Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Advanced Micro Devices, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Net revenue | $ | 11,536 | $ | 7,685 | $ | 21,789 | $ | 15,123 | |||||||||||||||
| Cost of sales | 5,073 | 4,366 | 9,649 | 7,817 | |||||||||||||||||||
| Amortization of acquisition-related intangibles | 260 | 260 | 521 | 511 | |||||||||||||||||||
| Total cost of sales | 5,333 | 4,626 | 10,170 | 8,328 | |||||||||||||||||||
| Gross profit | 6,203 | 3,059 | 11,619 | 6,795 | |||||||||||||||||||
| Research and development | 2,528 | 1,894 | 4,925 | 3,622 | |||||||||||||||||||
| Marketing, general and administrative | 1,401 | 991 | 2,654 | 1,877 | |||||||||||||||||||
| Amortization of acquisition-related intangibles | 284 | 308 | 574 | 624 | |||||||||||||||||||
| Total operating expenses | 4,213 | 3,193 | 8,153 | 6,123 | |||||||||||||||||||
| Operating income (loss) | 1,990 | (134) | 3,466 | 672 | |||||||||||||||||||
| Interest expense | (37) | (38) | (74) | (58) | |||||||||||||||||||
| Other income (expense), net | 598 | 98 | 763 | 137 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes and equity income | 2,551 | (74) | 4,155 | 751 | |||||||||||||||||||
| Income tax provision (benefit) | 252 | (834) | 490 | (711) | |||||||||||||||||||
| Equity income in investee | 6 | 8 | 12 | 15 | |||||||||||||||||||
| Income from continuing operations, net of tax | 2,305 | 768 | 3,677 | 1,477 | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | (8) | 104 | 3 | 104 | |||||||||||||||||||
| Net income | $ | 2,297 | $ | 872 | $ | 3,680 | $ | 1,581 | |||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic earnings from continuing operations | $ | 1.41 | $ | 0.47 | $ | 2.25 | $ | 0.91 | |||||||||||||||
| Basic earnings (loss) from discontinued operations | (0.01) | 0.07 | 0.01 | 0.07 | |||||||||||||||||||
| Basic earnings per share | $ | 1.40 | $ | 0.54 | $ | 2.26 | $ | 0.98 | |||||||||||||||
| Diluted earnings from continuing operations | $ | 1.39 | $ | 0.47 | $ | 2.22 | $ | 0.91 | |||||||||||||||
| Diluted earnings (loss) from discontinued operations | (0.01) | 0.07 | — | 0.06 | |||||||||||||||||||
| Diluted earnings per share | $ | 1.38 | $ | 0.54 | $ | 2.22 | $ | 0.97 | |||||||||||||||
| Shares used in per share calculation | |||||||||||||||||||||||
| Basic | 1,632 | 1,623 | 1,631 | 1,621 | |||||||||||||||||||
| Diluted | 1,659 | 1,630 | 1,655 | 1,628 |
See accompanying notes.
Advanced Micro Devices, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net income | $ | 2,297 | $ | 872 | $ | 3,680 | $ | 1,581 | |||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Net change in unrealized gains (losses) on cash flow hedges | (1) | 50 | (44) | 76 | |||||||||||||||||||
| Net change in unrealized gains (losses) on available-for-sale securities | (1) | — | (27) | 3 | |||||||||||||||||||
| Total comprehensive income | $ | 2,295 | $ | 922 | $ | 3,609 | $ | 1,660 |
See accompanying notes.
Advanced Micro Devices, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| June 27, 2026 | December 27, 2025 | ||||||||||
| (In millions, except par value amounts) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 5,086 | $ | 5,539 | |||||||
| Short-term investments | 8,025 | 5,013 | |||||||||
| Accounts receivable, net | 7,281 | 6,315 | |||||||||
| Inventories | 8,468 | 7,920 | |||||||||
| Prepaid expenses and other current assets | 2,662 | 2,160 | |||||||||
| Total current assets | 31,522 | 26,947 | |||||||||
| Property and equipment, net | 3,439 | 2,312 | |||||||||
| Goodwill | 25,470 | 25,126 | |||||||||
| Acquisition-related intangibles, net | 15,635 | 16,705 | |||||||||
| Deferred tax assets | 494 | 384 | |||||||||
| Other non-current assets | 7,904 | 5,452 | |||||||||
| Total assets | $ | 84,464 | $ | 76,926 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 5,359 | $ | 2,929 | |||||||
| Accrued liabilities | 5,546 | 5,250 | |||||||||
| Current portion of long-term debt, net | 875 | 874 | |||||||||
| Other current liabilities | 301 | 402 | |||||||||
| Total current liabilities | 12,081 | 9,455 | |||||||||
| Long-term debt, net | 2,351 | 2,348 | |||||||||
| Long-term operating lease liabilities | 1,050 | 625 | |||||||||
| Deferred tax liabilities | 300 | 313 | |||||||||
| Other long-term liabilities | 1,458 | 1,186 | |||||||||
| Commitments and contingencies (See Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Capital stock: | |||||||||||
| Common stock, par value $0.01; shares authorized: 4,000; shares issued: 1,632 and 1,695; shares outstanding: 1,632 and 1,630 | 16 | 17 | |||||||||
| Additional paid-in capital | 61,373 | 63,365 | |||||||||
| Treasury stock, at cost (shares held: — and 65) | — | (7,079) | |||||||||
| Retained earnings | 5,909 | 6,699 | |||||||||
| Accumulated other comprehensive loss | (74) | (3) | |||||||||
| Total stockholders’ equity | 67,224 | 62,999 | |||||||||
| Total liabilities and stockholders’ equity | $ | 84,464 | $ | 76,926 |
See accompanying notes.
