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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-1692300
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One AMD Place
Sunnyvale, California
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94088
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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||
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||
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Condensed Consolidated Statements of Operations
–
Three Months and Six Months Ended June 27, 2015 and June 28, 2014
|
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Condensed Consolidated Statements of Comprehensive Loss
–
Three Months and Six Months Ended June 27, 2015 and June 28, 2014
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Condensed Consolidated Balance Sheets –
June 27, 2015 and December 27, 2014
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Condensed Consolidated Statements of Cash Flows –
Three Months and Six Months Ended June 27, 2015 and June 28, 2014
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Item 1
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Legal Proceedings
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ITEM 1.
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FINANCIAL STATEMENTS
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
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(In millions, except per share amounts)
|
||||||||||||||
Net revenue
|
$
|
942
|
|
|
$
|
1,441
|
|
|
$
|
1,972
|
|
|
$
|
2,838
|
|
Cost of sales
|
710
|
|
|
943
|
|
|
1,414
|
|
|
1,853
|
|
||||
Gross margin
|
232
|
|
|
498
|
|
|
558
|
|
|
985
|
|
||||
Research and development
|
235
|
|
|
277
|
|
|
477
|
|
|
556
|
|
||||
Marketing, general and administrative
|
134
|
|
|
154
|
|
|
265
|
|
|
310
|
|
||||
Amortization of acquired intangible assets
|
—
|
|
|
4
|
|
|
3
|
|
|
7
|
|
||||
Restructuring and other special charges, net
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
||||
Operating income (loss)
|
(137
|
)
|
|
63
|
|
|
(274
|
)
|
|
112
|
|
||||
Interest expense
|
(40
|
)
|
|
(46
|
)
|
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(80
|
)
|
|
(93
|
)
|
||||
Other expense, net
|
(3
|
)
|
|
(49
|
)
|
|
(3
|
)
|
|
(69
|
)
|
||||
Loss before income taxes
|
(180
|
)
|
|
(32
|
)
|
|
(357
|
)
|
|
(50
|
)
|
||||
Provision for income taxes
|
1
|
|
|
4
|
|
|
4
|
|
|
6
|
|
||||
Net loss
|
$
|
(181
|
)
|
|
$
|
(36
|
)
|
|
$
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(361
|
)
|
|
$
|
(56
|
)
|
Net loss per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
(0.23
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.07
|
)
|
Shares used in per share calculation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
778
|
|
|
764
|
|
|
778
|
|
|
762
|
|
||||
Diluted
|
778
|
|
|
764
|
|
|
778
|
|
|
762
|
|
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Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27,
2015 |
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June 28,
2014 |
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June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In millions)
|
||||||||||||||
Net loss
|
$
|
(181
|
)
|
|
$
|
(36
|
)
|
|
$
|
(361
|
)
|
|
$
|
(56
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) arising during the period, net of tax effects of $0
|
3
|
|
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3
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|
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(8
|
)
|
|
—
|
|
||||
Reclassification adjustment for (gains) losses realized and included in net loss, net of tax effects of $0
|
4
|
|
|
1
|
|
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8
|
|
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3
|
|
||||
Total other comprehensive income
|
7
|
|
|
4
|
|
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—
|
|
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3
|
|
||||
Total comprehensive loss
|
$
|
(174
|
)
|
|
$
|
(32
|
)
|
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$
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(361
|
)
|
|
$
|
(53
|
)
|
|
June 27,
2015 |
|
December 27,
2014*
|
||||
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(In millions, except par value amounts)
|
||||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
829
|
|
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$
|
805
|
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Marketable securities
|
—
|
|
|
235
|
|
||
Accounts receivable, net of allowances of $0 and $0
|
687
|
|
|
818
|
|
||
Inventories, net
|
799
|
|
|
685
|
|
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Prepayments to GLOBALFOUNDRIES
|
19
|
|
|
113
|
|
||
Prepaid expenses and other current assets
|
117
|
|
|
80
|
|
||
Total current assets
|
2,451
|
|
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2,736
|
|
||
Property, plant and equipment, net
|
289
|
|
|
302
|
|
||
Acquisition related intangible assets, net
|
—
|
|
|
65
|
|
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Goodwill
|
320
|
|
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320
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|
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Other assets
|
321
|
|
|
344
|
|
||
Total assets
|
$
|
3,381
|
|
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$
|
3,767
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
235
|
|
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$
|
177
|
|
Accounts payable
|
454
|
|
|
415
|
|
||
Payable to GLOBALFOUNDRIES
|
197
|
|
|
218
|
|
||
Accrued and other current liabilities
|
462
|
|
|
558
|
|
||
Deferred income on shipments to distributors
|
51
|
|
|
72
|
|
||
Total current liabilities
|
1,399
|
|
|
1,440
|
|
||
Long-term debt
|
2,034
|
|
|
2,035
|
|
||
Other long-term liabilities
|
89
|
|
|
105
|
|
||
Commitments and contingencies (See Note 9)
|
|
|
|
||||
Stockholders’ equity (deficit):
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Common stock, par value $0.01; 1,500 shares authorized on June 27, 2015 and December 27, 2014; shares issued: 791 shares on June 27, 2015 and 788 shares on December 27, 2014; shares outstanding: 779 shares on June 27, 2015 and 776 shares on December 27, 2014
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
6,984
|
|
|
6,949
|
|
||
Treasury stock, at cost (12 shares on June 27, 2015 and December 27, 2014)
|
(121
|
)
|
|
(119
|
)
|
||
Accumulated deficit
|
(7,007
|
)
|
|
(6,646
|
)
|
||
Accumulated other comprehensive loss
|
(5
|
)
|
|
(5
|
)
|
||
Total stockholders’ equity (deficit)
|
(141
|
)
|
|
187
|
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
3,381
|
|
|
$
|
3,767
|
|
*
|
Amounts were derived from the December 27, 2014 audited consolidated financial statements.
