UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, DC 20549
`_________________________
`FORM 20-F
`_________________________
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`☑
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`REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
`OR
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`ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`
`For the fiscal year ended December 31, 2022
`OR
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`TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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`SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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`OR
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`Date of event requiring this shell company report
`For the transition period from to
`Commission file number 001-40974
`_________________________
`GLOBALFOUNDRIES Inc.
`(Exact Name of Registrant as Specified in Its Charter)
`_________________________
`
`N/A
`(Translation of Registrant’s Name Into English)
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`Cayman Islands
`(Jurisdiction of Incorporation or Organization)
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`400 Stonebreak
`Road Extension
`Malta, NY 12020
`(518) 305-9013
`(Address of Principal Executive Offices)
`Dr. Thomas Caulfield, Chief Executive Officer
`400 Stonebreak Road Extension
`Malta, NY 12020
`(518) 305-9013
`E-mail: ir@gf.com
`(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
`Securities registered or to be registered pursuant to Section 12(b) of the Act:
`
`Title of Each Class
`Ordinary shares, par value US$0.02 per share
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`Trading Symbol(s)
`GFS
`
`Name of Each Exchange on Which Registered
`The NASDAQ Global Select Market
`
`Securities registered or to be registered pursuant to Section 12(g) of the Act:
`_________________________
`None
`(Title of Class)
`______________
`Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
`(Title of Class)
`______________
`Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
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`As of December 31, 2022, 547,754,986 ordinary shares, par value US$0.02 per share, were outstanding.
`Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
`If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes ☐
`No ☑
`Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
`shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
`Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
`during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,”
`“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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`Large Accelerated Filer
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`☑ Accelerated Filer
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`☐ Non-Accelerated Filer
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`☐ Emerging Growth Company
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`☐
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`If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period
`for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
`†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
`
`Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
`404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
`If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
`previously issued financial statements. ☐
`Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
`officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
`Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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`U.S. GAAP ☐
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`International Financial Reporting Standards as issued by the International Accounting
`Standards Board ☑
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`Other ☐
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`If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
`Item 17 ☐ Item 18 ☐
`If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
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`TABLE OF CONTENTS
`GlobalFoundries Inc.
`
`IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
`OFFER STATISTICS AND EXPECTED TIMETABLE
`KEY INFORMATION
`INFORMATION ON THE COMPANY
`UNRESOLVED STAFF COMMENTS
`OPERATING AND FINANCIAL REVIEWS AND PROSPECTS
`DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
`MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
`FINANCIAL INFORMATION
`THE OFFER AND LISTING
`ADDITIONAL INFORMATION
`QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
`DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
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`CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
`PART I
`ITEM 1.
`ITEM 2.
`ITEM 3.
`ITEM 4.
`ITEM 4A.
`ITEM 5.
`ITEM 6.
`ITEM 7.
`ITEM 8.
`ITEM 9.
`ITEM 10.
`ITEM 11.
`ITEM 12.
`PART II
`ITEM 13.
`ITEM 14.
`ITEM 15.
`ITEM 16A.
`ITEM 16B.
`ITEM 16C.
`ITEM 16D.
`ITEM 16E.
`ITEM 16F.
`ITEM 16G.
`ITEM 16H.
`ITEM 16I.
`PART III
`ITEM 17.
`ITEM 18.
`ITEM 19.
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`DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
`MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
`CONTROLS AND PROCEDURES
`AUDIT COMMITTEE FINANCIAL EXPERT
`CODE OF ETHICS
`PRINCIPAL ACCOUNTANT FEES AND SERVICES
`EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
`PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
`CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
`CORPORATE GOVERNANCE
`MINE SAFETY DISCLOSURE
`DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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`FINANCIAL STATEMENTS
`FINANCIAL STATEMENTS
`EXHIBITS
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`CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
`Certain statements in this Annual Report on Form 20-F (the “Annual Report”) are or may be deemed to be, “forward-looking statements” within the meaning of U.S. securities laws. These forward-
`looking statements are based on current expectations, estimates, forecasts, and projections. These forward-looking statements appear in a number of places throughout this Annual Report including,
`but not limited to “Risk Factors,” “Business Overview,” and “Results of Operations.” Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,”
`“predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations 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 based on our management’s beliefs and assumptions and on information currently available to our management.