Advanced Micro Devices, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| (In millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 3,680 | $ | 1,581 | |||||||
| Income from discontinued operations, net of tax | (3) | (104) | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 427 | 364 | |||||||||
| Amortization of acquisition-related intangibles | 1,095 | 1,135 | |||||||||
| Stock-based compensation | 990 | 733 | |||||||||
| Gains from long-term investments, net | (549) | (36) | |||||||||
| Deferred income taxes | (106) | (1,053) | |||||||||
| Other | 61 | 65 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | (966) | 1,078 | |||||||||
| Inventories | (548) | (943) | |||||||||
| Prepaid expenses and other assets | (991) | (377) | |||||||||
| Accounts payable | 2,170 | 547 | |||||||||
| Accrued and other liabilities | 61 | (589) | |||||||||
| Net cash provided by operating activities of continuing operations | 5,321 | 2,401 | |||||||||
| Net cash provided by operating activities of discontinued operations | — | 549 | |||||||||
| Net cash provided by operating activities | 5,321 | 2,950 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | (1,197) | (494) | |||||||||
| Purchases of short-term investments | (4,555) | (796) | |||||||||
| Proceeds from maturity of short-term investments | 1,267 | 683 | |||||||||
| Proceeds from sale of short-term investments | 286 | 48 | |||||||||
| Purchases of long-term investments | (844) | (358) | |||||||||
| Acquisitions, net of cash acquired | (129) | (1,716) | |||||||||
| Net cash used in investing activities of continuing operations | (5,172) | (2,633) | |||||||||
| Purchases of property and equipment | — | (22) | |||||||||
| Payment for working capital adjustment on divestiture | (243) | — | |||||||||
| Net cash used in investing activities of discontinued operations | (243) | (22) | |||||||||
| Net cash used in investing activities | (5,415) | (2,655) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt and commercial paper issuance, net of issuance costs | — | 2,441 | |||||||||
| Repayment of debt and commercial paper | — | (950) | |||||||||
| Proceeds from sales of common stock through employee equity plans | 205 | 159 | |||||||||
| Repurchases of common stock | (221) | (1,227) | |||||||||
| Stock repurchases for tax withholding on employee equity plans | (341) | (76) | |||||||||
| Other | (8) | — | |||||||||
| Net cash provided by (used in) financing activities of continuing operations | (365) | 347 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (459) | 642 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 5,556 | 3,811 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 5,097 | $ | 4,453 |
Advanced Micro Devices, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| (In millions) | |||||||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Income taxes, net of refunds | $ | 777 | $ | 760 | |||||||
| Non-cash investing and financing activities: | |||||||||||
| Purchases of property and equipment, accrued but not paid | $ | 421 | $ | 333 | |||||||
| Reissuance of treasury stock for acquisitions | $ | — | $ | 860 | |||||||
| Contingent consideration liability for acquisitions | $ | — | $ | 361 | |||||||
| Non-cash lease activities: | |||||||||||
| Operating lease right-of-use assets acquired by assuming related liabilities | $ | 514 | $ | 231 | |||||||
| Reconciliation of cash, cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents | $ | 5,086 | $ | 4,442 | |||||||
| Restricted cash included in Prepaid expenses and other current assets | 11 | 11 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 5,097 | $ | 4,453 |
See accompanying notes.
Advanced Micro Devices, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Capital stock: | |||||||||||||||||||||||
| Common stock, par value | |||||||||||||||||||||||
| Balance, beginning of period | $ | 17 | $ | 17 | $ | 17 | $ | 17 | |||||||||||||||
| Retirement of treasury stock | (1) | — | (1) | — | |||||||||||||||||||
| Balance, end of period | $ | 16 | $ | 17 | $ | 16 | $ | 17 | |||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Balance, beginning of period | $ | 63,856 | $ | 61,730 | $ | 63,365 | $ | 61,362 | |||||||||||||||
| Common stock issued under employee equity plans | 199 | 157 | 203 | 161 | |||||||||||||||||||
| Stock-based compensation | 503 | 369 | 990 | 733 | |||||||||||||||||||
| Reissuance of treasury stock | — | (28) | — | (28) | |||||||||||||||||||
| Retirement of treasury stock | (3,185) | — | (3,185) | — | |||||||||||||||||||
| Balance, end of period | $ | 61,373 | $ | 62,228 | $ | 61,373 | $ | 62,228 | |||||||||||||||
| Treasury stock | |||||||||||||||||||||||
| Balance, beginning of period | $ | (7,421) | $ | (6,899) | $ | (7,079) | $ | (6,106) | |||||||||||||||
| Repurchases of common stock | — | (480) | (221) | (1,236) | |||||||||||||||||||
| Common stock repurchases for tax withholding on employee equity plans | (234) | (44) | (355) | (81) | |||||||||||||||||||
| Reissuance of treasury stock | — | 888 | — | 888 | |||||||||||||||||||
| Retirement of treasury stock | 7,655 | — | 7,655 | — | |||||||||||||||||||
| Balance, end of period | $ | — | $ | (6,535) | $ | — | $ | (6,535) | |||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 8,082 | $ | 3,073 | $ | 6,699 | $ | 2,364 | |||||||||||||||
| Net income | 2,297 | 872 | 3,680 | 1,581 | |||||||||||||||||||
| Retirement of treasury stock | (4,470) | — | (4,470) | — | |||||||||||||||||||
| Balance, end of period | $ | 5,909 | $ | 3,945 | $ | 5,909 | $ | 3,945 | |||||||||||||||
| Accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Balance, beginning of period | $ | (72) | $ | (40) | $ | (3) | $ | (69) | |||||||||||||||
| Other comprehensive income (loss) | (2) | 50 | (71) | 79 | |||||||||||||||||||
| Balance, end of period | $ | (74) | $ | 10 | $ | (74) | $ | 10 | |||||||||||||||
| Total stockholders' equity | $ | 67,224 | $ | 59,665 | $ | 67,224 | $ | 59,665 |
See accompanying notes.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 – The Company
Advanced Micro Devices, Inc. is a global semiconductor company. References herein to AMD or the Company mean Advanced Micro Devices, Inc. and its consolidated subsidiaries. AMD’s products include Artificial Intelligence (AI) accelerators, microprocessors (CPUs) and graphics processing units (GPUs), as standalone devices or as incorporated into accelerated processing units (APUs), data processing units (DPUs), AI Network Interface Cards (AI NICs), Field Programmable Gate Arrays (FPGAs), Adaptive System-on-Chip (SoC) products, chipsets, embedded processors, semi-custom SoC products, microprocessor and SoC development services and technology and System on Modules (SOMs). From time to time, the Company may also sell or license portions of its intellectual property (IP) portfolio.