|
|
Six Months Ended
|
||||||
|
June 27,
2015 |
|
June 28,
2014 |
||||
|
(In millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(361
|
)
|
|
$
|
(56
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
91
|
|
|
106
|
|
||
Deferred income taxes
|
—
|
|
|
1
|
|
||
Stock-based compensation expense
|
34
|
|
|
44
|
|
||
Non-cash interest expense
|
6
|
|
|
9
|
|
||
Loss on debt redemptions
|
—
|
|
|
64
|
|
||
Restructuring and other special charges, net
|
72
|
|
|
—
|
|
||
Other
|
1
|
|
|
(5
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
129
|
|
|
(40
|
)
|
||
Inventories
|
(117
|
)
|
|
(76
|
)
|
||
Prepayments to GLOBALFOUNDRIES
|
94
|
|
|
(67
|
)
|
||
Prepaid expenses and other assets
|
(73
|
)
|
|
(17
|
)
|
||
Accounts payable, accrued liabilities and other
|
(86
|
)
|
|
(126
|
)
|
||
Payable to GLOBALFOUNDRIES
|
(21
|
)
|
|
(69
|
)
|
||
Net cash used in operating activities
|
(231
|
)
|
|
(232
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of available-for-sale securities
|
(227
|
)
|
|
(618
|
)
|
||
Purchases of property, plant and equipment
|
(39
|
)
|
|
(44
|
)
|
||
Proceeds from maturities of available-for-sale securities
|
462
|
|
|
488
|
|
||
Net cash provided by (used in) investing activities
|
196
|
|
|
(174
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock
|
1
|
|
|
2
|
|
||
Proceeds from borrowings, net
|
100
|
|
|
1,080
|
|
||
Net proceeds from grants
|
4
|
|
|
2
|
|
||
Repayments of long-term debt and capital lease obligations
|
(44
|
)
|
|
(1,042
|
)
|
||
Other
|
(2
|
)
|
|
(2
|
)
|
||
Net cash provided by financing activities
|
59
|
|
|
40
|
|
||
Net increase (decrease) in cash and cash equivalents
|
24
|
|
|
(366
|
)
|
||
Cash and cash equivalents at beginning of period
|
805
|
|
|
869
|
|
||
Cash and cash equivalents at end of period
|
$
|
829
|
|
|
$
|
503
|
|
|
June 27,
2015 |
|
December 27,
2014 |
||||
|
(In millions)
|
||||||
Raw materials
|
$
|
33
|
|
|
$
|
40
|
|
Work in process
|
515
|
|
|
431
|
|
||
Finished goods
|
251
|
|
|
214
|
|
||
Total inventories, net
|
$
|
799
|
|
|
$
|
685
|
|
|
June 27,
2015 |
|
December 27,
2014 |
||||
|
(In millions)
|
||||||
Land and land improvements
|
2
|
|
|
4
|
|
||
Buildings and leasehold improvements
|
230
|
|
|
246
|
|
||
Equipment
|
1,407
|
|
|
1,416
|
|
||
Construction in progress
|
23
|
|
|
14
|
|
||
|
1,662
|
|
|
1,680
|
|
||
Accumulated depreciation and amortization
|
(1,373
|
)
|
|
(1,378
|
)
|
||
Total property, plant and equipment, net
|
$
|
289
|
|
|
$
|
302
|
|
|
June 27,
2015 |
|
December 27,
2014 |
||||
|
(In millions)
|
||||||
Software and technology licenses, net
|
$
|
213
|
|
|
$
|
219
|
|
Other
|
108
|
|
|
125
|
|
||
Total other assets
|
$
|
321
|
|
|
$
|
344
|
|
|
June 27,
2015 |
|
December 27,
2014 |
||||
|
(In millions)
|
||||||
Accrued compensation and benefits
|
$
|
96
|
|
|
$
|
139
|
|
Marketing programs and advertising expenses
|
107
|
|
|
141
|
|
||
Software and technology licenses payable
|
43
|
|
|
39
|
|
||
Other
|
216
|
|
|
239
|
|
||
Total accrued and other current liabilities
|
$
|
462
|
|
|
$
|
558
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Numerator – Net loss:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted net loss per share
|
$
|
(181
|
)
|
|
$
|
(36
|
)
|
|
$
|
(361
|
)
|
|
$
|
(56
|
)
|
Denominator – Weighted average shares
|
|
|
|
|
|
|
|
||||||||
Denominator for basic and diluted net loss per share
|
778
|
|
|
764
|
|
|
778
|
|
|
762
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
(0.23
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.07
|
)
|
|
Total Fair
Value
|
|
Cash and
Cash
Equivalents
|
||||
|
(In millions)
|
||||||
June 27, 2015
|
|
|
|
||||
Cash
|
$
|
352
|
|
|
$
|
352
|
|
Level 1
(1) (2)
|
|
|
|
||||
Money market funds
|
$
|
2
|
|
|
$
|
2
|
|
Total level 1
|
$
|
2
|
|
|
$
|
2
|
|
Level 2
(2) (3)
|
|
|
|
||||
Commercial paper
|
475
|
|
|
475
|
|
||
Total level 2
|
475
|
|
|
475
|
|
||
Total
|
$
|
829
|
|
|
$
|
829
|
|
|
Total Fair
Value
|
|
Cash and
Cash
Equivalents
|
|
Short-Term
Marketable
Securities
|
||||||
|
(In millions)
|
||||||||||
December 27, 2014
|
|
|
|
|
|
||||||
Cash
|
$
|
391
|
|
|
$
|
391
|
|
|
$
|
—
|
|
Level 1
(1) (2)
|
|
