Advanced Micro Devices (AMD) 10-K risk factor changes: FY2021 vs FY2020

- Our [removed: receipt of] revenue from our semi-custom SoC products is dependent upon our semi-custom SoC products being incorporated into [removed: customer’s] [added: customers’] products and the success of those products.

- Our reliance on third-party distributors and [removed: AIB] [added: add-in-board (AIB)] partners subjects us to certain risks.

- Government actions and regulations such as export administration regulations, tariffs, and trade protection [removed: measures,] [added: measures] may limit our ability to export our products to certain customers.

- If we cannot realize our deferred tax assets, our results of operations [removed: would] [added: could] be adversely [removed: affected][added: affected.]

- Our business is subject to potential tax [removed: liabilities.][added: liabilities, including as a result of tax regulation changes.]

- Acquisitions, joint ventures and/or investments, including our [removed: recently] [added: previously] announced acquisition of Xilinx, and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock.

- Our ability to complete the [added: Xilinx] Merger is subject to closing conditions, including [removed: approval by our and Xilinx’s stockholders and] the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the [added: Xilinx] Merger not to be completed.

- Whether or not it is completed, the announcement and pendency of the [added: Xilinx] Merger could cause disruptions in our business, which could have an adverse effect on our business and financial results.

- We may not be able to generate sufficient cash to [removed: service our debt obligations or] meet our working capital requirements.

[removed: - If] [added: Also, if] we cannot generate sufficient revenue and operating cash [removed: flow or obtain external financing,] [added: flow,] we may face a cash shortfall and be unable to make all of our planned investments in research and development or other strategic investments.

Intel Corporation [added: (Intel)] has been the market share leader for microprocessors for many years.

These aggressive activities have in the past resulted in lower unit sales and a lower average selling price for many of our products and adversely [removed: affect] [added: affected] our margins and profitability.

Intel could also take actions that place our discrete graphics processing units (GPUs) at a competitive disadvantage, including giving one or more of our competitors in the graphics market, such as [removed: Nvidia] [added: NVIDIA] Corporation, preferential access to its proprietary graphics interface or other useful [removed: information.][added: information or restricting access to external companies.]

Also, Intel has [removed: announced that it is developing] [added: developed] their own high-end discrete [removed: GPUs.][added: GPUs and has announced that they have developed gaming-focused discrete graphics that will be released in 2022.]

Intel’s position in the microprocessor [removed: market and integrated graphics chipset] market, its introduction of competitive new products, its existing relationships with top-tier OEMs, and its aggressive marketing and pricing strategies could result in lower unit sales and lower average selling prices for our products, which could have a material adverse effect on us.

Uncertainty in the worldwide economic environment [added: or other unfavorable changes in economic conditions, such as inflation, interest rates or recession,] may negatively impact consumer confidence and spending causing our customers to postpone purchases.

The risk related to our [removed: customers’] [added: customers] potentially defaulting on or delaying payments to us is increased because we expect that a small number of customers will continue to account for a substantial part of our revenue.

[added: In addition, uncertain economic conditions may] make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities.

The COVID-19 pandemic has caused government authorities to implement numerous public health measures, including [added: vaccination and testing requirements and recordkeeping,] quarantines, business closures, travel bans, and restrictions related to social gathering and mobility, to contain the virus.

While many of our offices around the world remain open, either because the pandemic has been contained in that location or to enable critical on-site business functions in compliance with government guidelines, [removed: most] [added: we continue to have many] of our employees [removed: continue to] work from home until further notice.

If our employees are not able to perform their job duties due to self-isolation, quarantine, [added: unavailability of COVID-19 tests,] travel restrictions or illness, [added: a reluctance] or [added: refusal to vaccinate, or] are unable to perform them as efficiently at home for an extended period of time, we may not be able to meet our product schedules, roadmaps and customer commitments and we may experience an overall lower productivity of our workforce.

We have experienced some disruptions to parts of our supply chain as [removed: the] [added: a] result of [removed: COVID-19.][added: COVID-19 and we adjust our supply chain requirements based on changing customer needs and demands.]

If the supply of our products to customers is delayed, reduced or canceled due to disruptions encountered by our third-party [removed: manufacturing,] [added: manufacturers, back-end manufacturers, warehouses, partners,] suppliers or vendors as a result of facility closures, border and port [added: restrictions or] closures, [removed: and] [added: transportation delays, labor shortages or workforce] mobility [removed: limitations put on their workforces,] [added: limitations,] it could have a material adverse effect on our business.

COVID-19 has in the short-term and may in the long-term adversely impact the global economy, [added: creating uncertainty and] potentially leading to an economic downturn.

While we believe our cash, cash equivalents and short-term investments along with our Revolving Credit Facility [added: and cash flows from operations] will be sufficient to fund operations, including capital [removed: expenditures,] [added: expenditures and purchase commitments,] over the next 12 [removed: months,] [added: months and beyond,] to the extent we may require additional funding to finance our operations and capital expenditures and such funding may not be available to us as a result of contracting capital and financial markets resulting from COVID-19, it may have an adverse effect on our business.

The extent to which COVID-19 impacts our business and financial results will depend on future developments, which are unpredictable and highly uncertain, including the continued spread, duration and severity of the outbreak, the [added: appearances of new variants of COVID-19, the] breadth and duration of business disruptions related to COVID-19, the availability and distribution of effective [added: treatments and] vaccines, and public health measures and actions taken throughout the world to contain COVID-19.

[added: We believe that the main factors that determine our] product competitiveness are timely product introductions, product quality, product features and capabilities (including enabling state-of-the-art visual and virtual reality experiences), energy efficiency (including power consumption and battery life), reliability, processor clock speed, performance, size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, security and stability, brand recognition and availability.

The success of our semi-custom SoC products is dependent on securing customers for our semi-custom design pipeline and consumer market conditions, including the success of the Sony [removed: PlayStation®4, Sony PlayStation®4 Pro,] [added: PlayStation®5,] Microsoft® [removed: Xbox One™] [added: Xbox™ Series] S and Microsoft® [removed: Xbox One™] [added: Xbox™ Series] X game console systems and next generation consoles for Sony and Microsoft, worldwide.

For example, [removed: China and] South Korea [removed: have] [added: has] instituted restrictions on cryptocurrency trading and the valuations of the [removed: currencies,] [added: currencies] and [added: China has banned such activities, and] corresponding interest in mining of such currencies are subject to significant fluctuations.

Alternatively, countries [added: have created and] may [removed: create, or in the case of China are creating,] [added: continue to create] their own cryptocurrencies or equivalents that could also impact interest in mining.

Any patent licensed by us or issued to us could be challenged, [removed: invalidated] [added: invalidated, expire,] or circumvented or rights granted [removed: there under] [added: thereunder] may not provide a competitive advantage to us.

Also, due to measures to slow down the [removed: outbreak] [added: spread] of COVID-19, various patent offices and courts have been adversely impacted and there is a potential for delay or disruptions that might affect certain of our patent rights.

We [removed: rely on] [added: utilize] third-party wafer foundries to fabricate the silicon wafers for all of our products.

[removed: For the production of wafers] [added: We rely on Taiwan Semiconductor Manufacturing Company Limited (TSMC)] for [removed: certain products, including] the production of all [removed: our] [added: wafers for products at] 7 nanometer (nm) [removed: products,] [added: or smaller nodes, and] we [removed: use Taiwan Semiconductor Manufacturing Company Limited (TSMC).][added: rely primarily on GLOBALFOUNDRIES Inc. (GF) for wafers for products manufactured at process nodes larger than 7 nm.]

For example, if TSMC is not able to manufacture wafers for our [added: products at] 7 nm [removed: products] [added: or smaller nodes] in sufficient quantities to meet customer demand, it could have a material adverse effect on our business.

They could choose to prioritize capacity for other customers, increase the prices that they charge us on short [removed: notice] [added: notice, require prepayments,] or reduce or eliminate deliveries to us, which could have a material adverse effect on our business.

Other risks associated with our dependence on third-party manufacturers include limited control over delivery [removed: schedules and] [added: schedules,] quality [removed: assurance,] [added: assurance and price increases,] lack of capacity in periods of excess demand, misappropriation of our intellectual property, dependence on several subcontractors, and limited ability to manage inventory and parts.

We are a party to a wafer supply agreement (WSA) with GF that governs the terms by which we purchase products manufactured by [removed: GF] [added: GF,] and [added: this agreement] is in place [removed: until 2024.][added: through 2025.]

If we [removed: fail to] [added: do not] meet the [removed: agreed] [added: annual] wafer purchase target [removed: during a calendar year,] [added: for any of these years,] we will be required to pay to GF a portion of the difference between [removed: our] [added: the] actual wafer purchases and the [removed: applicable annual] [added: wafer] purchase [removed: target.][added: target for that year.]

We are party to two ATMP joint ventures (collectively, the ATMP JVs) with [added: affiliates of] Tongfu Microelectronics Co., Ltd. The majority of our ATMP services are provided by the ATMP JVs and there is no guarantee that the ATMP JVs will be able to fulfill our long-term ATMP requirements.

Various state and federal rules are issued and updated on an ongoing basis, at times in conflict and/or with minimal notice.

COVID-19 continues to impact the global supply chain causing disruptions to service providers, logistics and the flow and availability of supplies and products.

We have taken efforts to maintain a stable supply of materials to meet our production requirements through long-term purchase commitments and prepayment arrangements with some of our suppliers.

If we are unable to procure a stable supply of equipment, materials or substrates at a reasonable cost, it could have a material adverse effect on our business.

We may also assess our product schedules and roadmaps to make any adjustments that may be necessary to support remote working requirements and address the geographic and market demand shifts caused by COVID-19.

Even in times of robust demand for our products, as we are currently experiencing across our business, the worldwide economic environment remains uncertain due to COVID-19 and such demand may not be sustainable over the longer term.

We also face competition from companies that use competing computing architectures and platforms like the ARM architecture.

Increased adoption of ARM-based semiconductor designs could lead to further growth and development of the ARM ecosystem.

In May 2021, we entered into an amendment to the WSA, and in December 2021, we further amended these terms (the “Amendment”).

Under the Amendment, GF will provide a minimum annual capacity allocation to us for years 2022 through 2025 and AMD has corresponding annual wafer purchase targets.

AMD and GF also have agreed to wafer pricing through 2025, and AMD is obligated to pre-pay GF certain amounts for those wafers in 2022 and 2023.

The Amendment no longer includes any exclusivity commitments and provides us with full flexibility to contract with any wafer foundry with respect to all products manufactured at any technology node.

If GF fails to meet its minimum annual capacity allocation obligations, we could experience significant delays in the shipment of our products, which could have a material adverse effect on our business.

We have long-term purchase commitments and prepayment arrangements with some of our vendors.

