Advanced Micro Devices 10-Q 2025-09-27

Filed 2025-11-05. 8 sections, 263K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-07882

amdlogoa15.jpg

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware94-1692300
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

2485 Augustine Drive

Santa Clara, California 95054

(Address of principal executive offices)(Zip Code)

(408) 749-4000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareAMDThe Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of October 30, 2025: 1,628,041,540

INDEX

Page No.
Part I Financial Information
Item 1Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations3
Condensed Consolidated Statements of Comprehensive Income4
Condensed Consolidated Balance Sheets5
Condensed Consolidated Statements of Cash Flows6
Condensed Consolidated Statements of Stockholders’ Equity8
Notes to Condensed Consolidated Financial Statements9
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3Quantitative and Qualitative Disclosures about Market Risk32
Item 4Controls and Procedures32
Part II Other Information
Item 1Legal Proceedings34
Item 1ARisk Factors34
Item 2Unregistered Sales of Equity Securities and Use of Proceeds60
Item 5Other Information60
Item 6Exhibits61
Signature62

PART I. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Advanced Micro Devices, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(In millions, except per share amounts)
Net revenue$9,246$6,819$24,369$18,127
Cost of sales4,2063,16712,0238,590
Amortization of acquisition-related intangibles260233771694
Total cost of sales4,4663,40012,7949,284
Gross profit4,7803,41911,5758,843
Research and development2,1391,6365,7614,744
Marketing, general and administrative1,0697072,9461,954
Amortization of acquisition-related intangibles3023529261,116
Total operating expenses3,5102,6959,6337,814
Operating income1,2707241,9421,029
Interest expense(37)(23)(95)(73)
Other income (expense), net8236219144
Income from continuing operations before income taxes and equity income1,3157372,0661,100
Income tax provision (benefit)153(27)(558)(38)
Equity income in investee1072521
Income from continuing operations, net of tax1,1727712,6491,159
Income from discontinued operations, net of tax71—175—
Net income$1,243$771$2,824$1,159
Earnings per share
Earnings from continuing operations - basic$0.72$0.48$1.63$0.72
Earnings from discontinued operations - basic0.04—0.11—
Basic earnings per share$0.76$0.48$1.74$0.72
Earnings from continuing operations - diluted$0.71$0.47$1.62$0.71
Earnings from discontinued operations - diluted0.04—0.11—
Diluted earnings per share$0.75$0.47$1.73$0.71
Shares used in per share calculation
Basic1,6261,6201,6231,619
Diluted1,6411,6361,6321,638

See accompanying notes.

Advanced Micro Devices, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(In millions)
Net income$1,243$771$2,824$1159
Other comprehensive income, net of tax:
Net change in unrealized gains (losses) on cash flow hedges(23)315612
Total comprehensive income$1,220$802$2,880$1,171

See accompanying notes.

Advanced Micro Devices, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

September 27, 2025December 28, 2024
(In millions, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents$4,808$3,787
Short-term investments2,4351,345
Accounts receivable, net6,2016,192
Inventories7,3135,734
Assets held for sale3,990—
Prepaid expenses and other current assets2,2531,991
Total current assets27,00019,049
Property and equipment, net2,2051,802
Goodwill25,08324,839
Acquisition-related intangibles, net17,25018,930
Deferred tax assets633688
Other non-current assets4,7203,918
Total assets$76,891$69,226
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$3,483$2,466
Accrued liabilities5,1124,260
Current portion of long-term debt, net873—
Liabilities held for sale1,908—
Other current liabilities324555
Total current liabilities11,7007,281
Long-term debt, net2,3471,721
Long-term operating lease liabilities650491
Deferred tax liabilities326349
Other long-term liabilities1,0781,816
Commitments and con