|
|
|
|
||||||
Money market funds
|
4
|
|
|
4
|
|
|
—
|
|
|||
Total level 1
|
4
|
|
|
4
|
|
|
—
|
|
|||
Level 2
(2) (3)
|
|
|
|
|
|
||||||
Commercial paper
|
618
|
|
|
410
|
|
|
208
|
|
|||
Corporate bonds
|
27
|
|
|
—
|
|
|
27
|
|
|||
Total level 2
|
645
|
|
|
410
|
|
|
235
|
|
|||
Total
|
$
|
1,040
|
|
|
$
|
805
|
|
|
$
|
235
|
|
(1)
|
The Company’s Level 1 assets are valued using quoted prices for identical instruments in active markets.
|
(2)
|
The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the quarter and six months ended June 27, 2015 or the year ended December 27, 2014.
|
(3)
|
The Company’s Level 2 short-term investments are valued using broker reports that utilize quoted market prices for identical or comparable instruments. Brokers gather observable inputs for all of the Company’s fixed income securities from a variety of industry data providers and other third-party sources. The Company’s Level 2 long-term investments were valued using broker reports that utilize a third-party professional pricing service that gathers information from multiple market sources and integrates relevant credit information, observed market movements and sector news into their pricing evaluation. The Company validated, on a sample basis, the derived prices provided by the brokers by comparing their assessment of the fair values of the Level 2 long-term investments against the fair values of the portfolio balances of another third-party professional’s pricing service, other than that utilized by the brokers, that use a similar technique as the brokers to derive pricing as described above.
|
|
June 27, 2015
|
|
December 27, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term debt (excluding capital leases)
|
$
|
230
|
|
|
$
|
230
|
|
|
$
|
172
|
|
|
$
|
173
|
|
Long-term debt (excluding capital leases)
|
$
|
2,025
|
|
|
$
|
1,789
|
|
|
$
|
2,025
|
|
|
$
|
1,858
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In millions)
|
||||||||||||||
Foreign Currency Forward Contracts - gains (losses)
|
|
|
|
|
|
|
|
||||||||
Contracts designated as cash flow hedging instruments
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Research and development
|
(2
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
||||
Marketing, general and administrative
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
$
|
(1
|
)
|
|||
Contracts not designated as hedging instruments
|
|
|
|
|
|
|
|
||||||||
Other income (expense), net
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
June 27,
2015 |
|
December 27,
2014 |
||||
|
(In millions)
|
||||||
Foreign Currency Forward Contracts - gains (losses)
|
|
|
|
||||
Contracts designated as cash flow hedging instruments
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
Contracts not designated as hedging instruments
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
June 27,
2015 |
|
December 27,
2014 |
||||
|
|
(In millions)
|
||||||
Interest Rate Swap Contracts - gains (losses)
|
|
|
|
|
||||
Contracts designated as fair value hedging instruments
|
|
$
|
6
|
|
|
$
|
3
|
|
•
|
the Computing and Graphics segment, which primarily includes desktop and notebook processors and chipsets, discrete graphics processing units (GPUs) and professional graphics; and
|
•
|
the Enterprise, Embedded and Semi-Custom segment, which primarily includes server and embedded processors, semi-custom System-on-Chip (SoC) products, engineering services and royalties.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In millions)
|
||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Computing and Graphics
|
$
|
379
|
|
|
$
|
828
|
|
|
$
|
911
|
|
|
$
|
1,689
|
|
Enterprise, Embedded and Semi-Custom
|
563
|
|
|
613
|
|
|
1,061
|
|
|
1,149
|
|
||||
Total net revenue
|
$
|
942
|
|
|
$
|
1,441
|
|
|
$
|
1,972
|
|
|
$
|
2,838
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Computing and Graphics
|
$
|
(147
|
)
|
|
$
|
(6
|
)
|
|
$
|
(222
|
)
|
|
$
|
(3
|
)
|
Enterprise, Embedded and Semi-Custom
|
27
|
|
|
97
|
|
|
72
|
|
|
182
|
|
||||
All Other
|
(17
|
)
|
|
(28
|
)
|
|
(124
|
)
|
|
(67
|
)
|
||||
Total operating income (loss)
|
$
|
(137
|
)
|
|
$
|
63
|
|
|
$
|
(274
|
)
|
|
$
|
112
