Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Advanced Micro Devices, Inc.

Consolidated Statements of Operations (1)

	Year Ended
	December 29, 2018				December 30, 2017				December 31, 2016
	(In millions, except per share amounts)
Net revenue	$	6,475			$	5,253			$	4,319
Cost of sales	4,028				3,466				3,316
Gross margin	2,447				1,787				1,003
Research and development	1,434				1,196				1,008
Marketing, general and administrative	562				516				466
Restructuring and other special charges, net	—				—				(10		)
Licensing gain	—				(52		)		(88		)
Operating income (loss)	451				127				(373		)
Interest expense	(121		)		(126		)		(156		)
Other income (expense), net	—				(9		)		80
Income (loss) before income taxes and equity loss	330				(8		)		(449		)
Provision (benefit) for income taxes	(9		)		18				39
Equity loss in investee	(2		)		(7		)		(10		)
Net income (loss)	$	337			$	(33	)		$	(498	)
Earnings (loss) per share
Basic	$	0.34			$	(0.03	)		$	(0.60	)
Diluted	$	0.32			$	(0.03	)		$	(0.60	)
Shares used in per share calculation
Basic	982				952				835
Diluted	1,064				952				835

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

See accompanying notes to consolidated financial statements.

Advanced Micro Devices, Inc.

Consolidated Statements of Comprehensive Income (Loss) (1)

	Year Ended
	December 29, 2018				December 30, 2017				December 31, 2016
	(In millions)
Net income (loss)	$	337			$	(33	)		$	(498	)
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities:
Unrealized gains (losses) arising during period, net of tax effects of $0, $0 and $1	—				1				—
Unrealized gains (losses) on cash flow hedges:
Unrealized gains (losses) arising during period, net of tax effects of $0, $0 and $2	(19		)		17				1
Reclassification adjustment for (gains) losses realized and included in net income (loss), net of tax effect of $0, $1 and $0	5				(7		)		2
Total change in unrealized gains (losses) on cash flow hedges, net of tax	(14		)		10				3
Total other comprehensive income (loss)	(14		)		11				3
Cumulative-effect adjustment to accumulated deficit related to the adoption of ASU 2016-01, Financial Instruments	2				—				—
Total comprehensive income (loss)	$	325			$	(22	)		$	(495	)

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

See accompanying notes to consolidated financial statements.

Advanced Micro Devices, Inc.

Consolidated Balance Sheets (1)

	December 29, 2018				December 30, 2017
	(In millions, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	1,078			$	1,185
Marketable securities	78				—
Accounts receivable, net	1,235				454
Inventories, net	845				694
Prepayment and receivables - related parties	52				33
Prepaid expenses	57				77
Other current assets	195				191
Total current assets	3,540				2,634
Property and equipment, net	348				261
Goodwill	289				289
Investment: equity method	58				58
Other assets	321				310
Total assets	$	4,556			$	3,552
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	136			$	70
Accounts payable	528				384
Payables to related parties	533				412
Accrued liabilities	763				555
Other current liabilities	24				92
Total current liabilities	1,984				1,513
Long-term debt, net	1,114				1,325
Other long-term liabilities	192				118
Commitments and contingencies (see Notes 18 and 19)
Stockholders’ equity:
Capital stock:
Common stock, par value $0.01; 2,250 shares authorized, 1,010 shares issued and 1,005 shares outstanding as of December 29, 2018; 1,500 shares authorized, 979 shares issued and 967 shares outstanding as of December 30, 2017	10				9
Additional paid-in capital	8,750				8,464
Treasury stock, at cost (5 shares as of December 29, 2018 and 12 shares as of December 30, 2017)	(50		)		(108		)
Accumulated deficit	(7,436		)		(7,775		)
Accumulated other comprehensive income (loss)	(8		)		6
Total stockholders’ equity	1,266				596
Total liabilities and stockholders’ equity	$	4,556			$	3,552

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

See accompanying notes to consolidated financial statements.

Advanced Micro Devices, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit) (1)

Three Years Ended December 29, 2018

(In millions)

	Number of shares			Common Stock				Additional paid-in capital				Treasury stock				Accumulated deficit				Accumulated other comprehensive income (loss)				Total stockholders’ equity (deficit)
December 26, 2015	792			$	8			$	7,017			$	(123	)		$	(7,244	)		$	(8	)		$	(350	)
Net loss	—			—				—				—				(498		)		—				(498		)
Other comprehensive income	—			—				—				—				—				3				3
Common stock issued under employee equity incentive plans, net of tax withholding	27			—				20				(4		)		—				—				16
Stock-based compensation	—			—				86				—				—				—				86
Equity component of the 2.125% Notes, net	—			—				305				—				—				—				305
Warrant issued related to sixth amendment to the WSA	—			—				240				—				—				—				240
Issuance of common stock, net of issuance costs	115			1				666				—				—				—				667
Issuance of common stock to partially settle the 7.00% Notes	1			—				—				8				—				—				8
December 31, 2016	935			9				8,334				(119		)		(7,742		)		(5		)		477
Net loss	—			—				—				—				(33		)		—				(33		)
Other comprehensive income	—			—				—				—				—				11				11
Common stock issued under employee equity incentive plans, net of tax withholding	32			—				20				(13		)		—				—				7
Stock-based compensation	—			—				97				—				—				—				97
Issuance of treasury stock to partially settle the 6.75% notes and the 7.00% notes	—			—				13				24				—				—				37
December 30, 2017	967			9				8,464				(108		)		(7,775		)		6				596
Net income	—			—				—				—				337				—				337
Other comprehensive loss	—			—				—				—				—				(14		)		(14		)
Common stock issued under employee equity incentive plans, net of tax withholding	31			1				71				(6		)		—				—				66
Stock-based compensation	—			—				137				—				—				—				137
Issuance of treasury stock to partially settle the 6.75% notes, 7.5% notes and the 7.00% notes	7			—				78				64				—				—				142
Cumulative-effect adjustment to accumulated deficit related to the adoption of ASU 2016-01, Financial Instruments	—			—				—				—				2				—				2
December 29, 2018	1,005			$	10			$	8,750			$	(50	)		$	(7,436	)		$	(8	)		$	1,266

(1) The cumulative-effect adjustment to Accumulated deficit related to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers as of December 26, 2015 was $62 million. Refer to Note 2.

See accompanying notes to consolidated financial statements.

Advanced Micro Devices, Inc.

Consolidated Statements of Cash Flows (1)

	Year Ended
	December 29, 2018				December 30, 2017				December 31, 2016
	(In millions)
Cash flows from operating activities:
Net income (loss)	$	337			$	(33	)		$	(498	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net gain on sale of equity interests in ATMP JV	—				(3		)		(146		)
Net loss on disposal of property and equipment	27				—				1
Impairment of technology licenses	45				—				—
Depreciation and amortization	170				144				133
Deferred income taxes	(4		)		—				11
Stock-based compensation expense	137				97				86
Amortization of debt discount and issuance costs	38				36				21
Loss on debt redemption	12				12				68
Fair value of warrant issued related to sixth amendment to the WSA	—				—				240
Other	(1		)		3				(7		)
Changes in operating assets and liabilities:
Accounts receivable	(806		)		(103		)		178
Inventories	(151		)		(3		)		(48		)
Prepayment and receivables - related parties	(19		)		(1		)		1
Prepaid expenses and other assets	(79		)		(172		)		(163		)
Payables to related parties	121				29				138
Accounts payable, accrued liabilities and other	207				6				66
Net cash provided by operating activities	34				12				81
Cash flows from investing activities:
Net proceeds from sale of equity interests in ATMP JV	—				1				342
Purchases of available-for-sale debt securities	(123		)		(222		)		—
Purchases of property and equipment	(163		)		(113		)		(77		)
Proceeds from maturity of available-for-sale debt securities	45				222				—
Collection of deferred proceeds on sale of receivables	71				60				10
Other	—				(2		)		2
Net cash provided by (used in) investing activities	(170		)		(54		)		277
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	—				—				667
Proceeds from issuance of convertible senior notes, net of issuance costs	—				—				782
Proceeds from issuance of common stock through employee equity incentive plans	70				20				20
Proceeds from (repayments of) short-term borrowings, net	—				70				(230		)
Repayments of long-term debt	(41		)		(110		)		(1,113		)
Other	(1		)		(13		)		(4		)
Net cash provided by (used in) financing activities	28				(33		)		122
Net increase (decrease) in cash and cash equivalents, and restricted cash	(108		)		(75		)		480
Cash, cash equivalents, and restricted cash at beginning of year	1,191				1,266				786
Cash, cash equivalents, and restricted cash at end of year	$	1,083			$	1,191			$	1,266

	Year Ended
	December 29, 2018				December 30, 2017				December 31, 2016
	(In millions)
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	79			$	88			$	149
Income taxes, net of refund	$	(8	)		$	20			$	20
Non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid	$	49			$	50			$	—
Issuance of treasury stock to partially settle debt	$	141			$	38			$	8
Deferred proceeds on sale of receivables	$	25			$	21			$	15
Non-cash acquisition of property and equipment	$	28			$	12			$	—
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	1,078			$	1,185			$	1,264
Restricted cash included in Other current assets	$	5			$	3			$	2
Restricted cash included in Other assets	$	—			$	3			$	—
Total cash, cash equivalents, and restricted cash	$	1,083			$	1,191			$	1,266

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers, ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments and ASU 2016-18, Statement of Cash Flows, Restricted Cash. Refer to Note 2.

See accompanying notes to consolidated financial statements.

Advanced Micro Devices, Inc.

Notes to Consolidated Financial Statements

Fiscal Years Ended December 29, 2018, December 30, 2017 and December 31, 2016

NOTE 1: Nature of Operations

Advanced Micro Devices, Inc. is a global semiconductor company. References herein to AMD or the Company mean Advanced Micro Devices, Inc. and its consolidated subsidiaries. The Company primarily offers:

(i)	x86 microprocessors, as standalone devices or as incorporated into an accelerated processing unit (APU), chipsets, discrete and integrated graphics processing units (GPUs), and professional GPUs; and

(ii)	server and embedded processors, semi-custom System-on-Chip (SoC) products and technology for game consoles.

We also license portions of our intellectual property (IP) portfolio.

NOTE 2: Summary of Significant Accounting Policies

Fiscal Year. The Company uses a 52 or 53 week fiscal year ending on the last Saturday in December. Fiscal 2018, 2017 and 2016 ended December 29, 2018, December 30, 2017 and December 31, 2016, respectively. Fiscal 2018, 2017 and 2016 consisted of 52, 52 and 53 weeks, respectively.

Principles of Consolidation. The consolidated financial statements include the Company’s accounts and those of its wholly-owned subsidiaries. Upon consolidation, all significant inter-company accounts and transactions are eliminated.

Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results are likely to differ from those estimates, and such differences may be material to the financial statements. Areas where management uses subjective judgment include, but are not limited to, revenue allowances, inventory valuation, valuation and impairment of goodwill and deferred income taxes.

Revenue Recognition. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Sales, value-added, and other taxes collected concurrently with the provision of goods or services are excluded from revenue. Shipping and handling costs associated with product sales are included in cost of sales.

Nature of products and services

The Company's microprocessors, chipsets, GPUs, professional graphics products, server and embedded processors, and SoC products may be sold as standard non-custom products, or custom products manufactured to customers’ specifications.

Non-custom products: The Company transfers control and recognizes revenue when non-custom products are shipped to customers, which includes original equipment manufacturers (OEM) and distributors, in accordance with the shipping terms of the sale. Certain OEMs may be entitled to rights of return and rebates under OEM agreements. The Company also sells to distributors under terms allowing the majority of distributors certain rights of return and price protection on unsold merchandise held by them. The Company estimates the amount of variable consideration under OEM and distributor arrangements and, accordingly, records a provision for product returns, allowances for price protection and rebates based on actual historical experience and any known events.

The Company offers incentive programs to certain customers, including cooperative advertising, marketing promotions, volume based incentives and special pricing arrangements. Where funds provided for such programs can be estimated, the Company recognizes a reduction to revenue at the time the related revenue is recognized; otherwise, the Company recognizes such reduction to revenue at the later of when: i) the related revenue transaction occurs; or ii) the program is offered. For transactions where the Company reimburses a customer for a portion of the customer’s cost to perform specific product advertising or marketing and promotional activities, such amounts are recognized as a reduction to revenue unless they qualify for expense recognition.

Custom products: Custom products which are associated with the Company’s Enterprise, Embedded, and Semi-Custom segment (semi-custom products), under non-cancellable purchases orders and have no alternative use to the Company at contract

inception, are recognized as revenue, based on the value of the inventory and expected margin, over the time of production of the products by the Company. Sales of semi-custom products are not subject to a right of return.

Development and intellectual property licensing agreements: From time to time, the Company may enter into arrangements with customers that combine the provision of development services and a license to the right to use the IP, which is deemed to be a single performance obligation. Accordingly, the Company recognizes revenue for the entire consideration of the arrangement upon transfer of control of the IP license to the customer.

Customers are generally required to pay for products and services within the Company’s standard contractual terms, which are typically net 30 to 60 days. The Company has determined that it does not have significant financing components in its contracts with customers.

Refer to Note 6: Supplemental Balance Sheet Information for further information.

Inventories. Inventories are stated at standard cost adjusted to approximate the lower of actual cost (first-in, first-out method) or net realizable value. The Company adjusts inventory carrying value for estimated obsolescence equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. The Company fully reserves for inventories and non-cancellable purchase orders for inventory deemed obsolete. The Company performs periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory adjustments may be required.

Goodwill. The Company performs its goodwill impairment analysis as of the first day of the fourth quarter of each year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on a more frequent basis. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment.

Qualitative factors include industry and market consideration, overall financial performance, share price trends and market capitalization and Company-specific events. The Company first analyzes qualitative factors. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test.

A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value.