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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; AMD’s strategy and expected benefits; the growth, change and competitive landscape of the markets in which AMD participates; the expectation that international sales will continue to be a significant portion of total sales in the foreseeable future; the expectation that AMD’s cash, cash equivalents, short-term investments and cash flows from operations along with our revolving credit facility and our commercial paper program will be sufficient to fund AMD’s operations, capital expenditures, commitments and strategic activities over the next 12 months and beyond; AMD’s ability to access capital markets; AMD’s expectation that based on management’s current knowledge, the potential liability related to AMD’s current litigation will not have a material adverse effect on its financial positions, results of operation or cash flows; anticipated ongoing and increased costs related to enhancing and implementing information security controls; the expectation that revenue allocated to remaining performance obligations that are unsatisfied will be recognized in the next 12 months; that a small number of customers will continue to account for a substantial part of AMD’s revenue in the future; the expected implications from the development of the legal and regulatory environment relating to emerging technologies, such as AI; AMD’s ability to achieve its corporate responsibility initiatives; compliance costs associated with new or developing sustainability laws and requirements; expected future AI trends and developments; the expected benefits of AMD’s acquisition of ZT Group Int’l, Inc. (ZT Systems); the extent of impact of export restrictions imposed on by the U.S. on our business; and AMD’s expectation 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, AMD Instinct, EPYC, Radeon, Ryzen, 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 28, 2024 and December 30, 2023, and for each of the three years for the period ended December 28, 2024 as filed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

Overview and Recent Developments

We are a global semiconductor company primarily offering:

  • Artificial Intelligence (AI) accelerators, microprocessors (CPUs) for servers, graphics processing units (GPUs), accelerated processing units (APUs), data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), Smart Network Interface Cards (SmartNICs) and Adaptive System-on-Chip (SoC) products for data centers;

  • CPUs, APUs, chipsets for desktops and notebooks, discrete GPUs, semi-custom SoC products and development services; and

  • embedded CPUs, GPUs, APUs, FPGAs, System on Modules (SOMs), 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, “we”, “us,” “our”, “AMD” or the “Company”), including a discussion of our results of operations for the three and nine months ended September 27, 2025 compared to the prior year period and an analysis of changes in our financial condition.

Net revenue for the three months ended September 27, 2025 was $9.2 billion, a 36% increase compared to the prior year period. The increase in net revenue was driven by an increase in Client and Gaming segment revenue, primarily driven by strong demand for our AMD Ryzen™ processors, semi-custom game console SoCs and Radeon™ gaming GPUs; and an increase in Data Center segment revenue primarily driven by strong demand for our 5th generation AMD EPYC™ processors and AMD Instinct™ MI350 Series GPUs. Embedded segment revenue decreased as certain end market demand remained mixed.

Gross margin for the three months ended September 27, 2025 was 52% compared to gross margin of 50% for the prior year period, a 2% increase primarily driven by product mix.

Operating income for the three months ended September 27, 2025 was $1.3 billion compared to operating income of $724 million for the prior year period. The increase in operating income was due to higher gross profit, partially offset by higher operating expenses. Net income for the three months ended September 27, 2025 was $1.2 billion compared to net income of $771 million for the prior year period. The increase in net income was primarily driven by higher operating income.

As of September 27, 2025, our cash, cash equivalents and short-term investments were $7.2 billion compared to $5.1 billion as of December 28, 2024. During the nine months ended September 27, 2025, we generated $5.1 billion of cash from operating activities and we returned $1.3 billion to stockholders through the repurchase of common stock under our Repurchase Program.

On March 31, 2025 (the Acquisition Date), we completed the acquisition of ZT Group Int’l, Inc. (ZT Systems), which is expected to enable AMD to deliver end-to-end AI solutions and accelerate the design and deployment of AMD-powered AI infrastructure at scale optimized for the cloud. On the Acquisition Date, we paid $3.2 billion in cash and issued 8,335,849 shares of our common stock. ZT Systems is comprised of the data center infrastructure manufacturing business (ZT Manufacturing Business), which was classified as held for sale, and the design operations (ZT Design Business).

On October 27, 2025, we completed the sale of the ZT Manufacturing Business to Sanmina Corporation (Sanmina) for 1,151,052 shares of Sanmina common stock and $2.4 billion in cash, subject to certain purchase price adjustments, as closing consideration. We are eligible to receive additional cash consideration of up to $450 million to the extent certain conditions are met following the close of the sale.

On October 30, 2025, we settled the contingent consideration liability associated with the acquisition of ZT Systems of $300 million in cash and 740,961 shares of the Company’s common stock with the former ZT Systems stockholders and warrant holders.