If the delivery of such supply is delayed or does not occur for any reason, it could materially impact our ability to procure and process the required volume of supply to meet customer demand.

Conversely, a decrease in customer demand could result in excess inventory and an increase in our production costs, particularly since we have prepayment arrangements with certain vendors.

We may depend on vendors to create mitigations to their technology that we incorporate into our products and they may delay or decline to make such mitigations.

We have and may in the future be subject to claims and litigation related to security vulnerabilities.

The White House, SEC and other regulators have also increased their focus on companies’ cybersecurity vulnerabilities and risks.

The increased prevalence of work-from-home arrangements at AMD and our providers has presented additional operational and cybersecurity risks to our IT systems as well as those of our customers, business partners, and third-party partners.

Cyber threats may come into our network through malicious code that is added to widely available open-source software.

It also may not be possible to determine the root cause of such incidents.

In addition, many governments have enacted laws around personally identifiable information, such as the European Union’s General Data Protection Regulation and the California Consumer Privacy Act, and failure to comply could result in sanctions or other actions by the governments.

For instance, we have experienced and continue to experience increased demand for our products.

To the extent we fail to forecast demand and product mix accurately or are unable to increase production or secure sufficient capacity and there is a mismatch between supply and demand for our products, it could limit our ability to meet customer demand and have a material adverse effect on our business.

Our customers may also experience a shortage of, or delay in receiving, certain components to build their products, which in turn may affect the demand for or the timing of our products.

For instance, our OEMs have and continue to experience industry-wide challenges securing matched component sets to build their products.

We could also be held liable for any and all consequences arising out of exposure to hazardous materials used, stored, released, disposed of by us or located at, under or emanating from our former facilities or other environmental or natural resource damage.

While we have budgeted for foreseeable associated expenditures, we cannot assure you that future environmental legal requirements will not become more stringent or costly in the future.

Therefore, we cannot assure you that our costs of complying with current and future environmental and health and safety laws, and our liabilities arising from past and future releases of, or exposure to, hazardous substances will not have a material adverse effect on us.

Customers are increasingly seeking information about the source of minerals used in our supply chain beyond those addressed in laws and regulations.

Customers, governments and authorities are increasingly focused on the risk of forced labor in supply chains that may increase the cost of our compliance program.

Also, if a settlement or other resolution is not reached in any legal proceedings that may be instituted against us, our directors, Xilinx or its directors relating to the transactions contemplated by the Merger Agreement, and the plaintiffs in such proceedings secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our and/or Xilinx’s ability to complete the Merger on the terms contemplated by the Merger Agreement, then such injunctive or other relief may prevent the Merger from becoming effective in a timely manner, or at all.

Also, we have operations and employees in regions that have experienced prolonged heat waves and freezing in Texas and wildfires in California.

Extreme weather events can also disrupt the ability of our suppliers to deliver expected manufacturing parts and/or services for periods of time.

In addition, many governments have enacted laws around personally identifiable information, such as the European Union’s general Data Protection Regulation and the California Consumer Privacy Act, and the failure to comply could result in sanctions or other actions by the governments.

In May 2021, we announced that our Board of Directors approved a new stock repurchase program to purchase up to $4 billion of our outstanding common stock in the open market.

This repurchase program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time.

Our stock repurchases could affect the trading price of our stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may result in a decrease in our stock price.

- In the event of a change of control, we may not be able to repurchase our outstanding debt as required by the applicable indentures and our Revolving Credit Facility, which would result in a default under the indentures and our Revolving Credit Facility.

In addition, uncertain economic conditions may

We continue to monitor demand signals as we adjust our supply chain requirements based on changing customer needs and demands.

For example, we experienced some softness in PC-related sales in China, one of the largest global markets for desktop and notebook PCs, during the first quarter of 2020.

Also, we experienced some delays in payments from customers due to COVID-19 during the first half of 2020.

We believe that the main factors that determine our

We purchase wafers for all our CPU and APU products, and wafers for a certain portion of our GPU products manufactured at process nodes larger than 7 nm, with limited exceptions, from GLOBALFOUNDRIES, Inc. (GF).

Pursuant to the WSA, we are required to purchase wafers for all of our CPU and APU product requirements and wafers for a certain portion of our GPU product requirements from GF manufactured at process nodes larger than 7 nm, with limited exceptions.

We have agreed to minimum annual wafer purchase targets through 2021.

We could experience significant delays

in the shipment of our products if we are required to find alternative third-party manufacturers, which could have a material adverse effect on our business.

new product designs and improvements that provide value to our customers.

We also are subject to claims and litigation related to Spectre side-

channel exploits and may face additional claims or litigation for future vulnerabilities.

If any significant distributor or AIB partner or a substantial number of our distributors or AIB partners

intangible property, and could adversely affect our relationships with our customers.

In the fourth quarter of 2020, we reduced the valuation allowance against a significant portion of our deferred tax assets resulting in $1.4 billion of deferred tax assets on our balance sheet.

The United States federal government has issued new policies for federal procurement focused on eradicating the practice of forced labor and human trafficking.

If we cannot successfully integrate our

relationships; and the attention of management may be directed toward the completion of the Merger.

assets, including goodwill, may adversely impact the combined company’s financial position and results of operations.

If the note holders or the trustee under the indentures governing our 7.50% Notes or 2.125% Notes or the

The conversion of the 2.125% Notes may dilute the ownership interest of our existing stockholders, or may otherwise depress the price of our common stock.

The conversion of some or all of the 2.125% Notes may dilute the ownership interests of our existing stockholders.

The 2.125% Notes will mature on September 1, 2026, unless earlier redeemed or repurchased by us or converted.

During the fourth calendar quarter of 2020, the sale price of our common stock for conversion was satisfied as of December 31, 2020 and as a result, the 2.125% Notes are eligible for conversion during the first calendar quarter of 2021.

Any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

In addition, the existence of the 2.125% Notes may encourage short selling by market participants because the conversion thereof could be used to satisfy short positions, or the anticipated conversion of the 2.125% Notes into cash and/or shares of our common stock could depress the price of our common stock.

We cannot assure you that we will be able to refinance our debt, sell assets or equity, borrow funds under our Revolving Credit Facility or borrow more funds on terms acceptable to us, if at all.

In the event of a change of control, we may not be able to repurchase our outstanding debt as required by the applicable indentures and our Revolving Credit Facility, which would result in a default under the indentures and our Revolving Credit Facility.

Upon a change of control, we will be required to offer to repurchase all of our 7.50% Notes and 2.125% Notes then outstanding at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.

In addition, a change of control would be an event of default under our Revolving Credit Facility.

As of December 26, 2020, $338 million principal amount was outstanding, consisting of our Notes.

Future debt agreements may contain similar provisions.

We may not have the financial resources to repurchase our outstanding notes and prepay all of our outstanding obligations under our Revolving Credit Facility.

If new competitors, technological advances by existing competitors, or other competitive factors require

We regularly assess markets for external financing opportunities, including debt and equity financing.

Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms.

The health of the credit markets may adversely impact our ability to obtain financing when needed.

Any downgrades from credit rating agencies such as Moody’s or Standard & Poor’s may adversely impact our ability to obtain external financing or the terms of such financing.

The following discussion should be read in conjunction with the consolidated financial statements as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019] [added: 26, 2020] and for each of the three years in the period ended December [removed: 26, 2020] [added: 25, 2021] and related notes, which are included in this Annual Report on Form 10-K as well as with the other sections of this Annual Report on Form 10-K, [removed: including] “Part [removed: I, Item 1: Business,” “Part] II, Item [removed: 6: Selected Financial Data” and “Part II, Item] 8: Financial Statements and Supplementary Data.”

In this section, we will describe the general financial condition and the results of operations of Advanced Micro Devices, Inc. and its wholly-owned subsidiaries (collectively, “us,” “our” or “AMD”), including a discussion of our results of operations for [removed: 2020] [added: 2021] compared to [removed: 2019,] [added: 2020,] an analysis of changes in our financial condition and a discussion of our [removed: contractual obligations and] off-balance sheet arrangements.

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December [removed: 28, 2019.][added: 26, 2020.]

Net revenue for [removed: 2020] [added: 2021] was [removed: $9.8] [added: $16.4] billion, an increase of [removed: 45%] [added: 68%] compared to [removed: 2019] [added: 2020] net revenue of [removed: $6.7] [added: $9.8] billion.

Gross margin, as a percentage of net revenue for [removed: 2020,] [added: 2021,] was [removed: 45%,] [added: 48%,] compared to [removed: 43%] [added: 45%] in [removed: 2019.][added: 2020.]

Our operating income for [removed: 2020] [added: 2021] improved to [removed: $1.4] [added: $3.6] billion compared to operating income of [removed: $631 million] [added: $1.4 billion] for [removed: 2019.][added: 2020.]

Our net income for [removed: 2020] [added: 2021] improved to [removed: $2.5] [added: $3.2] billion compared to [removed: $341 million] [added: $2.5 billion] in the prior year.

Cash, cash equivalents and short-term investments as of December [removed: 26, 2020] [added: 25, 2021] were [removed: $2.3] [added: $3.6] billion, compared to [removed: $1.5] [added: $2.3] billion at the end of [removed: 2019.][added: 2020.]

The aggregate principal amount of total debt as of December [removed: 26, 2020] [added: 25, 2021] was [removed: $338] [added: $313] million, compared to [removed: $563] [added: $338] million as of December [removed: 28, 2019.][added: 26, 2020.]

[removed: While] [added: Although] the current COVID-19 pandemic continues to impact our business operations and practices, [removed: and] we [removed: expect that it may continue to impact our business, we] experienced limited [removed: financial disruption] [added: disruptions] during [removed: 2020.][added: 2021.]

[removed: We] [added: Through the end of 2021, we] continue to maintain a valuation allowance of approximately [removed: $1.6] [added: $1.7] billion for certain federal, state, and foreign tax attributes.

The federal valuation allowance maintained is due to [removed: current] limitations, [removed: including limitations] under Internal Revenue Code Section 382 or 383, separate return loss year rules, or dual consolidated loss rules.

[removed: The] [added: Certain] state and foreign valuation allowance maintained is due to lack of sufficient sources of [added: future taxable] income.

We report our financial performance based on the following two reportable segments: [removed: the] Computing and [removed: Graphics segment] [added: Graphics,] and [removed: the] Enterprise, Embedded and [removed: Semi-Custom segment.][added: Semi-Custom.]

