The statements in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "pro forma," "estimates," "anticipates," or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements relate to, among other things: possible impact of future accounting rules on AMD's condensed consolidated financial statements; demand for AMD's products; the growth, change and competitive landscape of the markets in which AMD participates; international sales will continue to be a significant portion of total sales in the foreseeable future; that AMD's cash, cash equivalents and short-term investment balances together with the availability under that certain revolving credit facility (the Revolving Credit Facility) made available to AMD and certain of its subsidiaries under the Credit Agreement, will be sufficient to fund AMD's operations including capital expenditures over the next 12 months; AMD's ability to obtain sufficient external financing on favorable terms, or at all; AMD's expectation that based on the information presently known to management, the potential liability related to AMD's current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; anticipated ongoing and increased costs related to enhancing and implementing information security controls; all unbilled accounts receivables are expected to be billed and collected within 12 months; revenue allocated to remaining performance obligations that are unsatisfied which will be recognized over the next 12 months; a small number of customers will continue to account for a substantial part of AMD's revenue in the future; and the acquisition of Xilinx, Inc. is currently expected to close by the end of calendar year 2021. For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements, see "Part II, Item 1A-Risk Factors" and the "Financial Condition" section set forth below, and such other risks and uncertainties as set forth in this report or detailed in our otherSecurities and Exchange Commission (SEC) reports and filings. We assume no obligation to update forward-looking statements. AMD, the AMD Arrow logo, ATI, and the ATI logo, Athlon, EPYC, Radeon, Ryzen, Threadripper and combinations thereof, are trademarks ofAdvanced Micro Devices, Inc. Microsoft and Xbox One are trademarks or registered trademarks of Microsoft Corporation inthe United States and other jurisdictions. Other names are for informational purposes only and are used to identify companies and products and may be trademarks of their respective owners. "Zen" is a code name for an AMD architecture, and is not a product name. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this report and our audited consolidated financial statements and related notes as ofDecember 26, 2020 andDecember 28, 2019 , and for each of the three years for the period endedDecember 26, 2020 as filed in our Annual Report on Form 10-K for the fiscal year endedDecember 26, 2020 . Overview We are a global semiconductor company. Our products include x86 microprocessors (CPUs), accelerated processing units which integrate microprocessors and graphics (APUs), discrete graphics processing units (GPUs), semi-custom System-on-Chip (SOC) products and chipsets for the PC, gaming, datacenter and embedded markets. In addition, we provide development services and sell or license portions of our intellectual property portfolio. In this section, we will describe the general financial condition and the results of operations ofAdvanced Micro Devices, Inc. and its wholly-owned subsidiaries (collectively, "us," "our" or "AMD"), including a discussion of our results of operations for the three and six months endedJune 26, 2021 compared to the prior year period, an analysis of changes in our financial condition and a discussion of our contractual obligations. Net revenue for the three months endedJune 26, 2021 was$3.9 billion , a 99% increase compared to the prior year period. The increase was due to a 65% increase in Computing and Graphics net revenue and a 183% increase in Enterprise, Embedded and Semi-Custom net revenue. The increase in Computing and Graphics segment net revenue was primarily due to higher sales of our Ryzen™ processors and Radeon™ products. The increase in 19 -------------------------------------------------------------------------------- Table of Contents Enterprise, Embedded and Semi-Custom net revenue was primarily due to higher semi-custom revenue and EPYC™ server processor revenue. Gross margin for the three months endedJune 26, 2021 was 48% compared to gross margin of 44% for the prior year period. The increase in gross margin was primarily driven by a richer mix of sales, including high-end Ryzen, Radeon and EPYC processor sales. Our operating income for the three months endedJune 26, 2021 was$831 million compared to operating income of$173 million for the prior year period. The increase in operating income was primarily driven by strong revenue growth which more than offset higher operating expenses. Our net income for the three months endedJune 26, 2021 was$710 million compared to net income of$157 million for the prior year period. The increase in net income was primarily driven by higher operating income, partially offset by a higher income tax provision. Cash, cash equivalents and short-term investments as ofJune 26, 2021 were$3.8 billion , compared to$2.3 billion as