NOTE 2 – Basis of Presentation and Significant Accounting Policies
Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of AMD have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the three and six months ended June 27, 2026 shown in this report are not necessarily indicative of results to be expected for the full year ending December 26, 2026 or any other future period. In the opinion of the Company’s management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s results of operations, financial position, cash flows and stockholders’ equity. All such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
The Company uses a 52- or 53-week fiscal year ending on the last Saturday in December. The three and six months ended June 27, 2026 and June 28, 2025 each consisted of 13 and 26 weeks, respectively.
Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results are likely to differ from those estimates, and such differences may be material to the financial statements. Areas where management uses subjective judgment include, but are not limited to: revenue allowances, inventory valuation, valuation of goodwill and long-lived and intangible assets, business combination accounting and income taxes.
Significant Accounting Policies. There have been no material changes to the Company’s significant accounting policies in Note 2 - Basis of Presentation and Significant Accounting Policies, of the Notes to Condensed Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
Prior Period Reclassification. Certain amounts in prior period were reclassified to conform to current period presentation.
NOTE 3 – Supplemental Financial Statement Information
| Inventories | June 27, 2026 | December 27, 2025 | |||||||||
| (In millions) | |||||||||||
| Raw materials | $ | 946 | $ | 909 | |||||||
| Work in process | 5,265 | 4,768 | |||||||||
| Finished goods | 2,257 | 2,243 | |||||||||
| Total inventories | $ | 8,468 | $ | 7,920 |
| Property and Equipment, net | June 27, 2026 | December 27, 2025 | |||||||||
| (In millions) | |||||||||||
| Land, building and leasehold improvements | $ | 1,068 | $ | 967 | |||||||
| Equipment | 4,127 | 3,453 | |||||||||
| Construction in progress | 1,148 | 508 | |||||||||
| Property and equipment, gross | 6,343 | 4,928 | |||||||||
| Accumulated depreciation | (2,904) | (2,616) | |||||||||
| Total property and equipment, net | $ | 3,439 | $ | 2,312 |
| Accrued Liabilities | June 27, 2026 | December 27, 2025 | |||||||||
| (In millions) | |||||||||||
| Customer-related liabilities | $ | 1,359 | $ | 1,194 | |||||||
| Accrued marketing programs | 1,579 | 1,454 | |||||||||
| Accrued compensation and benefits | 1,462 | 1,645 | |||||||||
| Other accrued expenses and liabilities | 1,146 | 957 | |||||||||
| Total accrued liabilities | $ | 5,546 | $ | 5,250 |
Revenue
Revenue allocated to remaining performance obligations that are unsatisfied or partially unsatisfied include amounts received from customers and amounts that will be invoiced and recognized as revenue in future periods for development and engineering services, IP licensing, and product revenue. As of June 27, 2026, the aggregate transaction price allocated to remaining performance obligations under contracts with an original expected duration of more than one year was $222 million, of which $144 million is expected to be recognized in the next 12 months. The revenue allocated to remaining performance obligations does not include amounts which have an original expected duration of one year or less.
Revenue recognized over time associated with custom products and development services accounted for approximately 4% of the Company’s revenue for the three and six months ended June 27, 2026, and 12% and 11% of the Company’s revenue for the three and six months ended June 28, 2025, respectively.
NOTE 4 – Segment Reporting
Management, including the Chief Operating Decision Maker (CODM), who is the Company’s Chief Executive Officer, reviews and assesses operating performance using segment net revenue, cost of sales and operating expenses, and operating income (loss). These performance measures include the allocation of expenses to the reportable segments based on management’s judgment. The CODM is regularly provided segment operating income to assess relative segment performance.
The Company’s three reportable segments are:
-
the Data Center segment, which primarily includes Artificial Intelligence (AI) accelerators, microprocessors (CPUs) for servers, graphics processing units (GPUs), accelerated processing units (APUs), data processing units (DPUs), AI Network Interface Cards (AI NICs), Field Programmable Gate Arrays (FPGAs) and adaptive System-on-Chip (SoC) products for data centers;
-
the Client and Gaming segment, which primarily includes CPUs, APUs, chipsets for desktops and notebooks, discrete GPUs, and semi-custom SoC products and development services; and
-
the Embedded segment, which primarily includes embedded CPUs, APUs, FPGAs, System on Modules (SOMs), and adaptive SoC products.
From time to time, the Company may also sell or license portions of its IP portfolio.
In addition to these reportable segments, the Company has an All Other category, which is not a reportable segment. This category primarily includes certain expenses and credits that are not allocated to any of the reportable segments because the CODM does not consider these expenses and credits in evaluating the performance of the reportable segments. This category primarily includes amortization of acquisition-related intangibles, employee stock-based compensation expense and acquisition-related and other costs. Acquisition-related and other costs primarily include certain compensation charges and transaction costs.
