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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2025
  
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter) 
  
Delaware   001-39004   84-1747686
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
240 East Hacienda Avenue, Campbell, CA
  95008
(Address of Principal Executive Offices)   (Zip Code)

Regsistrant's telephone number, including area code: (408) 841-4500


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, par value $0.0001   CHPT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.02.    Results of Operations and Financial Condition.
On December 4, 2025, ChargePoint Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal third quarter ended October 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.   Description of Exhibit
99.1  
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CHARGEPOINT HOLDINGS, INC.
By:  
/s/ Mansi Khetani
 
Name: Mansi Khetani
  Title: Chief Financial Officer
          (Principal Financial Officer & Principal Accounting Officer)
Date: December 4, 2025

EX-99.1 2 chpt8-kerfy2026q3exx991.htm EX-99.1 Document

Exhibit 99.1
chargepoint_logoa.jpg
ChargePoint Reports Third Quarter Fiscal Year 2026 Financial Results

 
•Revenue grew 6% year-over-year to $106 million, above top end of the guidance range
•Subscription revenue grew 15% year-over-year to $42 million
•GAAP gross margin of 31% and non-GAAP gross margin remains at a record high of 33%
•Announces reduction of debt by $172 million, more than 50 percent, post quarter end
Campbell, Calif. – December 4, 2025 – ChargePoint Holdings, Inc. (NYSE:CHPT) (“ChargePoint”), a global leader in electric vehicle (EV) charging solutions, today reported results for its third quarter of fiscal year 2026 ended October 31, 2025.

"ChargePoint’s third quarter results mark a return to growth, with revenue exceeding expectations,” said Rick Wilmer, CEO at ChargePoint. “In November, we further strengthened our financial foundation by consummating a successful debt exchange and our ongoing innovation and strategic partnerships, especially with Eaton, position us to accelerate growth and lead the future of e-mobility. We remain committed to delivering value for our customers and shareholders as we execute on our three-year plan and advance the industry.”

Third Quarter Fiscal 2026 Financial Overview
•Revenue. Third quarter revenue was $105.7 million, up 6% from $99.6 million in the prior year’s same quarter. Networked charging systems revenue for the third quarter was $56.4 million, up 7% from $52.7 million in the prior year’s same quarter. Subscription revenue was $42.0 million, up 15% from $36.4 million in the prior year’s same quarter.
•Gross Margin. Third quarter GAAP gross margin was 31% as compared to 23% in the prior year's same quarter, and non-GAAP gross margin was 33% as compared to 26% in the prior year's same quarter primarily due to subscription revenue growth as a percentage of total revenue and improvement in subscription margins.
•Operating Expenses. Third quarter GAAP operating expenses were $76.8 million, down 16% from $91.0 million in the prior year's same quarter. Non-GAAP operating expenses were $57.5 million, down 2% from $58.6 million in the prior year's same quarter.
•Net Income/Loss. Third quarter GAAP net loss was $52.5 million, down 32% from $77.6 million in the prior year's same quarter. Additionally, non-GAAP pre-tax net loss was $30.2 million, down 26% from $40.7 million in the prior year's same quarter and non-GAAP adjusted EBITDA loss was $19.4 million, down 32% from $28.6 million in the prior year's same quarter.
•Liquidity. As of October 31, 2025, cash and cash equivalents on the balance sheet was $180.9 million.
•Shares Outstanding. As of October 31, 2025, the Company had approximately 24 million shares of common stock outstanding.
For reconciliation of GAAP and non-GAAP results, please see the tables below.
Business Highlights
•In November 2025, ChargePoint strengthened its balance sheet through a significant debt reduction, resulting in a near term reduction of its total outstanding debt by $172 million, or more than 50%.
•ChargePoint released the new ChargePoint Platform, its next-generation flexible software solution designed to provide real-time insights, monitor station performance, adjust pricing,and respond to customer needs.
•ChargePoint was awarded a Sourcewell cooperative purchasing contract to provide EV charging solutions to public agencies in the U.S. and Canada, representing ChargePoint’s third consecutive agreement with Sourcewell, dating back to 2017.

