SEC Filing | Globalfoundries Inc.

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gfs-20230331

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

Commission File Number 001-40974

GLOBALFOUNDRIES Inc.

400 Stonebreak Road Extension

Malta, NY 12020

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Attached hereto are the following exhibits.


Exhibit 99.1			Unaudited Interim Condensed Consolidated Financial Statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022.
Exhibit 99.2			Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2023 and 2022.

SIGNATURES

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


	GLOBALFOUNDRIES Inc.

Date: May 18, 2023	By:	/s/ Thomas Caulfield
	Name:	Dr. Thomas Caulfield
	Title:	President & Chief Executive Officer

gfs-20230331_d2

GLOBALFOUNDRIES INC.

TABLE OF CONTENTS



Unaudited Statements			Page

Interim Condensed Consolidated Statements of Financial Position			2
Interim Condensed Consolidated Statements of Operations			3
Interim Condensed Consolidated Statements of Comprehensive Income			4
Interim Condensed Consolidated Statements of Changes in Equit y			5
Interim Condensed Consolidated Statements of Cash Flows			6
Notes to Interim Condensed Consolidated Financial Statements			7-15

- 1 -

GLOBALFOUNDRIES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF March 31, 2023* AND December 31, 2022**


	As of
(in millions except for share amounts)	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,256	$	2,352
Marketable securities	653		622
Receivables, prepayments and other assets	1,296		1,487

Inventories	1,423		1,339
Total current assets	5,628		5,800
Noncurrent assets:
Property, plant and equipment, net	10,829		10,596
Goodwill and intangible assets, net	369		363
Marketable securities	323		372
Other noncurrent financial assets	139		137
Deferred tax assets	271		292
Receivables, prepayments and other assets	256		281
Total noncurrent assets	12,187		12,041
Total assets	$	17,815	$	17,841

LIABILITIES AND EQUITY
Current liabilities:
Trade payables and other current liabilities	$	2,400	$	2,849
Provisions	68		102
Current portion of deferred income from government grants	151		110
Current portion of lease obligations	71		75
Current portion of long-term debt	205		223
Total current liabilities	2,895		3,359
Noncurrent liabilities
Noncurrent portion of long-term debt	2,310		2,288
Noncurrent portion of deferred income from government grants	297		294
Provisions	197		196
Noncurrent portion of lease obligations	312		270
Other noncurrent liabilities	1,497		1,474
Total noncurrent liabilities	4,613		4,522
Total liabilities	$	7,508	$	7,881
Equity:
Share capital
Ordinary shares, $0.02 par value, 551,780 thousand and 547,755 thousand shares issued and outstanding as of March 31, 2023 and December 31, 2022	$	11	$	11
Additional paid-in capital	23,916		23,831
Accumulated deficit	(13,767)		(14,021)
Accumulated other comprehensive income	100		92
Equity attributable to the shareholders of GLOBALFOUNDRIES INC.	10,260		9,913
Non-controlling interest	47		47
Total equity	10,307		9,960
Total liabilities and equity	$	17,815	$	17,841

*unaudited

**audited

The accompanying notes are an integral part of these interim condensed consolidated financial statements

-2-

GLOBALFOUNDRIES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE

Three Months Ended March 31, 2023 AND 2022

(unaudited)


(in millions except per share amounts)	Three Months Ended March 31,
	2023		2022
Net revenue	$	1,841	$	1,940
Cost of revenue	1,326		1,471
Gross profit	515		469
Research and development expenses	109		128
Selling, general and administrative expenses	111		116
Restructuring expenses	5		—
Operating expenses	225		244
Profit from operations	290		225

Finance income (expenses), net	1		(28)
Share of profit of joint ventures	1		1
Other income (expense), net	(15)		9
Profit before income taxes	277		207
Income tax expense	(23)		(29)
Net income for the period	$	254	$	178
Attributable to:
Shareholders of GLOBALFOUNDRIES INC.	254		179
Non-controlling interest	—		(1)
Net income for the period	$	254	$	178
Net earnings per share attributable to the equity holders of the Company:
Basic weighted average common shares outstanding	550		532
Diluted weighted average common shares outstanding	555		549
Basic earnings per share	$	0.46	$	0.34
Diluted earnings per share	$	0.46	$	0.33

The accompanying notes are an integral part of these interim condensed consolidated financial statements

-3-

GLOBALFOUNDRIES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE

Three Months Ended March 31, 2023 AND 2022

(unaudited)


(in millions)	Three Months Ended March 31,
	2023		2022
Net income for the period
Attributable to:
Shareholders of GLOBALFOUNDRIES INC.	$	254	$	179
Non-controlling interest	—		(1)
Net income for the period	$	254	$	178

Other comprehensive income, net of tax:
Items that may be reclassified subsequently to profit:
Share of foreign exchange fluctuation reserve of joint ventures	$	2	$	(2)
Effective portion of changes in the fair value of cash flow hedges	3		79
Fair value on investments measured at fair value through other comprehensive income	3		—
Income tax effect	—		(2)
Total other comprehensive income for the period	$	8	$	75

Attributable to:
Shareholders of GLOBALFOUNDRIES INC.	$	8	$	75

Total other comprehensive income for the period	$	8	$	75

Total comprehensive income for the period	$	262	$	253

Attributable to:
Shareholders of GLOBALFOUNDRIES INC.	$	262	$	254
Non-controlling interest	—		(1)
Total comprehensive income for the period	$	262	$	253

The accompanying notes are an integral part of these interim condensed consolidated financial statements

-4-

GLOBALFOUNDRIES INC

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE Three Months Ended March 31, 2023 AND 2022

(unaudited)


	Equity Attributable to Shareholders of GLOBALFOUNDRIES Inc.