The following table provides a summary of net revenue and operating income (loss) by segment for [removed: 2020, 2019] [added: 2021] and [removed: 2018.][added: 2020:]

| Computing and Graphics | | | $ | [removed: 6,432] [added: 9,332] | | | | | $ | [removed: 4,709] [added: 6,432] | | | | | [removed: $] | [removed: 4,125] | |

| Enterprise, Embedded and Semi-Custom | | | [removed: 3,331] [added: 7,102] | | | | | | [removed: 2,022] [added: 3,331] | | | | | | [removed: 2,350] | | |

| Total net revenue | | | $ | [removed: 9,763] [added: 16,434] | | | | | $ | [removed: 6,731] [added: 9,763] | | | | | [removed: $] | [removed: 6,475] | |

| Computing and Graphics | | | $ | [removed: 1,266] [added: 2,090] | | | | | $ | [removed: 577] [added: 1,266] | | | | | [removed: $] | [removed: 470] | |

| Enterprise, Embedded and Semi-Custom | | | [removed: 391] [added: 1,979] | | | | | | [removed: 263] [added: 391] | | | | | | [removed: 163] | | |

| All Other | | | [removed: (288)] [added: (421)] | | | | | | [removed: (209)] [added: (288)] | | | | | | [removed: (182)] | | |

| Total operating income | | | $ | [removed: 1,369] [added: 3,648] | | | | | $ | [removed: 631] [added: 1,369] | | | | | [removed: $] | [removed: 451] | |

Computing and Graphics net revenue of [removed: $6.4] [added: $9.3] billion in [removed: 2020] [added: 2021] increased by [removed: 37%,] [added: 45%,] compared to [removed: $4.7] [added: $6.4] billion in [removed: 2019,] [added: 2020,] primarily as a result of a [removed: 37% increase in unit shipments and a 2%] [added: 57%] increase in average selling [removed: price.][added: price, partially offset by an 8% decrease in unit shipments.]

Computing and Graphics operating income was [removed: $1.3] [added: $2.1] billion in [removed: 2020] [added: 2021] compared to [removed: $577 million] [added: $1.3 billion] in [removed: 2019.][added: 2020.]

The increase in operating income was primarily driven by [removed: the margin contribution from] higher [removed: sales] [added: revenue and improved margin in the segment] which more than offset higher operating expenses.

Enterprise, Embedded and Semi-Custom net revenue of [removed: $3.3] [added: $7.1] billion in [removed: 2020] [added: 2021] increased by [removed: 65%] [added: 113%] compared to net revenue of [removed: $2.0] [added: $3.3] billion in [removed: 2019,] [added: 2020,] primarily driven by higher sales of our [added: semi-custom products and] EPYC server [removed: processors and higher semi-custom revenue.][added: processors.]

Enterprise, Embedded and Semi-Custom operating income was [removed: $391 million] [added: $2.0 billion] in [removed: 2020] [added: 2021] compared to [removed: $263] [added: $391] million in [removed: 2019.][added: 2020.]

The increase in operating income was primarily due to the [added: higher revenue and improved] margin [removed: contribution from the increase] in [removed: revenue] [added: the segment] which more than offset higher operating [removed: expenses in 2020 and a $60 million licensing gain recorded in 2019.][added: expenses.]

All Other operating loss of [removed: $209] [added: $421] million in [removed: 2019] [added: 2021] included [removed: $197 million of] stock-based compensation expense [removed: and a $12] [added: of $379] million [removed: contingent loss accrual on a legal matter.][added: and acquisition-related costs of $42 million.]

Comparison of Gross Margin, Expenses, Licensing Gain, Interest Expense, Other [removed: Expense] [added: Income (Expense)] and Income Taxes

The following is a summary of certain consolidated statement of operations data for [removed: 2020, 2019] [added: 2021] and [removed: 2018:][added: 2020:]

| Net revenue | | | $ | [removed: 9,763] [added: 16,434] | | | | | $ | [removed: 6,731] [added: 9,763] | | | | | [removed: $] | [removed: 6,475] | |

| Cost of sales | | | [removed: 5,416] [added: 8,505] | | | | | | [removed: 3,863] [added: 5,416] | | | | | | [removed: 4,028] | | |

| Gross profit | | | [removed: 4,347] [added: 7,929] | | | | | | [removed: 2,868] [added: 4,347] | | | | | | [removed: 2,447] | | |

| Gross margin | | | [removed: 45] [added: 48] | | % | | | | [removed: 43] [added: 45] | | % | | | | [removed: 38] | | [removed: %] |

| Research and development | | | [removed: 1,983] [added: 2,845] | | | | | | [removed: 1,547] [added: 1,983] | | | | | | [removed: 1,434] | | |

| Marketing, general and administrative | | | [removed: 995] [added: 1,448] | | | | | | [removed: 750] [added: 995] | | | | | | [removed: 562] | | |

| Licensing gain | | | [removed: —] [added: (12)] | | | | | | [removed: (60)] [added: —] | | | | | | [removed: —] | | |

| Interest expense | | | [removed: (47)] [added: (34)] | | | | | | [removed: (94)] [added: (47)] | | | | | | [removed: (121)] | | |

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (47)] [added: 55] | | | | | | [removed: (165)] [added: (47)] | | | | | | [removed: —] | | |

Our leadership portfolio of high-performance products, robust customer demand, and consistent execution helped drive strong financial results in 2021.

We introduced a number of high-performance products in 2021.

We expanded the AMD Ryzen mobile processor family with the launch of the AMD Ryzen 5000 Series Mobile Processors with “Zen 3” core architecture designed for gamers, creators and professionals.

We also announced the AMD Ryzen PRO 5000 Series Mobile Processors powered with our “Zen 3” core architecture for business laptops.

AMD Ryzen PRO Series Mobile Processors are built to provide powerful computing experiences with security features for demanding business environments like remote working.

We also launched a number of graphics products during 2021, including the AMD Radeon RX 6700 XT graphics card built on 7 nm process technology and AMD RDNA 2 gaming architecture to deliver performance and power efficiency, as well as the AMD Radeon RX 6600 XT graphics card, designed to deliver high-frame rate, high-fidelity and highly responsive 1080p gaming experience.

For mobile graphics, we introduced the AMD Radeon RX 6000M Series Mobile Graphics designed for high-performance gaming laptops and we announced the AMD Advantage™ Design Framework to deliver best-in-class gaming experiences.

AMD Advantage systems combine AMD Radeon RX 6000M Series Mobile Graphics, AMD Radeon Software and AMD Ryzen 5000 Series Mobile Processors with AMD smart technologies.

We also introduced the AMD Instinct MI200 series accelerators based on the 2nd Gen AMD CDNA architecture, optimized for HPC and AI/ML (Artificial Intelligence/Machine Learning) workloads.

The MI200 series includes the MI250 Open Accelerator Module (OAM) form factor for purpose-built HPC/AI platforms and the MI210 PCIe form factor for mainstream server platforms.

We also introduced our AMD FidelityFX Super Resolution software for game developers to help deliver a high-quality, high-resolution gaming experience.

For professional graphics, we announced our AMD Radeon PRO W6000 series workstation graphics for professional users who have ultra-high resolution media projects, complex design and engineering simulations and advanced image and video editing applications.

We also introduced the AMD Radeon PRO W6000X series graphics for the Mac Pro, designed to power a wide variety of demanding professional applications and workloads.

For the server business, we introduced the next generation of AMD EPYC processors with the AMD EPYC 7003 Series CPUs for high-performance computing, cloud and enterprise customers.

The EPYC 7003 series processors have up to 64 Zen 3 cores per processor and per-core cache memory and also include security features through AMD Infinity Guard to help drive faster times to results and improve business outcomes.

We are taking safety measures to protect our employees who are in

the office and support those employees who work from home.

We are also monitoring our operations and public health measures implemented by governmental authorities in response to the pandemic.

COVID-19 also continues to impact the global supply chain, causing disruptions to service providers, logistics and the flow and availability of supplies and products.

Despite these challenges, we took action to maintain a stable supply of materials to meet our production requirements and delivered incremental supply throughout the year.

We also experienced strong customer demand in 2021 and made strategic investments through long-term purchase commitments and prepayment arrangements in our supply chain to secure additional capacity to support future revenue growth.

For example, we amended our Wafer Supply Agreement (WSA) with GLOBALFOUNDRIES Inc. (GF) in May 2021 (the A&R Seventh Amendment) and in December 2021 (the Amendment) to modify certain terms of the WSA applicable to wafer purchases at the 12 nm and 14 nm technology nodes from December 23, 2021 and continuing through December 31, 2025.

Under the Amendment, GF will provide a minimum annual capacity allocation to us for years 2022 through 2025 and we have corresponding annual wafer targets.

We also agreed to wafer pricing through 2025, and we are obligated to pre-pay GF certain amounts for those wafers in 2022 and 2023.

The Amendment does not affect any of the prior exclusivity commitments that were removed under the A&R Seventh Amendment.

We have full flexibility to contract with any wafer foundry with respect to all products manufactured at any technology node.

Due to our strong financial results and growing cash flow generation, in May 2021, our Board of Directors approved a stock repurchase program (Repurchase Program) to purchase up to $4 billion of our outstanding common stock in the open market.

During the twelve months ended December 25, 2021, we repurchased 16.7 million shares of our common stock under the Repurchase Program, for a total cash outlay of $1.8 billion.

As of December 25, 2021, $2.2 billion remained available for future stock repurchases under this program.

The Repurchase Program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time.

The completion of the transaction remains subject to certain closing conditions, including regulatory approval, and is currently expected to close in the first quarter of 2022.

Certain state and foreign valuation allowances are maintained due to a lack of sufficient sources of future taxable income.

| | | | December 25, 2021 | | | | | | December 26, 2020 | | | | | | | | |

The increase in average selling price was primarily driven by a richer mix of Ryzen, Radeon and AMD Instinct products.

The lower unit shipments were primarily driven by a strategic focus on premium and higher end products in a tight supply environment.

| | | | December 25, 2021 | | | | | | December 26, 2020 | | | | | | | | |

The increase in gross margin was primarily driven by a richer mix of EPYC, Radeon and Ryzen processor sales.

During 2021, we recognized $12 million of royalty income associated with the licensed IP to the THATIC JV, our two joint ventures with Higon Information Technology Co., Ltd., a third-party Chinese entity.

We did not recognize a licensing gain for the year ended December 26, 2020.

Other income, net was $55 million for the year ended December 25, 2021 compared to $47 million of Other expense, net for the year ended December 26, 2020.

OPERATIONS

During 2020, we continued to build on our technical, operational and financial foundation to drive our long-term growth strategy.

We delivered strong financial results and further extended our industry-leading product portfolio despite the backdrop of the COVID-19 pandemic.

We recognized a $1.3 billion income tax benefit upon the release of a portion of the valuation allowance on deferred tax assets.

We made significant progress towards improving our balance sheet in 2020.

During 2020, we consistently executed our product roadmap and launched multiple products in leading-edge manufacturing technologies.

We introduced a number of 7 nanometer (nm) products during the year, including new additions to our 3rd Gen AMD Ryzen™ desktop processor family, the AMD Ryzen 3 3100 and AMD Ryzen 3 3300X for the mainstream market, and the AMD Ryzen 9 3900XT, AMD Ryzen 7 3800XT and AMD Ryzen 5 3600XT processors for the enthusiast market.