The following table provides a summary of net revenue, cost of sales and operating expenses, and operating income (loss) by segment. Segment cost of sales and operating expenses primarily include materials, external manufacturing, labor and marketing and advertising costs, and exclude expenses and credits that are recorded within the All Other category. Each of the Client and Gaming businesses do not qualify as a separate reportable operating segment, however, the Company continues to separately disclose revenue for each business.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Data Center | $ | 6,718 | $ | 3,240 | $ | 12,493 | $ | 6,914 | |||||||||||||||
| Client and Gaming | |||||||||||||||||||||||
| Client | 3,062 | 2,499 | 5,947 | 4,793 | |||||||||||||||||||
| Gaming | 779 | 1,122 | 1,499 | 1,769 | |||||||||||||||||||
| Total Client and Gaming | 3,841 | 3,621 | 7,446 | 6,562 | |||||||||||||||||||
| Embedded | 977 | 824 | 1,850 | 1,647 | |||||||||||||||||||
| Total net revenue | $ | 11,536 | $ | 7,685 | $ | 21,789 | $ | 15,123 | |||||||||||||||
| Cost of sales and operating expenses: | |||||||||||||||||||||||
| Data Center | $ | 4,615 | $ | 3,395 | $ | 8,791 | $ | 6,137 | |||||||||||||||
| Client and Gaming | 3,259 | 2,854 | 6,289 | 5,299 | |||||||||||||||||||
| Embedded | 591 | 549 | 1,126 | 1,044 | |||||||||||||||||||
| All other | 1,081 | 1,021 | 2,117 | 1,971 | |||||||||||||||||||
| Total cost of sales and operating expenses | $ | 9,546 | $ | 7,819 | $ | 18,323 | $ | 14,451 | |||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| Data Center | $ | 2,103 | $ | (155) | $ | 3,702 | $ | 777 | |||||||||||||||
| Client and Gaming | 582 | 767 | 1,157 | 1,263 | |||||||||||||||||||
| Embedded | 386 | 275 | 724 | 603 | |||||||||||||||||||
| All other (1) | (1,081) | (1,021) | (2,117) | (1,971) | |||||||||||||||||||
| Total operating income (loss) | $ | 1,990 | $ | (134) | $ | 3,466 | $ | 672 |
| (1) | For the three and six months ended June 27, 2026, all other operating losses primarily included $544 million and $1.1 billion of amortization of acquisition-related intangibles, and $503 million and $990 million of stock-based compensation expense, respectively. For the three and six months ended June 28, 2025, all other operating losses primarily included $568 million and $1.1 billion of amortization of acquisition-related intangibles, and $369 million and $733 million of stock-based compensation expense, respectively. |
NOTE 5 – Acquisitions and Divestitures
ZT Systems Acquisition and ZT Manufacturing Business Divestiture
In March 2025, the Company completed the acquisition of ZT Group Int’l, Inc. (ZT Systems), a provider of AI and general-purpose compute infrastructure for hyperscale computing companies, for total purchase consideration of $4.4 billion, consisting of $3.2 billion in cash, $860 million in shares of AMD common stock and $361 million of contingent consideration. The contingent consideration was settled in October 2025 upon full satisfaction of the applicable contingencies. The acquisition supports the Company’s ability to deliver end-to-end AI solutions and accelerate the design and deployment of AMD-powered AI infrastructure at scale optimized for the cloud.
The Company retained select intellectual property and employees associated with the design operations, and the results of which are included in the Data Center segment within continuing operations and are not material. Goodwill, assigned to the Data Center reporting unit and primarily attributed to assembled workforce, is not deductible for income tax purposes. The data center infrastructure manufacturing business (ZT Manufacturing Business) was classified as held for sale upon acquisition and was divested in October 2025, and its results are presented as discontinued operations.
During the measurement period, the Company recorded adjustments to certain assets and liabilities acquired and classified as held for sale, with a corresponding adjustment to goodwill. The adjustments did not have a material impact on the Company’s consolidated results of operations. The purchase price allocation, including measurement period adjustments, is presented below.
| (in millions) | Preliminary | Measurement Period Adjustments | As adjusted | ||||||||||||||||||||
| Cash and cash equivalents | $ | 1,500 | $ | — | $ | 1,500 | |||||||||||||||||
| Assets held for sale | 5,965 | 54 | 6,019 | ||||||||||||||||||||
| Other assets | 81 | — | 81 | ||||||||||||||||||||
| Total assets acquired | 7,546 | 54 | 7,600 | ||||||||||||||||||||
| Liabilities held for sale | 3,221 | 272 | 3,493 | ||||||||||||||||||||
| Other liabilities | 124 | — | 124 | ||||||||||||||||||||
| Total liabilities assumed | 3,345 | 272 | 3,617 | ||||||||||||||||||||
| Fair value of net assets acquired | 4,201 | (218) | 3,983 | ||||||||||||||||||||
| Goodwill | 208 | 218 | 426 | ||||||||||||||||||||
| Total purchase consideration | $ | 4,409 | $ | — | $ | 4,409 |
In October 2025, the Company completed the sale of the ZT Manufacturing Business to Sanmina Corporation (Sanmina) for $2.4 billion in cash, subject to certain purchase price adjustments and 1,151,052 shares of Sanmina common stock. Upon close of the sale, the Company received cash of $1.4 billion, net of cash divested and purchase price adjustments, and shares of Sanmina common stock valued at $154 million. During the three months ended June 27, 2026, the Company made a payment of $243 million related to customary post-closing net working capital adjustments, including adjustments resulting from measurement period adjustments related to the acquisition of ZT Systems.
The Company is also eligible to receive additional cash consideration of up to $450 million to the extent certain conditions are met following the close of the sale through 2028 (Earn-out). The Company applied the loss recovery approach, under which the difference between the fair value of the consideration received, excluding the Earn-out, and the carrying amount of the net assets disposed, is recognized as an earn-out receivable, to the extent it is probable of being received. As of June 27, 2026, the earn-out receivable of $348 million was recorded within Other non-current assets in the Company’s Consolidated Balance Sheets, and is subject to impairment assessment at the end of each reporting period prior to receipt of payment. The Company also entered into a Manufacturing Services Agreement with Sanmina with an initial term of five years.
Since the ZT Manufacturing Business was classified as held for sale upon acquisition and sold in October 2025, pro forma combined results were deemed immaterial and omitted.
Other Acquisitions
For the periods presented, the Company also completed acquisitions that were immaterial both individually and in aggregate.