`
`By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking
`statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ
`materially from those made in or suggested by the forward-looking statements contained in this Annual Report. Important factors that could cause those differences include, but are not limited to:
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`general global economic and geopolitical conditions;
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`our ability to meet production requirements under long-term supply agreements (“LTAs”);
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`our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time;
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`our reliance on a small number of customers;
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`our future business development, financial condition, and results of operations;
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`the seasonality, volatility and cyclical nature of the semiconductor and microelectronics industry;
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`expected changes in our revenue, costs or expenditures;
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`our dividend policy;
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`our assumptions and estimates regarding design wins;
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`our expectations regarding demand for and market acceptance of our products and services;
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`our expectations regarding our relationships with customers, contract manufacturers, component suppliers, third-party service providers, strategic partners and other stakeholders;
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`our expectations regarding our capacity to develop, manufacture and deliver semiconductor products in fulfillment of our contractual commitments;
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`our ability to conduct our manufacturing operations without disruptions;
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`our ability to manage our capacity and production facilities effectively;
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`our ability to develop new technologies successfully and remain a technological leader;
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`our ability to maintain control over expansion and facility modifications;
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`our ability to generate growth or profitable growth;
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`our ability to maintain and protect our intellectual property;
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`our ability to hire and maintain qualified personnel;
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`our effective tax rate or tax liability;
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`our ability to acquire required equipment and supplies necessary to meet customer demand;
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`the increased competition from other companies and our ability to retain and increase our market share;
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`the potential business or economic disruptions caused by current and future pandemics, such as the ongoing COVID-19 pandemic;
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`developments in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations relating to our industry; and
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`assumptions underlying or related to any of the foregoing.
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`We caution you that the foregoing list does not contain all of the forward-looking statements made in this Annual Report.
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`Forward-looking statements include, but are not limited to, statements regarding our strategy and future plans, future business condition and financial results, our capital expenditure plans, our capacity
`management plans, expectations as to the commercial production using more advanced technologies, technological upgrades, investment in research and development, future market demand, future
`regulatory or other developments in our industry, business expansion plans or new investments as well as business acquisitions and financing plans. Please see “Item 3. Key Information—Risk
`Factors” for a further discussion of certain factors that may cause actual results to differ materially from those indicated by our forward-looking statements. Accordingly, you should not place undue
`reliance on these forward-looking statements. In any event, these statements speak only as of their dates, and we undertake no obligation to update or revise any of them, whether as a result of new
`information, future events or otherwise.
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`You should carefully consider the “Risk Factors” and subsequent public statements, or reports filed with or furnished to the SEC, before making any investment decision with respect to our securities. If
`any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities
`could decline and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary
`statement.
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`As used in this Annual Report, all references to “we”, “us”, “our”, the “Company” and "GF” are to GlobalFoundries Inc. and its consolidated subsidiaries.
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`ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
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`Not applicable.
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`ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
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`PART I
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`Not applicable.
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`ITEM 3. KEY INFORMATION
`A. Reserved.
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`B. Capitalization and Indebtedness
`Not applicable.
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`C. Reasons for the Offer and Use of Proceeds
`Not applicable.
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`D. Risk Factors Summary
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`The following important factors, and those factors described in other reports submitted to, or filed with, the SEC, among other factors, could affect our actual results and could cause our actual results
`to differ materially from those expressed in any forward-looking statements made by us or on our behalf, and such factors may adversely affect our business and financial status and therefore the value
`of your investment:
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`Risks Related to our Business and Industry
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`General global economic and geopolitical conditions could materially and adversely affect us.
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`• We have LTAs with certain customers that obligate us to meet specific production requirements, which may expose us to liquidated and other damages, require us to return advanced
`payments, require us to provide products and services at reduced or negative margins and constrain our ability to reallocate our production capacity to serve new customers or otherwise.
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`Our strategy of securing and maintaining LTAs and expanding our production capacity may not be successful.
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`• We depend on a small number of customers for a significant portion of our revenue and any loss of this or our other key customers, including potentially through further customer consolidation,
`could result in significant declines in our revenue.
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`• We rely on a complex silicon supply chain and breakdowns in that chain could affect our ability to produce our products.