On October 5, 2025, the Company issued to OpenAI OpCo, LLC (the Warrantholder) a warrant to purchase up to an aggregate of 160 million shares of the Company’s common stock at an exercise price of $0.01 per share. The warrant shares will vest in tranches based on certain GPU purchase milestones by the Warrantholder, or its affiliates, or indirectly through third parties, and achievement of specified Company stock price targets and stock performance. Each vested tranche is further subject to the fulfillment of certain other technical and commercial conditions prior to exercise. Subject to certain conditions, the warrant is exercisable through October 5, 2030.

In April 2025, new U.S. export restrictions on certain semiconductors to China led to approximately $800 million in product inventory and related charges on AMD Instinct MI308 Data Center GPU products during the second quarter of fiscal year 2025. We applied for and were granted some licenses by the U.S. government that allow us to ship MI308 products to certain China-based customers. We did not record MI308 China-based customer revenue during the three months ended September 27, 2025. Sales of our MI308 products into China depend on customer demand, China’s import control rules and our ability to obtain licenses.

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 ongoing basis, including those related to our revenue, inventories, goodwill, long-lived and intangible assets, business combination accounting 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.

Other than the estimates used in accounting for business combinations, management believes there have been no significant changes for the three and nine months ended September 27, 2025 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 28, 2024.

Business Combinations. We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to assets and liabilities held for sale, intangible assets and contingent consideration. Significant estimates and inputs used in valuing acquired assets and liabilities held for sale, developed technology, and other identifiable intangible assets include, but are not limited to, expected future revenue, future changes in technology, useful lives, and risk-adjusted discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over their useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized.

Results of Continuing Operations

Beginning with the fiscal year ending December 27, 2025, we combined the Client and Gaming segments into one reportable segment to align with how we manage our business. Neither of the Client and Gaming businesses qualify as a separate reportable operating segment, however, we continue to separately disclose revenues for each business. All prior period segment data were retrospectively adjusted.

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 EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(In millions)
Net revenue:
Data Center$4,341$3,549$11,255$8,720
Client and Gaming
Client$2,750$1,881$7,543$4,741
Gaming1,2984623,0672,032
Total Client and Gaming4,0482,34310,6106,773
Embedded8579272,5042,634
Total net revenue$9,246$6,819$24,369$18,127
Cost of sales and operating expenses:
Data Center$3,267$2,508$9,404$6,395
Client and Gaming3,1812,0558,4806,082
Embedded5745551,6181,575
All other9549772,9253,046
Total cost of sales and operating expenses$7,976$6,095$22,427$17,098
Operating income (loss):
Data Center$1,074$1,041$1,851$2,325
Client and Gaming8672882,130691
Embedded2833728861,059
All other(954)(977)(2,925)(3,046)
Total operating income$1,270$724$1,942$1,029

Data Center

Data Center net revenue of $4.3 billion for the three months ended September 27, 2025 increased by 22%, compared to net revenue of $3.5 billion for the prior year period. Data Center net revenue of $11.3 billion for the nine months ended September 27, 2025 increased by 29%, compared to net revenue of $8.7 billion for the prior year period. The increase in both periods was primarily driven by strong demand for our 5th generation AMD EPYC™ processors and AMD Instinct™ MI350 Series GPUs.

Data Center operating income was $1.1 billion for the three months ended September 27, 2025, compared to operating income of $1.0 billion for the prior year period. The increase in operating income was primarily due to higher revenue, partially offset by higher operating expenses.

Data Center operating income was $1.9 billion for the nine months ended September 27, 2025, compared to operating income of $2.3 billion for the prior year period. The decrease in operating income was primarily due to approximately $800 million of inventory and related charges associated with the U.S. government export control on AMD Instinct MI308 GPU product and higher operating expenses, partially offset by higher revenue.

Client and Gaming

Client and Gaming net revenue of $4.0 billion for the three months ended September 27, 2025 increased by 73%, compared to net revenue of $2.3 billion for the prior year period. Client and Gaming net revenue of $10.6 billion for the nine months ended September 27, 2025 increased by 57%, compared to net revenue of $6.8 billion for the prior year period.

