access to sufficient capital, downturn in their business, governmental actions such as being designated a “supply chain risk,” purchases from our competitors or their internal development ofthe products.competing products or customer-owned tooling. - When our semiconductor customers agree to purchase specific quantities of products or source an agreed portion of their product needs from us, such arrangements often include pricing schedules or methodologies that apply regardless of the volume of products purchased, and those customers from time to time may not or do not purchase the amount of product we expect. Moreover, our top customers, including our AI solutions customers, may make and have made greater demands on us with regards to pricing and contractual terms, such as seeking to lease AI racks or systems based on our XPUs instead of purchasing, as well as alternative financings for such leases or other novel or deferred payment models. As a result, we may not generate the amount of revenue or free cash flow or achieve the level of profitability that we or investors expect under such
arrangements, and/or such arrangements may increase our exposure to credit or customer default risks.arrangements. In addition, such arrangements may impose financial obligations, including guarantees, upon us or increase our exposure to credit or customer default risks, and failure to mitigate these risks could negatively impact our business, financial condition or results of operations. The loss of, or any substantial reduction in our sales to, any of our top customers, including our customers for our custom AI accelerators or XPUs or AI racks or systems based on our XPUs, could have a material adverse effect on our business, financial condition, results of operations and cash flows. - The industries in which we compete are characterized by rapid technological change, new technological developments such as AI and cloud computing, changes in customer requirements, frequent new product introductions and enhancements, short product cycles, evolving industry standards, and new delivery methods.
In addition, toTo compete successfully in the semiconductor industry, we must continue to develop and respond to technological advancements and requirements, such as low-power consumption, higher bandwidth and large compute clusters, and we have, from time to time, evolved our business strategy and adopted new business models to address the needs and challenges of our customers. Failure to successfully develop increasingly advanced technologies, including our custom AI accelerators or XPUs, network switches and other AI-related products, or execute on new strategies or models such as the sale or leasing of AI racks or systems based on our XPUs could impair our competitive position. - In order to remain competitive, we have made, and expect to continue to make, significant investments in research and development, expand our business strategy
orand adopt new business models. If we fail to timely develop new and enhanced products and technologies, if we focus on technologies that do not become widely adopted, if new competitive technologies that we do not support become widely accepted,orif we are unable to successfully execute on new business strategies or models such as the sale or leasing of AI racks or systems based on our XPUs, or customers proceed with customer-owned tooling, demand for our products and solutions such as our custom AI accelerators or XPUs, network switches or other AI-related products may be reduced. To support our new business strategies or models, we may enter into leasing or other arrangements with customers or other third-parties that could increase our costs and operational complexity. Slow or unsuccessful investments in our research and development efforts or expansion or modification of our business strategies and models and incurring significant expenses for these actions, would have a negative impact on our business, financial condition and margins. - We depend on our CMs to allocate sufficient manufacturing capacity and critical components to meet our needs, to produce products of acceptable quality at acceptable yields and prices, and to deliver those products to us on a timely basis. We do not generally have long-term capacity commitments with our CMs and substantially all of our manufacturing services are on a purchase order basis with no minimum quantities.
FromFurther, from time to time, our CMs mayalsoraise their prices, cease to, or become unable to, manufacture a component for us, and have had and may continue to have capacity constraints in times of unprecedented demand.Further, ourOur CMs may also fail to timely develop or successfully implement new, advanced manufacturing processes, including transitions to smaller geometry process technologies. - During the fiscal
year 2025,quarter ended February 1, 2026, approximately 95% of the wafers manufactured by our CMs were produced byTSMC.Taiwan Semiconductor Manufacturing Company Limited (“TSMC”). We believe our wafer requirements represent a meaningful portion of TSMC’s total production capacity. However, TSMC also fabricates wafers for other companies, including some of our competitors, and could choose or be required to materially prioritize capacity for other customers or reduce or eliminate deliveries to us on short notice. In addition, TSMC has raised, and may in the future raise, their prices to manufacture our wafers. - Our manufacturing processes and those of our CMs rely on many materials, including memory chips, silicon, gallium arsenide and indium phosphide (“InP”) wafers, copper lead frames, precious and rare earth metals, mold compound, ceramic
packages andpackages, various chemicals andgases.gases, and other components. During the fiscalyear 2025,quarter ended February 1, 2026, we purchasedapproximately two-thirdsmore than three-quarters of our manufacturing materials from five materials suppliers, some of which are single source suppliers. The lead time needed to identify and qualify a new supplier is typically lengthy and there is often no readily available alternative source. We do not generally have long-term contracts with our materials suppliers and substantially all of our purchases are on a purchase order basis. Suppliers have previously, and may in the future, extend lead times, limit supplies, place products onallocation orallocation, increase prices, or prioritize supplies for other customers, including with respect to memory chips, any of which could disrupt supply or increase demand in theindustry.industry and negatively impact our results of operations and our ability to fully meet our customers’ demand. Additionally, the supply of these materials has been, from time to time, impacted by increased trade tensions between the U.S. and its trading partners, particularly China, and the uncertainty due to evolving trade restrictions. Any such supply constraints could result in loss of revenue opportunities and adversely impact our business, financial condition and results of operations. - Our semiconductor business is dependent on us winning competitive bid selection processes.