(in millions)	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Hedging Reserve		Foreign Currency Translation and Investments Reserves		Total		Non Controlling Interest		Total Equity
	Shares	Amount

December 31, 2021	532	$	11	$	23,487	$	(15,469)	$	(57)	$	3	$7,975		$	58	$	8,033

Share-based compensation	—	—		53		—		—		—		53		—		53
Net income	—	—		—		179		—		—		179		(1)		178
Other comprehensive income	—	—		—		—		77		(2)		75		—		75
March 31, 2022	$532	$11		$23,540		$(15,290)		$20		$1		$8,282		$57		$8,339

December 31, 2022	548	$	11	$	23,831	$	(14,021)	$	103	$	(11)	$	9,913	$	47	$	9,960
Proceeds from issuance of equity instruments	4	—		50		—		—		—		50		—		50

Share-based compensation	—	—		35		—		—		—		35		—		35
Net income	—	—		—		254		—		—		254		—		254
Other comprehensive income	—	—		—		—		3		5		8		—		8
March 31, 2023	552	$	11	$	23,916	$	(13,767)	$	106	$	(6)	$	10,260	$	47	$	10,307

The accompanying notes are an integral part of these interim condensed consolidated financial statements

-5-

GLOBALFOUNDRIES INC

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE

Three Months Ended March 31, 2023 AND 2022

(unaudited)


(in millions)	Three Months Ended March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	254	$	178
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	312		356
Amortization of intangible assets	31		52
Share-based compensation	35		53
Interest, income taxes paid and finance income (expense), net	7		10


Amortization of deferred income from government grants	(7)		(8)
Deferred income taxes, net	22		19
Gain on disposal of property, plant and equipment and other	(1)		(4)
Change in assets and liabilities:
Receivables, prepayments, other assets and other noncurrent assets	29		16
Inventories	(84)		(64)
Trade and other payables	(119)		237
Net cash provided by operating activities	479		845

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment, net	(805)		(612)
Purchase of intangible assets	(48)		(31)
Proceeds from the sale of EFK business	238		—
Advances and proceeds from sale of property, plant and equipment and intangible assets	4		9
Purchases of investment in marketable securities	(187)		—
Proceeds from the sale of investment in marketable securities	212		—
Other investing activities	—		(5)
Net cash used in investing activities	(586)		(639)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from borrowings	44		214
Repayments of debt and finance lease obligations	(74)		(107)
Proceeds from issuance of equity instruments and other	37		—

Other financing activities	3		11

Net cash provided by financing activities	10		118
Effect of exchange rate changes on cash and cash equivalents	1		1
Net increase/(decrease) in cash and cash equivalents	(96)		325
Cash and cash equivalents at the beginning of the period	2,352		2,939
Cash and cash equivalents at the end of the period	$	2,256	$	3,264
Noncash investing and financing activities:
Amounts payable for property, plant and equipment	$	526	$	519
Property, plant and equipment acquired through lease	$	53	$	60
Amounts payable for intangible assets	$	64	$	114

(

The accompanying notes are an integral part of these interim condensed consolidated financial statements

-6-

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Corporate Information

Company Operations

GLOBALFOUNDRIES Inc. (“GLOBALFOUNDRIES”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The address of GLOBALFOUNDRIES’ registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands.

GLOBALFOUNDRIES and its subsidiaries (together referred to as the “Company”, “GlobalFoundries”, “GF”, “we”, or “us”) is one of the world’s leading semiconductor foundries and offers a full range of mainstream wafer fabrication services and technologies. The Company manufactures a broad range of semiconductor devices, including microprocessors, mobile application processors, baseband processors, network processors, radio frequency modems, microcontroller, and power management units.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Statement of Compliance — The accompanying interim condensed consolidated financial statements have been prepared by management of the Company in accordance with the rules and regulations of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements prepared in accordance with IFRS as issued by the IASB and should be read in conjunction with the Company’s annual consolidated financial statements, included in GLOBALFOUNDRIES' Annual Report on Form 20-F for the year ended December 31, 2022.

The interim condensed consolidated financial statements were authorized by the Audit, Risk and Compliance Committee of GLOBALFOUNDRIES’ Board of Directors on May 16, 2023, to be issued and subsequent events have been evaluated for their potential effect on the interim condensed consolidated financial statements through May 18, 2022.

Significant Accounting Judgments, Estimates and Assumptions — The preparation of financial statements in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for a fair presentation of the financial information for the periods indicated, have been included. The results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Significant Accounting Policies — Except as set forth below, the accounting policies (including accounting judgements, estimates and assumptions) adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual audited consolidated financial statements contained in our Annual Report on Form 20-F for the year ended December 31, 2022.