Client revenue for the three months ended September 27, 2025 was $2.8 billion, up 46% from the prior year period, primarily driven by a 38% increase in average selling price, and a 4% increase in unit shipments of AMD Ryzen desktop and mobile processors. Client revenue for the nine months ended September 27, 2025 was $7.5 billion, up 59% from the prior year period, primarily driven by a 41% increase in average selling price and a 13% increase in unit shipments of AMD Ryzen desktop and mobile processors.

Gaming revenue for the three months ended September 27, 2025 was $1.3 billion, up 181% from the prior year period. Gaming revenue for the nine months ended September 27, 2025 was $3.1 billion, up 51% from the prior year period. The increase in both periods was primarily driven by higher semi-custom revenue and strong demand of our Radeon gaming GPUs.

Client and Gaming operating income was $867 million for the three months ended September 27, 2025, compared to operating income of $288 million for the prior year period. Client and Gaming operating income was $2.1 billion for the nine months ended September 27, 2025, compared to operating income of $691 million for the prior year period. The increase in operating income was primarily driven by higher revenue, partially offset by higher operating expenses.

Embedded

Embedded net revenue of $857 million for the three months ended September 27, 2025 decreased by 8%, compared to net revenue of $927 million for the prior year period. Embedded net revenue of $2.5 billion for the nine months ended September 27, 2025 decreased by 5%, compared to net revenue of $2.6 billion for the prior year period. Net revenue decreased in both periods as certain end market demand remained mixed.

Embedded operating income was $283 million for the three months ended September 27, 2025, compared to operating income of $372 million for the prior year period. Embedded operating income was $886 million for the nine months ended September 27, 2025, compared to operating income of $1.1 billion for the prior year period. The decrease in operating income in both periods was primarily due to lower revenue.

All Other

All Other operating loss of $1.0 billion for the three months ended September 27, 2025 primarily consisted of $562 million of amortization of acquisition-related intangibles and $419 million of stock-based compensation expense. All Other operating loss of $977 million for the three months ended September 28, 2024 primarily consisted of $585 million of amortization of acquisition-related intangibles and $351 million of stock-based compensation expense.

All Other operating loss of $2.9 billion for the nine months ended September 27, 2025 primarily consisted of $1.7 billion of amortization of acquisition-related intangibles and $1.2 billion of stock-based compensation expense. All Other operating loss of $3.0 billion for the nine months ended September 28, 2024 primarily consisted of $1.8 billion of amortization of acquisition-related intangibles and $1.1 billion of stock-based compensation expense.

International Sales

International sales as a percentage of net revenue were 64% and 72% for the three months ended September 27, 2025 and September 28, 2024, respectively. International sales as a percentage of net revenue were 67% and 65% for the nine months ended September 27, 2025 and September 28, 2024, 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 in U.S. dollars.

Gross Margin and Expenses

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

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
In millions, except percentages
Net revenue$9,246$6,819$24,369$18,127
Cost of sales4,2063,16712,0238,590
Amortization of acquisition-related intangibles260233771694
Gross profit4,7803,41911,5758,843
Gross margin52%50%47%49%
Research and development2,1391,6365,7614,744
Marketing, general and administrative1,0697072,9461,954
Amortization of acquisition-related intangibles3023529261,116
Interest expense(37)(23)(95)(73)
Other income (expense), net8236219144
Income tax provision (benefit)153(27)(558)(38)
Income from discontinued operations, net of tax71—175—

Gross Margin

Gross margin was 52% and 50% for the three months ended September 27, 2025 and September 28, 2024, respectively, an increase of 2% primarily driven by product mix.

Gross margin was 47% and 49% for the nine months ended September 27, 2025 and September 28, 2024, respectively. The decrease in gross margin was primarily due to approximately $800 million of inventory and related charges associated with the U.S. government export control on AMD Instinct MI308 Data Center GPU product, partially offset by a richer mix of Ryzen processor sales.

