Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 and cash flows from operations together with the availability under the revolving credit facility (the Revolving Credit Agreement) and commercial paper program will be sufficient to fund AMD’s operations including capital expenditures and purchase commitments over the next 12 months and beyond; AMD’s ability to access capital markets should it require additional funds; 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; a small number of customers will continue to account for a substantial part of AMD’s revenue in the future; the legal and regulatory environment relating to emerging technologies; and AMD expects to fund stock repurchases through cash generated from operations. 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 in “Part I, Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, and such other risks and uncertainties as set forth below in this report or detailed in our other Securities and Exchange Commission (SEC) reports and filings. We assume no obligation to update forward-looking statements.

References in this Quarterly Report on Form 10-Q to “AMD,” “we,” “us,” “management,” “our” or the “Company” mean Advanced Micro Devices, Inc. and our consolidated subsidiaries.

AMD, the AMD Arrow logo, Alveo, Athlon, EPYC, FidelityFX, Kria, Radeon, Ryzen, Versal, Xilinx and combinations thereof are trademarks of Advanced Micro Devices, Inc. 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 codename 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 of December 31, 2022 and December 25, 2021, and for each of the three years for the period ended December 31, 2022 as filed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Overview and Recent Developments

We are a global semiconductor company primarily offering:

• server microprocessors (CPUs) and graphics processing units (GPUs), data processing units (DPUs), Field Programmable Gate Arrays (FPGAs) and Adaptive System-on-Chip (SoC) products for data centers;

• CPUs, accelerated processing units (APUs) that integrate CPUs and GPUs, and chipsets for desktop and notebook personal computers;

• discrete GPUs, semi-custom SoC products and development services; and

• embedded CPUs, GPUs, APUs, FPGAs, and Adaptive SoC products.

From time to time, we may also sell or license portions of our intellectual property (IP) portfolio.

In this section, we will describe the general financial condition and the results of operations of Advanced 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 nine months ended September 30, 2023 compared to the prior year period and an analysis of changes in our financial condition.

Net revenue for the three months ended September 30, 2023 was $5.8 billion, a 4% increase compared to the prior year period. The increase in net revenue was driven mainly by a 42% increase in Client segment revenue primarily due to higher Ryzen mobile processor sales as PC market conditions improved, partially offset by an 8% decrease in Gaming segment revenue primarily due to lower semi-custom product revenue, and a 5% decrease in Embedded segment revenue primarily due to lower sales in the communications market.

Gross margin for the three months ended September 30, 2023 was 47% compared to gross margin of 42% for the prior year period. The increase in gross margin was primarily driven by lower amortization of acquisition-related intangible assets, higher Client segment revenue and product mix.

Operating income for the three months ended September 30, 2023 was $224 million compared to operating loss of $64 million for the prior year period. Net income for the three months ended September 30, 2023 was $299 million compared to net income of $66 million for the prior year period. The increase in operating and net income was primarily driven by higher Client segment revenue and lower amortization of acquisition-related intangible assets.

We introduced a number of new products during the third quarter of 2023, including the new AMD Radeon™ PRO W7000 Series: the AMD Radeon PRO W7600 and AMD Radeon PRO W7500. We designed these workstation graphics cards for mainstream professional workflows. We also unveiled the AMD Radeon RX 7800 XT and Radeon RX 7700 XT graphics cards optimized to deliver high-performance and high-refresh 1440p gaming experiences along with AMD FidelityFX™ Super Resolution 3 designed to offer performance boosts in supported games. We announced the availability of the new AMD EPYC™ 8004 Series processors that bring the “Zen 4c” core into a purpose-built CPU, enabling hardware providers to create energy efficient and differentiated platforms. For our adaptive System-on-Modules (SOMs), we announced the addition of AMD Kria™ K24 SOM and KD240 Drives Starter Kit which offer power-efficient compute in a small factor and target cost-sensitive industrial and commercial edge applications. We also announced the AMD Alveo™ UL3524 accelerator card, a new fintech accelerator designed for ultra-low latency electronic trading applications providing execution performance at nanosecond speed.