Property, Plant and Equipment — We periodically assess the estimated useful lives of property, plant and equipment. As a result of a review completed in April 2023, the Company concluded the estimated maximum useful life of buildings should be increased from 26 years to 50 years. This change in estimate was applied prospectively, effective beginning in the first quarter of 2023. The Company determined that the change in estimated maximum useful lives of buildings did not have a material impact on the financial statements as of and for the three months ended March 31, 2023.

Recent Accounting Pronouncements, Adopted:

Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 Interest Rate Benchmark Reform (“IBOR reform”)

Refer to the audited consolidated financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2022.

- 7 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3. Net Revenue

The following table presents the Company’s revenue disaggregated based on revenue source and timing of revenue recognition for the three month periods ended March 31, 2023 and 2022. The Company believes these categories best depict the nature and timing of revenue:


(in millions)	Three Months Ended March 31,
	2023		2022
Type of goods and services:
Wafer fabrication	$	1,680	$	1,825
Engineering and other pre-fabrication services	161		115
	$	1,841	$	1,940

Timing of revenue recognition:
Revenue recognized over time	$	107	$	127
Revenue recognized at a point in time	1,734		1,813
	$	1,841	$	1,940

Note 4. Income taxes

For tax reporting purposes, the Company consolidates its entities under GLOBALFOUNDRIES Inc., a Cayman Islands entity. As a Cayman Islands corporation, the Company’s domestic statutory income tax rate is 0.0%. The difference between the Company’s domestic statutory income tax rate and its effective income tax rate reflected in the income tax benefit or income tax expense is primarily due to the effect of the tax rates and permanent differences in the other jurisdictions in which the Company operates.

The effective tax rate for the three months ended March 31, 2023 and 2022 was 8.3% and 14.0%, respectively. The decrease for the three months ended March 31, 2023 compared to the prior year was primarily due to an improved mix of income in certain jurisdictions and a benefit related to Singapore tax incentives, partially offset by additional withholding tax expense accrued in the United States.

Note 5. Earnings Per Share

Basic earnings per share ("EPS") is based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share is based upon the weighted average number of common shares outstanding during the period assuming the issuance of common shares for all potentially dilutive common shares outstanding.

The following table sets forth the computation of basic and diluted earnings per share:


(in millions except per share amounts)	Three Months Ended March 31,
	2023		2022
Net income attributable to equity shareholders of the Company	$	254	$	179

Weighted average shares outstanding
Basic	550		532
Diluted	555		549

Total basic and diluted EPS attributable to equity shareholders
Basic	$	0.46	$	0.34
Diluted	$	0.46	$	0.33

- 8 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. Property Plant and Equipment


(in millions)	Land and Land Improvements		Building and Leasehold Improvements		Equipment		Computer		Construction in Progress		Total
Cost











As of December 31, 2022	$	122	$	7,867	$	22,569	$	439	$	3,384	$	34,381
Additions	—		56		2		—		485		543
Transfers from construction in progress	—		13		(19)		2		4		—
Disposals	—		—		(94)		—		(3)		(97)
Effect of exchange rate changes	1		1		6		—		—		8
As of March 31, 2023	$	123	$	7,937	$	22,464	$	441	$	3,870	$	34,835




Accumulated Depreciation and Impairment










As of December 31, 2022	$	39	$	4,544	$	18,804	$	391	$	7	$	23,785
Additions	1		76		230		5		—		312
Disposals	—		—		(94)		—		—		(94)
Effect of exchange rate changes	—		—		3		—		—		3
As of March 31, 2023	$	40	$	4,620	$	18,943	$	396	$	7	$	24,006

Net book value as of December 31, 2022	$	83	$	3,323	$	3,765	$	48	$	3,377	$	10,596
Net book value as of March 31, 2023	$	83	$	3,317	$	3,521	$	45	$	3,863	$	10,829

For the three months ended March 31, 2023 and 2022, the depreciation expense of property, plant and equipment was $312 million and $356 million, respectively.

Note 7. Restructuring

The Company incurred $5 million of restructuring costs during the three months ended March 31, 2023. These costs are included in restructuring expenses in the Company’s consolidated statements of operations.

The changes to the restructuring provisions recorded on the consolidated statements of financial position as of March 31, 2023, are summarized as follows:


(in millions)	2023
Beginning balance as of December 31, 2022	$	86
Provision	5

Amounts paid	(39)

Ending balance as of March 31, 2023	$	52

Note 8. Receivables, Prepayments and Other Assets

- 9 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


(in millions)	March 31, 2023		December 31, 2022
Current:
Trade receivables, other than related parties	$	851	$	824
Other receivables	285		497
Unbilled accounts receivable (1)	33		24
Receivables from government grants	50		52
Receivables from related parties	10		11
Derivative assets	67		79
	$	1,296	$	1,487
Non-current:

Advances to suppliers	$	230	$	235

Other	26		46
Total	$	256	$	281

(1) Unbilled accounts receivable represents amounts recognized on revenue contracts less associated advances and progress billings. These amounts will be billed in accordance with the agreed-upon contractual terms or rendering services.