A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Commitments and Contingencies. From time to time the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. The Company is also subject to income tax, indirect tax or other tax claims by tax agencies in jurisdictions in which it conducts business. In addition, the Company is a party to environmental matters including local, regional, state and federal government clean-up activities at or near locations where the Company currently or has in the past conducted business. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of reasonably possible losses. A determination of the amount of reserves required for these commitments and contingencies that would be charged to earnings, if any, includes assessing the probability of adverse outcomes and estimating the amount of potential losses. The required reserves, if any, may change due to new developments in each matter or changes in circumstances such as a change in settlement strategy.

Cash Equivalents. Cash equivalents consist of financial instruments that are readily convertible into cash and have original maturities of three months or less at the time of purchase.

Accounts Receivable. Accounts receivable are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts. Accounts receivable also include unbilled receivables, which primarily represent work completed on semi-custom products under non-cancellable purchase orders that have no alternative use to the Company at contract inception, for which revenue has been recognized but not yet invoiced to customers. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of amounts owed by customers. The allowance consists of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts receivable based on historical experience.

Investments in Available-for-sale Debt Securities. The Company classifies its investments in debt securities at the date of acquisition as available-for-sale. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included, net of tax, in accumulated other comprehensive income (loss), a component of stockholders’ equity. Realized gains and losses and declines in the value of available-for-sale debt securities determined to be other than temporary are included in other income (expense), net. The cost of securities sold is determined based on the specific identification method.

The Company classifies investments in available-for-sale debt securities with maturities of more than three months at the time of purchase as marketable securities on its consolidated balance sheet. Classification of these securities as current is based on the Company’s intent and belief in its ability to sell these securities and use the proceeds from sale in operations within 12 months.

Derivative Financial Instruments. The Company maintains a foreign currency hedging strategy which uses derivative financial instruments to mitigate the risks associated with changes in foreign currency exchange rates. This strategy takes into consideration all of the Company’s consolidated exposures. The Company does not use derivative financial instruments for trading or speculative purposes.

In applying its strategy, the Company uses foreign currency forward contracts to hedge certain forecasted expenses denominated in foreign currencies. The Company designates these contracts as cash flow hedges of forecasted expenses, to the extent eligible under the accounting rules, and evaluates hedge effectiveness prospectively and retrospectively. As such, the effective portion of the gain or loss on these contracts is reported as a component of accumulated other comprehensive income (loss) and is reclassified to earnings in the same line item as the associated forecasted transaction and in the same period during which the hedged transaction affects earnings. Any ineffective portion is immediately recorded in earnings.

The Company also uses, from time to time, foreign currency forward contracts to economically hedge recognized foreign currency exposures on the balance sheets of various subsidiaries. The Company does not designate these forward contracts as hedging instruments. Accordingly, the gain or loss associated with these contracts is immediately recorded in earnings.

Property and Equipment. Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. Estimated useful lives are as follows: equipment uses two to six years, and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.

Product Warranties. The Company generally warrants that its products sold to its customers will conform to its approved specifications and be free from defects in material and workmanship under normal use and conditions for one year. The Company may also offer one to three year limited warranties based on product type and negotiated warranty terms with certain customers. The Company accrues warranty costs to Cost of sales at the time of sale of warranted products.

Foreign Currency Translation/Transactions. The functional currency of all of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities denominated in non-U.S. dollars have been remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates for non-monetary assets and liabilities. Non-U.S. dollar denominated transactions have been remeasured at average exchange rates in effect during each period, except for those cost of sales and expense transactions related to non-monetary balance sheet amounts which have been remeasured at historical exchange rates. The gains or losses from foreign currency remeasurement are included in earnings.

Subsidies. The Company received investment grants in connection with the construction and operation of certain facilities in Canada and Asia. Generally, such grants are subject to forfeiture in declining amounts over the life of the agreement if the Company does not maintain certain levels of employment or meet other conditions specified in the relevant grant documents. Accordingly, amounts granted are initially recorded as a receivable until cash proceeds are received. In the period the grant receivable is recorded, a current and long-term liability is also recorded which is subsequently amortized as a reduction to cost of sales.

The Company also received grants relating to certain research and development projects. These research and development funds are generally recorded as a reduction of research and development expenses when all conditions and requirements set forth in the underlying grant agreement are met.

Marketing and Advertising Expenses. Marketing and advertising expenses include cooperative advertising funding obligations under customer incentive programs, which costs are recorded upon agreement with customers and vendor partners. Cooperative advertising expenses are recorded as marketing, general and administrative expense to the extent the cash paid does not exceed the estimated fair value of the advertising benefit received. Any excess of cash paid over the estimated fair value of the advertising benefit received is recorded as a reduction of revenue. Marketing and advertising expenses for 2018, 2017 and 2016 were approximately $176 million, $156 million and $131 million, respectively.

Stock-Based Compensation. The Company estimates stock-based compensation cost for stock options at the grant date based on the option’s fair-value as calculated by the lattice-binomial option-pricing model. For restricted stock units, including performance-based restricted stock units (PRSUs), fair value is based on the closing price of the Company’s common stock on the grant date. The Company estimates the grant-date fair value of restricted stock units that involve a market condition using the Monte Carlo simulation model. The Company estimates the grant-date fair value of stock to be issued under the ESPP using the Black-Scholes model. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method, except for the compensation expense related to PRSUs, which are recognized ratably for each vesting tranche from the service inception date to the end of the requisite service period.

Forfeiture rates are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Income Taxes. The Company computes the provision for income taxes using the liability method and recognizes deferred tax assets and liabilities for temporary differences between financial statement and income tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. In addition, the Company recognizes tax benefits from uncertain tax positions only if it expects that its tax positions are more likely than not that they will be sustained, based on the technical merits of the positions, on examination by the jurisdictional tax authority. The Company recognizes any accrued interest and penalties to unrecognized tax benefits as interest expense and income tax expense, respectively.

Recently Adopted Accounting Standards

Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which creates a single source of revenue guidance under U.S. GAAP for all companies in all industries and replaces most existing revenue recognition guidance in U.S. GAAP. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has issued several amendments to the new standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations. The Company adopted the new standard in the first quarter of 2018, using the full retrospective method, which required the Company to adjust prior reporting periods presented. The Company implemented internal controls and key system functionality to enable the preparation of financial information on adoption.

The most significant impacts of the adoption of ASC 606 to the Company related to: (1) the acceleration of revenue recognition for sales of semi-custom products subject to a non-cancellable customer purchase order, (2) the acceleration of revenue recognition for sales to distributors, and (3) the timing and financial statement classification of certain development and intellectual property licensing agreements. Revenue from sales of semi-custom products under non-cancellable purchases orders, and that have no alternative use to the Company at contract inception, is recognized, based on the value of the semi-custom products and expected margin, over the time of production of the semi-custom products by the Company, rather than upon shipment. Revenue from sales to the Company's distributors is recognized upon shipment of the product to the distributors (sell-in), net of provision for estimated reserves, instead of the previous revenue recognition which was upon the reported resale of the product by the distributors to their customers (sell-through). For a development and IP licensing agreement executed in 2017, the Company recognized IP-related revenue in the third quarter of 2018 for the entire amount of arrangement consideration upon the completion of all the technology milestones. Previously, the agreement resulted in the reduction to research and development expenses in 2017 for development work as the expenses were incurred and would have resulted in licensing revenue to be recognized in periods beyond 2017 upon completion of the deliverables, based on a fair value allocation of the consideration received. Revenue recognition related to the Company’s other revenue streams remain substantially unchanged.

The adoption of ASC 606 had an impact on the Company’s consolidated statements of operations and consolidated balance sheets, but had no impact on cash provided by or used in operating, financing, or investing activities on the consolidated statements of cash flows. The impact on the Company’s 2017 and 2016 consolidated statement of operations as a result of the adoption of the new standard is as follows:

	Year Ended
	December 30, 2017												December 31, 2016
	As reported				Adjustment				As adjusted				As reported				Adjustment				As adjusted
	(In millions, except per share amounts)
Net revenue (1)	$	5,329			$	(76	)		$	5,253			$	4,272			$	47			$	4,319
Cost of sales (1)	3,506				(40		)		3,466				3,274				42				3,316
Gross margin	1,823				(36		)		1,787				998				5				1,003
Research and development (2)	1,160				36				1,196				1,008				—				1,008
Marketing, general and administrative	511				5				516				460				6				466
Restructuring and other special charges, net	—				—				—				(10		)		—				(10		)
Licensing gain	(52		)		—				(52		)		(88		)		—				(88		)
Operating income (loss)	204				(77		)		127				(372		)		(1		)		(373		)
Interest expense	(126		)		—				(126		)		(156		)		—				(156		)
Other income (expense), net	(9		)		—				(9		)		80				—				80
Income (loss) before equity loss and income taxes	69				(77		)		(8		)		(448		)		(1		)		(449		)
Provision for income taxes	19				(1		)		18				39				—				39
Equity loss in investee	(7		)		—				(7		)		(10		)		—				(10		)
Net income (loss)	$	43			$	(76	)		$	(33	)		$	(497	)		$	(1	)		$	(498	)
Earnings (loss) per share
Basic	$	0.04			$	(0.07	)		$	(0.03	)		$	(0.60	)		$	—			$	(0.60	)
Diluted	$	0.04			$	(0.07	)		$	(0.03	)		$	(0.60	)		$	—			$	(0.60	)
Shares used in per share calculation
Basic	952								952				835								835
Diluted	1,039								952				835								835

(1)	2017 and 2016 revenue and cost of sales changes were due to a net drain (decrease in revenue) or net build (increase in revenue) in channel and semi-custom product inventories, respectively.

(2)	2017 Research and development expenses increased due to the absence of credits to research and development expenses recognized for a development and intellectual property licensing agreement under the “As reported” standard, the entire amount of consideration was recognized as revenue in 2018 upon transfer of control of the IP license to the customer under the new standard.

The impact on the Company’s affected 2017 and 2016 consolidated balance sheets line items, as a result of the adoption of the new standard is as follows:

	Year Ended
	December 30, 2017												December 31, 2016
	As reported				Adjustment				As adjusted				As reported				Adjustment				As adjusted
	(In millions)
Accounts receivable, net (1)	$	400			$	54			$	454			$	311			$	61			$	372
Inventories, net (2)	739				(45		)		694				751				(60		)		691
Other current assets	188				3				191				109				6				115
Accrued liabilities	541				14				555				391				9				400
Other current liabilities (3)	57				35				92				69				—				69
Deferred income on shipments to distributors (4)	22				(22		)		—				63				(63		)		—
Accumulated deficit	(7,760		)		(15		)		(7,775		)		(7,803		)		61				(7,742		)

(1)	2017 and 2016 Accounts receivable, net increased primarily due to the acceleration in timing of semi-custom product revenue.

(2)	2017 and 2016 Inventories, net decreased primarily due to the acceleration in timing of semi-custom product revenue.

(3)

2017 Other current liabilities adjusted primarily due to the absence of credits to research and development expenses recognized for a development and intellectual property licensing agreement under the “As reported” standard, the entire amount of consideration was recognized as revenue in 2018 upon transfer of control of the IP license to the customer under the new standard. The credits are recorded as deferred revenue under the new standard.

(4)	2017 and 2016 deferred income on shipments to distributors is eliminated due to the change in the revenue recognition model for sales to distributors, whereby revenue is recognized upon the shipment of the product to the distributors (sell-in), instead of upon reported resale of the product by the distributors to their customers (sell-through).

The impact on the Company’s 2017 and 2016 net revenue and operating income (loss) by segments as a result of the adoption of the new standard is as follows:

	Year Ended
	December 30, 2017												December 31, 2016
	As reported				Adjustment				As adjusted				As reported				Adjustment				As adjusted
	(In millions)
Net revenue:
Computing and Graphics (1)	$	3,029			$	(52	)		$	2,977			$	1,967			$	21			$	1,988
Enterprise, Embedded and Semi-Custom (2)	2,300				(24		)		2,276				2,305				26				2,331
Total net revenue	$	5,329			$	(76	)		$	5,253			$	4,272			$	47			$	4,319
Operating income (loss):
Computing and Graphics (3)	$	147			$	(55	)		$	92			$	(238	)		$	(5	)		$	(243	)
Enterprise, Embedded and Semi-Custom (4)	154				(22		)		132				283				4				287
All Other	(97		)		—				(97		)		(417		)		—				(417		)
Total operating income (loss)	$	204			$	(77	)		$	127			$	(372	)		$	(1	)		$	(373	)

(1)	2017 and 2016 Computing and Graphics revenue changes were due to a net drain (decrease in revenue) or net build (increase in revenue) in channel inventory.

(2)	2017 and 2016 Enterprise, Embedded and Semi-Custom revenue changes were due to a net drain (decrease in revenue) or net build (increase in revenue) in semi-custom product inventory.

(3)

2017 Computing and Graphics operating income decreased primarily due to the lower revenue from sales to distributors. In addition, 2017 is lower due to the absence of credits to research and development expenses recognized for a development and intellectual property licensing agreement under the “As Reported” standard, the entire amount of consideration was recognized as revenue in 2018 upon transfer of control of the IP license to the customer under the new standard. 2016 Computing and Graphics operating loss increased due to slightly higher operating expenses.

(4)

2017 Enterprise, Embedded and Semi-Custom operating income decreased primarily due to lower revenue from sales of semi-custom products. In addition, 2017 is lower due to the absence of credits to research and development expenses recognized for a certain development and intellectual property licensing agreement under the “As reported” standard, the entire amount of consideration was recognized as revenue in 2018 upon transfer of control of the IP license to the customer under the new standard. 2016 Enterprise, Embedded and Semi-Custom operating income increased due to higher revenue from sales of semi-custom products.