In July 2020, we introduced the AMD Ryzen Threadripper™ PRO Processor family designed for professional workstations from OEMs to system integrators and AMD Ryzen 4000 Series desktop processors with Radeon™ graphics for consumers, gamers, streamers and creators.

We also introduced AMD Athlon™ 3000 Series desktop processors using the same Zen core architecture and built-in Radeon graphics as the AMD Ryzen desktop processor family.

Also, the AMD Ryzen PRO 4000 series and AMD Athlon PRO 3000 series desktop processors were introduced for the commercial market.

In October 2020, we introduced the AMD Ryzen 5000 Series desktop processor family powered by “Zen 3” core architecture.

We also expanded our notebook products in 2020.

In May 2020, we announced the global availability of the AMD Ryzen™ PRO 4000 Series Mobile family for commercial notebooks built with enterprise-grade AMD PRO technologies, which deliver a set of security and manageability features for Enterprise IT deployments.

Also, we announced the AMD Ryzen 3000 C-Series mobile processors and the AMD Athlon 3000 C-Series mobile processors for Chromebook platforms designed for multi-tasking and content creation in distance learning and remote working.

With respect to our graphics products, we expanded our professional offerings with the AMD Radeon™ Pro VII workstation graphics card designed for broadcast and engineering professionals.

In August 2020, we announced the availability of the new AMD Radeon Pro 5000 series GPUs for the updated 27-inch iMac bringing a wide variety of graphically intensive applications and workloads to consumer and professional users.

We also introduced the AMD Radeon RX 6000 Series graphics cards built on AMD RDNA™ 2 gaming architecture and designed for enthusiast-class PC gaming.

In November 2020, we introduced our data center graphics processor, the AMD Instinct™ MI100 GPU accelerator, the first accelerator to use new AMD CDNA architecture dedicated to HPC workloads.

We expanded our EPYC server family during the year.

In April 2020, we announced the extension of the 2nd Gen AMD EPYC processor family with three new processors: AMD EPYC 7F32 (8 cores), AMD EPYC 7F52 (16 cores) and AMD EPYC 7F72 (24 cores).

These new processors leverage up to 500 MHz of additional base frequency and large amounts of cache.

In October 2020, we announced the AMD EPYC™ processor based Azure Dav4, Eav4,

Easv4 and Lsv2 VMs for use to improve real-time analysis on large volumes of data streaming from applications, websites and more.

We also expanded our embedded processor family with two new AMD Ryzen Embedded R1000 low-power processors that provide customers with a thermal design power (TDP) range of 6 up to 10 watts.

In November 2020, we launched the AMD Ryzen Embedded V2000 series processor built on 7 nm process technology, “Zen 2” cores and high-performance AMD Radeon graphics.

Although many of our offices remained open to enable critical on-site business functions in accordance with local government guidelines, most of our employees worked from home during 2020.

During the second half of 2020, the majority of our employees in China returned to work and we maintained normal business operations subject to local government health measures.

We continue to monitor and take measures to protect the health and safety of our employees, and support those employees who work from home so that they can be productive.

We monitor demand signals as we adjust our supply chain requirements based on changing customer needs and demands.

We also assess our product schedules and roadmaps to make any adjustments that may be necessary to support remote working requirements and address the geographic and market demand shifts caused by COVID-19.

The transaction is currently expected to close by the end of calendar year 2021.

Through the end of 2020, we demonstrated consistent, continued and increasing profitability over the preceding three-year period.

Our ability to sustain and grow our profitability is supported by the continued positive momentum of our consumer and commercial products, including our newly released desktop, mobile and graphics processors, greater market acceptance for our server products, the successful adoption of our new game console processor products, and our leadership in the continued development of HPC products.

In assessing the realizability of the deferred tax assets, we considered the highly dynamic and competitive landscape of our industry, the continued performance and market acceptance of our new products, and the impact of such market acceptance on our estimates of future profitability.

As a result, in the fourth quarter of 2020, we concluded that our history of profitable operating results, including the current period results, along with increasingly favorable forecasts of continued future profitability, provided sufficient positive evidence supporting the realizability of a certain amount of our U.S. deferred tax assets, accordingly, the release of the related valuation allowance previously recorded against these deferred tax assets, resulting in a tax benefit of $1.3 billion in the fourth quarter of 2020.

If our estimates of these taxes are greater or less than actual results, an additional tax benefit or charge could result.

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

The increase in unit shipments was primarily due to higher demand for our Ryzen processors.

The increase in average selling price was primarily driven by a richer mix of client processors from higher sales of our Ryzen processors, which have a higher average selling price, partially offset by lower average selling price for our Radeon products due to product cycle timing.

The increase in gross margin was primarily driven by sales of Ryzen and EPYC processors in 2020, which have a higher gross margin than the corporate average, partially offset by sales of semi-custom products and Radeon products, which have a lower gross margin than the corporate average.

As of December [removed: 26, 2020,] [added: 25, 2021,] our investment portfolio consisted of time deposits and commercial paper.

As of December [removed: 26, 2020,] [added: 25, 2021,] all of our outstanding long-term debt had fixed interest rates.

As of December [removed: 26, 2020,] [added: 25, 2021,] substantially all of our investments in debt securities were A-rated by at least one of the rating agencies.

The following table provides information about our foreign currency forward contracts as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019.][added: 26, 2020.]

All of our foreign currency forward contracts mature within [removed: 12] [added: 18] months.

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | | | | | | | | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | | | | | | | | | | | | | |

| Chinese Renminbi | | | $ | [removed: 261] [added: 360] | | | | | [removed: 6.8160] [added: 6.5693] | | | | | | $ | [removed: 8] [added: 6] | | | | | $ | [removed: 277] [added: 261] | | | | | [removed: 6.9890] [added: 6.8160] | | | | | | $ | [removed: (1)] [added: 8] | |

| Canadian Dollar | | | [removed: 247] [added: 416] | | | | | | [removed: 1.3165] [added: 1.2646] | | | | | | [removed: 6] [added: (6)] | | | | | | [removed: 249] [added: 247] | | | | | | [removed: 1.3183] [added: 1.3165] | | | | | | [removed: 2] [added: 6] | | |

| Indian Rupee | | | [removed: 97] [added: 162] | | | | | | [removed: 76.0259] [added: 77.3309] | | | | | | 1 | | | | | | [removed: 76] [added: 97] | | | | | | [removed: 72.9476] [added: 76.0259] | | | | | | [removed: —] [added: 1] | | |

| Singapore Dollar | | | [removed: 50] [added: 71] | | | | | | [removed: 1.3574] [added: 1.3489] | | | | | | [removed: 1] [added: —] | | | | | | 50 | | | | | | [removed: 1.3597] [added: 1.3574] | | | | | | [removed: —] [added: 1] | | |

| Euro | | | [removed: 35] [added: 47] | | | | | | [removed: 0.8578] [added: 0.8444] | | | | | | [removed: 1] [added: (2)] | | | | | | [removed: 48] [added: 35] | | | | | | [removed: 0.8927] [added: 0.8578] | | | | | | 1 | | |

| Taiwan Dollar | | | [removed: 58] [added: 122] | | | | | | [removed: 28.0978] [added: 27.2725] | | | | | | [removed: —] [added: (1)] | | | | | | [removed: 38] [added: 58] | | | | | | [removed: 30.1873] [added: 28.0978] | | | | | | — | | |

| Pound Sterling | | | [removed: 3] [added: 6] | | | | | | [removed: 0.7375] [added: 0.7317] | | | | | | — | | | | | | [removed: 1] [added: 3] | | | | | | [removed: 0.7614] [added: 0.7375] | | | | | | — | | |

| Malaysian Ringgit | | | [removed: 3] [added: —] | | | | | | [removed: 4.0456] [added: —] | | | | | | — | | | | | | [removed: —] [added: 3] | | | | | | [removed: 4.0889] [added: 4.0456] | | | | | | — | | |

| Japanese Yen | | | 1 | | | | | | [removed: 103.5000] [added: 114.3214] | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 103.5000] | | | | | | — | | |

| Total | | | $ | [removed: 755] [added: 1,185] | | | | | | | | | | | $ | [removed: 17] [added: (2)] | | | | | $ | [removed: 739] [added: 755] | | | | | | | | | | | $ | [removed: 2] [added: 17] | |

The forward-looking statements relate to, among other things: possible impact of future accounting rules on AMD’s consolidated financial statements; demand for AMD’s products; the growth, change and competitive landscape of the markets in which AMD participates; [removed: the expected amounts to be received by AMD under the IP licensing agreement and AMD’s expected royalty payments from future product sales of the two joint ventures AMD holds equity in with Higon Information Technology Co., Ltd. (THATIC JVs) products to be developed on the basis of such licensed IP; sales patterns of AMD’s products;] international sales will continue to be a significant portion of total sales in the foreseeable future; that AMD’s cash, cash equivalents and short-term investment [removed: balances] [added: balances,] together with the availability under that certain revolving credit facility (the Revolving Credit Facility) made available to AMD and certain of its subsidiaries under the Credit Agreement, [added: and our cash flows from operations] will be sufficient to fund AMD’s operations including capital expenditures [added: and purchase commitments] over the next 12 months; AMD’s ability to obtain sufficient external financing on favorable terms, or at all; AMD’s expectation that based on the information presently known to management, the potential liability related to AMD’s current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; [removed: any amounts in addition to what has been already accrued by AMD for future remediation costs under clean-up orders will not have a material effect on our financial condition, cash flows or results of operations; we expect to file future patent applications in both the United States and abroad on significant inventions as we deem appropriate;] anticipated ongoing and increased costs related to enhancing and implementing information security controls; [added: all unbilled accounts receivables are expected to be billed and collected within 12 months;] revenue allocated to remaining performance obligations that are unsatisfied which will be recognized over the next 12 months; [removed: all unbilled accounts receivables are expected to be billed and collected within 12 months;] a small number of customers will continue to account for a substantial part of AMD’s revenue in the future; and the acquisition of Xilinx, Inc. is currently expected to close [removed: by] [added: in] the [removed: end] [added: first quarter] of [removed: calendar year 2021.][added: 2022.]

- x86 [removed: microprocessors,] [added: microprocessors (CPUs),] as standalone devices or as incorporated into [removed: an] accelerated processing [removed: unit (APU),] [added: units (APUs),] chipsets, discrete and integrated graphics processing units (GPUs), data center and professional GPUs, and development services; and

References in this report to [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] refer to the fiscal year unless explicitly stated otherwise.

The closing of the Merger is subject to customary conditions, including regulatory [removed: approval and approval by our stockholders and Xilinx stockholders.][added: approval.]