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In millions)
|
||||||||||||||
Cost of sales
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Research and development
|
10
|
|
|
11
|
|
|
20
|
|
|
23
|
|
||||
Marketing, general and administrative
|
6
|
|
|
9
|
|
|
12
|
|
|
19
|
|
||||
Stock-based compensation expense, net of tax of $0
|
$
|
17
|
|
|
$
|
21
|
|
|
$
|
34
|
|
|
$
|
44
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||
Expected volatility
|
54.86
|
%
|
|
51.68
|
%
|
|
54.43
|
%
|
|
53.36
|
%
|
Risk-free interest rate
|
1.15
|
%
|
|
1.12
|
%
|
|
1.21
|
%
|
|
1.09
|
%
|
Expected dividends
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Expected life
|
3.91 years
|
|
|
3.86 years
|
|
|
3.91 years
|
|
|
3.86 years
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In millions)
|
||||||||||||||
Beginning balance
|
$
|
21
|
|
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
17
|
|
New warranties issued
|
6
|
|
|
8
|
|
|
14
|
|
|
16
|
|
||||
Settlements
|
(6
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
(19
|
)
|
||||
Changes in liability for pre-existing warranties, including expirations
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
|
5
|
|
||||
Ending balance
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
19
|
|
|
Severance
and related
benefits
|
|
Other exit
related
costs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Balance as of December 27, 2014
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
39
|
|
Charges
|
4
|
|
|
7
|
|
|
11
|
|
|||
Cash payments
|
(19
|
)
|
|
(4
|
)
|
|
(23
|
)
|
|||
Non-cash charges
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Balance as of June 27, 2015
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
24
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||||||||||||
|
Unrealized gains (losses) on available-for-sale securities
|
|
Unrealized gains (losses) on cash flow hedges
|
|
Total
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
Unrealized gains (losses) on cash flow hedges
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Beginning balance
|
$
|
1
|
|
|
$
|
(13
|
)
|
|
$
|
(12
|
)
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
(3
|
)
|
Unrealized gains (losses) arising during the period, net of tax
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Reclassification adjustment for (gains) losses realized and included in net income (loss), net of tax
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Total other comprehensive income (loss)
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Ending balance
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Six Months Ended
|
||||||||||||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||||||||||||
|
Unrealized gains (losses) on available-for-sale securities
|
|
Unrealized gains (losses) on cash flow hedges
|
|
Total
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
Unrealized gains (losses) on cash flow hedges
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Beginning balance
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
Unrealized gains (losses) arising during the period, net of tax
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification adjustment for (gains) losses realized and included in net income (loss), net of tax
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Ending balance
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Level
|
|
Average
Availability for
Last Fiscal
Month
|
|
Base Rate
Revolver Loans:
Applicable Margin
|
|
LIBOR
Revolver Loans:
Applicable Margin
|
I
|
|
greater than or equal to 66.66% of the Revolver Commitment
|
|
0.50%
|
|
1.50%
|
II
|
|
greater than or equal to 33.33% of the Revolver Commitment, less than 66.66%
|
|
0.75%
|
|
1.75%
|
III
|
|
less than 33.33% of the Revolver Commitment
|
|
1.00%
|
|
2.00%
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
x86 microprocessors, as standalone devices or as incorporated as an accelerated processing unit (APU), chipsets, discrete graphics processing units (GPUs) and professional graphics; and
|
•
|
server and embedded processors, semi-custom System-on-Chip (SoC) products and technology for game consoles.