Stock Compensation. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (ASC 718): Scope of Modification Accounting (ASU 2017-09) to provide clarity and reduce both the (1) diversity in practice and (2) cost and complexity when changing the terms or conditions of share-based payment awards. Under ASU 2017-09, modification accounting is required to be applied unless all of the following criteria are the same immediately before and after the change:

1. The award’s fair value (or calculated value or intrinsic value, if those measurement methods are used);

2. The award’s vesting conditions; and

3. The award’s classification as an equity or liability instrument.

ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017 on a prospective basis, and early adoption is permitted. The Company adopted this guidance in the first quarter of 2018 and the guidance did not have an impact on its consolidated financial statements.

Income Taxes. In October 2016, the FASB issued ASU 2016-16, Income Taxes (ASC 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires entities to recognize the income tax consequences of an intra-entity transfer

of an asset other than inventory when the transfer occurs. This amends current GAAP which prohibits recognition of current and deferred income taxes for all types of intra-entity asset transfers until the asset has been sold to an outside party. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Upon adoption, the Company must apply a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted this guidance in the first quarter of 2018 and the guidance did not have a material impact on its consolidated financial statements.

Statement of Cash Flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (ASC 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are classified in the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (ASU 2016-18), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments will be applied using a retrospective transition method to each period presented. The Company adopted ASU 2016-18 in 2018, which resulted in the additional presentation of restricted cash on the statement of cash flows for each period presented. The Company adopted ASU 2016-15 in 2018, which resulted in the reclassification of certain cash receipts from operating activities to investing activities on the statement of cash flows for each period presented. The adoption of these standards had no material impact on the Company’s consolidated financial statements.

Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (ASC 825): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The ASU also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Entities have to assess the realizability of such deferred tax assets in combination with the entities’ other deferred tax assets. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 and for interim periods within those fiscal years. The Company adopted this guidance in the first quarter of 2018 with no material impact on its consolidated financial statements.

Recently Issued Accounting Standards

Intangibles. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (ASC 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. ASU 2018-15 is effective either prospectively or retrospectively for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating how to apply the new guidance.

Reporting Comprehensive Income. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (ASC 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI), which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Reform Act related to items in AOCI that the FASB refers to as having been stranded in AOCI. The new guidance may be applied retrospectively to each period in which the effect of the Tax Reform Act is recognized in the period of adoption. The Company must adopt this guidance for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for periods for which financial statements have not yet been issued or made available for issuance, including the period the Tax Reform Act was enacted. The guidance, when adopted, will require new disclosures regarding a company’s accounting policy for releasing the tax effects in AOCI and permit the company the option to reclassify to retained earnings the tax effects resulting from the Tax Reform Act that are stranded in AOCI. The Company will adopt this guidance in the first quarter of 2019 and does not expect a material impact on its consolidated financial statements.

Derivatives and Hedging. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (ASC 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods therein with early adoption permitted. The Company will adopt this guidance in the first quarter of 2019 and does not expect a material impact on its consolidated financial statements.

Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (ASC 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The standard changes the methodology for measuring

credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company will adopt this guidance in the first quarter of 2020 and is currently evaluating the impact of this new standard on its consolidated financial statements.

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), to increase transparency and comparability among organizations for lease recognition and disclosure. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet, while recognizing expenses on the income statements in a manner similar to current guidance. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company did not early adopt this standard and therefore the standard will be effective for the Company in the first quarter of 2019. ASU 2016-02 requires that leases be recognized and measured as of the earliest period presented, using a modified retrospective approach, with all periods presented being adjusted and presented under the new standard. In July 2018, the FASB issued ASU 2018-11, Leases (ASC 842): Targeted Improvements, which provides companies an optional adoption method to ASU 2016-02 whereby a company does not have to adjust comparative period financial statements for the new standard. The Company will adopt the new standard using the optional adoption method and thereby not adjust comparative financial statements.

The Company is finalizing its implementation related to policies, processes and internal controls to comply with the guidance. The Company estimates that the right-of-use assets and lease liabilities for the lease portfolio as of December 29, 2018 to be recorded on its consolidated balance sheet, as of December 30, 2018 to be within the range of $225 million to $275 million, primarily relating to real estate. No impact is expected to its consolidated statements of operations or its consolidated statement of cash flows.

Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position, operating results or statements of cash flows.

NOTE 3: GLOBALFOUNDRIES

Wafer Supply Agreement. The Company and GLOBALFOUNDRIES Inc. (GF) entered into a Wafer Supply Agreement (the WSA) in 2009, under which, among other terms, the Company would purchase wafers from GF. The WSA, which has been amended from time to time, governs the terms by which the Company purchases products manufactured by GF.

Sixth Amendment to Wafer Supply Agreement. On August 30, 2016, the Company entered into a sixth amendment to the WSA (the WSA Sixth Amendment). The WSA Sixth Amendment modified certain terms of the WSA applicable to wafers for the Company’s microprocessor, graphics processor and semi-custom products for a five-year period from January 1, 2016 to December 31, 2020. The Company and GF also agreed to establish a comprehensive framework for technology collaboration for the 7nm technology node.

The WSA Sixth Amendment also provides the Company a limited waiver with rights to contract with another wafer foundry with respect to certain products in the 14nm and 7nm technology nodes and gives the Company greater flexibility in sourcing foundry services across its product portfolio. In consideration for these rights, the Company agreed to pay GF $100 million, to be paid in a series of installments starting in the fourth quarter of 2016 through the third quarter of 2017. The Company paid these installments in compliance with the agreement. Starting in 2017 and continuing through 2020, the Company also agreed to make quarterly payments to GF based on the volume of certain wafers purchased from another wafer foundry.

Further, for each calendar year during the term of the WSA Sixth Amendment, the Company and GF agreed to annual wafer purchase targets that increase from 2016 through 2020. If the Company does not meet the annual wafer purchase target for any calendar year, the Company will be required to pay to GF a portion of the difference between the Company’s actual wafer purchases and the wafer purchase target for that year. The annual targets were established based on the Company’s business and market expectations and took into account the limited waiver it received for certain products. In 2018, 2017 and 2016, the Company met its respective annual wafer purchase targets.

The Company and GF also agreed on fixed pricing for wafers purchased during 2016 and established a framework to agree on annual wafer pricing for the years 2017 to 2020. In 2018 and 2017, the Company and GF had agreed on pricing for wafer purchases.

The Company’s total purchases from GF related to wafer manufacturing, research and development activities and other for 2018, 2017 and 2016 were $1.6 billion, $1.1 billion and $0.7 billion, respectively. Included in the total purchases for the year ended December 29, 2018 were amounts related to the volume of certain wafers purchased from another wafer foundry, as agreed by the Company and GF under the WSA Sixth Amendment. As of December 29, 2018 and December 30, 2017, the amount of prepayment and receivables related to GF was $18 million and $27 million, respectively, included in Prepayment and receivables

- related parties on the Company's consolidated balance sheets. As of December 29, 2018 and December 30, 2017, the amount of payable to GF was $326 million and $241 million, respectively, included in Payables to related parties on the Company's consolidated balance sheets.

Seventh Amendment to Wafer Supply Agreement. On January 28, 2019, the Company entered into a seventh amendment (the Seventh Amendment) to the Wafer Supply Agreement with GF. The Seventh Amendment modifies certain purchase commitments, pricing and other terms of the WSA applicable to wafer purchases at the 12 nm technology node and above by the Company for the period commencing on January 1, 2019 and continuing through March 1, 2024.

The Seventh Amendment also provides the Company with full flexibility to contract with any wafer foundry with respect to all products manufactured using 7nm and smaller technology nodes without any one-time payments or royalties by the Company to GF.

Further, the Company and GF agreed to modify the annual wafer purchase targets previously agreed to in the WSA Sixth Amendment for years 2019 and 2020. The parties also agreed to an annual wafer purchase target for 2021 and agreed to pricing for wafers purchased for years 2019, 2020 and 2021. If the Company does not meet the annual wafer purchase target for any of these years, the Company will be required to pay to GF a portion of the difference between the Company’s actual wafer purchases and the wafer purchase target for that year. The Company expects that its future purchases from GF will be material under the WSA, which is in place until March 1, 2024.

Warrant Agreement. Also on August 30, 2016, in consideration for the limited waiver and rights under the WSA Sixth Amendment, the Company entered into a warrant agreement (the Warrant Agreement) with WCH, a wholly-owned subsidiary of Mubadala. Under the Warrant Agreement, WCH and its permitted assigns are entitled to purchase 75 million shares of the Company’s common stock (the Warrant Shares) at a purchase price of $5.98 per share. The warrant is exercisable in whole or in part until February 29, 2020. Notwithstanding the foregoing, the Warrant Agreement will only be exercisable to the extent that Mubadala does not beneficially own, either directly or through any other entities directly and indirectly owned by Mubadala or its subsidiaries, an aggregate of more than 19.99% of the Company’s outstanding capital stock after any such exercise.

GF continues to be a related party of the Company because Mubadala and Mubadala Tech are affiliated with WCH, a significant stockholder of the Company. GF, WCH and Mubadala Tech are wholly-owned subsidiaries of Mubadala.

On February 5, 2019, WCH notified the Company it would exercise its warrant to purchase 75 million shares of the Company’s common stock at a purchase price of $5.98 per share for a total amount of $448.5 million. The Company expects to receive proceeds of $448.5 million upon the exercise of the warrant and issue the 75 million shares of its common stock to WCH in accordance with the terms of the Warrant Agreement.

NOTE 4: Equity Interest Purchase Agreement - ATMP Joint Venture

In April 2016, the Company and certain of its subsidiaries completed the sale of a majority of the equity interests in Suzhou TF-AMD Semiconductor Co., Ltd. (formerly, AMD Technologies (China) Co., Ltd.), and TF AMD Microelectronics (Penang) Sdn. Bhd. (formerly, Advanced Micro Devices Export Sdn. Bhd.), to affiliates of Tongfu Microelectronics Co., Ltd. (formerly, Nantong Fujitsu Microelectronics Co., Ltd.) (TFME), a Chinese joint stock company, to form two joint ventures (collectively, the ATMP JV). As a result of the sale, TFME’s affiliates own 85% of the equity interests in the ATMP JV while certain of the Company’s subsidiaries own the remaining 15%. The Company has no obligation to fund the ATMP JV.

As a result of the transaction, the Company received approximately $342 million, including purchase price adjustments, in net cash proceeds for selling 85% of the equity interest in each of Suzhou TF-AMD Semiconductor Co., Ltd. and TF AMD Microelectronics (Penang) Sdn. Bhd. These proceeds, net of certain transaction costs, were included in investing activities on the Company’s consolidated statements of cash flows for the year ended December 31, 2016.

The Company recognized a net pre-tax gain on the sale of its 85% equity interest in ATMP JV of $146 million for the year ended December 31, 2016, which was recognized in Other income (expense), net on the Company’s consolidated statements of operations. The net pre-tax gain reflects the excess of the sum of net cash proceeds and fair value of the Company’s retained 15% equity interests in the ATMP JV over the sum of the net book values of the Company’s former subsidiaries and other closing costs directly attributed to the divestiture. The above gain includes $11 million in excess of fair value of the Company’s retained interest over the corresponding net book values. During 2017, the Company recorded a $3 million pre-tax gain for final settlement related to the sale of 85% of the equity interest in ATMP facilities in Other income (expense), net on its consolidated statements of operations.

The Company accounts for its equity interests in the ATMP JV under the equity method of accounting due to its significant influence over the ATMP JV. As of December 29, 2018 and December 30, 2017, the carrying value of the Company’s investment in the ATMP JV was approximately $58 million and $58 million, respectively. The ATMP JV is a related party of the Company. The ATMP JV provides assembly, test, mark and packaging (ATMP) services to the Company. The Company currently pays the ATMP JV for ATMP services on a cost-plus basis. The Company assists the ATMP JV in its management of certain raw material inventory. The purchases from and resales back to the ATMP JV of the inventory under inventory management is reported within purchases and resales with the ATMP JV and does not impact the Company’s consolidated statement of operations.

The Company’s total purchases from the ATMP JV during 2018 and 2017 amounted to approximately $574 million and $438 million, respectively. As of December 29, 2018 and December 30, 2017, the amount payable to the ATMP JV was $207 million and $171 million, respectively, included in Payables to related parties on the Company’s consolidated balance sheets. The Company’s resales back to the ATMP JV during 2018 and 2017 amounted to approximately $62 million and $3 million, respectively. As of December 29, 2018 and December 30, 2017, the Company had receivables from ATMP JV of $16 million and $3 million, respectively, included in Prepayment and receivables - related parties on the Company’s consolidated balance sheets.

During 2018, 2017, and 2016, the Company recorded $2 million, $7 million and $10 million, respectively, in Equity loss in investee on its consolidated statements of operations, which included certain expenses incurred by the Company on behalf of the ATMP JV.

NOTE 5: Equity Joint Venture

In February 2016, the Company and Higon Information Technology Co., Ltd. (formerly, Tianjin Haiguang Advanced Technology Investment Co., Ltd.) (THATIC), a third-party Chinese entity (JV Partner), formed a joint venture comprised of two separate legal entities, China JV1 and China JV2 (collectively, the THATIC JV). The Company’s equity share in China JV1 and China JV2 is a majority and minority interest, respectively, funded by the Company’s contribution of certain of its patents. The JV Partner is responsible for the initial and on-going financing of the THATIC JV’s operations. The Company has no obligations to fund the THATIC JV.

The Company concluded the China JV1 and China JV2 are not operating joint ventures and are variable interest entities due to their reliance on on-going financing by the JV Partner. The Company determined that it is not the primary beneficiary of either China JV1 or China JV2, as the Company does not have unilateral power to direct selling and marketing, manufacturing and product development activities related to the THATIC JV’s products. Accordingly, the Company does not consolidate either of these entities and therefore accounts for its investments in the THATIC JV under the equity method of accounting. The THATIC JV is a related party of the Company.