As of September 30, 2023 our cash, cash equivalents and short-term investments were $5.8 billion compared to $5.9 billion as of December 31, 2022. During the nine months ended September 30, 2023, we generated $1.3 billion of cash from operating activities, and returned $752 million to shareholders through our stock repurchase program. We have an approved stock repurchase program authorizing repurchases of up to $12 billion of our common stock (Repurchase Program), of which $5.8 billion remains available for future stock repurchases as of September 30, 2023.

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.

Critical Accounting Policies and 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 with U.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 consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to our revenue, inventories, goodwill, long-lived and intangible assets, 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 nine months ended September 30, 2023 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 ended December 31, 2022.

Results of Operations

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												Nine Months Ended
			September 30, 2023						September 24, 2022						September 30, 2023						September 24, 2022
			(In millions)
Net revenue:
Data Center			$	1,598					$	1,609					$	4,214					$	4,388
Client			1,453						1,022						3,190						5,298
Gaming			1,506						1,631						4,844						5,161
Embedded			1,243						1,303						4,264						3,155
Total net revenue			$	5,800					$	5,565					$	16,512					$	18,002
Operating income (loss):
Data Center			$	306					$	505					$	601					$	1,404
Client			140						(26)						(101)						1,342
Gaming			208						142						747						687
Embedded			612						635						2,167						1,553
All Other			(1,042)						(1,320)						(3,355)						(3,573)
Total operating income (loss)			$	224					$	(64)					$	59					$	1,413

Data Center

Data Center net revenue of $1.6 billion for the three months ended September 30, 2023 was flat, compared to net revenue of $1.6 billion for the prior year period. Higher sales of EPYC processors was offset by lower sales of adaptive SoC data center products.

Data Center net revenue of $4.2 billion for the nine months ended September 30, 2023 decreased by 4%, compared to net revenue of $4.4 billion for the prior year period primarily due to lower EPYC processor sales.

Data Center operating income was $306 million for the three months ended September 30, 2023, compared to operating income of $505 million for the prior year period. The decrease in operating income was primarily due to increased Research and Development (R&D) investment in artificial intelligence (AI) and product mix.

Data Center operating income was $601 million for the nine months ended September 30, 2023, compared to operating income of $1.4 billion for the prior year period. The decrease in operating income was primarily due to lower revenue and increased investment in R&D.

Client

Client net revenue of $1.5 billion for the three months ended September 30, 2023 increased by 42%, compared to net revenue of $1.0 billion for the prior year period, primarily due to a 62% increase in unit shipments driven by higher Ryzen mobile processor sales as PC market conditions improved, partially offset by a 10% decrease in average selling price.

Client net revenue of $3.2 billion for the nine months ended September 30, 2023 decreased by 40%, compared to net revenue of $5.3 billion for the prior year period, primarily due to a 19% decrease in average selling price and a 27% decrease in unit shipments driven by lower Ryzen processor sales. The decrease in shipments and average selling price resulted from a weaker PC market and inventory correction across the PC supply chain impacting the first half of 2023.

Client operating income was $140 million for the three months ended September 30, 2023, compared to operating loss of $26 million for the prior year period. The increase in operating income was primarily driven by higher revenue and lower operating expenses.

Client operating loss was $101 million for the nine months ended September 30, 2023, compared to operating income of $1.3 billion for the prior year period. The decrease in operating income was primarily due to lower revenue.

Gaming

Gaming net revenue of $1.5 billion for the three months ended September 30, 2023 decreased by 8%, compared to net revenue of $1.6 billion for the prior year period, primarily due to lower semi-custom product revenue, partially offset by higher Radeon GPU sales.

Gaming net revenue of $4.8 billion for the nine months ended September 30, 2023 decreased by 6%, compared to net revenue of $5.2 billion for the prior year period, primarily due to lower gaming graphics revenue.

Gaming operating income was $208 million for the three months ended September 30, 2023, compared to operating income of $142 million for the prior year period. The increase in operating income was primarily driven by higher Radeon GPU sales.