[removed: Advanced Micro Devices, Inc. (AMD)] [added: AMD] was incorporated under the laws of Delaware on May 1, 1969 and became a publicly held company in 1972.

AMD, the AMD Arrow logo, [removed: Athlon,] AMD CDNA, AMD Instinct, AMD RDNA, [added: Athlon,] EPYC, FirePro, FreeSync, Geode, [removed: Opteron,] [added: Infinity Fabric,] Radeon, Radeon Instinct, [removed: RDNA,] Ryzen, Threadripper, [removed: Infinity Fabric,] and combinations thereof are trademarks of Advanced Micro Devices, Inc.

PlayStation is a registered trademark or trademark of Sony Interactive Entertainment, Inc. Arm is a registered trademark of ARM Limited (or its subsidiaries) in the [removed: US] [added: United States] and/or elsewhere.

Vulkan and the Vulkan logo are registered trademarks of Khronos Group Inc. [added: Apple and Mac Pro are trademarks of Apple Inc., registered in the United States and/or other countries.]

On the Investor Relations pages of our [removed: Website,] [added: website,] http://ir.amd.com, we post links to our filings with the SEC, our Principles of Corporate Governance, our Code of Ethics for our executive officers, all other senior finance executives and certain representatives from legal and internal audit, our Worldwide Standards of Business Conduct, which applies to our Board of Directors and all of our employees, and the charters of the [removed: Audit and Finance, Compensation and Leadership Resources, Nominating and Corporate Governance and Innovation and Technology] committees of our Board of Directors.

[removed: Computing] [added: Competition in the Computing] and [removed: Graphics][added: Graphics Segment]

[removed: The] [added: Our] Computing and Graphics [removed: market addresses] [added: products address] the need for computational and visual data processing in computing devices that include personal computers, laptops / notebooks, and workstations.

Our Computing [removed: and Graphics] Products

[removed: Desktop.] [added: Desktop Microprocessors*.*] Our microprocessors for desktop platforms currently include the AMD [removed: Ryzen™] [added: Ryzen] series processors and AMD [removed: Athlon™] [added: Athlon] processors.

[removed: The] [added: Our] AMD Ryzen 5000 Series [removed: processors have] [added: desktop processor family powered by our “Zen 3” core architecture has] up to 16 cores and [removed: deliver] [added: delivers] across the board leadership performance for gamers and content creators.

[removed: Commercial.] [added: Commercial Microprocessors*.*] We offer enterprise-class desktop and notebook PC solutions sold as AMD PRO Mobile and AMD PRO desktop processors with Radeon graphics for the commercial market.

[removed: These] [added: AMD Ryzen PRO, AMD Threadripper PRO and AMD Athlon PRO series] solutions are designed to provide enterprise customers with the performance, security capabilities and business features such as enhanced security and manageability, platform longevity and extended image stability.

[removed: Chipsets.] [added: Chipsets*.*] We offer a full suite of chipset [removed: products,] [added: products to support our AMD Ryzen and Threadripper platforms,] including the X570 chipset which supports PCIe® 4.0 (fourth generation Peripheral Component Interconnect Express motherboard interface) designed for enthusiast desktop platforms.

We [removed: also introduced] [added: offer] the B550 chipset [removed: in April 2020] and the A520 chipset [removed: in July 2020] for socket AM4 for 3rd Gen AMD Ryzen desktop processors and 5000 processors.

In the High-End Desktop (HEDT) and Workstation segments, we offer the TRX40 and the WRX80 chipsets, respectively, to support the 3rd [removed: generation] [added: Gen] Ryzen Threadripper and Threadripper [removed: Pro] [added: PRO] platforms offering high speed I/O and platform bandwidth.

[removed: The semiconductor graphics market addresses] [added: Our GPUs address] the need for improved visual and data processing in various computing devices.

Blockchain applications are typically performed using specially designed application-specific integrated circuits (ASICs) or a [removed: general purpose] [added: general-purpose] CPU or GPU.

Graphics processing is a fundamental component [added: across many] of [removed: almost everything we create] [added: our products] and can be found in an APU, GPU, SoC or a combination of a discrete GPU with one of the other foregoing products working in tandem.

Our customers generally use our graphics solutions to enable or increase the speed of rendering images, to help improve image resolution and color definition, and increasingly to process massive data sets for cloud and data [added: center applications.]

We develop our graphics products for use in various computing devices and entertainment platforms, including desktop PCs, notebook PCs, [removed: 2-in-1s,] All-in-Ones (AIOs), professional workstations, and the data center.

Additionally, [removed: the] [added: our] RDNA 2 architecture supports advanced graphics features such as ray tracing, Infinity Cache and variable rate shading.

AMD Accelerated Parallel Processing or General Purpose GPU (GPGPU) refers to a set of advanced hardware and software technologies that enable discrete AMD GPUs, working in concert with the CPU, to accelerate computational tasks beyond traditional CPU processing by utilizing the vast number of [removed: discrete] GPU cores while working with the CPU to process information cooperatively.

Our [added: AMD Radeon™ series] discrete [removed: GPUs] [added: GPU processors] for desktop and notebook PCs support current generation application program interfaces (APIs) like DirectX® 12 Ultimate and Vulkan®, support new displays using AMD FreeSync™, AMD FreeSync Premium, and AMD FreeSync Premium Pro technologies, and are designed to support [removed: VR] [added: virtual reality (VR)] in PC platforms.

Professional [removed: Graphics.] [added: Graphics*.*] Our AMD Radeon [removed: Pro] [added: PRO] family of professional graphics products includes multi-view graphics cards and GPUs designed for integration in mobile and desktop workstations.

AMD Radeon [removed: Pro] [added: PRO] supports end users utilizing GPU accelerated visualization for construction, architecture and mechanical design through gaming and visualization engines on high resolution displays; Radeon VR Creator cards are also capable of supporting this functionality with VR and [removed: AR.][added: augmented reality (AR).]

These GPUs are designed to cover the full range of graphical application acceleration, from light desktop [removed: tasks,] to workstation tasks, multi-GPU high end rendering, and cloud gaming activities.

[added: Data Center Graphics*.*] Our AMD [removed: Radeon] Instinct™ [removed: and AMD Instinct] family of GPU products are specifically designed to address [added: the] growing demand for [removed: compute-oriented] [added: compute-accelerated] data center [removed: applications,] [added: workloads,] including deep learning training and [removed: traditional] [added: a range of] HPC [removed: workloads such as simulation] [added: applications] where the compute capabilities of GPUs provide [removed: exceptional flexibility and] [added: additional] performance.

Combined with our [added: AMD] ROCm™ open software platform, our customers can deliver differentiated acceleration platforms to address the next-generation of computing challenges while minimizing power and space needs in the data center.

[removed: Enterprise,] [added: Competition in the Enterprise,] Embedded and [removed: Semi-Custom][added: Semi-Custom Segment]

[removed: The] [added: Our] Enterprise, Embedded and Semi-Custom [removed: Markets] [added: products] address the need for computational and visual data [removed: processing in the Server, Embedded computing device, and custom designed computing device markets.][added: processing.]

We [removed: service] [added: serve] these markets with our CPU, GPU, APU, and customized [removed: designed system-on-chips] [added: SoC] products.

[removed: Server.] [added: Server*.*] A server is a computer system that performs services for connected customers as part of a client-server architecture.

[removed: Embedded.] [added: Embedded*.*] Embedded products address computing needs in enterprise-class telecommunications, networking, security, storage systems and thin [removed: clients (which] [added: clients, which] are computers that serve as an access device on a [removed: network).][added: network.]

Typically, AMD embedded products are used in applications that require high to moderate levels of performance, where key features may include relatively low power, small form [removed: factor,] [added: factors,] and 24x7 operations.

[removed: Semi-Custom.] [added: Semi-Custom*.*] We leverage our core IP, including our graphics and processing technologies to develop semi-custom [removed: solutions for the PC and gaming markets.][added: solutions.]

We have used this [removed: type of] collaborative co-development approach with many of today’s leading game console [added: and handheld PC gaming] manufacturers and can also address customer needs in many other [removed: markets beyond game consoles.][added: markets.]

Overview

Steam and the Steam logo are trademarks and/or registered trademarks of Valve Corporation in the United States and/or other countries.

On April 7, 2021, our stockholders voted to approve all the proposals relating to the Merger at a special meeting of stockholders.

Xilinx stockholders also voted to approve their respective proposals relating to the Merger at a Xilinx special meeting held on the same day.

The Merger is currently expected to close in the first quarter of 2022.

Our Strategy

AMD is focused on high performance computing technology, software and product leadership.

Our strategy is to create and deliver the world’s leading high-performance CPUs and GPUs, and to integrate these CPUs and GPUs with hardware and software to build differentiated solutions.

We invest in high-performance CPUs for client systems, as well as for high performance computing solutions, cloud infrastructure and the private and public cloud environment.

We also invest in high-performance GPUs and software for markets such as gaming, compute, artificial intelligence, cloud gaming, and virtual and augmented reality.

We combine our high-performance CPUs and GPUs to deliver solutions that are differentiated at the chip level, such as our semi-custom SoCs and APUs, and at the solution level, such as PC and server platforms.

In the PC market, we design CPUs, APUs and GPUs for consumer and commercial desktops, notebooks and workstations.

Our CPUs and APUs are designed to bring performance, efficiency and modern security features to gamers, creators, consumers and commercial enterprises.

Our CPUs and APUs bring performance, efficiency and modern security features to gamers, creators, consumers and enterprises.

We also continually strive to improve security features in our products to help our customers protect their sensitive information.

To that end, we offer integrated on-chip security features and other security features our customers can choose to enable.

Notebook Microprocessors*.* Our mobile APUs, including AMD Ryzen and AMD Athlon mobile processors for the consumer and commercial markets, combine both high levels of performance and efficiency for notebook PC platforms.

In January 2021, we launched our AMD Ryzen 5000 Series Mobile Processors, which are powered with our “Zen 3” core architecture and are designed for gamers, creators and professionals.

We launched the AMD Ryzen PRO 5000 Series Mobile Processors powered with our “Zen 3” core architecture for business laptops in March 2021.

Our AMD Radeon Software expands remote gaming functionality and enables new features and customization capabilities.

In addition, we also offer tools for game developers such as our AMD FidelityFX™ open-source image quality software toolkit that helps deliver improved visual quality with minimal performance overhead.

Our latest FidelityFX Super Resolution (FSR) uses upscaling technologies to help boost frame rates in games.

We offer AMD Radeon RX 6000M and RX 6000S series mobile graphics for high-performance gaming notebooks.

Our AMD Advantage Design™ Framework, a collaboration with our global PC partners, delivers high-performance gaming notebooks by combining AMD Radeon RX series mobile graphics, AMD Software and AMD Ryzen series mobile processors with AMD smart technologies to deliver best-in-class gaming experiences.