In February 2016, the Company licensed certain of its intellectual property (Licensed IP) to the THATIC JV for a total of approximately $293 million in license fees payable over several years contingent upon achievement of certain milestones. The Company also expects to receive a royalty based on the sales of the THATIC JV’s products to be developed on the basis of such Licensed IP. The Company also provided certain engineering and technical support to the THATIC JV in connection with the product development. In March 2017, the Company entered into a development and intellectual property agreement (Development and IP) with THATIC JV, and also expects to receive a royalty based on the sales of the THATIC JV’s products to be developed on the basis of such agreement. In addition, from time to time the Company enters into certain agreements with the THATIC JV to provide other services primarily related to research and development.

The Company recognized income related to the Licensed IP over the period commencing upon delivery of the first Licensed IP milestone through the date of the milestone that required the Company’s continuing involvement in the product development process, which was completed at the end of the second quarter of 2017. Royalty payments will be recognized in income once earned. The Company classifies Licensed IP income and royalty income associated with the February 2016 agreement as licensing gain within other operating income.

During 2018, the Company recognized $86 million of IP-related revenue upon completion of all technology milestones under the Development and IP agreement. During 2017 and 2016, the Company recognized $52 million and $88 million, respectively, as licensing gain associated with the Licensed IP.

The Company’s share in the net losses of the THATIC JV for 2018 was not material and is not recorded in the Company’s consolidated statement of operations since the Company is not obligated to fund the THATIC JV’s losses in excess of the Company’s investment in the THATIC JV, which was zero as of December 29, 2018. The Company’s receivable from the THATIC JV for these agreements was $18 million and $3 million as of December 29, 2018 and December 30, 2017, respectively, included in Prepayment and receivables - related parties on its consolidated balance sheets. As of December 29, 2018 and December 30, 2017, the total assets and liabilities of the THATIC JV were not material.

NOTE 6: Supplemental Balance Sheet Information

Accounts Receivable, net

As of December 29, 2018 and December 30, 2017, Accounts receivable, net included unbilled accounts receivable of $308 million and $75 million, respectively. Unbilled receivables primarily represent work completed on semi-custom products under non-cancellable purchase orders that have no alternative use to the Company at contract inception, for which revenue has been recognized but not yet invoiced to customers. All unbilled accounts receivables are expected to be billed and collected within 12 months.

Inventories, net

	December 29, 2018				December 30, 2017
	(In millions)
Raw materials	$	134			$	34
Work in process	354				446
Finished goods	357				214
Total inventories, net	$	845			$	694

Property and Equipment, net

	December 29, 2018				December 30, 2017
	(In millions)
Leasehold improvements	$	179			$	187
Equipment	798				758
Construction in progress	78				56
Property and equipment, gross	1,055				1,001
Accumulated depreciation and amortization	(707		)		(740		)
Total property and equipment, net	$	348			$	261

Depreciation expense for 2018, 2017 and 2016 was $94 million, $77 million and $71 million, respectively.

Other Assets

	December 29, 2018				December 30, 2017
	(In millions)
Software and technology licenses, net	$	226			$	239
Other	95				71
Total other assets	$	321			$	310

During the fourth quarter of 2018, the Company recorded an impairment charge in Cost of sales of $45 million on technology licenses that are no longer being used.

Accrued Liabilities

	December 29, 2018				December 30, 2017
	(In millions)
Accrued compensation and benefits	$	236			$	206
Marketing programs and advertising expenses	275				145
Software technology and licenses payable	28				41
Other accrued and current liabilities	224				163
Total accrued liabilities	$	763			$	555

Other Current Liabilities

	December 29, 2018				December 30, 2017
	(In millions)
Unearned revenue	$	11			$	85
Other	13				7
Total other current liabilities	$	24			$	92

Unearned revenue represents consideration received or due from customers in advance of the Company satisfying its performance obligations. The unearned revenue is associated with any combination of development services, IP licensing and product revenue. Changes in unearned revenue were as follows:

	December 29, 2018				December 30, 2017
	(In millions)
Beginning balance	$	85			$	22
Unearned revenue	132				104
Revenue recognized during the period	(186		)		(41		)
Other	(20		)		—
Ending balance	$	11			$	85

Revenue allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied) as of December 29, 2018 is $95 million, which may include amounts received from customer but not yet earned and amounts that will be invoiced and recognized as revenue in future periods associated with any combination of development services, IP licensing and product revenue. The Company expects to recognize $78 million in the next 12 months, and the remainder thereafter. As permitted under ASC 606, the Company has not disclosed the comparative amounts as of December 30, 2017.

The revenue allocated to remaining performance obligations did not include amounts which have an original expected duration of less than one year.

NOTE 7: Goodwill

Goodwill

The carrying amount of goodwill as of both December 29, 2018 and December 30, 2017 was $289 million, which was fully allocated to the Company's Enterprise, Embedded and Semi-Custom segment.

In the fourth quarters of 2018 and 2017, the Company conducted its annual impairment tests of goodwill. The Company determined that the estimated fair value exceeded the carrying value of the reporting units, indicating that there was no goodwill impairment with respect to these reporting units.

NOTE 8: Financial Instruments

Cash, Cash Equivalents, and Marketable Securities

Cash and financial instruments measured and recorded at fair value on a recurring basis, which approximates amortized cost, as of December 29, 2018 and December 30, 2017 are summarized below:

	Total Fair Value				Cash and Cash Equivalents				Short-Term Marketable Securities
	(In millions)
December 29, 2018
Cash	$	315			$	315			$	—
Level 1(1) (2)
Government money market funds	$	275			$	275			$	—
Total level 1	$	275			$	275			$	—
Level 2(1) (3)
Commercial paper	$	566			$	488			$	78
Total level 2	$	566			$	488			$	78
Total	$	1,156			$	1,078			$	78

	Total Fair Value				Cash and Cash Equivalents				Short-Term Marketable Securities
	(In millions)
December 30, 2017
Cash	$	108			$	108			$	—
Level 1(1) (2)
Government money market funds	$	395			$	395			$	—
Total level 1	$	395			$	395			$	—
Level 2(1) (3)
Commercial paper	$	682			$	682			$	—
Total level 2	$	682			$	682			$	—
Total	$	1,185			$	1,185			$	—

(1)	The Company did not have any transfers between Level 1 and Level 2 during 2018 and 2017.

(2)	The Company’s Level 1 assets are valued using quoted prices for identical instruments in active markets.

(3)	The Company’s Level 2 assets are valued using broker reports that utilize quoted prices for identical instruments in markets that are not active or comparable instruments in active markets. Brokers gather observable inputs for all of the Company’s fixed income securities from a variety of industry data providers and other third-party sources.

In addition to those amounts presented above, as of December 29, 2018 and December 30, 2017, the Company had approximately $5 million and $2 million, respectively, of investments in money market funds used as collateral for letters of credit deposits which were included in Other current assets and Other assets, respectively, on the Company’s consolidated balance sheets. These money market funds are classified within Level 1 because they are valued using quoted prices for identical instruments in active markets. Their amortized costs are the same as the fair value for all periods presented. The Company is restricted from accessing these deposits.

As of December 29, 2018 and December 30, 2017, the Company also had approximately $21 million and $18 million, respectively, of investments in mutual funds held in a Rabbi trust established for the Company’s deferred compensation plan which were also included in Other assets on the Company’s consolidated balance sheets. These mutual funds are classified within Level 1 because they are valued using quoted prices for identical instruments in active markets. Their amortized cost approximates the fair value for all periods presented. The Company is restricted from accessing these investments.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis. The Company carries its financial instruments at fair value with the exception of its debt. Financial instruments that are not recorded at fair value are measured at fair value on a quarterly basis for disclosure purposes. The carrying amounts and estimated fair values of financial instruments not recorded at fair value are as follows:

	December 29, 2018								December 30, 2017
	Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
	(In millions)
Short-term debt	$	136			$	136			$	70			$	70
Long-term debt, net(1)	$	1,114			$	2,428			$	1,324			$	2,103

(1)	Carrying amounts of long-term debt are net of unamortized debt issuance costs of $16 million and $19 million as of December 29, 2018 and December 30, 2017, respectively, and net of $262 million and $286 million unamortized debt discount associated with the 2.125% Notes as of December 29, 2018 and December 30, 2017, respectively.

The Company’s short-term and long-term debt, net are classified within Level 2. The fair value of the debt was estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities.

The fair value of the Company’s accounts receivable, accounts payable and other short-term obligations approximate their carrying value based on existing payment terms.

Hedging Transactions and Derivative Financial Instruments

Cash Flow Hedges and Foreign Currency Forward Contracts not Designated as Hedges

The following table shows the amount of gain (loss) included in accumulated other comprehensive income (loss), the amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (OCI) and included in earnings related to the foreign currency forward contracts designated as cash flow hedges and the amount of gain (loss) included in other income (expense), net, related to contracts not designated as hedging instruments which was allocated in the consolidated statements of operations:

	Consolidated Statements of Operations and Statements of Comprehensive Income (Loss) Location	2018				2017
		(In millions)
Foreign Currency Forward Contracts - gains (losses)
Contracts designated as cash flow hedging instruments
Other comprehensive income (loss)		$	(14	)		$	9
Gains (losses) reclassified from OCI into income	Research and development	(4		)		7
Gains (losses) reclassified from OCI into income	Cost of sales; Marketing, general and administrative	(1		)		1
Total Gains (losses) reclassified from OCI into income		(5		)		8
Contracts not designated as hedging instruments
Gains (losses) recognized in income	Other income (expense), net	$	(3	)		$	(3	)

The Company’s foreign currency derivative contracts are classified within Level 2 because the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets such as currency spot and forward rates.

The following table shows the fair value amounts included in Other current assets should the foreign currency forward contracts be in a gain position or included in Other current liabilities should these contracts be in a loss position. These amounts were recorded in the Company’s consolidated balance sheets as follows:

		December 29, 2018				December 30, 2017
		(In millions)
Foreign Currency Forward Contracts - gains (losses)
Contracts designated as cash flow hedging instruments		$	(7	)		$	7

For the foreign currency contracts designated as cash flow hedges, the ineffective portions of the hedging relationship and the amounts excluded from the assessment of hedge effectiveness were immaterial.

As of December 29, 2018 and December 30, 2017, the notional values of the Company’s outstanding foreign currency forward contracts were $396 million and $300 million, respectively. All the contracts mature within 12 months and, upon maturity, the amounts recorded in accumulated other comprehensive income (loss) are expected to be reclassified into earnings. The Company hedges its exposure to the variability in future cash flows for forecasted transactions over a maximum of 12 months.

NOTE 9: Accumulated Other Comprehensive Income (Loss)

Unrealized holding gains or losses on the Company’s available-for-sale securities and unrealized holding gains and losses on derivative financial instruments qualifying as cash flow hedges are included in other comprehensive income (loss).

The table below summarizes the changes in accumulated other comprehensive income (loss) by component for the years ended December 29, 2018 and December 30, 2017:

	Year Ended
	December 29, 2018												December 30, 2017
	Unrealized gains (losses) on available-for-sale securities				Unrealized gains (losses) on cash flow hedges				Total				Unrealized gains (losses) on available-for-sale securities				Unrealized gains (losses) on cash flow hedges				Total
	(In millions)
Beginning balance	$	—			$	6			$	6			$	(1	)		$	(4	)		$	(5	)
Unrealized gains (losses) arising during the period	—				(19		)		(19		)		1				17				18
Reclassification adjustment for gains realized and included in net income (loss)	—				5				5				—				(7		)		(7		)
Tax effect	—				—				—				—				—				—
Total other comprehensive income (loss)	—				(14		)		(14		)		1				10				11
Ending balance	$	—			$	(8	)		$	(8	)		$	—			$	6			$	6

NOTE 10: Concentrations of Credit and Operation Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of investments in available-for-sale debt securities, trade receivables and derivative financial instruments used in hedging activities.

The Company places its investments with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. The Company invests in time deposits and certificates of deposit from banks having combined capital, surplus and undistributed profits of not less than $200 million. At the time an investment is made, investments in commercial paper of industrial firms and financial institutions are rated A1, P1 or better. The Company invests in tax-exempt securities including municipal notes and bonds and bonds that are rated A, A2 or better and repurchase agreements, each of which have securities of the type and quality listed above as collateral.

The Company believes that concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up the Company’s customer base, thus diluting the trade credit risk. Accounts receivable from the Company’s top three customers accounted for approximately 16%, 12% and 7% of the total consolidated accounts

receivable balance as of December 29, 2018 and 15%, 13% and 11% of the total consolidated accounts receivable balance as of December 30, 2017. However, the Company does not believe the receivable balance from these customers represents a significant credit risk based on past collection experience and review of their current credit quality. The Company manages its exposure to customer credit risk through credit limits, credit lines, ongoing monitoring procedures and credit approvals. Furthermore, the Company performs in-depth credit evaluations of all new customers and, at intervals, for existing customers. From this, the Company may require letters of credit, bank or corporate guarantees or advance payments if deemed necessary.

The Company’s existing derivative financial instruments are with large international financial institutions of investment grade credit rating. The Company does not believe that there is significant risk of nonperformance by these counter-parties because the Company monitors their credit rating on an ongoing basis. By using derivative instruments, the Company is subject to credit and market risk. If a counter-party fails to fulfill its performance obligations under a derivative contract, the Company’s credit risk will equal the fair value of the derivative instrument. Generally, when the fair value of a derivative contract is positive, the counter-party owes the Company, thus creating a receivable risk for the Company. Based upon certain factors including a review of the credit default swap rates for the Company’s counter-parties, the Company determined its counter-party credit risk to be immaterial. At December 29, 2018, the Company’s obligations under the contracts exceeded counter-parties' obligations by $8 million.