Expenses

Research and Development Expenses

Research and development expenses of $2.1 billion for the three months ended September 27, 2025 increased by $503 million, or 31%, compared to $1.6 billion for the prior year period. Research and development expenses of $5.8 billion for the nine months ended September 27, 2025 increased by $1.0 billion, or 21%, compared to $4.7 billion for the prior year period. The increase in both periods was due to higher employee-related costs from an increase in headcount in support of our continued focus on our AI strategy.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses of $1.1 billion for the three months ended September 27, 2025 increased by $362 million, or 51%, compared to $707 million for the prior year period. Marketing, general and administrative expenses of $2.9 billion for the nine months ended September 27, 2025 increased by $1.0 billion, or 51%, compared to $2.0 billion for the prior year period. The increase in both periods was primarily due to an increase in go‑to‑market activities to support our revenue growth.

Amortization of Acquisition-Related Intangibles

Amortization of acquisition-related intangibles of $562 million for the three months ended September 27, 2025 decreased by $23 million, or 4%, compared to $585 million for the prior year period. Amortization of acquisition-related intangibles of $1.7 billion for the nine months ended September 27, 2025 decreased by $113 million, or 6%, compared to $1.8 billion for the prior year period. The decrease in both periods was primarily due to certain acquisition-related intangibles that were fully amortized in the prior fiscal year, partially offset by amortization of intangible assets from current fiscal year acquisitions.

Interest Expense

Interest expense for the three and nine months ended September 27, 2025 was $37 million and $95 million, respectively. Interest expense for the three and nine months ended September 28, 2024 was $23 million and $73 million, respectively. The increase in both periods was due to the issuance of $1.5 billion in aggregate principal amount of 4.212% Notes and 4.319% Notes on March 24, 2025.

Other Income (Expense), Net

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

Other income (expense), net for three and nine months ended September 27, 2025 was $82 million and $219 million, respectively. Other income (expense), net for the three and nine months ended September 28, 2024 was $36 million and $144 million, respectively. The increase in both periods was primarily due to unrealized gains and dividends received from investments in nonmarketable securities of privately held companies.

Income Taxes

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.

For the three and nine months ended September 27, 2025, we recorded an income tax provision of $153 million and an income tax benefit of $558 million representing an effective tax rate from continuing operations of 11.5% and (26.7)%, respectively. The tax provision (benefit) for both periods reflected the income tax benefit from foreign-derived intangible income (FDII) and research and development (R&D) tax credits, partially offset by the tax rate detriment from foreign earnings, as well as a discrete tax benefit related to stock-based compensation. In addition, the tax benefit for the nine months ended September 27, 2025 also included a discrete tax benefit of $853 million related to the release of uncertain tax positions pertaining to the reasonable cause relief for dual consolidated losses approved by the Internal Revenue Service (IRS) in April 2025.

For the three and nine months ended September 28, 2024, we recorded an income tax benefit of $27 million and $38 million representing an effective tax rate of (3.6)% and (3.3)%, respectively. The tax benefit for the three and nine months ended September 28, 2024 reflected discrete tax benefits primarily related to tax effects of stock-based compensation partially offset by the interest and penalties accrued for uncertain tax positions.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law. For the three and nine months ended September 27, 2025, the primary impact of the OBBBA to our tax provision was the accelerated expensing of domestic R&D activities which decreased our estimated income eligible for FDII resulting in a higher estimated annual effective tax rate. The OBBBA is also expected to reduce our deferred tax assets and our current income tax liability for fiscal year 2025. Other OBBBA changes did not have a material impact on the financial statements.

Results of Discontinued Operations

Net income from discontinued operations for the three and nine months ended September 27, 2025 of $71 million and $175 million, respectively, include the results of operations of the ZT Manufacturing Business, partially offset by increases of $17 million and $52 million, respectively, in the fair value of the contingent consideration liability associated with the acquisition of ZT Systems.

FINANCIAL CONDITION

Liquidity and Capital Resources

As of September 27, 2025 and December 28, 2024, our cash, cash equivalents and short-term investments were $7.2 billion and $5.1 billion, respectively.