The following table summarizes the activity in the Company’s unbilled accounts receivable for the three months ended March 31, 2023 and the twelve months ended December 31, 2022, respectively:


(in millions)	March 31, 2023		December 31, 2022
Balance, beginning of period	$	24	$	43
Revenue recognized during the period	32		87
Amounts invoiced	(23)		(106)

Balance, end of period	$	33	$	24

Note 9. Inventories

The Company records inventories at the lower of cost or net realizable value for finished goods, work-in-progress, raw materials, and supplies. The Company makes inventory write-downs on an item-by-item basis, except where it may be appropriate to group similar or related items.


(in millions)	March 31, 2023		December 31, 2022
Work in progress	$	1,012	$	1,025
Raw materials and supplies	411		314

Total	$	1,423	$	1,339

Note 10. Long Term Debt

The following table outlines the terms and amounts of the Company’s debt:

- 10 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


Description	Currency	Nominal Interest Rate	Year of Maturity	March 31, 2023		December 31, 2022
				(in millions)
2018 Tool Equipment Purchase and Lease Financing	USD	LIBOR + 1.60%	2023	$	—	$	19
2019 Tool Equipment Purchase and Lease Financing	USD	LIBOR + 1.75%	2024	85		85
2019 USD Dresden Equipment Financing	USD	LIBOR + 1.75%	2024	36		36
2020 USD Equipment Financing	USD	LIBOR + 1.90%	2025	59		59
2019 EUR Dresden Equipment Financing	EUR	EURIBOR + 1.75%	2026	14		13
Various	EUR, USD	Various	2024-2026	11		11
Current total				$	205	$	223

2019 Tool Equipment Purchase and Lease Financing	USD	LIBOR + 1.75%	2024	—		21
2019 USD Dresden Equipment Financing	USD	LIBOR + 2.25%	2026	108		108
2020 USD Equipment Financing	USD	LIBOR + 1.90%	2025	78		93
USD Term Loan A	USD	LIBOR + 2.90%	2025	649		649
EUR Term Loan A	EUR	EURIBOR + 2.60%	2025	90		89
2019 EUR Dresden Equipment Financing	EUR	EURIBOR + 1.75%	2026	394		387
2021 SGD EDB Loan	SGD	1.40%	2041	970		923
Various	EUR, USD	Various	2024-2027	21		18
Noncurrent total				$	2,310	$	2,288
Total				$	2,515	$	2,511

The following table summarizes unutilized credit facilities available to the Company to maintain liquidity necessary to fund operations:


(in millions)	March 31, 2023		December 31, 2022

Citibank Revolving Credit Facility	$	1,011	$	1,012
SGD EDB Loan	—		42

Uncommitted Credit Facilities(1)	59		64



Total	$	1,070	$	1,118

(1) Subject to lender approval before draw-down or being usable.

Note 11. Related Party Disclosures

- 11 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The total amounts of $10 million and $11 million due from related parties as of March 31, 2023 and December 31, 2022, respectively, have been included in receivables, prepayments and other assets (see Note 7). The $7 million and $10 million due to related parties as of March 31, 2023 and December 31, 2022, respectively, have been included in trade and other payables.

Related party balances disclosed in the interim condensed consolidated statements of financial position related to Silicon Manufacturing Partners Pte Ltd. ("SMP"). SMP is a joint venture with LSI Technology (Singapore) Pte. Ltd. The Company holds a 49% interest in SMP and manages all aspects of its manufacturing operations.

The following table presents the related party transactions included in the interim condensed consolidated statements of operations:


(in millions)	Three Months Ended March 31,
	2023		2022
Purchases from: *
SMP	$	10	$	13

Other transactions with:
SMP (reimbursement of expenses and contribution of tools)	$	13	$	10

* Purchases from SMP were primarily comprised of wafer purchases.

Note 12. Commitments and Contingencies

Commitments – The Company’s unconditional purchase commitments are as follows:


(in millions)	March 31, 2023		December 31, 2022
Contracts for capital expenditures	$	2,195	$	2,774
Contracts for operating expenditures	3,325		3,587
	$	5,520	$	6,361
Due within the next 12 months	$	1,943	$	2,732

In addition to the above, the Company obtained letters of credit to primarily guarantee payments for utility suppliers and foreign statutory payroll related charges. The Company has obtained letters of credit of $20 million as of March 31, 2023 and December 31, 2022 and has drawn down bank guarantees of $9 million and $4 million as of March 31, 2023 and December 31, 2022.

Contingencies — From time to time, the Company is a party to claims that arise in the normal course of business. These claims include allegations of infringement of intellectual property rights of others as well as other claims of liability. In addition, the Company, on a case by case basis, includes intellectual property indemnification provisions in the terms of sale and technology licenses with third parties. The Company is also subject to various taxes in the different jurisdictions in which it operates. These include property, goods and services, and other non-income taxes. The Company accrues costs associated with these matters when they become probable and reasonably estimable. The Company does not believe it is probable that losses associated with these matters beyond those already recognized will be incurred in amounts that would be material to the interim condensed consolidated statements of financial position or interim condensed consolidated statements of operations and comprehensive income (loss).