NOTE 6 – Goodwill and Acquisition-related Intangibles, net
Goodwill
The following table summarizes Goodwill:
| (in millions) | Data Center | Embedded | Client and Gaming | Total | |||||||||||||||||||
| December 27, 2025 | $ | 3,690 | $ | 21,072 | $ | 364 | $ | 25,126 | |||||||||||||||
| Measurement period adjustments related to prior acquisitions | 218 | — | — | 218 | |||||||||||||||||||
| Current period acquisitions | 126 | — | — | 126 | |||||||||||||||||||
| June 27, 2026 | $ | 4,034 | $ | 21,072 | $ | 364 | $ | 25,470 |
Acquisition-related Intangibles, net
The following table summarizes Acquisition-related Intangibles Assets:
| June 27, 2026 | December 27, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||||||||||||||
| Developed technology | $ | 13,624 | $ | (4,082) | $ | 9,542 | $ | 13,599 | $ | (3,560) | $ | 10,039 | |||||||||||||||||||||||
| Customer relationships | 12,324 | (6,801) | 5,523 | 12,324 | (6,267) | 6,057 | |||||||||||||||||||||||||||||
| Product trademarks | 914 | (344) | 570 | 914 | (305) | 609 | |||||||||||||||||||||||||||||
| Total acquisition-related intangible assets, net | $ | 26,862 | $ | (11,227) | $ | 15,635 | $ | 26,837 | $ | (10,132) | $ | 16,705 |
Acquisition-related intangible amortization expense was $544 million and $1.1 billion for the three and six months ended June 27, 2026, respectively. Acquisition-related intangible amortization expense was $568 million and $1.1 billion for the three and six months ended June 28, 2025, respectively.
Based on the carrying value of acquisition-related intangibles recorded as of June 27, 2026, and assuming no subsequent impairment of the underlying assets, the estimated future annual amortization expense for acquisition-related intangibles is as follows:
| Fiscal Year | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | Total | ||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Future annual amortization | $ | 1,062 | $ | 2,042 | $ | 1,929 | $ | 1,697 | $ | 1,457 | $ | 7,448 | $ | 15,635 |
NOTE 7 – Equity Method Investments
The Company has investments accounted for under the equity method, which are considered related parties. The carrying value of the Company’s investments accounted for under the equity method was $302 million and $176 million as of June 27, 2026 and December 27, 2025, respectively, and is recorded within Other non-current assets on the Company’s Consolidated Balance Sheets. The Company has no obligation to fund these investees.
The Company’s transactions with these related parties consist primarily of assembly, test, mark and packaging (ATMP) services provided in the ordinary course of business. Purchases from related parties during the three and six months ended June 27, 2026 were $594 million and $1.2 billion, respectively, and during the three and six months ended June 28, 2025 were $529 million and $1.0 billion, respectively. Amounts payable to related parties were $569 million and $408 million as of June 27, 2026 and December 27, 2025, respectively, and are recorded within Accounts payable on the Company’s Consolidated Balance Sheets. The Company also has a $100 million term loan receivable outstanding from one of the investees as of June 27, 2026 and December 27, 2025, bearing interest at a variable rate plus a margin payable quarterly and maturing in October 2026, recorded with related interest receivable within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets.
Equity income from these investees, recorded in Equity income in investee on the Company’s Consolidated Statements of Operations, was not material for the three and six months ended June 27, 2026 and the three and six months ended June 28, 2025.
NOTE 8 – Financial Instruments
Financial Instruments Recorded at Fair Value on a Recurring Basis
| June 27, 2026 | December 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | 752 | $ | — | $ | — | $ | 752 | $ | 620 | $ | — | $ | — | $ | 620 | |||||||||||||||||||||||||||||||
| Corporate debt securities | — | 1,049 | — | 1,049 | — | 1,869 | — | 1,869 | |||||||||||||||||||||||||||||||||||||||
| U.S. government and agency securities | 250 | 1,074 | — | 1,324 | 1,148 | 300 | — | 1,448 | |||||||||||||||||||||||||||||||||||||||
| Non-U.S. government and agency securities | — | 134 | — | 134 | — | 245 | — | 245 | |||||||||||||||||||||||||||||||||||||||
| Time deposits and certificates of deposits | — | 142 | — | 142 | — | 173 | — | 173 | |||||||||||||||||||||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | — | 5,354 | — | 5,354 | — | 3,107 | — | 3,107 | |||||||||||||||||||||||||||||||||||||||
| U.S. government and agency securities | 1,333 | 1,113 | — | 2,446 | 901 | 718 | — | 1,619 | |||||||||||||||||||||||||||||||||||||||
| Non-U.S. government and agency securities | — | 119 | — | 119 | — | 256 | — | 256 | |||||||||||||||||||||||||||||||||||||||
| Time deposits and certificates of deposits | — | 86 | — | 86 | — | 10 | — | 10 | |||||||||||||||||||||||||||||||||||||||
| Asset-backed and mortgage-backed securities | — | 20 | — | 20 | — | 22 | — | 22 | |||||||||||||||||||||||||||||||||||||||
| Other non-current assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Long-term investments | 1,194 | — | 26 | 1,220 | 198 | — | 202 | 400 | |||||||||||||||||||||||||||||||||||||||
| Deferred compensation plan investments | 312 | — | — | 312 | 257 | — | — | 257 | |||||||||||||||||||||||||||||||||||||||
| Total assets measured at fair value | $ | 3,841 | $ | 9,091 | $ | 26 | $ | 12,958 | $ | 3,124 | $ | 6,700 | $ | 202 | $ | 10,026 |
Long-term investments primarily consist of equity investments in previously non-marketable equity securities that became publicly traded during the second quarter of fiscal year 2026 and were reclassified to Level 1 upon the availability of quoted market prices. As of June 27, 2026, net unrealized gains from marketable equity securities were $425 million and were not material as of December 27, 2025.
As of June 27, 2026 and December 27, 2025, long-term investments include $1.1 billion and $178 million, respectively, of aggregate fair value of marketable equity securities which are subject to time-based contractual sale restrictions that expire through October 2028.
Deferred compensation plan investments are primarily mutual fund investments held in a Rabbi trust established to maintain the Company’s executive deferred compensation plan.