Our semiconductor business is dependent on us winning competitive bid selection processes, known as “design wins.”These selection processes are often lengthyin timeand can require us to dedicate significant development expenditures and scarce engineering resources in pursuit of a single customer opportunity. Failure to obtain a particular design win may prevent us from obtaining design wins in subsequent generations of a particular product. This can result in lost revenue and can weaken our position in future selection processes. - Winning a product design does not guarantee sales or subsequent sales to a customer. Customers could accelerate, delay or cancel plans, develop and use their own products, purchase products from our competitors, fail to qualify our products, reduce or discontinue use of our products, or fail to successfully market and sell their products, which could reduce demand for our products and cause us to hold a material amount of excess inventory, materially adversely affecting our business, financial condition and results of operations. In addition, we may also be unable to materially recoup our costs or resell our products to other customers due to the custom nature of certain products.
- The timing of design wins is unpredictable and implementing production for a
majorparticular design win or multiple design wins at the same time, such asour design winsfor our custom AI accelerators or XPUs, network switches and other AI-related products, may strain our resources and those of our CMs. Some of our customers who have selected us may also have constrained resources or capital but require immediate availability of our custom XPUs.In such event, we may dedicateWe have dedicated, and expect to continue dedicating, significant additional resourcesorto execute on new business strategies or models such as the sale or leasing of AI racks or systems based on our XPUs to our customers with alternative financings or novel or deferred payment models, which could result in additional costs, expenses, credit or customer default risks, reduced gross margin and cash flows. - We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, levels of reliance on CMs and outsourcing, internal fabrication utilization and other resource requirements, and evolving our business strategy or adopting new business models such as the sale or leasing of AI racks or systems based on our XPUs,
production schedules, levels of reliance on CMs and outsourcing, internal fabrication utilization and other resource requirements,based on customer requirements or estimates thereof, which may not be accurate and could result in reallocation of resources. Many factors could impact our estimates of customers’ demands, including changes in product development cycles, competing technologies and product releases, new or unexpected end-user products or applications, such as demand for AI-related products and solutions, and changes inbusinessbusiness, regulatory and economic conditions. Our customers may also underestimate the data center or related power or water capacity needed to address end-user demand, which may impact our ability to timely satisfy their requirements. In addition, where our products are part of larger infrastructure projects like data centers, any supply constraints or availability issues with respect to any one component may impact our revenue or our results of operations. The Creating Helpful Incentives to Produce Semiconductors for America Act could also result in an increase in supply leading to excess inventory and a decrease in average selling prices. If we are unable to timely respond to changes in customer demand or execute on new business strategies or models, this could damage our customer relationships, harm our reputation, prevent us from taking advantage of opportunities and adversely impact our business, financial condition and results of operations. - We sell our products through a direct sales force and a select network of distributors and other channel partners globally. Sales to distributors accounted for
48%55% of our net revenue in the fiscalyear 2025quarter ended February 1, 2026 and are subject to a number of risks, including: - Many of our software solutions and services are based on data center virtualization and related hybrid-cloud technologies used to manage distributed computing architectures, which form the foundation for private and hybrid cloud computing. Enabling businesses to modernize applications and efficiently implement their private and hybrid cloud services presents new and difficult technological, operational and compliance challenges. If businesses build new or shift existing compute workloads off-premises to public cloud providers, this could limit the market for
on-premisesdeployments of our data center virtualization portfolio. Current and future customers may not accept ourperpetualsubscription licensing model or perceive benefits associated with adopting our enterprise-grade private and hybrid cloud platform or our simplified product portfolios, including new version releases. - If our software does not
remain compatible with ever-changing operating environments, platforms, or third-party products,successfully address market trends and competitive developments, demand for our software and services could decrease, which could materially adversely affect our business. - The infrastructure software solutions industry is a very competitive industry and we expect more competition as AI continues to advance and be integrated into the markets in which we compete. We must