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`Reductions in demand and average selling prices for our customers’ end products (e.g., consumer electronics) and increases in inflation may decrease demand for our products and services.
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`The seasonality and cyclical nature of the semiconductor industry and periodic overcapacity make us vulnerable to significant and sometimes prolonged economic downturns.
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`Overcapacity in the semiconductor industry may reduce our revenue, earnings and margins.
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`Our competitors have announced expansions and may continue to expand in the United States and Europe, which could materially and adversely affect our competitive position.
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`The semiconductor industry is capital-intensive and, if we are unable to invest the necessary capital to operate and grow our business, we may not remain competitive.
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`• We may not be able to implement our planned growth and development or maintain the differentiation of our solutions if we are unable to recruit and retain key executives, managers and
`skilled technical personnel.
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`• We receive subsidies and grants in certain countries and regions in which we operate, and a reduction in the amount of governmental funding available to us or demands for repayment could
`increase our costs and affect our results of operations.
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`Sales to government entities and highly regulated organizations are subject to a number of challenges and added risks, and we could fail to comply with these heightened compliance
`requirements, or effectively manage these challenges or risks.
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`The implementation of our restructuring plan is ongoing, and we may not achieve all of the plan’s expected benefits, which could have a material adverse effect on our business, operations,
`financial conditions and results of operation.
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`Risks Related to Manufacturing, Operations and Expansion
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`If we are unable to manage our capacity and production facilities effectively, our competitiveness may be weakened.
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`Our manufacturing processes are highly complex, costly and potentially vulnerable to impurities and other disruptions, and cost increases, which can significantly increase our costs and delay
`product shipments to our customers.
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`Our profit margin may substantially decline if we are unable to continually improve our manufacturing yields, maintain high shipment utilization or fail to optimize the process technology mix of
`our wafer production.
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`• We may be unable to obtain manufacturing equipment in a timely manner and at a reasonable cost that is necessary for us to remain competitive. If we are unable to obtain adequate supplies
`of raw materials in a timely manner and at commercially reasonable prices, our revenue and profitability may decline.
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`If we are unable to obtain adequate supplies of raw materials in a timely manner and at commercially reasonable prices, our revenue and profitability may decline.
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`Aging infrastructure, power grids and risks to the supply of natural gas, electricity or fresh water could interrupt production.
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`Failure to adjust our supply chain volume due to changing market conditions or failure to estimate our customers’ demand could adversely affect our sales and/or our gross margin and could
`result in additional charges for obsolete or excess inventories or non-cancelable purchase commitments.
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`The risk of cyberattacks and other data security breaches requires us to incur significant costs to maintain the security of our networks and data, and, in the event of such breaches, may
`expose us to liability, adversely affect our operations, damage our reputation, and affect our net revenue and profitability, and our efforts to combat breach and misuse of our systems and
`unauthorized access to our data may not be successful.
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`Risks Related to Intellectual Property
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`Any failure to obtain, maintain, protect or enforce our intellectual property and proprietary rights could impair our ability to protect our proprietary technology and our brand.
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`There is a risk that our trade secrets, know-how and other proprietary information will be stolen, used in an unauthorized manner, or compromised.
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`The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be
`inadequate.
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`• We have been, and may continue to be, subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
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`Our success depends, in part, on our ability to develop and commercialize our technology without infringing, misappropriating or otherwise violating the intellectual property rights of third
`parties and we may not be aware of such infringements, misappropriations or violations.
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`• We may be unable to provide technology to our customers if we lose the support of our technology partners.
`Political, Regulatory and Legal Risks
`• We are subject to governmental export and customs compliance requirements that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
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`• We are currently are, and may in the future continue to be, subject to litigation that could result in substantial costs, divert or continue to divert management’s attention and resources, and
`materially and adversely affect our results of operations, financial condition, business and prospects.
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`Risks Related to Our Status as a Controlled Company and Foreign Private Issuer
`• Mubadala will continue to have substantial control over the Company, which could limit our ability to influence the outcome of key transactions, including a change of control, and otherwise
`affect the prevailing market price of our ordinary shares.
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`• We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of
`a U.S. issuer.
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`Risk Factors
`Risks Related to our Business and Industry
`General global economic and geopolitical conditions could materially and adversely affect our results of operations, financial condition, business and prospects.