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Fourth Quarter of Fiscal 2026 Guidance
For the fourth fiscal quarter ending January 31, 2026, ChargePoint expects revenue of $100 million to $110 million.
Conference Call Information
ChargePoint will host a webcast today at 1:30 p.m. Pacific / 4:30 p.m. Eastern to review its third quarter fiscal year 2026 financial results.
A live webcast of the conference call will be available at https://events.q4inc.com/attendee/848693269. Participants can also access the conference call by dialing +1 (800) 715-9871 (North America toll free) or + 1 (646) 307-1963 (international) and Conference ID 1744120. A replay will be available after the conclusion of the webcast and archived for one year. A copy of this press release with the financial results and supplemental financial information will be also available on ChargePoint’s investor relations website (investors.chargepoint.com).
About ChargePoint
ChargePoint has established itself as the leader in electric vehicle (EV) charging innovation since its inception in 2007, long before EVs became widely available. The company provides comprehensive solutions tailored to the entire EV ecosystem, from the grid to the dashboard of the vehicle. The company serves EV drivers, charging station owners, vehicle manufacturers, and similar types of stakeholders. With a commitment to accessibility and reliability, ChargePoint’s extensive portfolio of software, hardware, and services ensures a seamless charging experience for drivers across North America and Europe. ChargePoint empowers every driver in need of charging access, connecting them to over 1.3 million public and private charging ports worldwide. ChargePoint has facilitated the powering of more than 16 billion electric miles, underscoring its dedication to reducing greenhouse gas emissions and electrifying the future of transportation. For further information, please visit the ChargePoint pressroom or the ChargePoint Investor Relations site. For media inquiries, contact the ChargePoint press office.
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Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions including statements regarding our projected revenue for the fourth quarter of fiscal year 2026. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: macroeconomic trends including changes in or sustained inflation, interest rate volatility, increased tariffs or other events beyond our control on the overall economy which may reduce demand for our products and services; geopolitical events and conflicts; adverse impacts to our business and those of our customers and suppliers, including due to supply chain disruptions, component shortages, and associated logistics expense increases; our limited operating history as a public company; our ability as an organization to successfully acquire, integrate or partner with other companies, products or technologies in a successful manner such as our partnership efforts with Eaton Corporation; our dependence on widespread acceptance and adoption of EVs, including any delays or modifications to auto manufacturers' plans and strategies to transition to predominately manufacture EVs and any corresponding decreased demand for installation of charging stations; our current dependence on sales of charging stations for the majority of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental policies, rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; our ability, and our reliance on our customers, to successfully implement, construct and manage state, federal and local charging infrastructure programs in accordance with the respective terms of such program in order to validly secure and obtain awarded funding and win additional grant opportunities; our reliance on contract manufacturers, including those located outside the United States, may result in supply chain interruptions, delays and expense increases which may adversely affect our sales, revenue and gross margins; our ability to expand our operations and market share in Europe; the need to attract additional fleet operators as customers; potential adverse effects on our revenue and gross margins due to delays and costs associated with new product introductions, such as our new AC and Express DC fast charging product architecture featuring bidirectional charging, inventory obsolescence, component shortages and related expense increases; the ability or success of our new AC and Express DC fast charging product architecture to result in an increased demand for charging products by commercial, residential and fleet charging customers; adverse impact to our revenues and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competition; risks related to our dependence on our intellectual property; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2025, which is available on our website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
Use of Non-GAAP Financial Measures
ChargePoint has provided financial information in this press release that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). ChargePoint uses these non-GAAP financial measures internally in analyzing its financial results. ChargePoint believes that the use of these non-GAAP financial measures is useful to investors to evaluate ongoing operating results and trends and believes they provide meaningful supplemental information to investors regarding ChargePoint’s underlying operating performance because they exclude items ChargePoint believes are unrelated to, and may not be indicative of, its core operating results.
The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with ChargePoint’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of ChargePoint’s historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.
Non-GAAP Gross Profit (Gross Margin). ChargePoint defines non-GAAP gross profit as gross profit excluding stock-based compensation expense, amortization expense of acquired intangible assets and restructuring costs for severances and employment-related termination costs, and facility and other contract terminations. Non-GAAP gross margin is non-GAAP gross profit as a percentage of revenue.
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Non-GAAP Cost of Revenue and Operating Expenses (includes Non-GAAP research and development, Non-GAAP sales and marketing and Non-GAAP general and administrative). ChargePoint defines non-GAAP cost of revenue and operating expenses as cost of revenue and operating expenses excluding stock-based compensation expense, amortization expense of acquired intangible assets, restructuring costs for severances and employment-related termination costs, and facility and other contract terminations, and non-cash charges related to tax liabilities and litigation settlements, including associated non-recurring legal expenses and professional service fees.
Non-GAAP Net Loss. ChargePoint defines non-GAAP net loss as net loss excluding stock-based compensation expense, amortization expense of acquired intangible assets, restructuring costs for severances and employment-related termination costs, and facility and other contract terminations, and non-cash charges related to tax liabilities and litigation settlements, including associated non-recurring legal expenses and professional service fees. These amounts reflect the impact of any related tax effects. Non-GAAP pre-tax net loss is non-GAAP net loss adjusted for provision for income taxes.
Non-GAAP Adjusted EBITDA Loss. ChargePoint defines non-GAAP adjusted EBITDA loss as net loss excluding stock-based compensation expense, amortization expense of acquired intangible assets, restructuring costs for severances and employment-related termination costs, and facility and other contract terminations, non-cash charges related to tax liabilities and litigation settlements, including associated non-recurring legal expenses and professional service fees, and further adjusted for provision of income taxes, depreciation, interest income and expense, and other income and expense (net).
Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures to analyze financial results and trends. In particular, many of the adjustments to ChargePoint’s GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in its financial results for the foreseeable future, such as stock-based compensation, which is an important part of ChargePoint’s employees’ compensation and impacts hiring, retention and performance. Furthermore, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP, and the components that ChargePoint excludes in its calculation of non-GAAP financial measures may differ from the components that other companies exclude when they report their non-GAAP results. In the future, ChargePoint may also exclude other expenses it determines do not reflect the performance of ChargePoint’s operating results.
CHPT-IR
Contacts
Investor Relations
investors@chargepoint.com
Press
John Paolo Canton
Vice President, Communications
JP.Canton@chargepoint.com