The following is a summary of cash equivalents and short-term investments:
| June 27, 2026 | December 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost/ Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | Cost/ Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | 752 | $ | — | $ | — | $ | 752 | $ | 620 | $ | — | $ | — | $ | 620 | |||||||||||||||||||||||||||||||
| Corporate debt securities | 6,423 | 1 | (21) | 6,403 | 4,974 | 2 | — | 4,976 | |||||||||||||||||||||||||||||||||||||||
| U.S. government and agency securities | 3,778 | — | (8) | 3,770 | 3,065 | 2 | — | 3,067 | |||||||||||||||||||||||||||||||||||||||
| Non-U.S. government and agency securities | 253 | — | — | 253 | 501 | — | — | 501 | |||||||||||||||||||||||||||||||||||||||
| Time deposits and certificates of deposits | 228 | — | — | 228 | 183 | — | — | 183 | |||||||||||||||||||||||||||||||||||||||
| Asset-backed and mortgage-backed securities | 21 | — | (1) | 20 | 23 | — | (1) | 22 | |||||||||||||||||||||||||||||||||||||||
| $ | 11,455 | $ | 1 | $ | (30) | $ | 11,426 | $ | 9,366 | $ | 4 | $ | (1) | $ | 9,369 |
As of June 27, 2026 and December 27, 2025, the Company did not have material available-for-sale debt securities which have been in a continuous unrealized loss position of more than twelve months.
The contractual maturities of available-for-sale debt securities are as follows:
| June 27, 2026 | December 27, 2025 | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||
| Due within 1 year | $ | 6,679 | $ | 6,677 | $ | 6,528 | $ | 6,528 | |||||||||||||||
| Due in 1 year through 5 years | 4,004 | 3,978 | 2,195 | 2,199 | |||||||||||||||||||
| Due in 5 years and later | 20 | 19 | 23 | 22 | |||||||||||||||||||
| $ | 10,703 | $ | 10,674 | $ | 8,746 | $ | 8,749 |
Financial Instruments Not Recorded at Fair Value
The carrying amounts and estimated fair values of the Company’s current and long-term debt are as follows:
| June 27, 2026 | December 27, 2025 | ||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||
| Current portion of long-term debt, net | $ | 875 | $ | 876 | $ | 874 | $ | 879 | |||||||||||||||
| Long-term debt | $ | 2,351 | $ | 2,225 | $ | 2,348 | $ | 2,246 |
The estimated fair value of the Company’s long-term debt is based on Level 2 inputs of quoted prices for the Company’s debt and comparable instruments in inactive markets.
The fair value of the Company’s accounts receivable, accounts payable and other short-term obligations approximate their carrying value based on existing terms.
Financial Instruments Measured at Fair Value on a Non-Recurring Basis
Non-marketable equity securities and other instruments primarily include investments in privately held companies with technologies that are typically in early stages of research or development. These investments are recorded within Other non-current assets on the Consolidated Balance Sheets. Gains and losses are recorded in Other income (expense), net on the Consolidated Statements of Operations.
As of June 27, 2026 and December 27, 2025, the Company had long-term investments in non-marketable equity securities of $1.7 billion and $1.1 billion, respectively, which are recorded at estimated fair value based on observable events or adjustments from impairments.
As of June 27, 2026, non-marketable equity investments had cumulative gross unrealized gains of $118 million. The cumulative and gross unrealized losses and impairments were not material for the period ended June 27, 2026. Gross unrealized gains, impairment losses and gross unrealized losses were not material during the three and six months ended June 28, 2025.
Subsequent to June 27, 2026, the Company entered into investment commitments of up to $5.0 billion, subject to certain contingencies, which are expected to be made through fiscal year 2028.
Hedging Transactions and Derivative Financial Instruments
Foreign Currency Forward Contracts Designated as Accounting Hedges
The Company enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate risk related to future forecasted transactions denominated in currencies other than the U.S. Dollar. These contracts generally mature within 24 months and are designated as accounting hedges. As of June 27, 2026 and December 27, 2025, the notional value of the Company’s outstanding foreign currency forward contracts designated as cash flow hedges was $3.2 billion and $2.3 billion, respectively. The fair value of these contracts, on a gross basis, was not material as of June 27, 2026 and December 27, 2025.
Foreign Currency Forward Contracts Not Designated as Accounting Hedges
The Company also enters into foreign currency forward contracts to reduce the short-term effects of foreign currency fluctuations on certain receivables or payables denominated in currencies other than the U.S. Dollar. These forward contracts generally mature within 3 months and are not designated as accounting hedges. As of June 27, 2026 and December 27, 2025, the notional value of these outstanding contracts was $1.6 billion and $1.1 billion, respectively. The fair value of these contracts, on a gross basis, was not material as of June 27, 2026 and December 27, 2025.
The cash flows associated with derivative instruments as cash flow hedging instruments are classified in the same category within the Consolidated Statement of Cash Flows as the cash flows of the related items.
Lease Guarantees
As of June 27, 2026, the Company had a maximum gross exposure of $4.1 billion from guarantees issued in connection with certain commercial partner data center lease obligations with terms up to 15 years. Guarantees typically become payable in the event of a commercial partner’s default and may be issued in exchange for warrants. The exposure decreases over time as contractual lease payments are made to the lessors. Guarantees are recorded as a credit derivative within Other long-term liabilities, with changes in fair value recorded within Other income (expense), net, and were not material to the financial statements.