We continued the roll-out of the AMD RDNA 2 architecture in the desktop market that began in 2020 with additional Radeon RX 6000 series graphics card launches.

In July 2021, we announced the AMD Radeon RX 6600 XT graphics card, designed to deliver high-framerate, high-fidelity and highly responsive 1080p gaming experience.

Our AMD Radeon PRO W6000 series workstation graphics include AMD RDNA 2 architecture and AMD Infinity Cache and are designed to reduce latency and power consumption and to optimize design workloads, complex design and engineering simulations along with image and video editing applications.

In July 2021, we announced the AMD Radeon RX 6600 XT graphics card, designed to deliver high-framerate, high-fidelity and highly responsive 1080p gaming experience.

In August 2021, we also introduced the Radeon PRO W6000X series GPUs for the Mac Pro to power a variety of professional applications and workloads, including 3D rendering, 8K video composition and color correction.

In November, 2021, we introduced the AMD Instinct MI200 series accelerators based on the 2nd Gen AMD CDNA architecture, which is optimized for HPC and AI/ML (Artificial Intelligence/Machine Learning) workloads.

The MI200 series includes the MI250 Open Accelerator Module (OAM) form factor for purpose-built HPC/AI platforms and the MI210 PCIe form factor for mainstream server platforms.

We also introduced the AMD Infinity Hub which provides end users with a growing catalog of containerized HPC applications and ML frameworks that are ported and optimized for AMD Instinct accelerators and AMD ROCm.

Cloud Gaming and VDI*.* Our visual cloud GPU offerings include products in the Radeon Instinct and Radeon PRO V families.

In November 2021, AMD introduced the Radeon PRO V620, a data center GPU using the RDNA 2 architecture and incorporating new capabilities including ray tracing acceleration and Infinity Cache.

We leverage our technology to address the computational and visual data processing needs in the data center market where we design CPUs, GPUs, and software for HPC, cloud gaming, and cloud and enterprise customers.

We launched our 3rd Gen AMD EPYC processors, the AMD EPYC 7003 Series CPUs, in March 2021.

Our new AMD EPYC 7003 Series processors are powered by our “Zen 3” core architecture and are designed to support HPC, cloud and enterprise workloads.

We also recently partnered with Valve to create a custom APU optimized for handheld gaming to power the Steam Deck™.

These products service desktop and notebook personal computers.

Sales to Customer A consisted of products from our Enterprise, Embedded and Semi-Custom segment, and sales to Customer B consisted of products from our Computing and Graphics segment.

General

The transaction is currently expected to close by the end of calendar year 2021.

We service this market with our CPU, GPU, APU, system-on-chip and chipset product offerings.

Central Processing Unit (CPU).

A microprocessor is an IC that serves as the CPU of a computer.

It generally consists of hundreds of millions or billions of transistors that process data in a serial fashion and control other devices in the system, acting as the “brain” of the computer.

The performance of a microprocessor is a critical factor impacting the performance of computing and entertainment platforms, such as desktop PCs, notebooks and workstations.

The principal elements used to measure CPU performance are work-per-cycle (or how many instructions are executed per cycle), clock speed (representing the rate at which a CPU’s internal logic operates, measured in units of gigahertz, or billions of cycles per second) and power consumption.

Other factors impacting microprocessor performance include the process technology used in its manufacture, the number and type of cores, the ability of the cores to process multi-thread or process multiple instructions simultaneously, the bit size of its instruction set, memory size and data access speed.

Developments in IC design and manufacturing process technologies have resulted in significant advances in microprocessor performance.

Since businesses and consumers require greater performance from their computer systems due to the growth of digital data and increasingly sophisticated software applications, multi-core microprocessors offer enhanced overall system performance and efficiency because computing tasks can be spread across two or more processing cores, each of which can execute a task at full speed.

Multi-core microprocessors can simultaneously increase performance of a computer system without greatly increasing the total amount of power consumed and the total amount of heat emitted.

Businesses and consumers also require computer systems with improved power management technology, which helps them to reduce the power consumption of their computer systems, enables smaller and more portable form factors, and can lower the total cost of ownership.

Graphics Processing Unit (GPU). A GPU is a programmable logic chip that helps render images, animations and video and is increasingly being used to handle general computing tasks.

GPUs are located in plug-in cards, as a discrete processor or in a chip on the motherboard, or in the same chip as the CPU as part of an accelerated processing unit (APU) or System-on-Chip (SoC).

GPUs on stand-alone cards or discrete GPUs on the motherboard typically access their own memory, while GPUs in the chipset or CPU chip share main memory with the CPU.

GPUs perform parallel operations on data to render images for a video display and are essential to presenting computer generated images on that display, decoding and rendering animations and displaying video.

The more sophisticated the GPU, the higher the resolution and the faster and smoother moving objects can be displayed on a video display or in a virtual environment (e.g. virtual reality (VR) and augmented reality (AR)).

In addition to graphics processing, GPUs are used to perform parallel operations on multiple sets of data and are increasingly used to perform vector processing for non-graphics applications that require repetitive computations such as high-performance computing (HPC), deep learning, artificial and machine intelligence, blockchain and various other applications (e.g., cryptocurrency mining and autonomous driving).

Accelerated Processing Unit (APU). Consumers increasingly demand computing devices with improved end-user experience, system performance and energy efficiency.

Consumers also continue to demand thinner and lighter mobile devices, with better performance and longer battery life.

We believe that a computing architecture that optimizes the use of its components can provide these improvements.

An APU is a processing unit that integrates a CPU and a GPU onto one chip (or one piece of silicon), along with, in some cases, other special-purpose components.

This integration enhances system performance by “offloading” selected tasks to the best-suited component (i.e. the CPU or the GPU) to optimize component use, increasing the

speed of data flow between the CPU and GPU through shared memory and allowing the GPU to function as both a graphics engine and an application accelerator.

Having the CPU and GPU on the same chip also typically improves energy efficiency by, for example, eliminating connections between discrete chips.

System-on-Chip (SoC).

An SoC is a type of IC with a CPU, GPU and other components, such as a memory controller and peripheral management, comprising a complete computing system on a single chip.

By combining all of these elements as an SoC, system performance and energy efficiency are improved, similar to an APU.

Chipset. A chipset is a generic term referring to a device or a collection of devices that allow the microprocessor to connect to a wider range of peripheral devices in the system (such as storage, optical drives, and Universal Serial Bus (USB) peripherals).

Chipsets can perform essential logic functions and operate in concert with the microprocessor to manage system control and power management functions of all the devices in the system.

Chipsets are most often found in larger form factor systems, typically desktop systems or larger notebook platforms, which require the expanded peripheral selection that is enabled by the chipset.

Typical notebook platforms and small form factor desktop platforms usually do not utilize a chipset and instead rely on the capabilities of the APU to connect to all the required devices on the platform.

In April 2020, we expanded our 3rd Gen AMD Ryzen desktop processor family by adding AMD Ryzen 3 3100 and AMD Ryzen 3 3300X processors with “Zen 2” core architecture to business users, gamers and creators.

In June 2020, we announced further additions to the 3rd Gen AMD Ryzen desktop processor family, by introducing the AMD Ryzen 9 3900XT, AMD Ryzen 7 3800XT and AMD Ryzen 5 3600XT desktop processors designed for the enthusiast market.

In July 2020, we introduced for the consumer market, the AMD Ryzen 4000 series desktop processors and the AMD Athlon 3000 series desktop processors with built-in Radeon™ graphics.

The AMD Ryzen 4000 G-Series desktop processors offer power efficiency for consumers, gamers, streamers and creators and include multi-layered security features.

The AMD Athlon 3000 G-Series desktop processors provide responsive performance and features for entry-level PCs using “Zen” core architecture.

In October 2020, we introduced the AMD Ryzen 5000 Series desktop processor family powered by “Zen 3” core architecture.

Notebooks and 2-in-1s. We continue to invest in designing and developing high performing and low power APUs for notebook PC platforms and we offer AMD Ryzen and AMD Athlon mobile processors for the consumer and commercial markets.

| | | | For the fiscal year ended December [removed: 26, 2020] [added: 25, 2021] | | |

[removed: ][added: ]

As of June [removed: 27, 2020,] [added: 26, 2021,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $58.5] [added: $103.4] billion based on the reported closing sale price of [removed: $50.10] [added: $85.62] per share as reported on The NASDAQ Global Select Market (NASDAQ) on June [removed: 26, 2020,] [added: 25, 2021,] which was the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: [removed: 1,211,280,009] [added: 1,199,303,422] shares of common stock, $0.01 par value per share, as of January [removed: 22, 2021.][added: 28, 2022.]

Portions of the registrant’s proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders [removed: (2021] [added: (2022] Proxy Statement) are incorporated into Part III hereof.

The [removed: 2021] [added: 2022] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended December [removed: 26, 2020.][added: 25, 2021.]

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| [ITEM [removed: 9.](#i505d9be02d6f4cf5a4bf9060b46254de_220)] [added: 9.](#ib7cf537e07124691a6505a5505cd30c3_190)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i505d9be02d6f4cf5a4bf9060b46254de_220)] [added: Disclosure](#ib7cf537e07124691a6505a5505cd30c3_190)] | | | [removed: [87](#i505d9be02d6f4cf5a4bf9060b46254de_220)] [added: [85](#ib7cf537e07124691a6505a5505cd30c3_190)] | | |