AJ Gosselin
Director, Corporate Communications
AJ.Gosselin@chargepoint.com
media@chargepoint.com
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ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
 
  Three Months Ended Nine Months Ended
October 31, October 31,
  2025 2024 2025 2024
Revenue
Networked Charging Systems $ 56,389  $ 52,662  $ 158,869  $ 182,182 
Subscriptions 42,004  36,417  119,920  106,053 
Other 7,281  10,533  23,115  26,959 
Total revenue 105,674  99,612  301,904  315,194 
Cost of revenue
Networked Charging Systems 51,696  52,852  146,826  173,152 
Subscriptions 15,650  17,512  46,550  53,812 
Other 5,842  6,462  17,328  16,249 
Total cost of revenue 73,188  76,826  210,704  243,213 
Gross profit 32,486  22,786  91,200  71,981 
Operating expenses
Research and development 34,675  38,299  104,664  110,861 
Sales and marketing 24,500  34,678  75,725  106,376 
General and administrative 17,646  17,975  67,963  52,794 
Total operating expenses 76,821  90,952  248,352  270,031 
Loss from operations (44,335) (68,166) (157,152) (198,050)
Interest income 1,096  1,604  3,392  6,930 
Interest expense (8,061) (9,315) (21,346) (22,486)
Other income (expense), net (285) (202) 2,005  (1,090)
Net loss before income taxes (51,585) (76,079) (173,101) (214,696)
Provision for income taxes 894  1,511  2,678  3,567 
Net loss $ (52,479) $ (77,590) $ (175,779) $ (218,263)
Net loss per share, basic and diluted $ (2.23) $ (3.56) $ (7.57) $ (10.18)
Weighted average shares outstanding, basic and diluted 23,501,303  21,766,572  23,219,611  21,437,887 
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ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
October 31, 2025 January 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 180,514  $ 224,571 
Restricted cash 400  400 
Accounts receivable, net 97,141  95,906 
Inventories 212,209  209,262 
Prepaid expenses and other current assets 25,865  36,435 
Total current assets 516,129  566,574 
Property and equipment, net 27,010  35,361 
Intangible assets, net 62,588  66,175 
Operating lease right-of-use assets 12,280  14,680 
Goodwill 224,131  207,540 
Other assets 5,895  7,845 
Total assets $ 848,033  $ 898,175 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 69,269  $ 64,050 
Accrued and other current liabilities 138,498  124,679 
Deferred revenue 117,752  105,017 
Total current liabilities 325,519  293,746 
Deferred revenue, noncurrent 132,921  134,198 
Debt, noncurrent 321,769  297,092 
Operating lease liabilities 11,963  15,267 
Deferred tax liabilities 12,091  12,036 
Other long-term liabilities 5,387  8,365 
Total liabilities 809,650  760,704 
Stockholders' equity:
Common stock
Additional paid-in capital 2,106,885  2,054,340 
Accumulated other comprehensive loss (1,287) (25,433)
Accumulated deficit (2,067,217) (1,891,438)
Total stockholders' equity 38,383  137,471 
Total liabilities and stockholders' equity $ 848,033  $ 898,175 
 