ofDecember 26, 2020 . The aggregate principal amount of our outstanding debt obligations was$313 million and$338 million as ofJune 26, 2021 andDecember 26, 2020 , respectively. During the second quarter of 2021, we introduced the new AMD Radeon RX 6000M Series Mobile Graphics designed for high-performance gaming laptops and we announced the AMD Advantage™ Design Framework to deliver best-in-class gaming experiences. AMD Advantage systems combine AMD Radeon RX 6000M Series Mobile Graphics,AMD Radeon Software and AMD Ryzen 5000 Series Mobile Processors with AMD smart technologies. We also introduced our AMD FidelityFX Super Resolution software for game developers to help deliver a high-quality, high-resolution gaming experience. InJune 2021 , we announced our AMD Radeon PRO W6000 series workstation graphics for professional users who have demanding architectural design workloads, ultra-high resolution media projects, complex design and engineering simulations and advanced image and video editing applications. Amid the COVID-19 pandemic, we continue to focus on the health and safety of our employees. We monitor and take safety measures to protect our employees who are in the office and support those employees who work from home so that they can be productive. Our offices remain open to enable critical on-site business functions in accordance with local government guidelines. The majority of our employees inChina andSingapore work on site subject to local government health measures and inJuly 2021 , our US employees began to return to the office in accordance with health and safety protocols. In the other geographies in which we operate, the majority of our employees continued to work from home during the second quarter of 2021. The current COVID-19 pandemic continues to impact our business operations and practices, and while we expect that it may continue to impact our business, we experienced limited financial disruption during the second quarter of 2021. As part of our strategy to establish AMD as the industry's high performance computing leader, we announced inOctober 2020 that we entered into a definitive agreement to acquire Xilinx, Inc. in an all-stock transaction. OnApril 7, 2021 , our stockholders and Xilinx's stockholders voted to approve their respective proposals relating to the pending acquisition of Xilinx by AMD. Effective as ofJune 29, 2021 , the UnitedKingdom's Competition and Markets Authority, and effective as ofJune 30, 2021 , theEuropean Commission issued approvals of the Merger. The completion of the Merger remains subject to other closing conditions, including the receipt of certain approvals and clearances required under the competition laws of certain other foreign jurisdictions. The closing of the Merger is subject to customary conditions, including regulatory approval, and is currently expected to occur by the end of calendar year 2021. InMay 2021 , we announced that our Board of Directors approved a new stock repurchase program to purchase up to$4 billion of our outstanding common stock in the open market. During the three and six months endedJune 26, 2021 , we repurchased 3 million shares of our common stock under the Repurchase Program, for a total cash outlay of$256 million . As ofJune 26, 2021 ,$3.7 billion remains available for future stock repurchases under this program. The repurchase program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time. Also inMay 2021 , we entered into an amendment (the A&R Seventh Amendment) to the Wafer Supply Agreement (WSA) withGLOBALFOUNDRIES Inc. (GF) to extend GF's capacity commitment and pricing for wafers purchased at the 12 nm and 14 nm technology nodes by us throughDecember 31, 2024 . Specifically, GF agreed to a minimum annual capacity allocation to the Company for years 2022, 2023 and 2024. The A&R Seventh Amendment also removes all prior exclusivity commitments and provides us with full flexibility to contract with any wafer foundry with 20 -------------------------------------------------------------------------------- Table of Contents respect to all products manufactured at any technology node. Further, the parties agreed to pricing and annual wafer purchase targets for years 2022, 2023 and 2024, and we agreed to pre-pay GF certain amounts for those wafers in 2022 and 2023. If we do not meet the annual wafer purchase target for any of these years, we will be required to pay to GF a portion of the difference between the actual wafer purchases and the wafer purchase target for that year. We intend the discussion of our financial condition and results of operations that follows to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, the primary factors that resulted in those changes, and how certain accounting principles, policies and estimates affect our financial statements. Results of Operations We report our financial performance based on the following two reportable segments: the Computing and Graphics segment and the Enterprise, Embedded and Semi-Custom segment. Additional information on our reportable segments is contained in Note 11-Segment Reporting of the Notes to Condensed Consolidated Financial Statements (Part I, Financial Information of this Form 10-Q). Our operating results tend to vary seasonally. Historically, our net revenue has been generally higher in the second