Our operating, investing and financing activities for the nine months ended September 27, 2025 compared to the prior year period are as described below:

Nine Months Ended
September 27, 2025September 28, 2024
(In millions)
Net cash provided by (used in):
Net cash provided by operating activities of continuing operations$4,189$1,742
Net cash provided by operating activities of discontinued operations920—
Operating activities5,1091,742
Net cash (used in) provided by investing activities of continuing operations(3,962)113
Net cash used in investing activities of discontinued operations(30)—
Investing activities(3,992)113
Financing activities of continuing operations(103)(1,891)
Net increase (decrease) in cash, cash equivalents and restricted cash$1,014$(36)

On March 31, 2025, we paid $3.2 billion in cash and issued 8,335,849 shares of our common stock to close the acquisition of ZT Systems.

As of September 27, 2025, our principal short-term and long-term debt obligations were $873 million and $2.3 billion, respectively.

We may issue unsecured commercial paper 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. During the three months ended March 29, 2025, we issued $950 million in aggregate principal amount of commercial paper which was subsequently repaid before June 28, 2025. As of September 27, 2025, we had no commercial paper outstanding.

We have $3.0 billion available under an unsecured revolving credit facility that expires on April 29, 2027. No funds were drawn from this credit facility during the three months ended September 27, 2025.

As of September 27, 2025, we had commitments of approximately $12.1 billion, of which $3.8 billion are for the remainder of fiscal year 2025. We work continually with our suppliers and partners on the timing of payments and deliveries of 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 facility and commercial paper program will be sufficient to fund operations, capital expenditures, commitments and strategic activities 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 of continuing operations was $4.2 billion in the nine months ended September 27, 2025, primarily due to our net income of $2.8 billion, adjusted for non-cash and non-operating charges of $2.5 billion and net cash outflows of $992 million from changes in our operating assets and liabilities. The primary drivers of the change in operating assets and liabilities were a $1.6 billion increase in inventory primarily to support the continued ramp of Client and Data Center products in advanced process technology nodes and a $998 million increase in accounts payable due to timing of vendor payments and higher inventory purchases. Net cash provided by operating activities of the ZT Manufacturing Business, classified as discontinued operations, was $920 million.

Net cash provided by operating activities was $1.7 billion in the nine months ended September 28, 2024, primarily due to our net income of $1.2 billion, adjusted for non-cash and non-operating charges of $2.6 billion and net cash outflows of $2.0 billion from changes in our operating assets and liabilities. The primary drivers of the change in operating assets and liabilities were a $1.9 billion increase in accounts receivable due to the timing of customer payments and higher revenue, a $1.1 billion increase in inventory primarily to support the continued ramp of Data Center products in advanced process technology nodes and $1.0 billion of tax payments.

Investing Activities

Net cash used in investing activities of continuing operations was $4.0 billion for the nine months ended September 27, 2025, which primarily consisted of cash used in acquisitions, net of cash acquired, of $1.7 billion, the purchases of short-term investments of $2.1 billion, purchases of property and equipment of $752 million, and purchases of strategic investments of $432 million, partially offset by $1.0 billion of proceeds from the maturity and sale of short-term investments. Net cash used in investing activities of the ZT Manufacturing Business, classified as discontinued operations, was $30 million due to purchases of equipment.

Net cash provided by investing activities was $113 million for the nine months ended September 28, 2024 which primarily consisted of $1.9 billion of proceeds from the maturity and sale of short-term investments, partially offset by cash used in the purchases of short-term investments of $707 million, cash used in acquisitions, net of cash acquired of $548 million, and purchases of property and equipment of $428 million.

Financing Activities

Net cash used in financing activities of continuing operations was $103 million for the nine months ended September 27, 2025, which primarily consisted of stock repurchases of $1.3 billion and stock repurchases for tax withholding on employee equity plans of $447 million partially offset by cash received from the issuance of senior notes of $1.5 billion. There was no net cash provided by financing activities of discontinued operations for the nine months ended September 27, 2025.

Net cash used in financing activities was $1.9 billion for the nine months ended September 28, 2024, which primarily consisted of repayment of the 2.95% Notes Due 2024 of $750 million, stock repurchases for tax withholding on employee equity plans of $686 million, and common stock repurchases of $606 million.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to “Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

There have not been any material changes in interest rate risk, default risk or foreign exchange risk since December 28, 2024.