|
•
|
the Computing and Graphics segment, which primarily includes desktop and notebook processors and chipsets, discrete GPUs and professional graphics; and
|
•
|
the Enterprise, Embedded and Semi-Custom segment, which primarily includes server and embedded processors, semi-custom SoC products, engineering services and royalties.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
|
June 27,
2015 |
|
March 28,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Computing and Graphics
|
|
$
|
379
|
|
|
$
|
532
|
|
|
$
|
828
|
|
|
$
|
911
|
|
|
$
|
1,689
|
|
Enterprise, Embedded and Semi-Custom
|
|
563
|
|
|
498
|
|
|
613
|
|
|
1,061
|
|
|
1,149
|
|
|||||
Total net revenue
|
|
$
|
942
|
|
|
$
|
1,030
|
|
|
$
|
1,441
|
|
|
$
|
1,972
|
|
|
$
|
2,838
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Computing and Graphics
|
|
$
|
(147
|
)
|
|
$
|
(75
|
)
|
|
$
|
(6
|
)
|
|
$
|
(222
|
)
|
|
$
|
(3
|
)
|
Enterprise, Embedded and Semi-Custom
|
|
27
|
|
|
45
|
|
|
97
|
|
|
72
|
|
|
182
|
|
|||||
All Other
|
|
(17
|
)
|
|
(107
|
)
|
|
(28
|
)
|
|
(124
|
)
|
|
(67
|
)
|
|||||
Total operating income (loss)
|
|
$
|
(137
|
)
|
|
$
|
(137
|
)
|
|
$
|
63
|
|
|
$
|
(274
|
)
|
|
$
|
112
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
|
June 27,
2015 |
|
March 28,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||
|
|
(In millions except for percentages)
|
||||||||||||||||||
Cost of sales
|
|
$
|
710
|
|
|
$
|
704
|
|
|
$
|
943
|
|
|
$
|
1,414
|
|
|
$
|
1,853
|
|
Gross margin
|
|
232
|
|
|
326
|
|
|
498
|
|
|
558
|
|
|
985
|
|
|||||
Gross margin percentage
|
|
25
|
%
|
|
32
|
%
|
|
35
|
%
|
|
28
|
%
|
|
35
|
%
|
|||||
Research and development
|
|
235
|
|
|
242
|
|
|
277
|
|
|
477
|
|
|
556
|
|
|||||
Marketing, general and administrative
|
|
134
|
|
|
131
|
|
|
154
|
|
|
265
|
|
|
310
|
|
|||||
Amortization of acquired intangible assets
|
|
—
|
|
|
3
|
|
|
4
|
|
|
3
|
|
|
7
|
|
|||||
Restructuring and other special charges, net
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|||||
Interest expense
|
|
(40
|
)
|
|
(40
|
)
|
|
(46
|
)
|
|
(80
|
)
|
|
(93
|
)
|
|||||
Other income (expense), net
|
|
(3
|
)
|
|
—
|
|
|
(49
|
)
|
|
(3
|
)
|
|
(69
|
)
|
|||||
Provision for income taxes
|
|
1
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
6
|
|
|
Severance
and related
benefits
|
|
Other exit
related
costs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Balance at December 27, 2014
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
39
|
|
Charges
|
4
|
|
|
7
|
|
|
11
|
|
|||
Cash payments
|
(19
|
)
|
|
(4
|
)
|
|
(23
|
)
|
|||
Non-cash charges
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Balance as of June 27, 2015
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
24
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
June 27,
2015 |
|
March 28,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||
|
(In millions)
|
||||||||||||||||||
Cost of sales
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Research and development
|
10
|
|
|
10
|
|
|
11
|
|
|
20
|
|
|
23
|
|
|||||
Marketing, general and administrative
|
6
|
|
|
6
|
|
|
9
|
|
|
12
|
|
|
19
|
|
|||||
Stock-based compensation expense, net of tax of $0
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
21
|
|
|
$
|
34
|
|
|
$
|
44
|
|
|
Payments due by period as of June 27, 2015
|
||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Remainder of 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and
thereafter
|
||||||||||||||
6.75% Notes
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|||||||
7.75% Notes
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|||||||
7.50% Notes
|
475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|||||||
7.00% Notes
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||||
Secured Revolving Line of Credit
|
230
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other long-term liabilities
|
54
|
|
|
—
|
|
|
16
|
|
|
32
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|||||||
Aggregate interest obligation
(1)
|
962
|
|
|
75
|
|
|
148
|
|
|
148
|
|
|
148
|
|
|
126
|
|
|
317
|
|
|||||||
Capital lease obligations
(2)
|
8
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
287
|
|
|
24
|
|
|
47
|
|
|
46
|
|
|
42
|
|
|
24
|
|
|
104
|
|
|||||||
Purchase obligations
(3)
|
504
|
|
|
396
|
|
|
90
|
|
|
16
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||||
Obligations to GF
(4)
|
777
|
|
|
702
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
(5)
|
$
|
4,847
|
|
|
$
|
1,429
|
|
|
$
|
381
|
|
|
$
|
243
|
|
|
$
|
196
|
|
|
$
|
750
|
|
|
$
|
1,848
|
|
(1)
|
Represents estimated aggregate interest obligations for our outstanding debt obligations that are payable in cash, excluding capital lease obligations. Also excludes non-cash amortization of debt issuance costs.