half of the year than in the first half of the year, although market conditions and product transitions could impact this trend. The following table provides a summary of net revenue and operating income (loss) by segment: Three Months Ended Six Months Ended June 26, June 27, June 26, June 27, 2021 2020 2021 2020 (In millions) Net revenue: Computing and Graphics$ 2,250 $ 1,367 $ 4,350 $ 2,805 Enterprise, Embedded and Semi-Custom 1,600 565 2,945 913 Total net revenue$ 3,850 $ 1,932 $ 7,295 $ 3,718 Operating income (loss): Computing and Graphics$ 526 $ 200 $ 1,011 $ 462 Enterprise, Embedded and Semi-Custom 398 33 675 7 All Other (93) (60) (193) (119) Total operating income$ 831 $ 173 $ 1,493 $ 350 Computing and Graphics Computing and Graphics net revenue of$2.3 billion for the three months endedJune 26, 2021 increased by 65%, compared to net revenue of$1.4 billion for the prior year period, primarily as a result of a 5% increase in unit shipments and a 58% increase in average selling price. Computing and Graphics net revenue of$4.4 billion for the six months endedJune 26, 2021 increased by 55%, compared to net revenue of$2.8 billion for the prior year period, primarily as a result of a 9% increase in unit shipments and a 44% increase in average selling price. The increase in unit shipments for both periods was primarily due to higher demand for our Ryzen processors. The increase in average selling price for both periods was primarily driven by a richer mix of client and graphics processors. Computing and Graphics operating income was$526 million for the three months endedJune 26, 2021 , compared to operating income of$200 million for the prior year period. Computing and Graphics operating income was$1.0 billion for the six months endedJune 26, 2021 , compared to operating income of$462 million for the prior year period. The increase in operating income for both periods was primarily due to higher revenue which more than offset higher operating expenses. Operating expenses increased for the reasons outlined under "Expenses" below. 21 -------------------------------------------------------------------------------- Table of Contents Enterprise, Embedded and Semi-Custom Enterprise, Embedded and Semi-Custom net revenue of$1.6 billion for the three months endedJune 26, 2021 increased by 183%, compared to net revenue of$565 million for the prior year period. Enterprise, Embedded and Semi-Custom net revenue of$2.9 billion for the six months endedJune 26, 2021 increased by 223%, compared to net revenue of$913 million for the prior year period. The increase for both periods was primarily driven by higher semi-custom revenue and higher sales of our EPYC server processors. Enterprise, Embedded and Semi-Custom operating income was$398 million for the three months endedJune 26, 2021 compared to operating income of$33 million for the prior year period. Enterprise, Embedded and Semi-Custom operating income was$675 million for the six months endedJune 26, 2021 compared to operating income of$7 million for the prior year period. The increase in operating income for both periods was due to higher revenue which more than offset higher operating expenses. Operating expenses increased for the reasons outlined under "Expenses" below. All Other All Other operating loss of$93 million for the three months endedJune 26, 2021 consisted of$83 million of stock-based compensation expense and$10 million of acquisition-related costs. All Other operating loss of$60 million for the prior year period consisted of stock-based compensation expense. All Other operating loss of$193 million for the six months endedJune 26, 2021 consisted of$168 million of stock-based compensation expense and$25 million of acquisition-related costs. All Other operating loss of$119 million for the prior year period consisted of stock-based compensation expense. International Sales International sales as a percentage of net revenue were 74% and 79% for the three months endedJune 26, 2021 andJune 27, 2020 , respectively. International sales as a percentage of net revenue were 75% and 81% for the six months endedJune 26, 2021 andJune 27, 2020 , respectively. We expect that international sales will continue to be a significant portion of total sales in the foreseeable future. Substantially all of our sales transactions were denominated inU.S. dollars. Comparison of Gross Margin, Expenses, Licensing Gain, Interest Expense, Other Expense and Income Taxes The following is a summary of certain condensed consolidated statement of operations data for the periods indicated: Three Months Ended Six Months Ended June 26, June 27, June 26, June 27, 2021 2020 2021 2020 (In millions except for percentages) Net revenue$ 3,850 $ 1,932 $ 7,295 $ 3,718 Cost of sales 2,020 1,084 3,878 2,052 Gross profit 1,830 848 3,417 1,666 Gross margin 48 % 44 % 47 % 45 % Research and development 659 460 1,269 902 Marketing, general and administrative 341 215 660 414 Licensing gain (1) - (5) - Interest expense (10) (14) (19) (27) Other income (expense), net - 1 (11) 5 Income tax provision 113 4 202 10 Equity income in investee 2 1 4 1 22