`The semiconductor industry relies on a global supply chain and is considered strategically important by major trading countries, including the United States, China, and countries in the European Union
`(“EU”). Political, economic and financial crises have in the past negatively affected and in the future could negatively affect the semiconductor industry and its end markets. Our business may also be
`materially affected by the impact of geopolitical tensions and related actions. Recently, there have been political and trade tensions among, and between, a number of the world’s major economies,
`most notably in our industry between the United States and China, with Hong Kong and Taiwan implicated in the tensions, and more recently between Russia and the member nations of the North
`American Treaty Organization (“NATO”) and others. These tensions have resulted in the implementation of trade barriers, including the use of economic sanctions and export control restrictions against
`certain countries and individual companies. For example, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) placed one of the largest mobile handset and 5G infrastructure
`providers in the world, Huawei, and China’s largest semiconductor foundry, Semiconductor Manufacturing International Corporation (“SMIC”), on the BIS Entity List. Moreover, on October 7, 2022, BIS
`vastly expanded export controls on advanced integrated circuits, supercomputers, advanced computing items and semiconductor production equipment to China and Macau with an intent to limit
`China’s ability to develop or produce such items.
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`Violations of these economic sanctions and export control restrictions can result in significant civil and criminal penalties. These trade barriers have had a particular impact on the semiconductor
`industry and related markets. Prolonged or increased use of trade barriers may result in a decrease in the growth of the global economy and semiconductor industry and could cause turmoil in global
`markets, which in turn often results in declines in our customers’ electronic products sales and could decrease demand for our products and services. Also, any increase in the use of economic
`sanctions, export control restrictions or retaliatory state actions to target certain countries, industries and/or companies could impact our ability to continue supplying products and services to customers
`and our customers’ demand for our products and services, and could disrupt semiconductor supply chains. Finally, the recent conflict between Russia and Ukraine has created uncertainty regarding
`supply of materials needed for our operations (including natural gas), particularly in Europe where we have operations in both Germany and Bulgaria, as well as our customers’ potential sales of
`electronic products and components to customers in Russia. The conflict has also created uncertainty about broader impacts that economic sanctions, export control restrictions and continued
`geopolitical uncertainty may have on global supply chains and markets generally.
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`Any current and future systemic political, economic or financial crisis or market volatility, including interest rate fluctuations, inflation or deflation, recession and changes in economic, trade, fiscal and
`monetary policies in major economies, could cause revenue or profits for us or the semiconductor industry as a whole to decline dramatically. If the economic conditions in the markets in which our
`customers operate or the financial condition of our customers were to deteriorate, the demand for our products and services may decrease and impairments, write-downs and other accounting charges
`may be required, which could reduce our operating income and net income. Further, in times of market instability, sufficient external financing, including equity capital, debt financing, customer
`prepayments and government subsides, may not be available to us on a timely basis, on commercially reasonable terms or at all. If sufficient external financing is not available when we need such
`financing to meet our demand-driven capital requirements, we may be forced to curtail expansion, modify plans and delay the deployment of new or differentiated technologies, products, or services
`until we obtain such financing. Further escalation of trade tensions, the increased use of economic sanctions or export control restrictions or any future global systemic crisis or economic downturn
`could materially and adversely affect our results of operations, financial condition, business and prospects.
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`We have LTAs with certain customers that obligate us to meet specific production requirements, which may expose us to liquidated and other damages, require us to return advanced
`payments, require us to provide products and services at reduced or negative margins and constrain our ability to reallocate our production capacity to serve new customers or
`otherwise.