alsocontinually address the challenges of dynamic and accelerating market trends and competitive developments, such as the emergence of advanced persistent threats in the securityspace,space and AI capabilities, to compete effectively. We may also be required to make substantial modifications to our software to maintain compatibility with operating systems, systems software and computer hardware used by our customers or to provide our customers with desired features or capabilities.ThereWhile we continue to enhance our software solutions and capabilities, there can be no assurance that we willbe able tosuccessfully adapt our software in response to these developments. Further, our competitors may develop or incorporate solutions, including AI capabilities, into their products more rapidly or effectively than we do. Further,In addition, our software solutions interact with a variety of software and hardware developed by third parties, as well as cloud providers. If we lose access to third-party code and specifications for the development of code or cloud providers fail to support our software or otherwise limit the functionality, compatibility or certification of our software or otherwise impose unfavorable terms and conditions, this could negatively impact our ability to develop compatible software. This could result in higher research and development costs for the enhancement and modification of our existing software or development of new software solutions. Any additional restrictions could materially adversely affect our business, financial condition and operating results and cash flow.- Our contracts signed with the U.S. federal, state and local government and non-U.S. government agencies are generally subject to annual fiscal funding approval and may be renegotiated or terminated at the discretion of the government. Termination, renegotiation or the lack of funding approval for a contract could adversely affect our sales, revenue and reputation. If personnel critical to our performance of these contracts are unable to obtain or maintain
theirthe securityclearances,clearance level required under such contracts, we may be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our results of operations. Additionally, our government contracts and our arrangements with channel partners who may sell directly to government customers are generally subject to requirements that may generally not be present in commercial contracts and/or may be complex, as well as audits and investigations. Failure to meet contractual requirements could result in various civil and criminal actions and penalties, and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government, which could materially adversely affect our business, financial condition, operating results and cash flow. - The industries in which we operate are highly competitive and characterized by rapid technological changes, evolving industry standards, changes in customer requirements, often aggressive pricing practices and, in some cases, new delivery methods.
We expect competitionCompetition in these industriesto continuecontinues to increase as existing competitors improve or expand their productofferings orofferings, as new competitors, including our customers, enter ourmarkets.markets or as AI continues to advance and be integrated into the markets in which we compete. To remain competitive, we seek to evolve our business strategy or adopt new business models from time to time, such as the sale or leasing of AI racks or systems based on our XPUs, that require significant financial resources, which could have a material adverse effect on our results of operations. Moreover, we may offer and have offered alternative financings or other novel or deferred payment models for the leasing of AI racks or systems based on our XPUs to effectivelycomplete,compete, which could have a material adverse effect on our revenue, free cash flow and gross margin and expose us to credit or customer default risks. - Some of our
competitorscompetitors, including our customers, have longer operating histories, greater name recognition or presence in key markets, a larger installed customer base, larger technical staff, a more comprehensive IP portfolio or better patent protection, more established relationships with vendors or suppliers, or greater manufacturing, distribution, financial, research and development, technical and marketing resources than us. We face competition from companies that receive financial and other support from their home country government, customers who develop competing products, public cloud providers, numerous smaller companies that specialize in specific aspects of the highly fragmented software industry, including AI, open source authors who provide software and IP for free, and competitors who offer their products through try-and-buy or freemium models. Our competitors, including cloud-based and AI-native vendors, may develop competitive software or AI solutions that could impact our ability to retain existing customers and attract new customers. In addition, the trend toward consolidation is also changing the competitive landscape. We expect this trend to continue, which may result in combined competitors having greater resources than we do. - The foregoing factors are often difficult to predict, and these, as well as other factors, could materially adversely affect our quarterly or annual operating results. In addition, a significant amount of our operating expenses are relatively fixed in nature. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations. As a result, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful or reliable indicators of our future performance. If our operating results in one or more future quarters fail to meet our forecasts or the expectations of securities analysts or investors, a significant decline in the trading price of our common stock may occur, which may happen immediately or over time.