- 12 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On April 28, 2021, International Business Machines (“IBM”) sent the Company a letter alleging that the Company did not fulfill the Company’s obligations under the contracts the Company entered into with IBM in 2014 associated with the Company’s acquisition of IBM’s Microelectronics business. IBM asserted that the Company engaged in fraudulent misrepresentations during the underlying negotiations, and claimed the Company owed them at least $2.5 billion damages and restitution. On June 7, 2021, the Company filed a complaint with the New York State Supreme Court (the “Court”) seeking a declaratory judgment that the Company did not breach the relevant contracts. IBM subsequently filed its complaint with the Court on June 8, 2021. On September 14, 2021, the Court granted the Company's motion to dismiss IBM’s claims of fraud, unjust enrichment and breach of the implied covenant of good faith and fair dealing. IBM appealed its fraud claim, and on April 7, 2022, the New York Appellate Division reversed the Court’s decision. The Company believes, based on discussions with legal counsel, that it has meritorious defenses against IBM’s claims. The Company disputes IBM’s claims and intends to vigorously defend against them.

Note 13. Fair Value Measurements

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

•Level 1: observable inputs such as quoted prices in active markets for identical assets or liabilities;

•Level 2: inputs other than quoted prices in active markets in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for similar assets or liabilities that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and

•Level 3: unobservable inputs for which little or no market data exists, therefore requiring management judgment to develop the Company’s own models with estimates and assumptions.

Cash Equivalents - Cash equivalents include investments in government obligation-based money market funds, other money market instruments and interest-bearing deposits with initial or remaining terms of three months or less. The fair value of cash equivalents approximates its carrying value due to the short-term nature of these instruments.

Marketable Securities - Marketable securities include U.S. Treasury Securities, U.S. Government Sponsored Enterprises, floating rate securities, money market mutual funds, corporate debt instruments and other Notes, bonds or debt securities issued by non-U.S. sovereign or multilateral entities, as these securities all have quoted prices in active markets.

- 13 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:


(in millions)			Quoted Prices Identical Assets/ Liabilities		Significant Other Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
December 31, 2022
Assets:
Cash equivalents(1)	$	961	$	961	$	—	$	—

Equity instruments(2)	$	15	$	—	$	—	$	15

Derivatives(3)	$	177	$	—	$	177	$	—

Marketable securities	$	994	$	994	$	—	$	—

Liabilities:
Derivatives(3)	$	66	$	—	$	66	$	—

March 31, 2023
Assets:
Cash equivalents(1)	$	1,408	$	1,408	$	—	$	—

Equity instruments(2)	$	15	$	—	$	—	$	15

Derivatives(3)	$	166	$	—	$	166	$	—

Marketable securities	$	976	$	976	$	—	$	—

Liabilities:
Derivatives(3)	$	33	$	—	$	33	$	—

(1) Included in cash and cash equivalents on the Company’s interim condensed consolidated statements of financial position.

(2) Included in current and non-current receivables, prepayments and other assets on the Company’s interim condensed consolidated statements of financial position.

(3) Consists of foreign currency forward contracts, interest rate swaps, cross currency swaps and commodity hedge. Included in other current and non-current financial assets on the Company’s interim condensed consolidated statements of financial position.

During the three months ended March 31, 2023 and 2022, there were no transfers between Level 1, Level 2 or Level 3 fair value measurements.

Assets Measured and Recorded at Fair Value on a Non- Recurring Basis

Certain assets and liabilities, such as equity method investments, intangible assets and property, plant and equipment, and other non-financial assets are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period.

- 14 -

GLOBALFOUNDRIES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Financial instruments not recorded at fair value on a recurring basis include grants receivable, loans receivable, lease obligations and the Company’s current and noncurrent portion of long-term debt.

The carrying amounts and fair values of the Company’s financial instruments not recorded at fair value on a recurring basis are presented in the following table:


(in millions)	March 31, 2023				December 31, 2022
Financial Liabilities	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Other long-term debt	2,515		2,312		2,511		2,414
Total	$	2,515	$	2,312	$	2,511	$	2,414

Estimated fair values of long-term debt are based on quoted prices for similar liabilities for which significant inputs are observable and represents a Level 2 valuation. The fair values are estimated based on the type of debt and their maturities. The Company estimates the fair value using market interest rates of debts with similar maturities.

Note 14. Share-Based Compensation

We measure and recognize compensation expense related to share-based transactions, including employee, consultant, and non-employee director share option awards, in our consolidated financial statements based on fair value. The fair value of each award is estimated on the date of grant using the Black-Scholes option pricing model for options, and the Monte Carlo simulation model for the performance share units and a share price at the grant date for the restricted share units. The Black-Scholes model and Monte Carlo model both require management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the awards, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount of time that awards granted are expected to be outstanding, based on forecasted exercise behavior. The option pricing model requires the input of highly subjective assumptions, including the estimated fair value of the Company’s stock, expected term of the awards, expected volatility of the price of the Company’s shares, risk free interest rate and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company estimates the expected forfeiture for options utilizing historical data, and only recognizes expense when a defined liquidity event (change in control or IPO) is deemed probable on the number of awards that are expected to vest. After applying a forfeiture estimate during each reporting period for when they are probable of vesting, the Company recognizes expense on a graded attribution basis for each tranche of the award over the period from the grant date to the later of the one-year anniversary of estimated time following a liquidity event or the legal vesting dates.

The Company offers an Employee Stock Purchase Plan which provides eligible employees with an opportunity to purchase our ordinary shares through payroll deductions of up to 10% of their eligible compensation. A participant may purchase a maximum of 2,500 ordinary shares during the purchase period. Amounts deducted and accumulated by the participant are used to purchase ordinary shares at the end of each six-month period, with the Company matching 20% of each employee's contributions on an after-tax basis.