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| [ITEM [removed: 15.](#i505d9be02d6f4cf5a4bf9060b46254de_250)] [added: 15.](#ib7cf537e07124691a6505a5505cd30c3_220)] | | | [Exhibits, Financial Statements [removed: Schedules](#i505d9be02d6f4cf5a4bf9060b46254de_250)] [added: Schedules](#ib7cf537e07124691a6505a5505cd30c3_220)] | | | [removed: [90](#i505d9be02d6f4cf5a4bf9060b46254de_250)] [added: [88](#ib7cf537e07124691a6505a5505cd30c3_220)] | | |

| [ITEM [removed: 16.](#i505d9be02d6f4cf5a4bf9060b46254de_259)] [added: 16.](#ib7cf537e07124691a6505a5505cd30c3_229)] | | | [Form 10-K [removed: Summary](#i505d9be02d6f4cf5a4bf9060b46254de_259)] [added: Summary](#ib7cf537e07124691a6505a5505cd30c3_229)] | | | [removed: [96](#i505d9be02d6f4cf5a4bf9060b46254de_259)] [added: [93](#ib7cf537e07124691a6505a5505cd30c3_229)] | | |

| [PART I](#ib7cf537e07124691a6505a5505cd30c3_10) | | | | | | [1](#ib7cf537e07124691a6505a5505cd30c3_10) | | |

| [PART II](#ib7cf537e07124691a6505a5505cd30c3_31) | | | | | | [37](#ib7cf537e07124691a6505a5505cd30c3_31) | | |

| ITEM 6. | | | [\[Reserved\]](#ib7cf537e07124691a6505a5505cd30c3_37) | | | [38](#ib7cf537e07124691a6505a5505cd30c3_37) | | |

| [ITEM 9C.](#ib7cf537e07124691a6505a5505cd30c3_1936) | | | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#ib7cf537e07124691a6505a5505cd30c3_1936) | | | [86](#ib7cf537e07124691a6505a5505cd30c3_1936) | | |

| [PART III](#ib7cf537e07124691a6505a5505cd30c3_199) | | | | | | [87](#ib7cf537e07124691a6505a5505cd30c3_199) | | |

| [PART IV](#ib7cf537e07124691a6505a5505cd30c3_217) | | | | | | [88](#ib7cf537e07124691a6505a5505cd30c3_217) | | |

| | | | | | | | | |

| [SIGNATURES](#ib7cf537e07124691a6505a5505cd30c3_232). | | | | | | [94](#ib7cf537e07124691a6505a5505cd30c3_232) | | |

| [PART I](#i505d9be02d6f4cf5a4bf9060b46254de_10) | | | | | | [1](#i505d9be02d6f4cf5a4bf9060b46254de_13) | | |

| [PART II](#i505d9be02d6f4cf5a4bf9060b46254de_31) | | | | | | [36](#i505d9be02d6f4cf5a4bf9060b46254de_31) | | |

| [ITEM 6.](#i505d9be02d6f4cf5a4bf9060b46254de_37) | | | [Selected Financial Data](#i505d9be02d6f4cf5a4bf9060b46254de_37) | | | [38](#i505d9be02d6f4cf5a4bf9060b46254de_37) | | |

| [PART III](#i505d9be02d6f4cf5a4bf9060b46254de_229) | | | | | | [89](#i505d9be02d6f4cf5a4bf9060b46254de_229) | | |

| [PART IV](#i505d9be02d6f4cf5a4bf9060b46254de_247) | | | | | | [90](#i505d9be02d6f4cf5a4bf9060b46254de_247) | | |

| [SIGNATURES](#i505d9be02d6f4cf5a4bf9060b46254de_262). | | | | | | [96](#i505d9be02d6f4cf5a4bf9060b46254de_262) | | |

As of December 25, 2021, we leased approximately 2.7 million square feet of space for research and development, engineering, administrative and warehouse use throughout the world.

Our headquarters is located in Santa Clara, California, and we have significant operations in Austin, Texas; Shanghai, China; Markham, Ontario, Canada; and Bangalore and Hyderabad, India.

We also have a number of regional sales offices located in commercial centers near customers, principally in the United States, Europe, Asia and Latin America.

As of December 26, 2020, we leased approximately 2.46 million square feet of space for research and development, engineering, administrative and warehouse use, including our headquarters in Santa Clara, California, our principal administrative facilities in Austin, Texas, our design center in Shanghai, China, our main facility with respect to graphics and chipset products located in Markham, Ontario, Canada, two design centers in Bangalore and Hyderabad, India, and a number of smaller regional sales offices located in commercial centers near customers, principally in the United States, Europe, Asia and Latin America.

These leases expire at varying dates through 2028, although some of these leases include optional renewals.

We occupy approximately 251,000 square

feet of space in our headquarters in Santa Clara, California under an operating lease which expires in July 2027.

We have the option to extend the term of the lease for two additional five-year periods.

The lease for our principal administrative facilities in Austin, Texas for approximately 511,000 square feet expires in March 2025, and provides for one ten-year optional renewal.

The leases for our facilities in Markham, Ontario, Canada for approximately 365,000 square feet expire in February 2028, and provide for one five-year optional renewals.

We occupy approximately 265,000 square feet of space in our design center in Shanghai, China under a ten-year operating lease, which expires in March 2028.

We also occupy approximately 287,000 square feet, in aggregate, under two leases in India.

The lease for our design center in Bangalore, India expires in September 2026, with an undefined term renewal option.

The lease for our design center in Hyderabad, India expires in November 2022, with a five-year renewal option.

On January [removed: 22, 2021,] [added: 28, 2022,] there were [removed: 4,155] [added: 4,492] registered holders of our common stock, and the closing price of our common stock was [removed: $92.79] [added: $105.24] per share as reported on NASDAQ.

The following graph shows a five-year comparison of cumulative total return on our common stock, the S&P 500 Index and the S&P 500 Semiconductor Index from December [removed: 26, 2015] [added: 31, 2016] through December [removed: 26, 2020.][added: 25, 2021.]

[removed: ][added: ]

| | | | Base Period | | | Years [removed: Ending] [added: Ended] | | | | | | | | | | | | | | |

| Company / Index | | | [removed: 12/26/2015 | | |] 12/31/2016 | | | 12/30/2017 | | | 12/29/2018 | | | 12/28/2019 | | | 12/26/2020 | | | [added: 12/25/2021 | | |]

[removed: We] [added: On December 27, 2021, we] issued warrants [removed: dated December 28, 2020] to purchase [removed: 42,439] [added: 63,226] shares of our common stock to a commercial partner pursuant to a strategic arrangement [added: executed in 2018] with such partner.

The warrants have an exercise price of $25.4994 per share and expire on December [removed: 28, 2023.][added: 27, 2024.]

The warrants were issued pursuant to Section 4(a)(2) of the Securities Act of [removed: 1933, as amended.][added: 1933.]

In May 2021, we announced that our Board of Directors approved a new stock repurchase program to purchase up to $4 billion of our outstanding common stock in the open market.

We expect to fund repurchases through cash generated from operations which have been strengthened by our strong operational results.

Our stock repurchase program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time.

The following table provides information relating to our repurchase of common stock for the year ended December 25, 2021:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Total Number of Shares Repurchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Repurchased as Part of Publicly Announced Program | | | | | | Maximum Dollar Value of Shares That May Yet be Purchased Under the Program | | |

| | | | (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | |

| Repurchases during each fiscal quarter of 2021: | | | | | | | | | | | | | | | | | | | | | | | |

| March 28, 2021 - June 26, 2021 | | | 3,234,896 | | | | | | $ | 79.14 | | | | | 3,234,896 | | | | | | $ | 3,744 | |

| June 27, 2021 - September 25, 2021 | | | 7,165,899 | | | | | | $ | 104.66 | | | | | 7,165,899 | | | | | | $ | 2,994 | |

| September 26, 2021 - December 25, 2021 | | | 6,343,862 | | | | | | $ | 119.20 | | | | | 6,343,862 | | | | | | $ | 2,238 | |

| | | | 16,744,657 | | | | | | | | | | | | 16,744,657 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchases during last fiscal quarter of 2021: | | | | | | | | | | | | | | | | | | | | | | | |

| September 26, 2021 - October 30, 2021 | | | 4,226,341 | | | | | | $ | 106.57 | | | | | 4,226,341 | | | | | | $ | 2,544 | |

| October 31, 2021 - November 27, 2021 | | | 2,117,521 | | | | | | $ | 144.40 | | | | | 2,117,521 | | | | | | $ | 2,238 | |

| November 28, 2021 - December 25, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,238 | |

| Total | | | 6,343,862 | | | | | | | | | | | | 6,343,862 | | | | | | | | |

Equity Award Share Withholding

Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are also treated as common stock repurchases.

Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.

During fiscal year 2021, we withheld 2 million shares as payment of withholding taxes in connection with the vesting and exercise of equity awards.

| Advanced Micro Devices, Inc. | | | 100 | | | 91 | | | 157 | | | 407 | | | 810 | | | 1,289 | | |

| S&P 500 Index | | | 100 | | | 122 | | | 115 | | | 154 | | | 179 | | | 231 | | |

| S&P 500 Semiconductors Index | | | 100 | | | 136 | | | 127 | | | 188 | | | 264 | | | 403 | | |

On December 14, 2021, we issued 109,807 shares of AMD’s common stock pursuant to an exercise in full by a commercial partner of a warrant to purchase up to 127,435 shares of AMD’s common stock at an exercise price of $20.0423 per share (the Warrant).

As a result, the Warrant is no longer outstanding.

The commercial partner acquired the Warrant on December 26, 2018 pursuant to a strategic arrangement with such partner.

The shares of common stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933.

| Advanced Micro Devices, Inc. | | | 100 | | | 388 | | | 352 | | | 610 | | | 1,582 | | | 3,144 | | |

| S&P 500 Index | | | 100 | | | 111 | | | 135 | | | 128 | | | 171 | | | 199 | | |

| S&P 500 Semiconductors Index | | | 100 | | | 126 | | | 171 | | | 160 | | | 236 | | | 331 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020(1) | | | | | | 2019(1) | | | | | | 2018(1) | | | | | | 2017(1)(2) | | | | | | 2016(1)(2) | | | | | | | | |

| | | | In millions except per share amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenue | | | $ | 9,763 | | | | | $ | 6,731 | | | | | $ | 6,475 | | | | | $ | 5,253 | | | | | $ | 4,319 | | | | | | | |

| Net income (loss) (3) | | | $ | 2,490 | | | | | $ | 341 | | | | | $ | 337 | | | | | $ | (33) | | | | | $ | (498) | | | | | | | |

| Earnings (loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 2.10 | | | | | $ | 0.31 | | | | | $ | 0.34 | | | | | $ | (0.03) | | | | | $ | (0.60) | | | | | | | |

| Diluted | | | $ | 2.06 | | | | | $ | 0.30 | | | | | $ | 0.32 | | | | | $ | (0.03) | | | | | $ | (0.60) | | | | | | | |

| Shares used in per share calculation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 1,184 | | | | | | 1,091 | | | | | | 982 | | | | | | 952 | | | | | | 835 | | | | | | | | |

| Diluted | | | 1,207 | | | | | | 1,120 | | | | | | 1,064 | | | | | | 952 | | | | | | 835 | | | | | | | | |

| Long-term debt, net and other long-term liabilities (4) | | | $ | 507 | | | | | $ | 643 | | | | | $ | 1,306 | | | | | $ | 1,443 | | | | | $ | 1,559 | | | | | | | |

| Total assets | | | $ | 8,962 | | | | | $ | 6,028 | | | | | $ | 4,556 | | | | | $ | 3,552 | | | | | $ | 3,328 | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (1) | | | | | | 2020, 2019, 2018, and 2017 each consisted of 52 weeks, whereas 2016 consisted of 53 weeks. | | |

| (2) | | | | | | 2017 and 2016 amounts adjusted to reflect the retrospective application of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-09, *Revenue from Contracts with Customers*. | | |

| (3) | | | | | | In 2020, we recognized a $1.3 billion income tax benefit upon the release of a portion of the valuation allowance on deferred tax assets, which resulted in an equivalent increase to our deferred tax assets and thus an increase to total assets. In 2016, we recorded a charge of $340 million in Cost of sales, consisting of the $240 million value of the warrant under a warrant agreement and the $100 million payment, which were both associated with the sixth amendment to the wafer sourcing agreement (WSA) with Global Foundries. In addition, we recorded a cumulative pre-tax gain of $146 million on the sale of our 85% equity interest in the ATMP JV. | | |

| (4) | | | | | | In 2019, we reduced our long-term debt, net and other long-term liabilities by $663 million, primarily due to $628 million of net debt conversion and repayment. In 2016, we reduced our long-term debt, net and other long term liabilities by $534 million, primarily due to $1,048 million of net debt repayment, partially offset by the issuance of $805 million in principal amount of 2.125% Notes net of unamortized discount of $308 million and unamortized issuance cost of $14 million. | | |