|
(2)
|
Includes principal and imputed interest.
|
(3)
|
We have purchase obligations for goods and services where payments are based, in part, on the volume or type of services we acquire. In those cases, we only included the minimum volume of purchase obligations in the table above. Purchase orders for goods and services that are cancelable upon notice and without significant penalties are not included in the amounts above. In addition, we have obligations for software technology and licenses where payments are fixed and non-cancelable which are also included in the table above.
|
(4)
|
Includes our purchase obligations to GF for wafer manufacturing and research and development activities. The obligation for fiscal 2016 of at least
$75 million
represents our purchases under the fifth amendment to the WSA during the first quarter of fiscal 2016. We negotiate our purchase commitments with GF on an annual basis and as such we cannot meaningfully quantify or estimate our future purchase obligations to GF other than those set forth in the fifth amendment to the WSA, but we expect that our future purchases from GF will continue to be material.
|
(5)
|
Total amount excludes contractual obligations already recorded on our condensed consolidated balance sheets except for debt obligations and other long-term liabilities.
|
Period
|
Price as
Percentage of
Principal Amount
|
|
Beginning on August 1, 2015 through July 31, 2016
|
103.875
|
%
|
Beginning on August 1, 2016 through July 31, 2017
|
102.583
|
%
|
Beginning on August 1, 2017 through July 31, 2018
|
101.292
|
%
|
On August 1, 2018 and thereafter
|
100.000
|
%
|
Period
|
Price as
Percentage of
Principal Amount
|
|
Beginning on July 1, 2019 through June 30, 2020
|
103.500
|
%
|
Beginning on July 1, 2020 through June 30, 2021
|
102.333
|
%
|
Beginning on July 1, 2021 through June 30, 2022
|
101.167
|
%
|
On July 1, 2022 and thereafter
|
100.000
|
%
|
Level
|
|
Average
Availability for
Last Fiscal
Month
|
|
Base Rate
Revolver Loans:
Applicable Margin
|
|
LIBOR
Revolver Loans:
Applicable Margin
|
I
|
|
greater than or equal to 66.66% of the Revolver Commitment
|
|
0.50%
|
|
1.50%
|
II
|
|
greater than or equal to 33.33% of the Revolver Commitment, less than 66.66%
|
|
0.75%
|
|
1.75%
|
III
|
|
less than 33.33% of the Revolver Commitment
|
|
1.00%
|
|
2.00%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1A.
|
RISK FACTORS
|
•
|
business practices, including rebating and allocation strategies and pricing actions, designed to limit our market share and margins;
|
•
|
product mix and introduction schedules;
|
•
|
product bundling, marketing and merchandising strategies;
|
•
|
exclusivity payments to its current and potential customers and channel partners;
|
•
|
control over industry standards, PC manufacturers and other PC industry participants, including motherboard, memory, chipset and basic input/output system, or BIOS, suppliers and software companies as well as the graphics interface for Intel platforms; and
|
•
|
marketing and advertising expenditures in support of positioning the Intel brand over the brand of its original equipment manufacture (OEM) customers.
|
•
|
make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments;
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate and other purposes;
|
•
|
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general corporate purposes;
|
•
|
require us to use a substantial portion of our cash flow from operations to make debt service payments;
|
•
|
place us at a competitive disadvantage compared to our competitors with relatively less debt; and
|
•
|
increase our vulnerability to the impact of adverse economic and industry conditions.
|
•
|
incur additional indebtedness;
|
•
|
pay dividends and make other restricted payments;
|
•
|
make certain investments, including investments in our unrestricted subsidiaries;
|
•
|
|
•
|
create or permit certain liens;
|
•
|
create or permit restrictions on the ability of certain restricted subsidiaries to pay dividends or make other distributions to us;
|
•
|
use the proceeds from sales of assets;
|
•
|
enter into certain types of transactions with affiliates; and
|
•
|
consolidate or merge or sell our assets as an entirety or substantially as an entirety.
|
•
|
allow certain subsidiaries that manufacture or process inventory for us, AMD International Sales & Service, Ltd. or ATI Technologies ULC (collectively, the Loan Parties) to borrow secured debt or unsecured debt beyond a certain amount;
|
•
|
create any liens upon any of the Loan Parties’ property (other than customary permitted liens and liens on up to $1.5 billion of secured credit facilities debt (which amount includes our Secured Revolving Line of Credit));
|
•
|
declare or make any distributions;
|
•
|
create any encumbrance on the ability of a subsidiary to make any upstream payments;
|
•
|
make asset dispositions other than certain ordinary course dispositions;
|
•
|
make certain loans, make payments with respect to subordinated debt or certain borrowed money prior to its due date;
|
•
|
become a party to certain agreements restricting the Loan Parties’ ability to incur or repay debt, grant liens, make distributions; and
|
•
|
become party to certain agreements restricting the Loan Parties' ability to enter into any non-arm’s-length transaction with an affiliate.
