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United States securities and exchange commission logo
September 28, 2021
Jeff Worth
Vice President and General Counsel
GLOBALFOUNDRIES Inc.
400 Stonebreak Road Extension
Malta, NY 12020
Re: GLOBALFOUNDRIES
Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Filed September 13,
2021
CIK No. 0001709048
Dear Mr. Worth:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 filed
September 13, 2021
Strategic Repositioning
Resized and Refocused Cost Structure, page 64
1. Please revise your
discussion of the non-IFRS financial measure Adjusted gross margin to
discuss the most
directly comparable IFRS measure (i.e., gross margin) with equal or
greater prominence to
avoid placing undue prominence on non-IFRS financial measures.
Refer to Question
102.10 of the Division's Compliance and Disclosure Interpretations for
Non-GAAP Financial
Measures. Additionally identify this measure, as well as Adjusted
gross profit, in your
preceding reconciliations of non-IFRS financial measures, reconciling
the measures to the
most directly comparable IFRS measure.
Jeff Worth
FirstName LastNameJeffInc.
Worth
GLOBALFOUNDRIES
Comapany 28,
September NameGLOBALFOUNDRIES
2021 Inc.
September
Page 2 28, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 68
2. In light of the significant period to period fluctuations in your
results of operations, please
discuss and quantify material underlying reasons for the change. With
respect to Net
revenues, please avoid using terms such as "primarily," and quantify
changes attributed to
more than one factor. For example, specifically address the underlying
drivers associated
with the increase in ASPs and product mix. Regarding Cost of revenues,
expand your
disclosure of material changes that may offset each other, given that
although you
quantify the change for the interim six months ended June 30, 2021
compared to the prior
interim period, the impact of the increase in wafer fabrication
shipments to the overall mix
is unclear. Further, expand your disclosure to address the factors
causing you to extend
the useful lives of your manufacturing equipment given the significant
impact such
change had on your current period interim results. Refer to Item 303
of Regulation S-K,
as well as SEC Interpretive Release Nos. 33-8350 and 33-6835.
Consolidated Statements of Financial Position, page F-7
3. We note your response to prior comment 10 regarding the classification
of the Loan from
shareholder within equity at December 31, 2020 and 2019. Please
respond to the
following:
Please tell us the business purpose for structuring each of the 5
tranches of the Loan
from shareholder as a loan versus a capital contribution.
Tell us the factors driving the significant number (three) and
dollar amount ($568
million) of loan repayments during 2021, with such amounts
exceeding repayments
made during 2020 and 2019.
IAS 32.18 requires the substance of the financial instruments,
rather than its legal
form to govern classification in the entity s statement of
financial position. Please
tell us how you considered the loan repayment history, including
increasing level of
repayments, during the last three years in evaluating the
substance of the loan from
shareholder. As part of your response, please discuss the
decision making process
you went through in deciding to repay amounts owed on the loan
during the last three
years.
In evaluating the substance of the financial instrument, tell us
how you considered the
fact that the loan was made from your sole shareholder, which
controls
management, and thus the decision making of the company. For
example, tell us how
you evaluated whether the shareholder was acting in the capacity
as a shareholder or
lender.
Your disclosure indicates that you anticipate the shareholder will
convert the loans
provided under the loan facilities to additional paid-in capital
immediately prior to
the consummation of the offering. Tell us the status of these
discussions, and
whether additional repayments are expected prior to this
occurring.
You may contact Effie Simpson at (202) 551-3346 or Mark Rakip at (202)
551-3573 if
Jeff Worth
GLOBALFOUNDRIES Inc.
September 28, 2021
Page 3
you have questions regarding comments on the financial statements and related
matters. Please
contact Sherry Haywood at (202) 551-3345 or Geoffrey Kruczek at (202) 551-3641
with any
other questions.
FirstName LastNameJeff Worth Sincerely,
Comapany NameGLOBALFOUNDRIES Inc.
Division of
Corporation Finance
September 28, 2021 Page 3 Office of
Manufacturing
FirstName LastName