NOTE 9 – Debt, Revolving Credit Facility and Commercial Paper Program
Debt
The Company’s debt as of June 27, 2026 and December 27, 2025 consisted of the following:
| June 27, 2026 | December 27, 2025 | ||||||||||
| (In millions) | |||||||||||
| 4.212% Senior Notes Due 2026 (4.212% Notes) | $ | 875 | $ | 875 | |||||||
| 4.319% Senior Notes Due 2028 (4.319% Notes) | 625 | 625 | |||||||||
| 2.375% Senior Notes Due 2030 (2.375% Notes) | 750 | 750 | |||||||||
| 3.924% Senior Notes Due 2032 (3.924% Notes) | 500 | 500 | |||||||||
| 4.393% Senior Notes Due 2052 (4.393% Notes) | 500 | 500 | |||||||||
| Total debt (principal amount) | 3,250 | 3,250 | |||||||||
| Unamortized debt discount and issuance costs | (24) | (28) | |||||||||
| Total debt (net) | 3,226 | 3,222 | |||||||||
| Less: current portion of long-term debt and related unamortized debt issuance costs | (875) | (874) | |||||||||
| Total long-term debt (net) | $ | 2,351 | $ | 2,348 |
4.212% Senior Notes Due 2026 and 4.319% Senior Notes Due 2028
On March 24, 2025, the Company issued 4.212% Notes and 4.319% Notes in aggregate principal amount of $1.5 billion, which are general unsecured senior obligations of the Company. The interest is payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2025.
The Company may redeem some or all of the 4.212% Notes prior to September 24, 2026 and the 4.319% Notes prior to February 24, 2028 at a price equal to the greater of the present value of the principal amount and future interest through the maturity of the debt or 100% of the principal amount plus accrued and unpaid interest. On or after February 24, 2028, the Company may also redeem some or all of the 4.319% Notes at 100% of the principal amount plus accrued and unpaid interest. Holders of the 4.212% Notes and the 4.319% Notes have the right to require the Company to repurchase all or a portion of their notes at 101% of the principal amount plus accrued and unpaid interest if the Company undergoes a change of control. An event of default may also accelerate the maturity of the 4.212% Notes and 4.319% Notes.
2.375% Senior Notes Due 2030, 3.924% Senior Notes Due 2032 and 4.393% Senior Notes Due 2052
The 2.375% Notes, 3.924% Notes and 4.393% Notes are general unsecured senior obligations of the Company with semi-annual fixed interest payments due on June 1 and December 1.
The Company may redeem some or all of the 2.375% Notes, 3.924% Notes and 4.393% Notes prior to March 1, 2030, March 1, 2032 and December 1, 2051, respectively, at a price equal to the greater of the present value of the principal amount and future interest through the maturity of the 2.375% Notes, 3.924% Notes or 4.393% Notes or 100% of the principal amount plus accrued and unpaid interest. Holders have the right to require the Company to repurchase all or a portion of the 3.924% Notes or 4.393% Notes in the event that the Company undergoes a change of control as defined in the indenture, at a repurchase price of 101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default may result in the acceleration of the maturity of the 2.375% Notes, 3.924% Notes and 4.393% Notes.
As of June 27, 2026, the Company was in compliance with the covenants associated with its notes.
Revolving Credit Facility
In May 2026, the Company entered into a five-year, $5.0 billion unsecured revolving credit facility (the Revolving Facility), replacing its prior $3.0 billion revolving credit facility entered into in April 2022. Under the Revolving Facility, the Company can borrow, repay, and reborrow at any time prior to the earlier of the fifth anniversary of the Revolving Facility and termination of commitments. Up to $250 million of the Revolving Facility may be used for the issuance of letters of credit, which reduces the aggregate amount otherwise available for revolving loans. Borrowings under the Revolving Facility bear interest at variable market rates based on prevailing short‑term market benchmarks, plus an applicable margin based on the Company's credit ratings. The Revolving Facility also requires payment of customary fees, including a commitment fee on unused commitments. As of June 27, 2026, the Company was in compliance with the covenants under the Revolving Facility. As of June 27, 2026 and December 27, 2025, the Company had no outstanding balance under its Revolving Facility.
Commercial Paper
The Company has a commercial paper program under which it can issue unsecured commercial paper notes. In May 2026, the Company increased to $5.5 billion, from $3.0 billion, the maximum aggregate amount outstanding at any time of unsecured commercial paper notes which the Company may issue on a private placement basis under the commercial paper program. The Company can issue unsecured commercial paper notes at any time with maturities of up to 397 days from the date of issue. The commercial paper will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of the issuance. As of June 27, 2026 and December 27, 2025, the Company had no commercial paper outstanding.
NOTE 10 – Commitments and Contingencies
Commitments
The Company’s commitments primarily include obligations to purchase wafers, substrates and components from third parties, as well as commitments for multi-year cloud compute capacity arrangements with cloud service providers (CSP), software, and technology license agreements. The Company continually works with suppliers and partners on the timing of payments and deliveries of commitments, taking into account business conditions. Cloud compute capacity may be reduced, terminated or sold to others by the CSPs, in which case the Company’s commitments will be reduced. The Company expects to utilize the cloud compute capacity in its operations or assign the capacity to third parties. These commitments were made under noncancellable purchase orders and contractual obligations requiring minimum commitments for which cancellation would lead to significant penalties.
Total future commitments as of June 27, 2026 were as follows (in millions):
| Fiscal Year | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | Total | |||||||||||||||||||||||||||||||||||||
| Unconditional commitments | $ | 17,386 | $ | 5,474 | $ | 2,851 | $ | 2,528 | $ | 1,471 | $ | 566 | $ | 30,276 |
The Company has also entered into data center and other real estate leases that have not yet commenced. As of June 27, 2026, these leases have aggregate future payments of $4.5 billion and have lease terms of 6 to 11 years. These leases are expected to commence beginning in the second half of fiscal year 2026. Subsequent to June 27, 2026, the Company entered into long-term data center leases with aggregate future payments of $9.5 billion over lease terms of up to 16 years and these leases are expected to commence in 2027 and 2028.