|
•
|
a sudden or significant decrease in demand for our products;
|
•
|
a production or design defect in our products;
|
•
|
a higher incidence of inventory obsolescence because of rapidly changing technology and customer requirements;
|
•
|
a failure to accurately estimate customer demand for our products, including for our older products as our new products are introduced; or
|
•
|
our competitors taking aggressive pricing actions.
|
•
|
substantial declines in average selling prices;
|
•
|
the cyclical nature of supply and demand imbalances in the semiconductor industry;
|
•
|
a decline in demand for end-user products (such as PCs) that incorporate our products; and
|
•
|
excess inventory levels.
|
•
|
We also maintain confidential and personally identifiable information about our workers. The integrity and protection of our worker data is critical to our business and our workers have a high expectation that we will adequately protect their personal information. We anticipate an increase in costs related to:
|
•
|
implementing new data security procedures, including costs related to upgrading computer and network security;
|
•
|
training workers to maintain and monitor our security measures;
|
•
|
remediating any data security breach and addressing the related litigation; and
|
•
|
mitigating reputational harm.
|
•
|
expropriation;
|
•
|
changes in a specific country’s or region’s political or economic conditions;
|
•
|
changes in tax laws, trade protection measures and import or export licensing requirements;
|
•
|
difficulties in protecting our intellectual property;
|
•
|
difficulties in managing staffing and exposure to different employment practices and labor laws;
|
•
|
changes in foreign currency exchange rates;
|
•
|
restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;
|
•
|
changes in freight and interest rates;
|
•
|
disruption in air transportation between the United States and our overseas facilities;
|
•
|
loss or modification of exemptions for taxes and tariffs; and
|
•
|
compliance with U.S. laws and regulations related to international operations, including export control and economic sanctions laws and regulations and the Foreign Corrupt Practices Act.
|
ITEM 6.
|
EXHIBITS
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*10.1
|
|
Fifth Amendment to the Wafer Supply Agreement among Advanced Micro Devices, Inc., and GLOBALFOUNDRIES Inc. dated as of April 16, 2015.
|
10.2
|
|
First Amendment to Amended and Restated Loan and Security Agreement dated as of June 10, 2015, among Advanced Micro Devices, Inc., AMD International Sales & Service, Ltd., ATI Technologies ULC, and Bank of America, N.A.
|
**10.3
|
|
Offer Letter between Advanced Micro Devices, Inc. and Jim R. Anderson, dated April 17, 2015.
|
**10.4
|
|
Sign-on Bonus Letter between Advanced Micro Devices, Inc. and Jim R. Anderson, dated May 27, 2015.
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. These portions have been filed separately with the SEC.
|
**
|
Management contracts and compensatory plans or arrangements.
|
|
|
ADVANCED MICRO DEVICES, INC.
|
|
|
|
|
|
July 30, 2015
|
|
By:
|
/s/ Devinder Kumar
|
|
|
Name:
|
Devinder Kumar
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
Signing on behalf of the Registrant and as the Principal Financial and Accounting Officer
|
(A)
|
Performing initial calculations of any [****], [****] or [****] (as each term is defined below and per the process further detailed in Section 1(b)(iii)(4) below);
|
(B)
|
Managing requests for any changes to Exhibit C to this Fifth Amendment;
|
(C)
|
Aligning the Parties on 2015 [****] for the products named [****] and [****] pursuant to Section 1(b)(i)(1) above; and
|
(D)
|
Resolution of disputes between the Parties, including any changes pursuant to Section 1(f)(i) of this Fifth Amendment or any other process or design issues.
|
[
****
]
Waiver Product Name
|
Payment per Wafer
|
[
****
]
|
$*
|
[
****
]
|
$*
|
Technology Node
|
Mask Price
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
Technology Development Milestones
|
Anticipated Completion Date
|
Milestone Payment Amount
|
Payment Date (on or before)
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
[
****
]
|
Product Type
|
Technology Node(s) of Product(s)
|
Total 2014 Volume not produced by FoundryCo
|
[
****
]
|
|
|
[
****
]
|
|
|
OBLIGORS
:
|
ADVANCED MICRO DEVICES, INC.,
a Delaware corporation
|
AGENT AND LENDERS
:
|
BANK OF AMERICA, N.A., as Agent and a Lender
|
•
|
An initial new hire grant in restricted stock units (RSU’s) with a target value equivalent to
$1,750,000
vesting 33% annually in the following 3 years, assuming continuing active service with AMD through the vesting dates.
|
•
|
An annual grant valued at
$2,000,000
as follows:
|
•
|
$500,000
in time-based RSUs vesting 33% annually in the following three years, assuming continuing active service with AMD through the vesting dates.