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ChargePoint Holdings, Inc.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 
  Nine Months Ended
October 31,
  2025 2024
Cash flows from operating activities
Net loss $ (175,779) $ (218,263)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 20,569  22,205 
Non-cash operating lease cost 2,689  2,700 
Stock-based compensation 51,534  61,083 
Amortization of deferred contract acquisition costs 2,510  2,388 
Paid-in-kind non-cash interest expense
20,076  12,750 
Foreign currency transaction (gain) loss
(4,082) 733 
Reserves and other
5,296  17,104 
Changes in operating assets and liabilities:
Accounts receivable, net 1,335  6,267 
Inventories 6,252  (24,207)
Prepaid expenses and other assets 7,762  (6,250)
Accounts payable, operating lease liabilities, and accrued and other liabilities (8,503) (26,024)
Deferred revenue 8,733  5,249 
Net cash used in operating activities (61,608) (144,265)
Cash flows from investing activities
Purchases of property and equipment (3,420) (10,136)
Net cash used in investing activities
(3,420) (10,136)
Cash flows from financing activities
Proceeds from the issuance of common stock under employee equity plans, net of tax withholding 2,050  7,742 
Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs
—  2,970 
Change in driver funds and amounts due to customers 16,099  5,681 
Other financing activities (59) — 
Net cash provided by financing activities 18,090  16,393 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 2,881 
Net decrease in cash, cash equivalents, and restricted cash
(44,057) (138,001)
Cash, cash equivalents, and restricted cash at beginning of period 224,971  357,810 
Cash, cash equivalents, and restricted cash at end of period $ 180,914  $ 219,809 
 


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ChargePoint Holdings, Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, unaudited)
 