The Company is dependent on certain equipment and materials from a limited number of suppliers and relies on a limited number of foreign companies to supply the majority of certain types of integrated circuit packages for back-end manufacturing operations. Similarly, certain non-proprietary materials or components such as memory, PCBs, substrates and capacitors used in the manufacture of the Company’s graphics products are currently available from only a limited number of sources. Interruption of supply or increased demand in the industry could cause shortages and price increases in various essential materials. If the Company or its third-party manufacturing suppliers are unable to procure certain of these materials or its foundries are unable to procure materials for manufacturing its products, its business would be materially adversely affected.

NOTE 11: Income Taxes

The provision (benefit) for income taxes consists of:

	2018				2017 (1)				2016 (1)
	(In millions)
Current:
U.S. Federal	$	12			$	(3	)		$	(2	)
U.S. State and Local	—				—				—
Foreign National and Local	(17		)		37				21
Total	(5		)		34				19
Deferred:
U.S. Federal	—				(15		)		(1		)
Foreign National and Local	(4		)		(1		)		21
Total	(4		)		(16		)		20
Provision (benefit) for income taxes	$	(9	)		$	18			$	39

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

The income tax benefit in 2018 was primarily due to a $36 million refund of withholding tax from a foreign jurisdiction related to a legal settlement from 2010, offset by $13 million of U.S. income taxes resulting from the Tax Reform Act, $7 million tax provision in foreign locations and $7 million of withholding taxes on cross-border transactions.

The income tax provision in 2017 was primarily due to withholding taxes applicable to IP-related revenue and licensing gains from foreign locations.

The income tax provision in 2016 was primarily due to $41 million of foreign taxes in profitable locations including $27 million attributable to a gain on the sale of 85% of the ownership interest in the subsidiary operating a factory in Suzhou and $9 million of withholding taxes on cross-border transactions where no foreign tax credit is expected to be realizable, offset by $2 million of tax benefits for Canadian tax credits and the monetization of certain U.S. tax credits.

Income (loss) before income taxes consists of the following:

	2018				2017				2016
	(In millions)
U.S.	$	114			$	53			$	(609	)
Foreign	214				(68		)		150
Total pre-tax income (loss) including equity loss in investee	$	328			$	(15	)		$	(459	)

Deferred income taxes reflect the net tax effects of tax carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the balances for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 29, 2018 and December 30, 2017 are as follows:

	December 29, 2018				December 30, 2017 (1)
	(In millions)
Deferred tax assets:
Net operating loss carryovers	$	1,533			$	1,551
Inventory valuation	25				20
Accrued expenses not currently deductible	98				61
Acquired intangibles	76				102
Tax deductible goodwill	25				56
Federal and state tax credit carryovers	527				546
Foreign research and development ITC credits	370				391
Other	89				62
Total deferred tax assets	2,743				2,789
Less: valuation allowance	(2,580		)		(2,621		)
Total deferred tax assets, net of valuation allowance	163				168
Deferred tax liabilities:
Discount of convertible notes	(54		)		(58		)
Undistributed foreign earnings	(94		)		(97		)
Other	(11		)		(13		)
Total deferred tax liabilities	(159		)		(168		)
Net deferred tax assets	$	4			$	—

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

The breakdown between deferred tax assets and deferred tax liabilities as of December 29, 2018 and December 30, 2017 is as follows:

	December 29, 2018				December 30, 2017 (1)
	(In millions)
Deferred tax assets	$	15			$	11
Deferred tax liabilities	(11		)		(11		)
Net deferred tax assets	$	4			$	—

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

Deferred tax assets are included in the caption Other assets on the consolidated balance sheets. Deferred tax liabilities are included in the caption Other long-term liabilities on the consolidated balance sheets.

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (Tax Reform Act). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a modified territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. ASC 740: Income Taxes, requires companies to recognize the effect of the tax law changes

in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) which allowed companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. As a result, in 2017, the Company provisionally adjusted its deferred tax assets and liabilities based on the reduction of the U.S. federal corporate tax rate from 35% to 21% and assessed the realizability of its deferred tax assets based upon the best available information at that time. In addition, the Company recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities in its consolidated financial statements for the year ended December 30, 2017. During 2018, the Company finalized its computation of the impact of the Tax Reform Act.

The Tax Reform Act also eliminated the corporate alternative minimum tax (AMT) for tax years commencing on or after January 1, 2018. As a result, AMT credit carryforwards may be utilized to reduce future income tax liabilities. In addition, excess AMT credits are refundable in any taxable year beginning after 2017 and before 2022 in an amount equal to 50% (100% in the case of taxable years beginning in 2021) of the excess of the minimum tax credit for the taxable year over the amount of the credit allowable for the year against regular tax liability. Accordingly, the Company recorded $16 million of AMT credit carry forwards as a tax receivable in 2017.

As of December 29, 2018, substantially all of the Company’s U.S. and foreign deferred tax assets, net of deferred tax liabilities, continued to be subject to a valuation allowance. The realization of these assets is dependent on substantial future taxable income which at December 29, 2018, in management’s estimate, is not more likely than not to be achieved. In 2018, the net valuation allowance decreased by $43 million primarily for decreases related to net operating loss carryovers, federal and state tax credit carryovers, acquired intangibles and goodwill. In 2017, gross deferred tax assets decreased by $1,018 million primarily for provisional decreases related to the remeasurement of deferred tax assets due to the 21% tax rate under the Tax Reform Act, as well as decreases related to acquired intangibles and goodwill, offset by a decrease in the gross deferred tax liability balance of $112 million primarily for provisional decreases related to the remeasurement of deferred tax liabilities due to the 21% tax rate under the Tax Reform Act, and a decrease in the gross valuation allowance of $905 million. In 2016, the net valuation allowance decreased by $143 million primarily for increases in deferred tax assets related to foreign capitalized research costs, acquired intangibles and goodwill.

The following is a summary of the Company’s various tax attribute carryforwards as of December 29, 2018.

Carryforward	Federal				State / Provincial				Expiration
	(In millions)
U.S.-net operating loss carryovers	$	7,140			$	317			2018 to 2037
U.S.-credit carryovers	$	372			$	219			2018 to 2037
Canada-net operating loss carryovers	$	17			$	17			2027 to 2028
Canada-credit carryovers	$	338			$	28			2023 to 2037
Other foreign net operating loss carryovers	$	44			N/A				various

Utilization of $6 million of the Company’s U.S. federal net operating loss carryforwards are subject to annual limitations as a result of the ATI Technologies ULC (ATI) acquisition.

The table below displays the reconciliation between statutory federal income taxes and the total provision (benefit) for income taxes.

	2018				2017				2016
	(In millions)
Statutory federal income tax expense (benefit) at 21%, 35% and 35% rate	$	69			$	22			$	(160	)
State taxes, net of federal benefit	1				1				1
Foreign (income) expense at other than U.S. rates	2				—				(1		)
U.S. valuation allowance generated (utilized)	(93		)		15				201
Credit monetization	(1		)		(20		)		(2		)
Tax Reform Act taxes	13				—				—
Provision (benefit) for income taxes	$	(9	)		$	18			$	39

As part of the transition from a world-wide tax system to a territorial (dividend exemption) system, the Tax Reform Act imposes a one-time transition tax on the cumulative undistributed post-1986 earnings and profits of certain foreign subsidiaries. The transition tax applies at a rate of 15.5% for earnings held as liquid assets and 8.0% for earnings held as illiquid assets by the foreign subsidiaries.

Because of the transition to a territorial system under the Tax Reform Act, the taxation of future dividend distributions by foreign subsidiaries is expected to be limited to withholding taxes which may apply based on the jurisdiction of the subsidiary. The Company has made no provision for taxes on approximately $142 million of cumulative undistributed earnings of certain foreign subsidiaries as of December 29, 2018, and on approximately $117 million as of December 30, 2017, based on the Company’s intention to indefinitely reinvest such earnings. However, if such earnings were distributed, the Company would incur additional foreign withholding taxes.

A reconciliation of the Company's gross unrecognized tax benefits is as follows:

	2018				2017 (1)				2016 (1)
	(In millions)
Balance at beginning of year	$	49			$	42			$	38
Increases for tax positions taken in prior years	1				7				3
Decreases for tax positions taken in prior years	(1		)		(2		)		—
Increases for tax positions taken in the current year	3				3				2
Decreases for settlements with taxing authorities	(2		)		—				—
Decreases for lapsing of the statute of limitations	(1		)		(1		)		(1		)
Balance at end of year	$	49			$	49			$	42

(1) Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2.

The amount of unrecognized tax benefits that would impact the effective tax rate was $9 million, $9 million and $4 million as of December 29, 2018, December 30, 2017 and December 31, 2016, respectively. The Company had no material amounts of accrued interest and accrued penalties related to unrecognized tax benefits as of December 29, 2018, December 30, 2017 and December 31, 2016.

The Company does not believe it is reasonably possible that its unrecognized tax benefits will materially change in the next 12 months. However, the resolutions and/or closure of open audits are highly uncertain. The Company and its subsidiaries have several foreign, foreign provincial, and U.S. state audits in process at any one point in time. The Company has provided for uncertain tax positions that require a liability under the adopted method to account for uncertainty in income taxes.

NOTE 12: Earnings (Loss) Per Share

Earnings (Loss) Per Share. Basic earnings (loss) per share is computed based on the weighted-average number of shares outstanding.

Diluted net income (loss) per share is computed based on the weighted-average number of shares outstanding plus potentially dilutive shares outstanding during the period. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, the assumed issuance of common stock under the employee stock purchase plan (ESPP) and the assumed exercise of the warrant under the warrant agreement (the Warrant Agreement) with West Coast Hitech L.P. (WCH), a wholly-owned subsidiary of Mubadala Investment Company PJSC (Mubadala). Potentially dilutive shares issuable upon conversion of the 2.125% Convertible Senior Notes due 2026 (2.125% Notes) are calculated using the if-converted method.

The following table sets forth the components of basic and diluted earnings (loss) per share:

	2018				2017				2016
	(In millions, except per share amounts)
Numerator—Net income (loss):
Numerator for basic and diluted earnings (loss) per share	$	337			$	(33	)		$	(498	)
Denominator—Weighted average shares:
Denominator for basic earnings (loss) per share	982				952				835
Effect of potentially dilutive shares:
Employee equity incentive plans and warrants	82				—				—
Denominator for diluted earnings (loss) per share	1,064				952				835
Earnings (loss) per share:
Basic	$	0.34			$	(0.03	)		$	(0.60	)
Diluted	$	0.32			$	(0.03	)		$	(0.60	)

Potential shares from employee equity incentive plans and the conversion of the 2.125% Notes totaling 105 million shares for 2018 and potential shares from employee equity incentive plans, the conversion of the 2.125% Notes and the warrants under the Warrants Agreement totaling 189 million and 231 million shares for 2017 and 2016, respectively, were not included in the diluted earnings (loss) per share calculation as their inclusion would have been anti-dilutive.

NOTE 13: Debt and Secured Revolving Line of Credit

Debt

The Company’s total debt as of December 29, 2018 and December 30, 2017 consisted of:

	December 29, 2018				December 30, 2017
	(In millions)
6.75% Notes	$	66			$	166
7.50% Notes	337				347
7.00% Notes	250				311
2.125% Notes	805				805
Secured Revolving Line of Credit	70				70
Total debt (principal amount)	1,528				1,699
Unamortized debt discount associated with 2.125% Notes	(262		)		(286		)
Unamortized debt issuance costs	(16		)		(19		)
Other	—				1
Total debt (net)	1,250				1,395
Less: current portion	(136		)		(70		)
Total debt, less current portion	$	1,114			$	1,325

2.125% Convertible Senior Notes Due 2026

In September 2016, the Company issued $805 million in aggregate principal amount of 2.125% Convertible Senior Notes due 2026 (2.125% Notes). The 2.125% Notes are general unsecured senior obligations of the Company. The interest is payable semi-annually in March and September of each year, commencing in March 2017. As of December 29, 2018, the Company had $805 million principal amount outstanding.

The 2.125% Notes mature on September 1, 2026. However, as outlined in the indenture governing the 2.125% Notes, holders of the 2.125% Notes may convert them at their option during certain time periods and upon the occurrence of one of the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2016 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar

quarter is greater than or equal to 130% of the conversion price on each applicable trading day (equivalent to an initial conversion price of approximately $8.00 per share of common stock);

(2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or

(3) upon the occurrence of specified corporate events.

On or after June 1, 2026 and until the close of business on the business day immediately preceding the maturity date, holders may convert their notes at any time regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election.

The first event described in (1) above was met during the fourth quarter of 2018 and, as a result, the 2.125% Notes are convertible at the option of the holder from January 1, 2019 and remain convertible until March 31, 2019.

The Company’s current intent is to deliver shares of its common stock upon conversion of the 2.125% Notes. As such, no sinking fund is provided for the 2.125% Notes and the Company continued to classify the carrying value of the liability component of the 2.125% Notes as long-term debt and the equity component of the 2.125% Notes as permanent equity on its condensed consolidated balance sheet as of December 29, 2018.

The determination of whether or not the 2.125% Notes are convertible is performed on a calendar-quarter basis.

The 2.125% Notes consisted of the following:

	December 29, 2018			December 30, 2017
	(In millions)
Principal amounts:
Principal	$	805		$	805
Unamortized debt discount(1)	(262		)	(286		)
Unamortized debt issuance costs	(11		)	(12		)
Net carrying amount	$	532		$	507
Carrying amount of the equity component, net(2)	$	305		$	305

(1)	Included in the consolidated balance sheets within Long-term debt, net and amortized over the remaining life of the notes using the effective interest rate method.

(2)	Included in the consolidated balance sheets within additional paid-in capital, net of $9 million in equity issuance costs.

As of December 29, 2018, the remaining life of the 2.125% Notes was approximately 93 months.

Based on the closing price of the Company’s common stock of $17.82 on December 28, 2018, the last trading day of 2018, the if-converted value of the 2.125% Notes exceeded its principal amount by approximately $988 million.