`We have entered into multiple LTAs that provide for significant customer commitments in return for capacity reservation commitments from us. In many cases, in connection with these arrangements
`we have received, or will receive, customer advanced payments and capacity reservation fees. If we are unable to satisfy our obligations under these contracts, we may
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`be forced to return such payments which could result in significant cash expenditures. Under most of our LTAs, we must maintain sufficient capacity at our manufacturing facilities to meet anticipated
`customer demand for our proprietary products. From time to time, this requires us to invest in expansion or improvements of those facilities, which often involves substantial cost and other risks, such
`as delays in completion. Such expanded manufacturing capacity may still be insufficient, or may not come online soon enough, to meet customer demand and we may have to limit the amount of
`products we can supply to customers, forgo sales or lose customers as a result. Further, capacity reserved for certain customers could cause us to breach obligations to other customers due to
`capacity constraints or prevent us from serving new customers. If we are unable to satisfy our obligations under our customer agreements, we may be subject to significant liquidated damages or
`penalties, which could result in significant cash expenditures and require us to raise additional capital. Conversely, if we overestimate customer demand or a customer defaults on its purchase or
`payment obligations to us, we could experience underutilization of capacity at these facilities without a corresponding reduction in fixed costs. Our inability to maintain appropriate capacity could
`materially and adversely affect our results of operations, financial condition, business and prospects.
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`Our strategy of securing and maintaining LTAs and expanding our production capacity may not be successful.
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`We have undertaken, and will continue to undertake, various business strategies to sell a significant portion of our production capacity through LTAs, grow our production capacity, and improve
`operating efficiencies and generate cost savings. We cannot assure you that we will successfully implement those business strategies or that implementing these strategies will sustain or improve and
`not harm our results of operations. In particular, our ability to implement our strategy to enter into LTAs successfully is subject to certain risks, including:
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`customers defaulting on their obligations to us, which may include significant payment obligations;
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`our defaulting on our obligations to our customers (for example, due to raw materials shortages, production disruptions, or our subcontractors’ default on test or packaging obligations), which
`could result in us owing substantial penalties to our customers;
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`customers seeking to renegotiate key terms of their contracts, such as pricing and specified volume commitments, in the event market conditions change during the contract term; and
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`our inability to extend contracts when they expire.
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`As a result, we cannot assure you that we will successfully implement this strategy or realize the anticipated benefits of these contracts.
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`Against the backdrop of increasing macroeconomic and geopolitical uncertainty, some customers under LTAs have requested to adjust their 2023 demand outlook downward and seek renegotiation of
`their LTAs. If we are unsuccessful in preserving the economic benefits of our existing LTAs in negotiations with our customers, such renegotiations could lead to reduction of our revenue and long-term
`outlook.
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`Additionally, the costs involved in implementing our strategies may be significantly greater than we currently anticipate. For example, our ability to complete production capacity expansions or make
`other operational improvements as planned may be delayed, interrupted or made more costly by the need to obtain environmental and other regulatory approvals, the availability of semiconductor
`manufacturing equipment, labor and materials, unforeseen hazards, such as weather conditions, and other risks customarily associated with construction projects. Moreover, the cost of expanding
`production capacity could have a negative impact on our financial results until shipment utilization is sufficient to absorb the incremental costs associated with the expansion.
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`Our ability to successfully implement these strategies depends on a variety of factors, including, among other things, our ability to finance our operations, maintain high-quality and efficient
`manufacturing operations, respond to competitive and regulatory changes, access semiconductor manufacturing equipment or quality raw materials in a cost-effective and timely manner, and retain
`and attract highly skilled personnel. Further, some of our LTAs constrain our ability to change product mix within short time frames, given “end of life” provisions in our agreements that require
`substantial notice periods before we can cease production of existing products.
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`We depend on a small number of customers for a significant portion of our revenue and any loss of this or our other key customers, including potentially through further customer
`consolidation, could result in significant declines in our revenue.
`We have been largely dependent on a small number of customers for a substantial portion of our revenue. Our ten largest customers in 2022, 2021 and 2020 accounted for approximately 70%, 67%
`and 73% of our wafer shipment volume, respectively. We expect that a significant portion of our revenue will continue to come from a relatively limited number of customers. We cannot assure you that
`our revenue generated from these customers, individually or in the aggregate, will reach or exceed historical levels in any future period. Loss or cancellation of business from, significant changes in
`scheduled deliveries to, or a decrease of products and services sold to any of these customers could significantly reduce our revenue.
`
`6
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`Greenthread Ex 2033, p.9 of 162
`Cirrus Logic, et. al. v. Greenthread
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`We rely on a complex silicon supply chain and breakdowns in that chain could affect our ability to produce our products and could materially and adversely affect our results of
`operations, financial condition, business and prospects.
`
`We rely on a small number of suppliers for wafers, which is a key input into our products. In particular, only a limited number of companies in the world are able t