- 15 -

Document

GLOBALFOUNDRIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This document includes “forward-looking statements” that reflect our current expectations and views of future events. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and include but are not limited to, statements regarding our financial outlook, future guidance, product development, business strategy and plans, and market trends, opportunities and positioning. These statements are based on current expectations, assumptions, estimates, forecasts, projections and limited information available at the time they are made. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall,” "outlook," "on track," and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to a broad variety of risks and uncertainties, both known and unknown. Any inaccuracy in our assumptions and estimates could affect the realization of the expectations or forecasts in these forward-looking statements. For example, our business could be impacted by geopolitical conditions such as the ongoing trade and political tensions with China and the Russia/Ukraine conflict and actions taken in response to such events; the market for our products may develop more slowly than expected or than it has in the past; our operating results may fluctuate more than expected; there may be significant fluctuations in our results of operations and cash flows related to our revenue recognition or otherwise; a network or data security incident that allows unauthorized access to our network or data or our customers’ data could damage our reputation; we could experience interruptions or performance problems associated with our technology, including a service outage; and global economic conditions could deteriorate, including due to increasing interest rates, rising inflation, and any potential recession. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Moreover, we operate in a competitive and rapidly changing market, and new risks may emerge from time to time. You should not rely upon forward-looking statements as predictions of future events. These statements are based on our historical performance and on our current plans, estimates and projections in light of information currently available to us, and therefore you should not place undue reliance on them.

Although we believe that the expectations reflected in our statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we, nor any other person, assumes responsibility for the accuracy and completeness of these statements. Recipients are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made and should not be construed as statements of fact. Except to the extent required by federal securities laws, we undertake no obligation to update any information or any forward-looking statements as a result of new information, subsequent events, or any other circumstances after the date hereof, or to reflect the occurrence of unanticipated events. For a discussion of potential risks and uncertainties, please refer to the risk factors and cautionary statements in GLOBALFOUNDRIES’ Annual Report on Form 20-F for the year ended December 31, 2022, current reports on Form 6-K and other reports filed with the Securities and Exchange Commission (the “SEC”). Copies of our SEC filings are available on our Investor Relations website, investors.gf.com, or from the SEC website, www.sec.gov.

GLOBALFOUNDRIES INC.

OPERATING AND FINANCIAL REVIEWS AND PROSPECTS

Overview

GLOBALFOUNDRIES Inc. (“We,” “GF,” or the “Company”) is one of the world’s leading semiconductor foundries. We manufacture complex, feature-rich integrated circuits (“ICs”) that enable billions of electronic devices that are pervasive throughout nearly every sector of the global economy. With our specialized foundry manufacturing processes, a library consisting of thousands of IP titles, and differentiated transistor and device technology, we serve a broad range of customers, including the global leaders in IC design, and provide optimized solutions for the function, performance and power requirements of critical applications driving key secular growth end markets.

The combination of our highly-differentiated technology and our scaled manufacturing footprint enables us to attract a large share of single-sourced products and long-term supply agreements (“LTAs”), providing a high degree of revenue visibility and significant operating leverage, resulting in improved financial performance and bottom line growth. These agreements include binding, multi-year, reciprocal annual (and, in some cases, quarterly) minimum purchase and supply commitments with wafer pricing and associated mechanics outlined for the contract term. Through an intense focus on collaboration, we have built deep strategic partnerships with a broad base of more than 40 customers with LTAs as of March 31, 2023, many of whom are the global leaders in their field.

The principal source of our revenue is wafer fabrication and sales of finished semiconductor wafers, which accounted for approximately 91% of our net revenue during the quarter ended March 31, 2023. The rest of our net revenue was mainly derived from photomask manufacturing, sourcing services and pre-fab manufacturing services.

The semiconductor industry is susceptible to uncertain economic conditions that could impact demand. We remain cautious regarding the macroeconomic headwinds facing our industry in the first half of 2023. We continue to implement a long-term partnership-driven model with our industry, which is driving improved visibility for our business through this period of uncertainty.

Components of Results of Operations

Net Revenue

We generate the majority of our revenue from volume production and sales of finished semiconductor wafers, which are priced on a per-wafer basis for the applicable design. We also generate revenue from pre-fabrication services such as rendering of non-recurring engineering (“NRE”) services, mask production and pre-fabrication services such as bump, test, and packaging. Pricing is typically agreed prior to production and then updated based on subsequent period negotiations.

Cost of Revenue

Cost of revenue consists primarily of material expenses, depreciation and amortization, employee-related expenses, facility costs and costs of fixed assets, including maintenance and spare parts. Material expenses primarily include the costs of raw wafers, test wafers, photomasks, resists, process gases, process chemicals, other operating supplies and external service costs for wafer manufacturing. Costs related to NRE services are also included within the cost of revenue. As it pertains to inflation and inflationary-headwinds we are facing within our business, we have experienced an increase in costs for materials and energy in the current period, and we expect these increases to continue to have an adverse impact on our financial results of operations, while these economic conditions persist.