Item 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports made under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of September 27, 2025, the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There were no changes in our internal controls over financial reporting for the three months ended September 27, 2025 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

For a discussion of our legal proceedings, refer to Note 13—Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q).

Item 1A. RISK FACTORS

The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In addition, you should consider the interrelationship and compounding effects of two or more risks occurring simultaneously.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, financial condition and results of operations.

Economic and Strategic Risks

  • The markets in which our products are sold are highly competitive and rapidly evolving.

  • The semiconductor industry is highly cyclical and has experienced severe downturns.

  • The demand for our products depends in part on the market conditions in the industries into which they are sold.

  • The success of our business depends on our ability to introduce products on a timely basis with features and performance levels that provide value to our customers while supporting significant industry transitions.

  • The loss of a significant customer may have a material adverse effect on us.

  • Economic and market uncertainty may adversely impact our business and operating results.

  • Our operating results are subject to quarterly and seasonal sales patterns.

  • If we cannot adequately protect our technology or other intellectual property through patents, copyrights, trade secrets, trademarks and other measures, we may lose a competitive advantage and incur significant expenses.

  • Unfavorable currency exchange rate fluctuations could adversely affect us.

Operational and Technology Risks

  • We rely on third parties to manufacture our products, and if they are unable to do so on a timely basis in sufficient quantities and using competitive technologies, our business could be materially adversely affected.

  • Essential equipment, materials, substrates or manufacturing processes may not be available to us.

  • We may fail to achieve expected manufacturing yields for our products.

  • Our revenue from our semi-custom System-on-Chip (SoC) products is dependent upon our semi-custom SoC products being incorporated into customers’ products and the success of those products.

  • Our products may be subject to security vulnerabilities that could have a material adverse effect on us.

  • IT outages, data loss, data breaches and cyberattacks could disrupt operations and compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, reputation, financial condition and results of operations.

  • Uncertainties involving the ordering and shipment of our products could materially adversely affect us.

  • Our ability to design and introduce new products includes the use of third-party intellectual property.

  • We depend on third-party companies for the design, manufacture and supply of motherboards, software, memory and other computer platform components to support our business and products.

  • If we lose Microsoft Corporation’s support for our products or other software vendors do not design and develop software to run on our products, our ability to sell our products could be materially adversely affected.

  • Our reliance on third-party distributors and add-in-board (AIB) partners subjects us to certain risks.

  • Our business depends on the proper functioning of our internal business processes and information systems.

  • Our products may not be compatible with some or all industry-standard software and hardware.

  • Costs related to defective products could have a material adverse effect on us.

  • We may fail to maintain the efficiency of our supply chain as we respond to changes in customer demand.

  • We outsource to third parties certain supply-chain logistics functions.

  • We may be unable to effectively control the sales of our products on the gray market.

  • Climate change may have an impact on our business.

Legal and Regulatory Risks

  • Government actions and regulations, including but not limited to export regulations, import tariffs and trade protection measures, may limit our ability to export our products to certain customers.

  • If we cannot realize our deferred tax assets, our results of operations could be adversely affected.

  • Our business is subject to potential tax liabilities, including as a result of tax regulation changes.

  • We are party to litigation and may become a party to other claims or litigation.

  • We are subject to environmental laws, conflict minerals regulations, as well as a variety of other laws or regulations.

  • Evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters could result in additional costs, harm to our reputation and a loss of customers.

  • Issues related to the responsible use of AI may result in reputational, competitive and financial harm and liability.

  • The agreements governing our notes, our guarantee of Xilinx’s notes and the Revolving Credit Agreement.

Merger, Acquisition, Divestiture, and Integration Risks

  • Acquisitions, joint ventures, and/or strategic investments, and the failure to integrate acquired businesses may fail to materialize their anticipated benefits and could disrupt our business.

  • Any impairment of our tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact our financial position and results of operations.

General Risks

  • Our worldwide operations are subject to political, legal and economic risks and natural disasters.

  • We may incur future impairments of our technology license purchases.

  • Our inability to continue to attract and retain key employees may hinder our business.

  • Our stock price is subject to volatility.