-------------------------------------------------------------------------------- Table of Contents Gross Margin Gross margin was 48% and 44% for the three months endedJune 26, 2021 andJune 27, 2020 , respectively. Gross margin was 47% and 45% for the six months endedJune 26, 2021 andJune 27, 2020 , respectively. The increase for both periods was primarily driven by a richer mix of sales, including high-end Ryzen, Radeon and EPYC processor sales. Expenses Research and Development Expenses Research and development expenses of$659 million for the three months endedJune 26, 2021 increased by$199 million , or 43%, compared to$460 million for the prior year period. Research and development expenses of$1,269 million for the six months endedJune 26, 2021 increased by$367 million , or 41%, compared to$902 million for the prior year period. The increase for both periods was primarily driven by an increase in product development costs in both the Computing and Graphics and Enterprise, Embedded and Semi-Custom segments due to an increase in headcount and higher annual employee incentives driven by our improved financial performance. Marketing, General and Administrative Expenses Marketing, general and administrative expenses of$341 million for the three months endedJune 26, 2021 increased by$126 million , or 59%, compared to$215 million for the prior year period. Marketing, general and administrative expenses of$660 million for the six months endedJune 26, 2021 increased by$246 million , or 59%, compared to$414 million for the prior year period. The increase for both periods was primarily due to an increase in go-to-market activities in both the Computing and Graphics and Enterprise, Embedded and Semi-Custom segments, and an increase in headcount and higher annual employee incentives driven by our improved financial performance. In addition, in connection with our pending acquisition of Xilinx, Inc., we incurred$10 million and$25 million of acquisition-related costs for the three and six months endedJune 26, 2021 , respectively. Licensing Gain During the three and six months endedJune 26, 2021 , we recognized$1 million and$5 million , respectively, of royalty income associated with the licensed IP to the THATIC JV. Interest Expense Interest expense for the three months endedJune 26, 2021 was$10 million compared to$14 million for the prior year period. Interest expense for the six months endedJune 26, 2021 was$19 million compared to$27 million for the prior year period. The decrease for both periods was due to lower debt balances as a result of conversions by the holders of our 2.125% Convertible Senior Notes due 2026. Other Income (Expense), Net Other income, net for the three months endedJune 26, 2021 , was zero compared to$1 million of Other income, net for the prior year period. Other expense, net was$11 million for the six months endedJune 26, 2021 , compared to$5 million of Other income, net for the prior year period. The change was primarily due to an impairment charge of$8 million associated with an equity investment and a loss on conversion of our convertible debt instruments of$6 million in the current period. Income Tax Provision We recorded an income tax provision of$113 million and$4 million for the three months endedJune 26, 2021 andJune 27, 2020 , respectively, representing effective tax rates of 13.7% and 2.5%, respectively. The increase in income tax expense and effective tax rate in the current year period was due to significantly higher income inthe United States , partially offset by the foreign-derived intangible income benefit, research and development tax credits, and excess tax benefit for stock-based compensation. The lower income tax expense and effective tax rate for the prior year period was due to a full valuation allowance inthe United States during 2020, a significant portion of which was released by us in the fourth quarter of 2020. As ofJune 26, 2021 , we continue to maintain a valuation allowance for certain federal, state, and foreign tax attributes. The federal valuation allowance maintained is due to limitations under Internal Revenue Code Section 23 -------------------------------------------------------------------------------- Table of Contents 382 or 383, separate return loss year rules, or dual consolidated loss rules. The state and foreign valuation allowance maintained is due to lack of sufficient sources of taxable income. FINANCIAL CONDITION Liquidity and Capital Resources As ofJune 26, 2021 , our cash, cash equivalents and short-term investments were$3.8 billion , compared to$2.3 billion as ofDecember 26, 2020 . The percentage of cash, cash equivalents and short-term investments held domestically were 93% and 94% as ofJune 26, 2021 andDecember 26, 2020 , respectively. Our operating, investing and financing activities for the six months endedJune 26, 2021 compared to the prior year period are as described below: Six Months Ended June 26, June 27, 2021 2020 (In millions) Net cash provided by (used in): Operating activities$ 1,850 $ 178 Investing activities (603) (109) Financing activities (219) 240
Net increase (decrease) in cash, cash equivalents, and restricted
$ 309
cash