- Our growth strategy includes acquiring or investing in businesses that offer complementary products, services and technologies, or
enhancingenhance our market coverage, business strategy or technological capabilities. Any acquisitions we mayundertake, including the acquisition of VMware,undertake and their integration involve risks and uncertainties, which could impede the execution of our business strategy, such as: - Our global income is subject to tax in the U.S. In addition, many countries are implementing anti-base-erosion legislation and guidance aimed at standardizing and modernizing global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices. Many countries have implemented or are in the process of implementing a global minimum tax, which have materially increased and we expect
tomay further materially increase our effective tax rate and cash taxcosts for our fiscal year ending November 1, 2026.costs. Substantial changes in domestic or international corporate tax policies, regulations or guidance, including therecently enactedOne Big Beautiful Bill Act, as well as enforcement activities or legislative investigations and inquiries may materially adversely affect our business and impact our provision for income taxes, net income, cash flow and our results of operations generally. - Our operations
benefithave benefitted fromthevarious tax incentives extended to us in various jurisdictions to encourage investment or employment. Ifsucha tax incentive or tax holiday is modified or terminated prior to its expiration absent a newincentive applying,incentive, we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows. In addition, we may be required, or elect, to modify our operational structure and tax strategy in order to keep an incentive, which could result in a decrease in the benefits of the incentive. Adoption of global minimum tax provisions in a country in which we have an existing tax incentivecould have a material adverse impact on the tax benefits of the incentive.has materially increased our provision for income taxes. If additional countries in which we have tax incentives adopt similar tax provisions, this could have a further material adverse impact on our provision for income taxes. - From time to time, we require significant expenditures to support our growth and respond to business
challenges.challenges, and as a result we have additional cash requirements to support the payment of interest on our outstanding indebtedness. As ofNovember 2, 2025,February 1, 2026, the aggregate indebtedness was$67,120$67,970 million. Our substantial indebtedness and the instruments governing our indebtedness could have important consequences including: - •anticipated or actual demand for products used in AI-related solutions, including ASICs such as custom AI accelerators or
XPUs;XPUs and network switches; •unsubstantiated news reports or other inaccurate•negative publicity regarding us or our business, or that of our significantcustomers;customers, whether accurate or not;- •Incompatibility of our software portfolio with operating environments, platforms, or third-party products may adversely affect demand for our software and services.
- Each tax incentive and tax holiday is subject to our compliance with various conditions and may, in some instances, be amended or terminated prior to their scheduled termination date by the relevant governmental authority. If we cannot, or elect not to, comply with the conditions related to our tax incentive or tax holiday, we could be required to refund previously realized material tax benefits. Our tax incentives and tax holiday, before taking into consideration U.S. foreign tax credits, decreased the provision for income taxes by approximately $2,709 million in the aggregate and increased diluted net income per share by $0.56 for fiscal year 2025.
- Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions and interpretations are incorrect, the benefits of the tax incentives may be adversely affected.
- A general weakening of the economy globally or in a particular region or industry, uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize the economy or to achieve specific policy objectives such as onshoring of semiconductor manufacturing and other unfavorable changes in economic conditions, such as inflation, higher interest rates, tightening of the credit markets, recession or slowing growth, as well as an increase in geopolitical conflicts, trade tensions and related tariffs with U.S. trading partners, could negatively impact our business, financial condition, cash flows and liquidity. Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the industries and markets in which we operate, which have adversely affected our business and results of operations. Macroeconomic weakness and uncertainty may also make it more difficult to accurately forecast operating results, and market volatility stemming from current macroeconomic events may materially impact our cash flow and our ability to raise or refinance debt at favorable rates. An escalation of trade tensions between the U.S. and its trading partners may continue to result in trade restrictions and increased protectionism on both ends that harm our ability to participate in some markets or compete effectively.
- •changes in political, regulatory, legal or economic conditions, geopolitical turmoil or conflict (including China-Taiwan relations), including terrorism, war or political or military coups, state-sponsored or politically motivated cyber-attacks, civil disturbances, or political instability (foreign and domestic);
- Winning business in the semiconductor solutions industry is an unpredictable process that is often lengthy
in timeand requires us to incur significant expenses, evolve our business strategy or adopt a new business model, which may negatively impact our results of operations, gross margin or cash flows. - Our gross margin is highly dependent on our product mix, as well as the timing and amount of our revenue from our semiconductor solutions, software licensing and other products or solutions. In addition, increased competition and the existence of product alternatives, more complex engineering requirements, lower demand, shifts in spending priorities, constrained resources or capital of our customers, supply constraints, unfavorable changes in economic conditions, industry oversupply or reductions in our technological lead compared to our competitors, and other factors have in the past and may in the future lead to further price erosion, lower revenue and lower gross margin. The gross margin for our semiconductor solutions has typically been lower than our infrastructure software solutions. The sale or leasing of AI racks or systems based on our XPUs will likely increase our operating margin but compress or lower future gross margin, which would adversely impact our stock price.
- •our distributors’ and other channel partners’ agreements are generally nonexclusive and some may be terminated at any time without cause.
- Our income taxes are subject to volatility and could be adversely affected by numerous factors, including reorganization or restructuring of our business, tax structure, business combinations, jurisdictional location mix of our income and assets, and changes in tax legislation or accounting policies or related interpretations.