For a more complete discussion of the material risks facing our business, see below.

Economic and Strategic Risks

The markets in which our products are sold are highly competitive and rapidly evolving.

Delivering the latest and best products to market on time is critical to revenue growth. The competitiveness of our products depends on a number of factors including, performance, total cost of ownership, timely product introductions, product quality and reliability, product features and capabilities, energy efficiency (including power consumption and battery life, given their impact on total cost of ownership), size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, ease of use and functionality of software design tools, completeness of applicable software solutions, security and stability, brand recognition and availability.

Competition is expected to remain intense, driven by rapid technological change, evolving standards, shifting customer preferences, product obsolescence, and frequent product launches from both established and new competitors. Some of our competitors may possess stronger market positions, larger customer bases, more design wins, and greater financial, sales, marketing, and distribution resources than us. As a result, they may be able to acquire market share or limit our ability to do so, more effectively capitalize on new market opportunities, and transition their products more efficiently than we can. Some competitors are pursuing alternative computing architectures, such as Arm, which could grow the Arm ecosystem and increase competition in consumer, commercial and data center, reducing demand for our products. Additionally, we may encounter competition from customers who internally develop products to support similar AI workloads to those supported by ours.   

Our competitors may use their market position and financial resources to market and price their products in a way to dissuade customers from purchasing from us. For example, Intel Corporation (Intel) uses it

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarterly period ended September 27, 2025, the following directors and officers adopted, modified or terminated Rule 10b5-1 trading plans:

On August 22, 2025, Jean Hu, our Executive Vice President, Chief Financial Officer & Treasurer, adopted a Rule 10b5-1 trading plan, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, pursuant to which a maximum of 34,462 shares of our common stock may be sold. The plan will terminate on September 11, 2026, or such date as the plan is otherwise terminated according to its terms.

On September 5, 2025, Lisa Su, our President & CEO and Chair of our Board of Directors, terminated her previously reported Rule 10b5-1 trading plan adopted on December 2, 2024 which was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, pursuant to which a maximum of 750,000 shares of our common stock could be sold (Previous Plan). The Previous Plan was scheduled to terminate on December 10, 2025. On September 9, 2025, Dr. Su adopted a new Rule 10b5-1 trading plan, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, pursuant to which a maximum of 600,000 shares of our common stock may be sold. The plan will terminate on November 10, 2026, or such date as the plan is otherwise terminated according to its terms.

Item 6. EXHIBITS

2.1Equity Purchase Agreement dated as of May 18, 2025, by and among Advanced Micro Designs, Inc., AMD Design, LLC, ZT Group Int’l, Inc. and Sanmina Corporation, filed as Exhibit 2.1 to AMD’s Current Report on Form 8-K dated May 18, 2025, is hereby incorporated by reference.
3.1Amended and Restated Certificate of Incorporation of Advanced Micro Devices, Inc., filed as Exhibit 3.1 to AMD’s Current Report on Form 8-K/A dated May 14, 2025, is hereby incorporated by reference.
3.2Advanced Micro Devices, Inc. Amended and Restated Bylaws, as amended on February 13, 2024, filed as Exhibit 3.1 to AMD’s Current Report on Form 8-K dated February 20, 2024, is hereby incorporated by reference.
4.1Warrant to Purchase Shares of Common Stock, dated October 5, 2025, between Advanced Micro Devices, Inc. and OpenAI OpCo, LLC, filed as Exhibit 4.1 to AMD’s Current Report on Form 8-K dated October 5, 2025, is hereby incorporated by reference.
10.1Registration Rights Agreement, dated October 5, 2025, between Advanced Micro Devices, Inc. and OpenAI OpCo, LLC, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated October 5, 2025, is hereby incorporated by reference.
*10.2Outside Director Equity Compensation Policy, as amended and restated, dated as of August 20, 2025.
31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
*Management contracts and compensatory plans or arrangements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ADVANCED MICRO DEVICES, INC.
November 4, 2025By:/s/ Jean Hu
Name:Jean Hu
Title:Executive Vice President, Chief Financial Officer and Treasurer Signing on behalf of the Registrant as the Principal Financial Officer