|
•
|
$1,000,000
in performance-based RSUs tied to performance metrics as approved by the Compensation Committee.
|
•
|
$500,000
in stock options, with the exercise price equal to the closing price of AMD common stock on the date of grant, vesting 33% on the first anniversary date and quarterly thereafter over the following two years.
|
•
|
# of RSU’s = target value divided by the 30-day average closing price through and including the grant date.
|
•
|
401(k) and Roth 401(k) Retirement Savings Plan with Company Match
|
•
|
Medical, Dental and Vision Plans
|
•
|
Healthcare and Dependent Care Reimbursement Accounts
|
•
|
Minimum of 20 days annual vacation (At the outset of your employment, you will be eligible for 20 days of vacation per calendar year, pro-rated during your first calendar year of employment. In addition, AMD offers its employees at least 10 paid holidays each year)
|
1.
|
Sign-On Bonus
. AMD agrees to pay Candidate a one-time Sign-On Bonus of
$750,000.00
(“Bonus”), subject to all required taxes and withholdings, to be paid within thirty (30) days of Candidate’s first day of work for AMD (“Hire Date”). The Parties agree that the Bonus is an unvested wage advance upon receipt that Candidate will earn in its entirety by remaining employed by AMD for 24 months following the Hire Date.
|
2.
|
Repayment of Bonus.
Candidate agrees to repay to AMD all of the Bonus, according to the following terms:
|
(a)
|
Repayment Due to Termination of Employment.
If Candidate’s employment with AMD terminates less than 24 full months after the Hire Date, Candidate agrees to repay one hundred percent (100%) of the Bonus. Candidate agrees that repayment obligations under this Agreement are not reduced by completion of partial months of employment.
Candidate further agrees that Candidate will repay the Bonus by no later than the effective date of the employment termination, and that any outstanding balance on such repayment obligation is delinquent and immediately collectable the day following the effective date of termination.
|
(b)
|
Repayment Forgiveness.
AMD agrees to forgive any repayment due AMD under this Agreement where AMD terminates Candidate’s employment due to a company or department-wide reduction-in-force, termination other than for Cause (as defined below), or termination due to Candidate’s death or disability rendering him unable to continue with employment. AMD may also, in its sole discretion, forgive any repayment due AMD under this Agreement under circumstances of an extraordinary or unavoidable nature.
The Parties agree that Candidate’s voluntary termination of his/her employment, or AMD’s termination of Candidate’s employment for Cause, are not conditions requiring forgiveness of any repayment due AMD under this Agreement.
For purposes of this Agreement, “Cause” to terminate employment is defined as a willful act of embezzlement, fraud or dishonesty which resulted in material loss, material damage or material injury to AMD, as determined by the Company.
|
3.
|
No Guarantee of Continued Employment.
Nothing in this Agreement guarantees employment for any period of time.
|
4.
|
Consent to Offset.
Candidate agrees that any repayment due AMD under this Agreement may be deducted to the extent permitted by law from any amounts due Candidate from AMD at the time of employment termination, including wages, accrued vacation pay, incentive compensation payments, bonuses and commissions, and hereby expressly authorizes such deduction(s).
|
5.
|
Acknowledgements and Integration.
Candidate understands he/she has the right to discuss this Agreement with any individual, and that to the extent desired, he/she has availed himself/herself of this opportunity. Candidate further acknowledges that he/she has carefully read and fully understands the provisions of this Agreement, and that he/she is voluntarily entering into it without any duress or pressure from AMD. Candidate also understands and acknowledges that this Agreement is the entire agreement between him/her and AMD with respect to this subject matter, and Candidate acknowledges that AMD has not made any other statements, promises or commitments of any kind (written or oral) to cause Candidate to agree to the terms of this Agreement.
|
6.
|
Severability.
The Parties agree that should any provision of this Agreement be declared or determined by any court to be illegal, invalid or unenforceable, the remainder of the Agreement shall nonetheless remain binding and enforceable and the illegal, invalid or unenforceable provision(s) shall be modified only so much as necessary to comply with applicable law.
|
CANDIDATE
|
|
|
ADVANCED MICRO DEVICES, INC.
(including its affiliated companies)
|
Signature:
/s/ Jim R. Anderson
|
|
|
By:
/s/ Lisa Su
|
Printed Name: Jim Anderson
|
|
|
Title: Chief Executive Officer
|
Date:
May 27, 2015
|
|
|
Date:
7/28/2015
|
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Lisa T. Su
|
|
Name:
|
Lisa T. Su
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Devinder Kumar
|
|
Name:
|
Devinder Kumar
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
(i.)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 27, 2015 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Lisa T. Su
|
|
Name:
|
Lisa T. Su
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
(i.)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 27, 2015 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Devinder Kumar
|
|
Name:
|
Devinder Kumar
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|