Gaming operating income was $747 million for the nine months ended September 30, 2023, compared to operating income of $687 million for the prior year period. The increase in operating income was primarily driven by product mix.

Embedded

Embedded net revenue of $1.2 billion for the three months ended September 30, 2023 decreased by 5%, compared to net revenue of $1.3 billion for the prior year period. The decrease in net revenue was primarily due to lower revenue in the communications market.

Embedded net revenue of $4.3 billion for the nine months ended September 30, 2023 increased by 35%, compared to net revenue of $3.2 billion for the prior year period. The increase in net revenue was primarily driven by the inclusion of embedded product revenue from Xilinx, Inc. (Xilinx) for the full nine months period in 2023 as compared to a partial period from February 14, 2022 (the Xilinx Acquisition Date) in the prior year period.

Embedded operating income was $612 million for the three months ended September 30, 2023, compared to operating income of $635 million for the prior year period, the decrease was primarily due to increased investment in R&D.

Embedded operating income was $2.2 billion for the nine months ended September 30, 2023, compared to operating income of $1.6 billion for the prior year period. The increase in operating income was primarily driven by the inclusion of Xilinx for the full nine months period as compared to a partial period from the Xilinx Acquisition Date in the prior year period.

All Other

All Other operating loss of $1.0 billion for the three months ended September 30, 2023 primarily consisted of $660 million of amortization of acquisition-related intangibles, $353 million of stock-based compensation expense, and $39 million of acquisition-related costs. All Other operating loss of $1.3 billion for the prior year period primarily consisted of $1.0 billion of amortization of acquisition-related intangibles, $275 million of stock-based compensation expense, and $51 million of acquisition-related costs.

All Other operating loss of $3.4 billion for the nine months ended September 30, 2023 primarily consisted of $2.2 billion of amortization of acquisition-related intangibles, $1.0 billion of stock-based compensation expense, and $184 million of acquisition-related costs. All Other operating loss of $3.6 billion for the prior year period primarily consisted of $2.5 billion of amortization of acquisition-related intangibles, $766 million of stock-based compensation expense, $400 million of acquisition-related costs, and $97 million of licensing gain.

Acquisition-related costs primarily include transaction costs, purchase price adjustments for inventory, certain compensation charges, contract termination and workforce rebalancing charges.

International Sales

International sales as a percentage of net revenue were 68% and 62% for the three months ended September 30, 2023 and September 24, 2022, respectively. International sales as a percentage of net revenue was 67% for both the nine month periods ended September 30, 2023 and September 24, 2022. 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 in U.S. dollars.

Comparison of Gross Margin, Expenses, Licensing Gain, Interest Expense, Other Income (Expense) and Income Taxes

The following is a summary of certain condensed consolidated statement of operations data for the periods indicated:

			Three Months Ended												Nine Months Ended
			September 30, 2023						September 24, 2022						September 30, 2023						September 24, 2022
Net revenue			$	5,800					$	5,565					$	16,512					$	18,002
Cost of sales			2,843						2,799						8,236						8,797
Amortization of acquisition-related intangibles			210						412						727						1,005
Gross profit			2,747						2,354						7,549						8,200
Gross margin			47		%				42		%				46		%				46		%
Research and development			1,507						1,279						4,361						3,639
Marketing, general and administrative			576						557						1,708						1,746
Amortization of acquisition-related intangibles			450						590						1,449						1,499
Licensing gain			(10)						(8)						(28)						(97)
Interest expense			(26)						(31)						(79)						(69)
Other income (expense), net			59						22						148						(24)
Income tax provision (benefit)			(39)						(135)						(49)						32
Equity income in investee			3						4						10						11

Gross Margin

Gross margin was 47% and 42% for the three months ended September 30, 2023 and September 24, 2022, respectively. The increase in gross margin was primarily driven by lower amortization of acquisition-related intangible assets, higher Client segment revenue and product mix.

Gross margin remained flat at 46% for the nine months ended September 30, 2023 and September 24, 2022, primarily due to higher Embedded segment performance and lower amortization of acquisition-related intangible assets, partially offset by lower Client segment performance.