The effective interest rate of the liability component of the 2.125% Notes is 8%. This interest rate was based on the interest rates of similar liabilities at the time of issuance that did not have associated conversion features. The following table sets forth total interest expense recognized related to the 2.125% Notes for the year ended December 29, 2018:

	December 29, 2018				December 30, 2017
	(In millions)
Contractual interest expense	$	17			$	17
Interest cost related to amortization of debt issuance costs	1				2
Interest cost related to amortization of the debt discount	$	24			$	22

6.75% Senior Notes Due 2019

On February 26, 2014, the Company issued $600 million of its 6.75% Senior Notes due 2019 (6.75% Notes). The 6.75% Notes are general unsecured senior obligations of the Company. Interest is payable on March 1 and September 1 of each year beginning September 1, 2014 until the maturity date of March 1, 2019. The 6.75% Notes are governed by the terms of an indenture (the 6.75% Indenture) dated February 26, 2014 between the Company and Wells Fargo Bank, N.A., as trustee.

In 2016, the Company repurchased $404 million in aggregate principal amount of its 6.75% Notes pursuant to a partial tender offer for $442 million. In 2017, the Company settled $30 million in aggregate principal amount of its 6.75% Notes, of which $26 million was settled in cash and $5 million was settled in treasury stock.

During 2018, the Company settled $101 million in aggregate principal amount of its 6.75% Notes for $14 million in cash and $87 million in treasury stock at a weighted-average cost of $9.04 per share. As of December 29, 2018, the outstanding aggregate principal amount of the 6.75% Notes was $66 million.

At any time before March 1, 2019, the Company may redeem some or all of the 6.75% Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and a “make whole” premium (as set forth in the 6.75% Indenture).

Holders have the right to require the Company to repurchase all or a portion of the 6.75% Notes in the event that the Company undergoes a change of control, as defined in the 6.75% Indenture, at a price of 101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default (as defined in the 6.75% Indenture) may result in the acceleration of the maturity of the 6.75% Notes.

The 6.75% Indenture contains certain covenants that limit, among other things, the Company’s ability and the ability of its subsidiaries, to:

•	incur additional indebtedness, except specified permitted debt;

•	pay dividends and make other restricted payments;

•	make certain investments if an event of a default exists, or if specified financial conditions are not satisfied;

•	create or permit certain liens;

•	create or permit restrictions on the ability of its subsidiaries to pay dividends or make other distributions to the Company;

•	use the proceeds from sales of assets;

•	enter into certain types of transactions with affiliates; and

•	consolidate, merge or sell its assets as entirety or substantially as an entirety.

7.50% Senior Notes Due 2022

On August 15, 2012, the Company issued $500 million of its 7.50% Senior Notes due 2022 (7.50% Notes). The 7.50% Notes are general unsecured senior obligations of the Company. Interest is payable on February 15 and August 15 of each year beginning February 15, 2013 until the maturity date of August 15, 2022. The 7.50% Notes are governed by the terms of an indenture (the 7.50% Indenture) dated August 15, 2012 between the Company and Wells Fargo Bank, N.A., as trustee.

In 2014, the Company repurchased $25 million in aggregate principal amount of its 7.50% Notes in open market transactions for $24 million. In 2016, the Company repurchased $125 million in aggregate principal amount of its 7.50% Notes pursuant to a partial tender offer for $135 million. In 2017, the Company settled $3 million in aggregate principal amount of its 7.50% Notes in treasury stock.

During 2018, the Company settled $10 million in aggregate principal amount of its 7.50% Notes in treasury stock at a weighted-average cost of $9.01 per share. As of December 29, 2018, the outstanding aggregate principal amount of the 7.50% Notes was $337 million.

Prior to August 15, 2022, the Company may redeem some or all of the 7.50% Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest and a “make whole” premium (as defined in the 7.50% Indenture). Holders have the right to require the Company to repurchase all or a portion of the 7.50% Notes in the event that the Company undergoes a change of control as defined in the 7.50% Indenture, at a repurchase price of 101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default (as defined in the 7.50% Indenture) may result in the acceleration of the maturity of the 7.50% Notes.

The 7.50% Indenture contains certain covenants that limit, among other things, the Company’s ability and the ability of its subsidiaries, to:

• incur additional indebtedness, except specified permitted debt;

• pay dividends and make other restricted payments;

• make certain investments if an event of a default exists, or if specified financial conditions are not satisfied;

• create or permit certain liens;

•	create or permit restrictions on the ability of its subsidiaries to pay dividends or make other distributions to the Company;

• use the proceeds from sales of assets;

• enter into certain types of transactions with affiliates; and

• consolidate, merge or sell its assets as entirety or substantially as an entirety.

7.00% Senior Notes Due 2024

On June 16, 2014, the Company issued $500 million of its 7.00% Senior Notes due 2024 (7.00% Notes). The 7.00% Notes are general unsecured senior obligations of the Company. Interest is payable on January 1 and July 1 of each year beginning January 1, 2015 until the maturity date of July 1, 2024. The 7.00% Notes are governed by the terms of an indenture (the 7.00% Indenture) dated June 16, 2014 between the Company and Wells Fargo Bank, N.A., as trustee.

In 2016, the Company settled $84 million in aggregate principal amount of its 7.00% Notes for $77 million in cash and $8 million in treasury stock. In 2017, the Company settled $105 million in aggregate principal amount of its 7.00% Notes for $84 million in cash and $26 million in treasury stock.

During 2018, the Company settled $61 million in aggregate principal amount of its 7.00% Notes for $26 million in cash and $35 million in treasury stock at a weighted-average cost of $9.42 per share. As of December 29, 2018, the outstanding aggregate principal amount of the 7.00% Notes was $250 million.

Prior to July 1, 2019, the Company may redeem some or all of the 7.00% Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest and a “make whole” premium (as set forth in the 7.00% Indenture).

Starting July 1, 2019, the Company may redeem the 7.00% Notes for cash at the following specified prices plus accrued and unpaid interest:

Period	Price as Percentage of Principal Amount
Beginning on July 1, 2019 through June 30, 2020	103.500	%
Beginning on July 1, 2020 through June 30, 2021	102.333	%
Beginning on July 1, 2021 through June 30, 2022	101.167	%
On July 1, 2022 and thereafter	100.000	%

Holders have the right to require the Company to repurchase all or a portion of the 7.00% Notes in the event that the Company undergoes a change of control as defined in the 7.00% Indenture at a repurchase price of 101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default (as defined in the 7.00% Indenture) may result in the acceleration of the maturity of the 7.00% Notes.

The 7.00% Indenture contains certain covenants that limit, among other things, the Company’s ability and the ability of its subsidiaries, to:

•	incur additional indebtedness, except specified permitted debt;

•	pay dividends and make other restricted payments;

•	make certain investments if an event of a default exists, or if specified financial conditions are not satisfied;

•	create or permit certain liens;

•	create or permit restrictions on the ability of its subsidiaries to pay dividends or make other distributions to the Company;

•	use the proceeds from sales of assets;

•	enter into certain types of transactions with affiliates; and

•	consolidate, merge or sell its assets as entirety or substantially as an entirety.

The 6.75% Notes, 7.50% Notes, 7.00% Notes and 2.125% Notes rank equally with the Company’s existing and future senior debt and are senior to all of the Company’s future subordinated debt. The 6.75% Notes, 7.50% Notes, 7.00% Notes and 2.125% Notes rank junior to all of the Company’s future senior secured debt to the extent of the collateral securing such debt and are structurally subordinated to all existing and future debt and liabilities of the Company’s subsidiaries.

The Company calculated the cost of reissued shares from treasury stock based on weighted-average cost of the treasury stock. During 2018, the Company recorded $12 million of aggregate losses from the extinguishment of debt noted above in Other Income & Expense, net on its consolidated statements of operations.

Potential Repurchase of Outstanding Notes

The Company may elect to purchase or otherwise retire the 6.75% Notes, 7.50% Notes, 7.00% Notes and 2.125% Notes with cash, stock or other assets from time to time in open market or privately negotiated transactions either directly or through intermediaries or by tender offer when the Company believes the market conditions are favorable to do so.

Secured Revolving Line of Credit

On April 14, 2015, the Company and its subsidiary, AMD International Sales & Service, Ltd. (together, the Borrowers), ATI Technologies ULC (collectively with the Borrowers, the Loan Parties), a group of lenders and Bank of America N.A., acting as the agent for the lenders, entered into an amended and restated loan and security agreement, as amended (the Agreement). The Agreement provides for a secured revolving line of credit (the Secured Revolving Line of Credit) that allows the Borrowers to borrow, repay and re-borrow amounts from time to time up to $500 million with up to $45 million available for issuance of letters of credit, subject to certain conditions. Borrowings are limited up to a certain amount of eligible accounts receivable, as determined in accordance with the Agreement. The size of the commitment under the Secured Revolving Line of Credit may be increased by up to an aggregate amount of $200 million. The commitments under the Secured Revolving Line of Credit are available through March 21, 2022. The Borrowers are subject to commitment fees and letter of credit facility fees. The Loan Parties are required to comply with certain covenants under the Agreement.

The Secured Revolving Line of Credit bears interest, at the option of the Borrowers, either at (a) a customary London Interbank Offered Rate (LIBOR) plus an applicable margin (as determined in accordance with the agreement), or (b) (i) the greatest of (x) the bank’s prime rate, (y) the federal funds rate as published by the Federal Reserve Bank of New York plus 0.50%, and (z) LIBOR for a one-month period plus 1.00%, plus (ii) an applicable margin.

As of December 29, 2018 and December 30, 2017, the Secured Revolving Line of Credit had an outstanding loan balance of $70 million at an interest rate of 6.00% and 4.75%, respectively. As of December 29, 2018, the Secured Revolving Line of Credit had $26 million related to outstanding letters of credit and up to $175 million available for future borrowings. The Company reports its intra-period changes in its revolving credit balance on a net basis in its condensed consolidated statement of cash flows as the Company intends the period of the borrowings to be brief, repaying borrowed amounts within 90 days. As of December 29, 2018, the Company was in compliance with all required covenants stated in the Loan Agreement.

The agreements governing the 6.75% Notes, 7.50% Notes, 7.00% Notes, 2.125% Notes and the Secured Revolving Line of Credit contain cross-default provisions whereby a default under one agreement would likely result in cross defaults under agreements covering other borrowings. The occurrence of a default under any of these borrowing arrangements would permit the applicable note holders or the lenders under the Secured Revolving Line of Credit to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable.

Future Payments on Total Debt

As of December 29, 2018, the Company’s future debt payment obligations for the respective fiscal years were as follows:

	Term Debt (Principal only)
	(In millions)
2019	$	66
2020	—
2021	—
2022	337
2023	—
2024 and thereafter	1,055
Total	$	1,458

NOTE 14: Other Income (Expense), Net

The following table summarizes the components of Other income (expense), net:

	2018				2017				2016
	(In millions)
Interest income	$	18			$	6			$	2
Gain on sale of 85% ATMP JV	—				3				146
Loss on debt redemption	(12		)		(12		)		(68		)
Other	(6		)		(6		)		—
Other income (expense), net	$	—			$	(9	)		$	80

NOTE 15: Segment Reporting

Management, including the Chief Operating Decision Maker, who is the Company’s Chief Executive Officer, reviews and assesses operating performance using segment net revenue and operating income (loss) before interest, other income (expense), net, income taxes and equity loss of investee. These performance measures include the allocation of expenses to the operating segments based on management’s judgment. The Company has the following two reportable segments:

•	the Computing and Graphics segment, which primarily includes desktop and notebook processors and chipsets, discrete and integrated graphics processing units (GPUs), professional GPUs and licensing portions of its IP portfolio; and

•	the Enterprise, Embedded and Semi-Custom segment, which primarily includes server and embedded processors, semi-custom System-on-Chip (SoC) products, development services, technology for game consoles and licensing portions of its IP portfolio.

In addition to these reportable segments, the Company has an All Other category, which is not a reportable segment. This category primarily includes certain expenses and credits that are not allocated to any of the reportable segments because management does not consider these expenses and credits in evaluating the performance of the reportable segments. Also included in this category are employee stock-based compensation expense, the charge related to the WSA Sixth Amendment and restructuring and other special charges, net. The Company also reported the results of former businesses in the All Other category because the operating results were not material.

The following table provides a summary of net revenue and operating income (loss) by segment for 2018, 2017 and 2016.

	2018				2017				2016
	(In millions)
Net revenue:
Computing and Graphics	$	4,125			$	2,977			$	1,988
Enterprise, Embedded and Semi-Custom	2,350				2,276				2,331
Total net revenue	$	6,475			$	5,253			$	4,319
Operating income (loss):
Computing and Graphics	$	470			$	92			$	(243	)
Enterprise, Embedded and Semi-Custom	163				132				287
All Other	(182		)		(97		)		(417		)
Total operating income (loss)	$	451			$	127			$	(373	)

The following table provides major items included in All Other category:

	2018				2017				2016
	(In millions)
Operating loss:
Stock-based compensation expense	$	(137	)		$	(97	)		$	(86	)
Restructuring and other special charges, net	—				—				10
Impairment of technology licenses	(45		)		—				—
Charge related to the WSA Sixth Amendment	—				—				(340		)
Other	—				—				(1		)
Total operating loss	$	(182	)		$	(97	)		$	(417	)

The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information.

The Company’s operations outside the United States include research and development activities and sales, marketing and administrative activities. The Company conducts product and system research and development activities for its products in the United States with additional design and development engineering teams located in China, Canada, India, Singapore, Australia and Taiwan. The Company’s ATMP facilities located in Malaysia and China were sold in the second quarter of 2016 (see Note 4: Equity Interest Agreement - ATMP Joint Venture). The Company’s material sales and marketing offices are located in the United States, Latin America, Europe and Asia.