Our aggregate principal debt obligations were$313 million and$338 million as ofJune 26, 2021 andDecember 26, 2020 , respectively. We believe our cash, cash equivalents and short-term investments along with our Revolving Credit Facility will be sufficient to fund current and long-term operations, including capital expenditures, over the next 12 months and beyond. We believe we will be able to access the capital markets should we require additional funds. However, we cannot assure that such funds will be available on favorable terms, or at all. Operating Activities Our working capital cash inflows and outflows from operations are primarily cash collections from our customers, payments for inventory purchases and payments for employee-related expenditures. Net cash provided by operating activities was$1.9 billion in the six months endedJune 26, 2021 , primarily due to our net income of$1.3 billion , adjusted for non-cash and non-operating charges of$562 million and net cash inflows of$23 million from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities included a$346 million increase in accounts payable due to an increase in inventory purchases, a$90 million increase in accrued liabilities and other driven primarily by higher customer-related accruals, partially offset by a$366 million increase in inventories driven by an increase in product build in support of customer demand. Net cash used in operating activities was$178 million for the six months endedJune 27, 2020 , primarily due to our net income of$319 million , adjusted for non-cash and non-operating charges of$321 million and net cash outflows of$462 million from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities included a$342 million increase in inventories driven by an increase in product build in support of customer demand, and a$201 million decrease in accounts payable due to timing of payments to our suppliers. Investing Activities Net cash used in investing activities was$603 million for the six months endedJune 26, 2021 which primarily consisted of$1.1 billion for purchases of short-term investments and$130 million for purchases of property and equipment, partially offset by$655 million for maturities of short-term investments. Net cash used in investing activities was$109 million for the six months endedJune 27, 2020 which primarily consisted of$146 million for purchases of property and equipment and$55 million for purchases of short-term investments, partially offset by$92 million for maturities of short-term investments. 24 -------------------------------------------------------------------------------- Table of Contents Financing Activities Net cash used in financing activities was$219 million for the six months endedJune 26, 2021 , which primarily consisted of common stock repurchases of$256 million and repurchases for tax withholding on employee equity plans of$14 million , partially offset by a cash inflow of$51 million from issuance of common stock under our employee equity plans. Net cash provided by financing activities was$240 million for the six months endedJune 27, 2020 , which primarily consisted of proceeds from short-term borrowing of$200 million and from the issuance of common stock under our employee equity plans of$42 million . Contractual Obligations The following table summarizes our consolidated principal contractual cash obligations, as ofJune 26, 2021 , and is supplemented by the discussion following the table: Payment due by period Remainder of 2026 and (In millions) Total 2021 2022 2023 2024 2025 thereafter Term debt (1)$ 313 $ -$ 312 $ - $ - $ - $ 1 Aggregate interest obligation (2) 38 12 24 1 1 - - Other long-term liabilities (3) 127 19 66 20 10 9 3 Operating leases 344 34 69 62 53 44 82 Purchase obligations (4) 5,889 3,185 1,088 662 586 94 274 Total contractual obligations (5)$ 6,711 $ 3,250 $ 1,559 $ 745 $ 650 $ 147 $ 360 (1) See Note 5 - Debt and Revolving Credit Facility of the Notes to Condensed Consolidated Financial Statements for additional information.
(2) Represents interest obligations, payable in cash, for our outstanding debt.
(3) Amounts primarily represent future fixed and non-cancellable cash payments
associated with software technology and licenses and IP
licenses, including the
payments due within the next 12 months.
(4) Represents purchase obligations for goods and services where payments are based, in
part, on the volume or type of services we acquire. In those
cases, we only included
the minimum volume of purchase obligations in the table above.
Purchase orders for
goods and services that are cancellable upon notice and without
significant
penalties are not included in the amounts above.
(5) Total amount excludes contractual obligations already recorded on our consolidated
balance sheets, except for debt obligations, operating leases,
and other liabilities
related to software and technology licenses and IP licenses. Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance withU.S. generally accepted accounting principles (U.S. GAAP). The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts in our condensed consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to our revenue, inventories, goodwill and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual results have historically been reasonably consistent with management's expectations, the actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions. Management believes there have been no significant changes for the three and six months endedJune 26, 2021 to the items that we disclosed as our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year endedDecember 26, 2020 . 25
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