Depreciation and amortization charges primarily include the depreciation of clean room production equipment We periodically assess the estimated useful lives of property, plant and equipment. As a result of a review completed in April 2023, the Company concluded the estimated maximum useful life of buildings should be increased from 26 years to 50 years. This change in estimate was applied prospectively, effective beginning in the first quarter of 2023. We depreciate equipment on a straight-line basis over a two-to-ten-year period. We depreciate equipment on a straight-line basis over a two-to-ten-year period. Employee-related expenses primarily include employee wages and salaries, social security contributions and benefit costs for operators, maintenance technicians, process engineers, supply chain, IT production, yield improvement and health and safety roles. Facility costs primarily consist of the costs

GLOBALFOUNDRIES INC.

of electricity, water and other utilities and services. We expect cost of revenue to increase modestly in absolute terms and as a percentage of revenue in the second quarter 2023.

Operating Expenses

Our operating expenses consist of research and development (“R&D”), selling, general and administrative expenses, and restructuring charges. Personnel costs are the most significant component of our operating expenses and consist of salaries, benefits, bonuses, share-based compensation, and commissions.

Research and Development (“R&D”)

Our R&D efforts are focused on developing highly differentiated process technologies and solutions. Our R&D expense includes personnel costs, material costs, software license and intellectual property expenses, facility costs, supplies, professional and consulting fees, and depreciation on equipment used in R&D activities. Our development roadmap includes new platform investments, platform features and extensions, and investments in emerging technology capabilities and solutions. We expense R&D costs as incurred. We believe that continued investment in our technology portfolio is important for our future growth and acquisition of new customers. We expect our R&D expense to increase modestly in absolute terms and as a percentage of revenue in the second quarter 2023..

Selling, General and Administrative (“SG&A”)

SG&A expenses consist primarily of personnel-related costs, including sales commissions to independent sales representatives and professional fees, including the costs of accounting, audit, legal, regulatory and tax compliance. Additionally, costs related to advertising, trade shows, corporate marketing and allocated overhead costs are also included in SG&A expenses.

Since we became a publicly traded company in October 2021, we have and will continue to incur increased audit, accounting, legal, information technology, regulatory, compliance, director and officer insurance costs as well as investor and public relations expenses associated with operating as a public company. We expect SG&A expenses to decrease modestly in absolute terms and as a percentage of revenue in the second quarter 2023.

Restructuring Charges

Restructuring charges relate to reductions in our global workforce , leased workspace and we engage consultants for strategic support of the restructuring.

Other Operating Charges

Finance Income (Expense), net

Finance income (expense), net consists primarily of interest on borrowings, amortization of debt issuance costs under our term loans, revolving credit facility, finance leases and the other credit facilities we maintain with various financial institutions, net of interest income related to investing activities.

Other Income (Expense), net

Other income (expense), net consists of gains and losses and other miscellaneous income and expense items unrelated to our core operations. Included are tool sales to third party, as well as gains and losses relating to hedging activities.

Income Tax Expense

Income tax expense consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, which mainly include Germany, Singapore and the United States.

GLOBALFOUNDRIES INC.

A. Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated:


(in millions)	Three Months Ended March 31,
	2023		2022
Net revenue	$	1,841	$	1,940
Cost of revenue	1,326		1,471
Gross profit	515		469
Research and development expenses	109		128
Selling, general and administrative expenses	111		116
Restructuring expenses	5		—
Operating expenses	225		244
Income from operations	290		225

Finance income (expenses), net	1		(28)
Share of profit of joint ventures and associates	1		1
Other income (expense), net	(15)		9
Income before income taxes	277		207
Income tax expense	(23)		(29)
Net income for the period	$	254	$	178

Comparison of Three Months Ended March 31, 2023 and 2022

Net Revenue


(in millions)	Three Months Ended March 31,
	2023		2022		Change		% Change



Net revenue	$	1,841	$	1,940	$	(99)	(5.1)	%

Net revenue decreased by $99 million, or 5.1%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The decrease was primarily a result of lower wafer shipment volumes despite higher average selling prices (“ASP”). For the three months ended March 31, 2023, wafer shipments were 511 thousand (300mm equivalent), an 18% decrease from the prior year. ASP per wafer increased approximately 12% year over year, driven by ramping LTAs with better pricing, and continued improvement in product mix.

GLOBALFOUNDRIES INC.

Cost of Revenue


(in millions)	Three Months Ended March 31,
	2023			2022			Change		% Change



Cost of revenue	$	1,326		$	1,471		$	(145)	(9.9)	%
Gross margin	28.0		%	24.2		%			+380bps

Cost of revenue decreased by $145 million, or 9.9%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The decrease was primarily a result of approximately 18% decrease in wafer shipments, $20 million decrease in depreciation expense and $11 million decrease in share-based compensation.

Our improvement in gross margin to 28.0% for the three months ended March 31, 2023 from 24.2% for the three months ended March 31, 2022 was largely attributable to higher ASPs and product mix.

Operating Expenses

Research and Development Expenses


(in millions)	Three Months Ended March 31,
	2023			2022			Change		% Change



Research and development expenses	$	109		$	128		$	(19)	(14.8)	%
As a % of revenue	5.9		%	6.6		%

Research and development expenses decreased by $19 million, or 14.8%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The change was primarily a result of a 20% decrease in employee-related expenses driven by lower headcount.