 
Three Months Ended
October 31, 2025
Three Months Ended
October 31, 2024
Nine
Months Ended
October 31, 2025
Nine
Months Ended
October 31, 2024
Cost of Revenue:
GAAP cost of revenue (as a percentage of revenue) $ 73,188  69% $ 76,826  77% $ 210,704  70% $ 243,213  77%
Stock-based compensation expense (1,222) (1,260) (3,696) (3,870)
Amortization of intangible assets (803) (774) (2,365) (2,301)
Restructuring costs (1) —  (961) —  (961)
Non-GAAP cost of revenue (as a percentage of revenue) $ 71,163  67% $ 73,831  74% $ 204,643  68% $ 236,081  75%
Gross Profit:
GAAP gross profit (gross margin as a percentage of revenue) $ 32,486  31% $ 22,786  23% $ 91,200  30% $ 71,981  23%
Stock-based compensation expense 1,222  1,260  3,696  3,870 
Amortization of intangible assets 803  774  2,365  2,301 
Restructuring costs (1) —  961  —  961 
Non-GAAP gross profit (gross margin as a percentage of revenue) $ 34,511  33% $ 25,781  26% $ 97,261  32% $ 79,113  25%
Operating Expenses:
GAAP research and development (as a percentage of revenue) $ 34,675  33% $ 38,299  38% $ 104,664  35% $ 110,861  35%
Stock-based compensation expense (7,540) (9,831) (25,328) (28,864)
Restructuring costs (1) —  (2,867) —  (2,867)
Non-GAAP research and development (as a percentage of revenue) $ 27,135  26% $ 25,601  26% $ 79,336  26% $ 79,130  25%
GAAP sales and marketing (as a percentage of revenue) $ 24,500  23% $ 34,678  35% $ 75,725  25% $ 106,376  34%
Stock-based compensation expense (2,546) (4,518) (8,501) (14,422)
Amortization of intangible assets (2,410) (2,304) (7,067) (6,829)
Restructuring costs (1) —  (5,067) —  (5,067)
Non-GAAP sales and marketing (as a percentage of revenue) $ 19,544  18% $ 22,789  23% $ 60,157  20% $ 80,058  25%
GAAP general and administrative (as a percentage of revenue) $ 17,646  17% $ 17,975  18% $ 67,963  23% $ 52,794  17%
Stock-based compensation expense (4,147) (5,107) (14,009) (13,927)
Restructuring costs (1) —  (933) —  (933)
Other adjustments (2)
(2,716) (1,728) (20,736) (5,729)
Non-GAAP general and administrative (as a percentage of revenue) $ 10,783  10% $ 10,207  10% $ 33,218  11% $ 32,205  10%
GAAP Operating Expenses (as a percentage of revenue) $ 76,821  73% $ 90,952  91% $ 248,352  82% $ 270,031  86%
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Three Months Ended
October 31, 2025
Three Months Ended
October 31, 2024
Nine
Months Ended
October 31, 2025
Nine
Months Ended
October 31, 2024
Stock-based compensation expense (14,233) (19,456) (47,838) (57,213)
Amortization of intangible assets (2,410) (2,304) (7,067) (6,829)
Restructuring costs (1) —  (8,867) —  (8,867)
Other adjustments (2)
(2,716) (1,728) (20,736) (5,729)
Non-GAAP Operating Expenses (as a percentage of revenue) $ 57,462  54% $ 58,597  59% $ 172,711  57% $ 191,393  61%
Net Loss:
GAAP net loss (as a percentage of revenue) $ (52,479) (50)% $ (77,590) (78) % $ (175,779) (58)% $ (218,263) (69)%
Stock-based compensation expense 15,455  20,716  51,534  61,083 
Amortization of intangible assets 3,213  3,078  9,432  9,130 
Restructuring costs (1) —  9,828  —  9,828 
Other adjustments (2)
2,716  1,728  20,736  5,729 
Non-GAAP net loss (as a percentage of revenue) $ (31,095) (29)% $ (42,240) (42) % $ (94,077) (31)% $ (132,493) (42)%
Provision for income taxes 894  1,511  2,678  3,567 
Non-GAAP pre-tax net loss (as a percentage of revenue) $ (30,201) (29)% $ (40,729) (41) % $ (91,399) (30)% $ (128,926) (41)%
Depreciation 3,502  4,230  11,137  13,074 
Interest income (1,096) (1,604) (3,392) (6,930)
Interest expense 8,061  9,315  21,346  22,486 
Other expense (income), net 285  202  (2,005) 1,090 
Non-GAAP Adjusted EBITDA Loss (as a percentage of revenue) $ (19,449) (18)% $ (28,586) (29) % $ (64,313) (21)% $ (99,206) (31)%
 
(1)Consists of restructuring costs for severances and employment-related termination costs, and facility and other contract terminations.
(2)Consists of non-cash charges related to tax liabilities and litigation settlements, including associated non-recurring legal expenses and professional service fees.
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