Expenses

Research and Development Expenses

Research and development expenses of $1.5 billion for the three months ended September 30, 2023 increased by $228 million, or 18%, compared to $1.3 billion for the prior year period. Research and development expenses of $4.4 billion for the nine months ended September 30, 2023 increased by $722 million, or 20%, compared to $3.6 billion for the prior year period. The increase in both periods was primarily driven by an increase in employee-related costs due to an increase in headcount to support increased investment in AI.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses of $576 million for the three months ended September 30, 2023 increased by $19 million, or 3%, compared to $557 million for the prior year period, primarily due to an increase in employee-related costs.

Marketing, general and administrative expenses of $1.7 billion for the nine months ended September 30, 2023 decreased by $38 million, or 2%, compared to $1.7 billion for the prior year period, primarily due to a decrease in acquisition-related costs.

Amortization of Acquisition-Related Intangibles

Amortization of acquisition-related intangibles of $660 million for the three months ended September 30, 2023 decreased by $342 million, or 34%, compared to $1.0 billion for the prior year period. Amortization of acquisition-related intangibles of $2.2 billion for the nine months ended September 30, 2023 decreased by $328 million or 13% compared to $2.5 billion amortization for the prior year period. The decrease was primarily due to certain acquisition-related intangibles being fully amortized in the first half of the current fiscal year.

Licensing Gain

During the three and nine months ended September 30, 2023, we recognized $10 million and $28 million of licensing gain from royalty income associated with certain intellectual property licensed to two joint ventures in which we have an equity interest in with Higon Information Technology Co., Ltd., a third-party Chinese entity (Licensed IP). During the three and nine months ended September 24, 2022, we recognized $8 million of licensing gain from royalty income and $97 million of licensing gain from a milestone achievement and royalty income associated with the Licensed IP.

Interest Expense

Interest expense for the three months ended September 30, 2023 and September 24, 2022 was $26 million and $31 million, respectively, the decrease was primarily due to the 7.5% Senior Notes due 2022, which matured and were repaid in 2022.

Interest expense for the nine months ended September 30, 2023 and September 24, 2022 was $79 million and $69 million, respectively, the increase was primarily due to interest expense from the 3.924% Senior Notes Due 2032 (3.924% Notes) and the 4.393% Senior Notes Due 2052 (4.393% Notes) that were issued in June 2022.

Other Income (Expense), Net

Other income (expense), net is primarily comprised of interest income from short-term investments, changes in valuation of equity investments, and foreign currency transaction gains and losses.

Other income, net for the three and nine months ended September 30, 2023 was $59 million and $148 million, respectively, primarily due to interest income driven by rising interest rates.

Other income, net for the three months ended September 24, 2022 was $22 million, primarily due to interest income driven by rising interest rates. Other expenses, net for the nine months ended September 24, 2022 was $24 million, primarily due to a $57 million decrease in the fair value of equity investments, partially offset by $33 million of interest income driven by rising interest rates.

Income Tax Provision (Benefit)

We determine income taxes for interim reporting periods by applying our estimated annual effective tax rate to the year-to-date results and adjusted for tax items discrete to each period. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate for the three and nine months ended September 30, 2023 and September 24, 2022 was primarily due to the income tax benefit from foreign-derived intangible income (FDII) and research and development tax credits.

We recorded an income tax benefit of $39 million and $49 million for the three and nine months ended September 30, 2023, respectively, representing effective tax rates of (15.2)% and (35.8)%, respectively. We recorded the tax effects of stock-based compensation, uncertain tax positions, and other items discrete to the period resulting in income tax benefit of $17 million and $29 million for the three and nine months ended September 30, 2023, respectively.

We recorded an income tax benefit of $135 million and a provision of $32 million for the three and nine months ended September 24, 2022, representing effective tax rates of 195.7% and 2.4%, respectively. For the three and nine months ended September 24, 2022, the impact of tax items discrete to the periods was not material to the total tax expense or the effective tax rate.