GLOBALFOUNDRIES INC.

Selling, General and Administrative Expenses


(in millions)	Three Months Ended March 31,
	2023			2022			Change		% Change



Selling, general and administrative expenses	$	111		$	116		$	(5)	(4.3)	%
As a % of revenue	6.0		%	6.0		%

Selling, general and administrative expenses decreased by $5 million, or 4.3%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The change was primarily a result of lower headcount which contributed to a decrease in share-based compensation of $10 million, partially offset by a $5 million increase in professional services costs.

Restructuring Charges


(in millions)	Three Months Ended March 31,
	2023		2022		Change		% Change



Restructuring charges	$	5	$	—	$	5	NM

Restructuring charges were $5 million for the three months ended March 31, 2023 compared to $0 for the three months ended March 31, 2022. This change was due to the Company incurring additional employee-related charges associated with the reduction in our global workforce.

Finance income (expense), net


(in millions)	Three Months Ended March 31,
	2023		2022		Change		% Change



Finance income (expenses), net	$	1	$	(28)	$	29	103.6	%

Finance income, net increased by $29 million, or 103.6%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase was primarily a result of $31 million higher interest income generated from money market funds and investments in marketable debt securities, partially offset by $2 million higher interest expense.

GLOBALFOUNDRIES INC.

Other income (expense), net


(in millions)	Three Months Ended March 31,
	2023		2022		Change		% Change



Other income (expense), net	$	(15)	$	9	$	(24)	(266.7)	%

Other income (expense), net decreased by $24 million, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The decrease was primarily driven by $30 million of foreign exchange currency losses and losses in 2023 from unwinding of certain commodity hedges, partially offset by utilization of approximately $7 million in asset retirement obligations associated with the sale of the East Fishkill business.

Income Tax Expense


(in millions)	Three Months Ended March 31,
	2023		2022		Change		% Change



Income tax expense	$	(23)	$	(29)	$	6	(20.7)	%

Income tax expense decreased by $6 million, or 20.7%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The decrease was primarily a result of an improved mix of income in certain jurisdictions and a benefit related to Singapore tax incentives, partially offset by additional withholding tax expense accrued in the United States.

GLOBALFOUNDRIES INC.

B. Liquidity and Capital Resources

We have financed our operations primarily through cash and cash equivalents, marketable securities, as well as cash generated from our business operations, including customers' prepayments under LTAs. As of March 31, 2023, our cash, cash equivalents and marketable securities balances of $3.2 billion included $2.3 billion of cash and cash equivalent and $976 million of marketable securities.

As of March 31, 2023 and December 31, 2022, we had an undrawn revolving credit facility of $1 billion. In addition to our available revolver, we had $2.5 billion of debt outstanding as of March 31, 2023 and December 31, 2022, respectively, which was primarily comprised of multiple term loans in various currencies. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount we receive from customers, the timing and extent of our expansion in new territories, spending to support research and development efforts, the introduction of new and enhanced products and solutions, and the continuing market adoption of our technology offerings. We may from time to time seek to raise additional capital to support our growth. We believe that our existing cash, cash equivalents, investment in marketable securities, credit under our revolving credit facility, and expected cash generated from operations are sufficient to meet our capital requirements.

Cash Flows

The following table shows a summary of our cash flows for the periods presented:


	Three Months Ended March 31,
	2023		2022
Cash provided by operating activities	$	479	$	845
Cash used in investing activities	(586)		(639)
Cash provided by financing activities	10		118
Effect of exchange rate changes on cash and cash equivalents	$	1	$	1
Net increase/(decrease) in cash and cash equivalents	$	(96)	$	325

Operating Activities

Cash provided by operating activities for the three months ended March 31, 2023 of $479 million decreased $366 million compared to the $845 million provided for the three month period ended March 31, 2022. The decrease was primarily attributable to higher net income of $76 million, adjusted for $65 million of reduced depreciation and amortization of intangible assets and $18 million of lower share based compensation expense. Unfavorable changes in working capital of $363 million included a decrease in trade and other payables of $356 million driven by a decrease in advances and deposits, and an increase in inventory of $20 million due to ongoing cyclical headwinds facing the semiconductor industry, in part caused by recent macroeconomic events which have led to softness in certain consumer-centric markets. This was partially offset by an increase in receivables, prepayments. other non current assets and other assets of $13 million.

Investing Activities

Cash used in investing activities for the three months ended March 31, 2023 of $586 million, decreased $53 million compared to the use of $639 million for the three month period ended March 31, 2022. The decrease was primarily attributable to capital expenditures, of $853 million, net of a $152 million tax credit refund from the State of New York, a net increase of $210 million from the prior year period, principally associated with activities to expand capacity within certain of our fabrication facilities. This increase was partially offset by $238 million in proceeds from the sale of the East Fishkill business and the net proceeds from the sale of marketable securities increased by $25 million.

Financing Activities

Cash provided by financing activities for the three months ended March 31, 2023 of $10 million decreased $108 million compared to the $118 million provided in the three month period ended March 31, 2022. The decrease was primarily attributable to reduced proceeds from borrowings of $170 million partially offset by a debt repayment reduction of $33 million, increased proceeds from the issuance of equity instruments of $32 million and an increase in proceeds of government grants of $5 million.