The following table summarizes sales to external customers by geographic regions based on billing location of the customer:

	2018				2017				2016
	(In millions)
United States	$	1,327			$	1,360			$	922
Europe	470				263				154
China (including Taiwan)	2,516				1,712				1,153
Singapore	728				550				569
Japan	1,225				1,215				1,456
Other countries	209				153				65
Total sales to external customers	$	6,475			$	5,253			$	4,319

The following table summarizes long-lived assets by geographic areas:

	2018				2017
	(In millions)
United States	$	232			$	200
Malaysia	3				5
China	17				7
Singapore	29				22
Other countries	67				27
Total long-lived assets	$	348			$	261

The following table summarizes sales to major customers that accounted for at least 10% of the Company’s consolidated net revenue for the respective years:

	2018			2017			2016
Customer A	19	%		23	%		33	%
Customer B	11	%		15	%		16	%
Customer C	7	%		6	%		10	%

Sales to customers A and B consisted of products from the Company's Enterprise, Embedded and Semi-Custom segment and sales to customer C consisted primarily of products from the Company's Computing and Graphics segment.

NOTE 16: Common Stock and Stock-Based Incentive Compensation Plans

Common Stock

During the third quarter of 2016, the Company completed its registered underwritten public offering of 115 million shares of the Company’s common stock, par value $0.01 per share, at a public offering price of $6.00 per share pursuant to an underwriting agreement with J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC as representatives of the several underwriters named therein. The resulting aggregate net proceeds to the Company from the common stock offering were approximately $667 million, after deducting underwriting discounts and offering expenses totaling approximately $23 million.

Stock-Based Incentive Compensation Plans

The Company’s stock-based incentive programs are intended to attract, retain and motivate highly qualified employees. On April 29, 2004, the Company’s stockholders approved the 2004 Equity Incentive Plan (the 2004 Plan).

Under the 2004 Plan, stock options generally vest and become exercisable over a three-year period from the date of grant and expire within ten years after the grant date. Unvested shares that are reacquired by the Company from forfeited outstanding equity awards become available for grant and may be reissued as new awards.

Under the 2004 Plan, the Company can grant fair market value awards or full value awards. Fair market value awards are awards granted at or above the fair market value of the Company’s common stock on the date of grant. Full value awards are awards granted at less than the fair market value of the Company’s common stock on the date of grant. Awards can consist of (i) stock options granted at the fair market value of the Company’s common stock on the date of grant and (ii) restricted stock units as full value awards. The following is a description of the material terms of the awards that may be granted under the 2004 Plan.

Stock Options. A stock option is the right to purchase shares of the Company’s common stock at a fixed exercise price for a fixed period of time. Under the 2004 Plan, nonstatutory and incentive stock options may be granted. The exercise price of the shares subject to each nonstatutory stock option and incentive stock option cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The exercise price of each option granted under the 2004 Plan must be paid in full at the time of the exercise.

Restricted Stock Units. Restricted stock units (RSUs) are awards that can be granted to any employee, director or consultant and that obligate the Company to issue a specific number of shares of the Company’s common stock in the future if the vesting terms and conditions are satisfied. The purchase price for the shares is $0.00 per share.

Performance-based Restricted Stock Units. Performance-based Restricted Stock Units (PRSUs) can be granted to certain of the Company’s senior executives. The performance metrics can be financial performance, non-financial performance and/or market condition. Each PRSU award reflects a target number of shares (Target Shares) that may be issued to an award recipient before adjusting based on the Company’s financial performance, non-financial performance and/or market conditions. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 250% of the Target Shares granted, depending upon the degree of achievement of the performance target designated by each individual award.

Employee Stock Purchase Plan. The Company has introduced the Employee Stock Purchase Plan (ESPP) in the fourth quarter of 2017. Under the ESPP, eligible employees who participate in an offering period may have up to 10% of their earnings withheld, up to certain limitations, to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last business day of the six-month offering period. The offering periods commence in November and May each year.

As of December 29, 2018, the Company had 40 million shares of common stock that were available for future grants and 38 million shares reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested restricted stock units. In addition, the Company had 45 million shares of common stock that were available for issuance under the ESPP.

Valuation and Expense

Stock-based compensation expense related to employee stock options, restricted stock units, including PRSUs and the ESPP, was allocated in the consolidated statements of operations as follows:

	2018				2017				2016
	(In millions)
Cost of sales	$	4			$	2			$	2
Research and development	91				57				49
Marketing, general, and administrative	42				38				35
Total stock-based compensation expense, net of tax of $0	$	137			$	97			$	86

During 2018, 2017 and 2016, the Company did not realize any excess tax benefits related to stock-based compensation and therefore the Company did not record any related financing cash flows.

Stock Options. The Company uses the lattice-binomial model in determining the fair value of the stock options.

The weighted-average estimated fair value of employee stock options granted for the years ended December 29, 2018, December 30, 2017 and December 31, 2016 was $7.62, $5.46 and $3.10 per share, respectively, using the following assumptions:

	2018			2017			2016
Expected volatility	51.51% - 60.46%			57.26	%		62.33	%
Risk-free interest rate	2.20% - 2.83%			1.68	%		1.02	%
Expected dividends	—	%		—	%		—	%
Expected life (in years)	3.92 - 3.94			3.92			3.98

The Company uses a combination of the historical volatility of its common stock and the implied volatility for publicly traded options on the Company’s common stock as the expected volatility assumption required by the lattice-binomial model. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the option grant at the date closest to the option grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the future. The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is a derived output of the lattice-binomial model.

The following table summarizes stock option activity and related information:

	Outstanding Number of Shares			Weighted- Average Exercise Price				Aggregate Intrinsic Value				Weighted-Average Remaining Contractual Life (in years)
	(In millions, except share price)
Balance as of December 30, 2017	17			$	4.32			$	104			3.75
Granted	1			$	18.35
Canceled	—			$	8.93
Exercised	(5	)		$	4.65
Balance as of December 29, 2018	13			$	5.33			$	152			3.49
Exercisable December 29, 2018	11			$	3.64			$	145			3.15

The total intrinsic value of stock options exercised for 2018, 2017 and 2016 was $67 million, $27 million and $10 million, respectively.

As of December 29, 2018, the Company had $9 million of total unrecognized compensation expense related to stock options that will be recognized over the weighted-average period of 1.89 years.

RSUs. The Company uses the fair value of the Company’s common stock on the date of the grant in determining the fair value of the RSUs. The weighted-average grant date fair values of RSUs granted during 2018, 2017 and 2016 were $14.81, $11.63 and $4.72 per share, respectively.

The following table summarizes RSU activity, including PRSU activity, and related information:

	Number of Shares			Weighted- Average Fair Value
	(In millions except share price)
Unvested shares as of December 30, 2017	35			$	6.60
Granted	15			$	14.81
Forfeited	(2	)		$	8.74
Vested	(22	)		$	4.46
Unvested shares as of December 29, 2018	26			$	13.14

The total fair value of RSUs vested during 2018, 2017 and 2016 was $399 million, $328 million and $151 million, respectively.

As of December 29, 2018, the Company had $267 million of total unrecognized compensation expense related to RSUs that will be recognized over the weighted-average period of 1.75 years.

PRSUs. The Company uses the Monte Carlo simulation model on the date of grant in determining the fair value of the PRSUs with a market condition. The weighted-average grant date fair values of PRSUs granted during 2018, 2017 and 2016 were $21.67, $17.18 and $9.00, respectively, using the following assumptions:

	2018			2017			2016
Stock price at valuation date	$12.02 - $32.72			$12.83			$5.14
Expected volatility	63.77% - 67.97%			64.39	%		57.83	%
Risk-free interest rate	2.06% - 2.82%			1.50	%		0.88	%
Expected dividends	—	%		—	%		—	%
Expected term (in years)	2.48 - 3.00			3.00			3.07

The following table summarizes PRSU activity and related information:

	(Shares in millions)
Unvested shares as of December 30, 2017	3
Granted	3
Forfeited	—
Vested	(4	)
Unvested shares as of December 29, 2018	2

ESPP. The Company uses the Black-Scholes model in determining the fair value of the ESPP. The weighted-average grant date fair value for the ESPP during 2018 and 2017 was within a range from $3.42 to $6.43 and $3.46 per share, respectively, using the following assumptions:

	2018			2017
Expected volatility	45.88% - 66.66%			56.07	%
Risk-free interest rate	2.05% - 2.52%			1.36	%
Expected dividends	—	%		—	%
Expected term (in years)	0.49 - 0.50			0.49

During 2018, 2.2 million and 2.5 million shares of common stock were purchased in each of the two six-month offering periods under the ESPP at a purchase price of $9.57 and $10.31 per share, respectively, resulting in aggregate cash proceeds of $47 million. As of December 29, 2018, the Company had $9 million of total unrecognized compensation expense related to the ESPP that will be recognized over the weighted-average period of 0.36 years.

NOTE 17: Retirement Benefit Plans

The Company provides retirement benefit plans in the United States and certain foreign countries. The Company has a 401(k) retirement plan that allows participating employees in the United States to contribute as defined by the plan and subject to Internal Revenue Service limitations. The Company matches 75% of employees' contributions up to 6% of their compensation. The Company’s contributions to the 401(k) plan for 2018, 2017 and 2016 were approximately $21 million, $18 million and $16 million, respectively.

NOTE 18: Commitments and Guarantees

Operating Leases

The Company leases certain of its facilities and in some jurisdictions the Company leases the land on which these facilities are built under non-cancellable lease agreements that expire at various dates through 2028. The Company also leases certain manufacturing and office equipment for terms ranging from one to five years.

As of December 29, 2018, the Company’s future non-cancellable operating lease commitments were as follows:

Year	Operating leases
	(In millions)
2019	$	54
2020	48
2021	43
2022	40
2023	35
2024 and thereafter	102
Total non-cancellable operating lease commitments	$	322

Rent expense for 2018, 2017 and 2016 was $53 million, $44 million and $39 million, respectively.

During the second quarter of 2018, the Company entered into a 10-year operating lease to occupy approximately 270,000 square feet of office space in China. Base rent payments commenced in October 2018. As of December 29, 2018, the total estimated base rent payments over the life of the lease were approximately $68 million. In addition to the base rent payments, the Company is obligated to pay certain customary amounts for its share of operating expenses and tax obligations. The Company will also incur costs for capital projects for the new office space.

The Company leases 220,000 square feet of office space in Santa Clara for 10 years. The base rent obligation commenced in August 2017. As of December 29, 2018, the total estimate of future base rent payments over the life of the lease was approximately $94 million. In addition to the base rent payments, the Company will be obligated to pay certain customary amounts for its share of operating expenses and tax obligation. The Company has the option to extend the term of the lease for two additional five-year periods.

Certain other operating leases contain provisions for escalating lease payments subject to changes in the consumer price index.

Purchase and Other Contractual Obligations

The Company’s purchase obligations primarily include the Company’s obligations to purchase wafers and substrates from third parties. As of December 29, 2018, total non-cancellable purchase obligations excluding the Company’s wafer purchase commitments to GF under the WSA were $337 million.

The Company also had other contractual obligations, primarily included in Other long-term liabilities and Accrued liabilities on its consolidated balance sheet, which primarily consisted of $161 million of payments due under certain software and technology licenses and IP licenses that will be paid through 2022.

Future unconditional purchase obligations as of December 29, 2018 were as follows:

Year	Unconditional purchase obligations
	(In millions)
2019	$	335
2020	70
2021	54
2022	37
2023	2
2024 and thereafter	—
Total unconditional purchase commitments	$	498

Obligations to GF

As of December 29, 2018, the Company's minimum purchase obligations for wafer purchases for the years 2019 through 2021 are approximately $2.4 billion.

Warranties and Indemnities

Changes in the Company’s estimated liability for product warranty during the years ended December 29, 2018 and December 30, 2017 are as follows:

	December 29, 2018				December 30, 2017
	(In millions)
Beginning balance	$	12			$	12
New warranties issued during the period	27				25
Settlements during the period	(28		)		(21		)
Changes in liability for pre-existing warranties during the period, including expirations	2				(4		)
Ending balance	$	13			$	12

In addition to product warranties, the Company from time to time in its normal course of business indemnifies other parties with whom it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company, with respect to certain matters. In these limited matters, the Company has agreed to hold certain third parties harmless against specific types of claims or losses such as those arising from a breach of representations or covenants, third-party claims that the Company’s products when used for their intended purpose(s) and under specific conditions infringe the intellectual property rights of a third party, or other specified claims made against the indemnified party. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material.

NOTE 19: Contingencies

Shareholder Derivative Lawsuits (Wessels, Hamilton and Ha)

On March 20, 2014, a purported shareholder derivative lawsuit captioned Wessels v. Read, et al., Case No. 1:14 cv-262486 (Wessels) was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the Santa Clara County Superior Court of the State of California. The complaint purports to assert claims against the Company and certain individual directors and officers for breach of fiduciary duty, waste of corporate assets and unjust enrichment. The complaint seeks damages allegedly caused by alleged materially misleading statements and/or material omissions by the Company and the individual directors and officers regarding its 32nm technology and “Llano” product, which statements and omissions, the plaintiffs claim, allegedly operated to artificially inflate the price paid for the Company's common stock during the period. On April 27, 2015, a similar purported shareholder derivative lawsuit captioned Christopher Hamilton and David Hamilton v. Barnes, et al., Case No. 5:15-cv-01890 (Hamilton) was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the United States District Court for the Northern District of California.