Contingencies
During the quarter ended June 27, 2026, there were no material legal proceedings. The Company is a defendant or plaintiff in various actions that arose in the normal course of business. With respect to these matters, based on management’s current knowledge, the Company believes that the amount or range of reasonably possible loss, if any, will not, either individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
NOTE 11 – Earnings Per Share
The following table sets forth the components of basic and diluted earnings per share:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Income from continuing operations | $ | 2,305 | $ | 768 | $ | 3,677 | $ | 1,477 | |||||||||||||||
| Income (loss) from discontinued operations | (8) | 104 | 3 | 104 | |||||||||||||||||||
| Net income | $ | 2,297 | $ | 872 | $ | 3,680 | $ | 1,581 | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Basic weighted average shares | 1,632 | 1,623 | 1,631 | 1,621 | |||||||||||||||||||
| Potentially dilutive shares from employee equity plans | 27 | 7 | 24 | 7 | |||||||||||||||||||
| Diluted weighted average shares | 1,659 | 1,630 | 1,655 | 1,628 | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic earnings from continuing operations | $ | 1.41 | $ | 0.47 | $ | 2.25 | $ | 0.91 | |||||||||||||||
| Basic earnings (loss) from discontinued operations | (0.01) | 0.07 | 0.01 | 0.07 | |||||||||||||||||||
| Basic earnings per share | $ | 1.40 | $ | 0.54 | $ | 2.26 | $ | 0.98 | |||||||||||||||
| Diluted earnings from continuing operations | $ | 1.39 | $ | 0.47 | $ | 2.22 | $ | 0.91 | |||||||||||||||
| Diluted earnings (loss) from discontinued operations | (0.01) | 0.07 | — | 0.06 | |||||||||||||||||||
| Diluted earnings per share | $ | 1.38 | $ | 0.54 | $ | 2.22 | $ | 0.97 |
Securities which would have been anti-dilutive are not material and are excluded from the computation of diluted earnings per share for all periods presented.
NOTE 12 – Common Stock and Stock-based Compensation
Common Stock
Shares of common stock outstanding were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Balance, beginning of period | 1,630 | 1,616 | 1,630 | 1,622 | |||||||||||||||||||
| Common stock issued under employee equity plans | 3 | 3 | 4 | 4 | |||||||||||||||||||
| Common stock repurchases for tax withholding on equity awards | (1) | — | (1) | — | |||||||||||||||||||
| Repurchases of common stock | — | (5) | (1) | (12) | |||||||||||||||||||
| Common stock issued in the acquisition of ZT Systems | — | 8 | — | 8 | |||||||||||||||||||
| Balance, end of period | 1,632 | 1,622 | 1,632 | 1,622 |
Treasury Stock
During the three months ended June 27, 2026, the Company retired 66.9 million of treasury shares, which returned to the status of authorized but unissued shares. The excess of purchase price over par value was allocated between additional paid-in capital and retained earnings.
Stock Repurchase Program
The Company has a stock repurchase program (Repurchase Program) with total repurchase authority of $14 billion. During the six months ended June 27, 2026, the Company repurchased 1.1 million shares of its common stock under the Repurchase Program for $221 million. The repurchased amounts do not include the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022. As of June 27, 2026, $9.2 billion remained available for future stock repurchases under the Repurchase Program. The Repurchase Program does not obligate the Company to acquire any common stock, has no termination date and may be suspended or discontinued at any time.
Warrants
In October 2025 and February 2026, the Company issued warrants to OpenAI OpCo, LLC (OpenAI) and Meta Platforms, Inc. (Meta), each entitling the holder the right to purchase up to 160 million shares of the Company’s common stock at an exercise price of $0.01 per share (the OpenAI Warrant and the Meta Warrant, respectively). The warrants vest in tranches based on specified AMD InstinctTM GPU purchase milestones by OpenAI, Meta, their affiliates, or indirectly through authorized third-parties and achievement of specified stock price targets. The vesting of the OpenAI Warrant is also subject to stock‑performance thresholds. Each vested tranche is further subject to additional technical and commercial conditions before becoming exercisable. The OpenAI Warrant and Meta Warrant is exercisable through October 5, 2030 and February 23, 2031, respectively. The warrants will be classified as liabilities until certain conditions for equity classification are met. As of June 27, 2026, no warrant shares had vested or become exercisable, and the warrants had no impact on the Condensed Consolidated Financial Statements for the three and six months ended June 27, 2026.
Stock-based Compensation
Stock-based compensation expense recorded in the Consolidated Statements of Operations was as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Cost of sales | $ | 8 | $ | 6 | $ | 16 | $ | 11 | |||||||||||||||
| Research and development | 392 | 290 | 779 | 572 | |||||||||||||||||||
| Marketing, general and administrative | 103 | 73 | 195 | 150 | |||||||||||||||||||
| Total | $ | 503 | $ | 369 | $ | 990 | $ | 733 |
On May 13, 2026, the Company amended and restated its 2023 Equity Incentive Plan (the Plan), increasing the authorized shares for issuance under the Plan by 65 million to a total of 153 million shares of common stock. As of June 27, 2026, 107 million shares remain available for issuance under the Plan.
NOTE 13 – Income Taxes
The Company determines its income taxes for interim reporting periods by applying the Company’s estimated annual effective tax rate to the year-to-date results, adjusted for tax items discrete to each period.
Continuing Operations
For the three and six months ended June 27, 2026, the Company recorded an income tax provision from continuing operations of $252 million and $490 million representing an effective tax rate of 9.8% and 11.8%, respectively. The difference between the U.S. federal statutory tax rate of 21% and the Company’s estimated annual effective tax rate was primarily due to the income tax benefit from foreign-derived deduction eligible income (FDDEI), and research and development (R&D) tax credits.
For the three and six months ended June 28, 2025, the Company recorded an income tax benefit from continuing operations of $834 million and $711 million representing an effective tax rate of 1,263.6% and (92.8)%, respectively. The tax benefit for the three and six months ended June 28, 2025 reflected a discrete tax benefit of $792 million and $781 million, respectively, primarily due to a 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, partially offset by other items, including deferred tax expense associated with the expected gain on the transfer of appreciated assets related to the acquisition of ZT Systems.
As of June 27, 2026 and December 27, 2025, the Company had long-term income tax liabilities related to unrecognized tax benefits, which included interest and penalties, of $873 million and $806 million, respectively, recorded under Other long-term liabilities in the Company’s Consolidated Balance Sheets.
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