FINANCIAL CONDITION

Liquidity and Capital Resources

As of September 30, 2023 and December 31, 2022, our cash, cash equivalents and short-term investments were $5.8 billion and $5.9 billion, respectively. The percentage of cash, cash equivalents and short-term investments held domestically as of September 30, 2023 and December 31, 2022 were 81% and 73%, respectively.

Our operating, investing and financing activities for the nine months ended September 30, 2023 compared to the prior year period are as described below:

			Nine Months Ended
			September 30, 2023						September 24, 2022
			(In millions)
Net cash provided by (used in):
Operating activities			$	1,286					$	2,998
Investing activities			(1,573)						932
Financing activities			(987)						(3,067)
Net (decrease) increase in cash and cash equivalents			$	(1,274)					$	863

We have $3.0 billion available under an unsecured revolving credit agreement (Revolving Credit Agreement) that expires on April 29, 2027. No funds were drawn from this credit facility during the nine months ended September 30, 2023.

We also have a commercial paper program where we may issue unsecured commercial paper notes up to a maximum principal amount outstanding, at any time, of $3.0 billion, with a maturity of up to 397 days from the date of issue. We did not issue any commercial paper during the nine months ended September 30, 2023.

As of September 30, 2023, our principal debt obligations were $2.5 billion. Our 2.95% Notes with a principal amount of $750 million are due in June 2024.

As of September 30, 2023, we had unconditional purchase commitments of approximately $5.0 billion, of which $2.4 billion are for the remainder of fiscal year 2023. On an ongoing basis, we work with our suppliers on the timing of payments and deliveries of purchase commitments, taking into account business conditions.

We believe our cash, cash equivalents, short-term investments and cash flows from operations along with our Revolving Credit Agreement and commercial paper program will be sufficient to fund operations, including capital expenditures and purchase commitments, 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 $1.3 billion in the nine months ended September 30, 2023, primarily due to our net income of $187 million, adjusted for non-cash and non-operating charges of $2.9 billion and net cash outflows of $1.8 billion from changes in our operating assets and liabilities. The primary driver of the change in operating assets and liabilities was a $929 million increase in accounts receivable driven primarily by higher revenue in the last month of the quarter ended September 30, 2023 compared to the last month of the quarter ended December 31, 2022, and a $674 million increase in inventory primarily to support the continued ramp of Data Center and Client products in advanced process technology nodes.

Net cash provided by operating activities was $3.0 billion in the nine months ended September 24, 2022, primarily due to our net income of $1.3 billion, adjusted for non-cash and non-operating charges of $2.7 billion and net cash outflows of $1.0 billion from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities included a $1.3 billion increase in accounts receivable driven primarily by higher revenue in the first three quarters of 2022, a $997 million increase in inventory primarily driven by product build in the Client segment, partially offset by a $994 million increase in accrued liabilities and other driven primarily by higher customer-related accruals.

Investing Activities

Net cash used in investing activities was $1.6 billion for the nine months ended September 30, 2023 which primarily consisted of cash used in the purchases of short-term investments of $3.3 billion and purchases of property and equipment of $407 million, partially offset by $2.2 billion of proceeds from the maturity and sale of short-term investments.

Net cash provided by investing activities was $932 million for the nine months ended September 24, 2022 which primarily consisted of $2.4 billion of cash received from Xilinx and $2.9 billion of proceeds from the maturity of short-term investments, partially offset by cash used in the acquisition of Pensando Systems, Inc. of $1.6 billion, purchases of short-term investments of $2.4 billion and purchases of property and equipment of $326 million.

Financing Activities

Net cash used in financing activities was $987 million for the nine months ended September 30, 2023, which primarily consisted of common stock repurchases of $752 million and repurchases for tax withholding on employee equity plans of $382 million, partially offset by a cash inflow of $148 million from issuance of common stock under our employee equity plans.

Net cash used in financing activities was $3.1 billion for the nine months ended September 24, 2022, which primarily consisted of common stock repurchases of $3.5 billion and repurchases for tax withholding on employee equity plans of $371 million and repayment of debt of $312 million, partially offset by proceeds from the issuance of debt of $991 million and a cash inflow of $79 million from issuance of common stock under our employee equity plans.