On September 29, 2015, a similar purported shareholder derivative lawsuit captioned Jake Ha v Caldwell, et al., Case No. 3:15-cv-04485 (Ha) was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the United States District Court for the Northern District of California. The lawsuit also seeks a court order voiding the stockholder vote on the Company's 2015 proxy. The case was transferred to the judge handling the Hamilton Lawsuit and is now Case No. 4:15-cv-04485. The Wessels, Hamilton and Ha shareholder derivative lawsuits were stayed pending resolution of a class action lawsuit captioned Hatamian v. AMD, et al., C.A. No. 3:14-cv-00226 filed against the Company in the United States District Court for the Northern District of California (the Hatamian Lawsuit). The Hatamian Lawsuit asserted claims against the Company and certain of its officers for alleged violations of Section 10(b) of the Exchange Act of 1934, as amended (the Exchange Act), and SEC Rule 10b-5 concerning certain statements regarding its 32nm technology and “Llano” products. On October 9, 2017, the parties signed a definitive settlement agreement resolving the Hatamian Lawsuit and submitted it to the Court for approval. Under the terms of this agreement, the settlement was funded entirely by certain of the Company's insurance carriers and the defendants continued to deny any liability or wrongdoing. On March 2, 2018, the court approved the settlement and entered a final judgment in the Hatamian Lawsuit.

On January 30, 2018, the Wessels and Hamilton plaintiffs amended their complaints. On February 2, 2018, the Ha plaintiff also filed an amended complaint. On February 22, 2018, the Company filed motions to dismiss the Hamilton and Ha plaintiffs’ amended complaints. On April 2, 2018, the Company filed a demurrer seeking to dismiss the Wessels amended complaint. On July 23, 2018, the Santa Clara Superior Court sustained the Company's demurrer in the Wessels case, dismissing all claims in that matter with prejudice. The Wessels plaintiff filed a Notice of Appeal on September 27, 2018. On October 4, 2018, the Federal Court issued an order dismissing the Hamilton and Ha amended complaints. The Hamilton plaintiffs filed a Notice of Appeal on October 8, 2018, and the Ha plaintiffs filed a Notice of Appeal on October 15, 2018.

The Wessels, Hamilton, and Ha appeals are currently pending; the plaintiffs have not yet filed their opening briefs in any of the three matters. On November 19, 2018, the Hamilton and Ha plaintiffs filed a motion seeking summary reversal of the order dismissing their claims. The Company opposed this motion on December 13, 2018, and it remains pending.

Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

Kim Securities Litigation

On January 16, 2018, a putative class action lawsuit captioned Kim et al. v. AMD, et al., Case No. 3:18-cv-00321 was filed against the Company in the United States District Court for the Northern District of California. The complaint purports to assert claims against the Company and certain individual officers for alleged violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 of the Exchange Act. The plaintiff seeks to represent a proposed class of all persons who purchased or otherwise acquired the Company's common stock during the period February 21, 2017 through January 11, 2018. The complaint seeks damages allegedly caused by alleged materially misleading statements and/or material omissions by the Company and the individual officers regarding a security vulnerability (Spectre), which statements and omissions, the plaintiff claims, allegedly caused the Company's common stock price to be artificially inflated during the purported class period. The complaint seeks unspecified compensatory damages, attorneys’ fees and costs. On August 3, 2018, plaintiffs filed an amended complaint with similar allegations and shortening the class period to June 29, 2017 through January 11, 2018. The Company filed a motion to dismiss plaintiffs’ claims on September 25, 2018, and plaintiffs filed an opposition to the Company's motion to dismiss on November 14, 2018.

Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

Hauck et al. Litigation

Since January 19, 2018, three putative class action complaints have been filed against the Company in the United States District Court for the Northern District of California: (1) Diana Hauck et al. v. AMD, Inc., Case No. 5:18-cv-0047, filed on January 19, 2018; (2) Brian Speck et al. v. AMD, Inc., Case No. 5:18-cv-0744, filed on February 4, 2018; and (3) Nathan Barnes and Jonathan Caskey-Medina, et al. v. AMD, Inc., Case No. 5:18-cv-00883, filed on February 9, 2018. On April 9, 2018, the court consolidated these cases and ordered that Diana Hauck et al. v. AMD, Inc. serve as the lead case. On June 13, 2018, six plaintiffs (from California, Louisiana, Florida, and Massachusetts) filed a consolidated amended complaint alleging that the Company failed to disclose its processors’ alleged vulnerability to Spectre. Plaintiffs further allege that the Company's processors cannot perform at their advertised processing speeds without exposing consumers to Spectre, and that any “patches” to remedy this security vulnerability will result in degradation of processor performance. The plaintiffs seek damages under several causes of action on behalf of a nationwide class and four state subclasses (California, Florida, Massachusetts, Louisiana) of consumers who purchased the Company's processors and/or devices containing AMD processors. The plaintiffs also seek attorneys’ fees, equitable relief, and restitution. Pursuant to the court’s order directing the parties to litigate only eight of the causes of action in the consolidated amended complaint initially, the Company filed a motion to dismiss on July 13, 2018. On October 29, 2018, after the plaintiffs voluntarily dismissed one of their claims, the court granted the Company's motion and dismissed six causes of action with leave to amend. The plaintiffs filed their amended consolidated complaint on December 6, 2018. On January 3, 2019, the Company again moved to dismiss the subset of claims currently at issue.

Based upon information presently known to management, The Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

Quarterhill Inc. Litigation

On July 2, 2018, three entities named Aquila Innovations, Inc. (Aquila), Collabo Innovations, Inc. (Collabo), and Polaris Innovations, Ltd. (Polaris), filed separate patent infringement complaints against the Company in the United States District Court for the Western District of Texas. Aquila alleges that the Company infringes two patents (6,239,614 and 6,895,519) relating to power management; Collabo alleges that the Company infringes one patent (7,930,575) related to power management; and Polaris alleges that the Company infringes two patents (6,728,144 and 8,117,526) relating to control or use of dynamic random-access memory, or DRAM. Each of the three complaints seeks unspecified monetary damages, interest, fees, expenses, and costs against the Company; Aquila and Collabo also seek enhanced damages. Aquila, Collabo, and Polaris each appear to be related to a patent assertion entity named Quarterhill Inc. (formerly WiLAN Inc.). On November 16, 2018, AMD filed answers in the Collabo and Aquila cases and filed a motion to dismiss in the Polaris case. On January 25, 2019, the Company filed amended answers and counterclaims in the Collabo and Aquila cases.

Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

Zeng Shareholder Derivative Lawsuit

On March 8, 2018, a purported shareholder derivative lawsuit captioned Zeng v. Su, et al., Case No. 18CIV01192 was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the San Mateo County Superior Court of the State of California. The complaint purports to assert claims against the Company and certain individual directors and officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets. The complaint seeks damages allegedly caused by alleged materially misleading statements and/or material omissions by the Company and the individual directors and officers regarding Spectre, which statements and omissions, the plaintiffs claim, allegedly operated to artificially inflate the price paid for the Company's common stock during the period. On April 26, 2018, the lawsuit was transferred to Santa Clara County and assigned a new case number, 18CV327692. On August 14, 2018, the Court stayed this lawsuit pending a decision on the motion to dismiss in Kim et al. v. AMD, et al., Case No. 3:18-cv-00321 filed against the Company in the United States District Court for the Northern District of California.

Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

In re Advanced Micro Devices, Inc. Shareholder Derivative Litigation

Two purported shareholder derivative lawsuits were filed against the Company (as a nominal defendant only) and certain of its directors and officers in the United States District Court, Northern District of California: (1) Jacqueline Dolby, derivatively on behalf of AMD, Inc. v. Su et al., Case No. 5:18-cv-03575, filed on June 14, 2018; and (2) Gusinsky Trust, derivatively on behalf of AMD, Inc. v. Su et al., Case No. 5:18-cv-03811, filed on June 26, 2018. The complaints purport to assert claims against the Company and certain individual directors and officers for violation of Section 14(a) of the Exchange Act and SEC Rule 14a-9,

breach of fiduciary duty, waste of corporate assets, and unjust enrichment. The complaints seek damages purportedly caused by alleged materially misleading statements and/or material omissions by the Company and the individual directors and officers regarding Spectre. The plaintiffs allege that these statements and omissions operated to artificially inflate the price paid for the Company's common stock during the period. On July 12, 2018, the court consolidated the Dolby and Gusinsky Trust shareholder derivative lawsuits under the caption In re Advanced Micro Devices, Inc. Shareholder Derivative Litigation. On August 10, 2018, the Court stayed this lawsuit pending a decision on the motion to dismiss in Kim et al. v. AMD, et al., Case No. 3:18-cv-00321 filed against the Company in the United States District Court for the Northern District of California.

Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

Dickey Litigation

On October 26, 2015, a putative class action complaint captioned Dickey et al. v. AMD, No. 15-cv-04922 was filed against the Company in the United States District Court for the Northern District of California. Plaintiffs allege that the Company misled consumers by using the term “eight cores” in connection with the marketing of certain AMD FX CPUs that are based on the Company’s “Bulldozer” core architecture. The plaintiffs allege these products cannot perform eight calculations simultaneously, without restriction. The plaintiffs seek to obtain damages under several causes of action for a nationwide class of consumers who allegedly were deceived into purchasing certain Bulldozer-based CPUs that were marketed as containing eight cores. The plaintiffs also seek attorneys’ fees. On December 21, 2015, the Company filed a motion to dismiss the complaint, which was granted on April 7, 2016. The plaintiffs then filed an amended complaint with a narrowed putative class definition, which the Court dismissed upon the Company’s motion on October 31, 2016. The plaintiffs subsequently filed a second amended complaint, and the Company filed a motion to dismiss the second amended complaint. On June 14, 2017, the Court issued an order granting in part and denying in part the Company’s motion to dismiss, and allowing the plaintiffs to move forward with a portion of their complaint. On March 27, 2018, plaintiffs filed their motion for class certification. On January 17, 2019, the Court granted plaintiffs’ motion for class certification. The class definition does not encompass the Company’s RyzenTM or EPYCTM processors. On January 31, 2019, the Company filed a petition in the Ninth Circuit Court of Appeals, seeking review of certain aspects of the January 17, 2019 class certification order.

Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.

Environmental Matters

The Company is named as a responsible party on Superfund clean-up orders for three sites in Sunnyvale, California that are on the National Priorities List. Since 1981, the Company has discovered hazardous material releases to the groundwater from former underground tanks and proceeded to investigate and conduct remediation at these three sites. The chemicals released into the groundwater were commonly used in the semiconductor industry in the United States in the wafer fabrication process prior to 1979.

In 1991, the Company received Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board relating to the three sites. The Company has entered into settlement agreements with other responsible parties on two of the orders. During the term of such agreements, other parties have agreed to assume most of the foreseeable costs as well as the primary role in conducting remediation activities under the orders. The Company remains responsible for additional costs beyond the scope of the agreements as well as all remaining costs in the event that the other parties do not fulfill their obligations under the settlement agreements.

To address anticipated future remediation costs under the orders, the Company has computed and recorded an estimated environmental liability of approximately $3 million and has not recorded any potential insurance recoveries in determining the estimated costs of the cleanup. The progress of future remediation efforts cannot be predicted with certainty and these costs may change. The Company believes that any amount in addition to what has already been accrued would not be material.

Other Legal Matters

The Company is a defendant or plaintiff in various actions that arose in the normal course of business. With respect to these matters, based on the management’s current knowledge, the Company believes that the amount or range of reasonably possible loss, if any, will not, either individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Advanced Micro Devices, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Advanced Micro Devices, Inc. (the Company) as of December 29, 2018 and December 30, 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 29, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2018 and December 30, 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 29, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 8, 2019 expressed an unqualified opinion thereon.

Adoption of New Accounting Standard

As discussed in Note 2 to the consolidated financial statements, the Company changed its method for recognizing revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments effective December 31, 2017 under the full retrospective method.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1970.

San Jose, California

February 8, 2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Advanced Micro Devices, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Advanced Micro Devices, Inc.’s internal control over financial reporting as of December 29, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Advanced Micro Devices, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 29, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 29, 2018 and December 30, 2017 , the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 29, 2018, and the related notes and our report dated February 8, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

February 8, 2019

Supplementary Financial Information (unaudited) (1)

The Company uses a 52 or 53 week fiscal year ending on the last Saturday in December. All quarters of 2018 and 2017 consisted of 13 weeks.

	(In millions, except per share amounts)
	2018																2017
	Dec. 29				Sep. 29				June 30				Mar. 31				Dec. 30				Sep. 30				July 1				April 1
Net revenue	$	1,419			$	1,653			$	1,756			$	1,647			$	1,340			$	1,584			$	1,151			$	1,178
Cost of sales	882				992				1,104				1,050				888				1,013				765				800
Gross margin	537				661				652				597				452				571				386				378
Research and development	371				363				357				343				320				320				285				271
Marketing, general and administrative	138				148				142				134				134				132				127				123
Licensing gain	—				—				—				—				—				—				(25		)		(27		)
Operating income (loss)	28				150				153				120				(2		)		119				(1		)		11
Interest expense	(29		)		(30		)		(31		)		(31		)		(31		)		(31		)		(32		)		(32		)
Other income (expense), net	4				(6		)		1				1				2				(3		)		(3		)		(5		)
Income (loss) before income taxes	3				114				123				90				(31		)		85				(36		)		(26		)
Provision (benefit) for income taxes	(35		)		12				6				8				(12		)		22				3				5
Equity loss in investee	—				—				(1		)		(1		)		—				(2		)		(3		)		(2		)
Net income (loss)	38				102				116				81				(19		)		61				(42		)		(33		)
Earnings (loss) per share
Basic	$	0.04			$	0.10			$	0.12			$	0.08			$	(0.02	)		$	0.06			$	(0.04	)		$	(0.04	)
Diluted	$	0.04			$	0.09			$	0.11			$	0.08			$	(0.02	)		$	0.06			$	(0.04	)		$	(0.04	)
Shares used in per share calculation
Basic	1,002				987				972				968				965				957				945				939
Diluted	1,079				1,076				1,147				1,039				965				1,042				945				939

(1)	Prior year amounts adjusted to reflect the retrospective application of ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2 Summary of Significant Accounting Policies.