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | | | | | December [removed: 29, 2018] [added: 28, 2019] | | |

| Net revenue | | | $ | [removed: 9,763] [added: 16,434] | | | | | $ | [removed: 6,731] [added: 9,763] | | | | | $ | [removed: 6,475] [added: 6,731] | |

| Cost of sales | | | [removed: 5,416] [added: 8,505] | | | | | | [removed: 3,863] [added: 5,416] | | | | | | [removed: 4,028] [added: 3,863] | | |

| Gross profit | | | [removed: 4,347] [added: 7,929] | | | | | | [removed: 2,868] [added: 4,347] | | | | | | [removed: 2,447] [added: 2,868] | | |

| Research and development | | | [removed: 1,983] [added: 2,845] | | | | | | [removed: 1,547] [added: 1,983] | | | | | | [removed: 1,434] [added: 1,547] | | |

| Marketing, general and administrative | | | [removed: 995] [added: 1,448] | | | | | | [removed: 750] [added: 995] | | | | | | [removed: 562] [added: 750] | | |

| Licensing gain | | | [removed: —] [added: (12)] | | | | | | [removed: (60)] [added: —] | | | | | | [removed: —] [added: (60)] | | |

| Operating income | | | [removed: 1,369] [added: 3,648] | | | | | | [removed: 631] [added: 1,369] | | | | | | [removed: 451] [added: 631] | | |

| Interest expense | | | [removed: (47)] [added: (34)] | | | | | | [removed: (94)] [added: (47)] | | | | | | [removed: (121)] [added: (94)] | | |

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (47)] [added: 55] | | | | | | [removed: (165)] [added: (47)] | | | | | | [removed: —] [added: (165)] | | |

| Income before income taxes and equity income [removed: (loss)] | | | [removed: 1,275] [added: 3,669] | | | | | | [removed: 372] [added: 1,275] | | | | | | [removed: 330] [added: 372] | | |

| Income tax provision (benefit) | | | [removed: (1,210)] [added: 513] | | | | | | [removed: 31] [added: (1,210)] | | | | | | [removed: (9)] [added: 31] | | |

| Equity income [removed: (loss)] in investee | | | [removed: 5] [added: 6] | | | | | | [removed: —] [added: 5] | | | | | | [removed: (2)] [added: —] | | |

| Net income | | | $ | [removed: 2,490] [added: 3,162] | | | | | $ | [removed: 341] [added: 2,490] | | | | | $ | [removed: 337] [added: 341] | |

| Basic | | | $ | [removed: 2.10] [added: 2.61] | | | | | $ | [removed: 0.31] [added: 2.10] | | | | | $ | [removed: 0.34] [added: 0.31] | |

| Diluted | | | $ | [removed: 2.06] [added: 2.57] | | | | | $ | [removed: 0.30] [added: 2.06] | | | | | $ | [removed: 0.32] [added: 0.30] | |

| Basic | | | [removed: 1,184] [added: 1,213] | | | | | | [removed: 1,091] [added: 1,184] | | | | | | [removed: 982] [added: 1,091] | | |

| Diluted | | | [removed: 1,207] [added: 1,229] | | | | | | [removed: 1,120] [added: 1,207] | | | | | | [removed: 1,064] [added: 1,120] | | |

| Net change in unrealized gains (losses) on cash flow hedges | | | [removed: 17] [added: (20)] | | | | | | [removed: 8] [added: 17] | | | | | | [removed: (14)] [added: 8] | | |

| Total comprehensive income | | | $ | [removed: 2,507] [added: 3,142] | | | | | $ | [removed: 349] [added: 2,507] | | | | | $ | [removed: 325] [added: 349] | |

| | | | December [added: 25, 2021 | | | | | | December] 26, 2020 | | | | | | December 28, 2019 | | |

| Cash and cash equivalents | | | $ | [added: 2,535 | | | | | $ |] 1,595 | | | | | $ | 1,466 | |

| Short-term investments | | | [removed: 695] [added: 1,073] | | | | | | [removed: 37] [added: 695] | | |

| Accounts receivable, net | | | [removed: 2,066] [added: 2,706] | | | | | | [removed: 1,859] [added: 2,066] | | |

| Inventories | | | [removed: 1,399] [added: 1,955] | | | | | | [removed: 982] [added: 1,399] | | |

| Receivables from related parties | | | [removed: 10] [added: 2] | | | | | | [removed: 20] [added: 10] | | |

| Prepaid expenses and other current assets | | | [removed: 378] [added: 312] | | | | | | [removed: 233] [added: 378] | | |

| Total current assets | | | [removed: 6,143] [added: 8,583] | | | | | | [removed: 4,597] [added: 6,143] | | |

| Property and equipment, net | | | [removed: 641] [added: 702] | | | | | | [removed: 500] [added: 641] | | |

| Operating lease right-of-use assets | | | [removed: 208] [added: 367] | | | | | | [removed: 205] [added: 208] | | |

| Investment: equity method | | | [removed: 63] [added: 69] | | | | | | [removed: 58] [added: 63] | | |

| Deferred tax assets | | | [removed: 1,245] [added: 931] | | | | | | [removed: 22] [added: 1,245] | | |

| Other non-current assets | | | [removed: 373] [added: 1,478] | | | | | | [removed: 357] [added: 373] | | |

| Total assets | | | $ | [removed: 8,962] [added: 12,419] | | | | | $ | [removed: 6,028] [added: 8,962] | |

| Accounts payable | | | $ | [removed: 468] [added: 1,321] | | | | | $ | [removed: 988] [added: 468] | |

| Payables to related parties | | | [removed: 78] [added: 85] | | | | | | [removed: 213] [added: 78] | | |

| Accrued liabilities | | | [removed: 1,796] [added: 2,424] | | | | | | [removed: 1,084] [added: 1,796] | | |

| Other current liabilities | | | [removed: 75] [added: 98] | | | | | | [removed: 74] [added: 75] | | |

| Total current liabilities | | | [removed: 2,417] [added: 4,240] | | | | | | [removed: 2,359] [added: 2,417] | | |

| Long-term debt, net [added: of current portion] | | | [removed: 330] [added: 1] | | | | | | [removed: 486] [added: 330] | | |

| Current portion of long-term debt, net | | | 312 | | | | | | — | | |

| Repurchases of common stock | | | (1,762) | | | | | | — | | | | | | — | | |

| Cumulative effect of adoption of accounting standard | | | (8) | | | | | | — | | | | | | — | | |

| Net income | | | 3,162 | | | | | | 2,490 | | | | | | 341 | | |

| Net income | | | $ | 3,162 | | | | | $ | 2,490 | | | | | $ | 341 | |

| Stock-based compensation | | | 379 | | | | | | 274 | | | | | | 197 | | |

| Gain on equity investments, net | | | (56) | | | | | | (2) | | | | | | (1) | | |

| Repurchases of common stock | | | (1,762) | | | | | | — | | | | | | — | | |

From time to time, the Company may also sell or license portions of its intellectual property (IP) portfolio.

Income Taxes. In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, I*ncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes*, which simplifies various aspects of accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application.

The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

The adoption of this new standard resulted in the recognition of an $8.4 million deferred tax liability associated with book-tax differences in foreign equity method investments.

| Short-term Investments | | | December 25, 2021 | | | | | | December 26, 2020 | | |

| Commercial paper | | | $ | 880 | | | | | $ | 295 | |

| Time deposits | | | 193 | | | | | | 400 | | |

| Total short-term investments | | | $ | 1,073 | | | | | $ | 695 | |

Unbilled accounts receivables primarily represent work completed for development services and on custom products for which revenue has been recognized but not yet invoiced.

All unbilled accounts receivable are expected to be billed and collected within 12 months.

| Inventories | | | December 25, 2021 | | | | | | December 26, 2020 | | |

| Other Non-current Assets | | | December 25, 2021 | | | | | | December 26, 2020 | | |

| Prepaid long-term supply agreements | | | $ | 916 | | | | | $ | — | |

Prepaid long-term supply agreements relate to payments made to vendors to secure long-term supply capacity.

As of December 25, 2021, the aggregate transaction price allocated to remaining performance obligations under contracts with an original expected duration of more than one year was $197 million, of which $126 million is expected to be recognized in the next 12 months.

During 2021, the Company recorded a gain of $6 million in Equity income in investee on its consolidated statement of operations.

As of December 25, 2021 and December 26, 2020, the carrying value of the investment was zero.

During 2021, the Company recognized $12 million of licensing gain from royalty income under the agreement.

| | | | December 25, 2021 | | | | | | December 26, 2020 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Total debt (net) | | | 313 | | | | | | 330 | | |

| Less: current portion of long-term debt | | | (312) | | | | | | — | | |

| | | | | | | | | | | | |

| | | | December 25, 2021 | | | | | | December 26, 2020 | | |

| | | | | | | | | | | | |

The Revolving Credit Facility expires in June 2024.

As of December 25, 2021, the Company had $14 million of letters of credit outstanding under the Revolving Credit Facility.

The Company’s financial instruments are measured and recorded at fair value on a recurring basis, except for non-marketable equity investments in privately-held companies.

These equity investments are generally accounted for under the measurement alternative, defined as cost, less impairments, adjusted for subsequent observable price changes and are periodically assessed for impairment when events or circumstances indicate that a decline in value may have occurred.

*Fair Value Hierarchy*

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities.

| Cumulative-effect adjustment to accumulated deficit related to the adoption of ASU 2016-01, Financial Instruments | | | — | | | | | | — | | | | | | 2 | | |

| Cumulative effect adjustment to accumulated deficit related to the adoption of ASU 2016-01, Financial Instruments | | | — | | | | | | — | | | | | | 2 | | |

| Impairment of technology licenses | | | — | | | | | | — | | | | | | 45 | | |

| Deferred proceeds on sale of receivables | | | $ | — | | | | | $ | — | | | | | $ | 25 | |

In addition, AMD provides development services and sells or licenses portions of its intellectual property portfolio.

The Company uses a 52- or 53-week fiscal year ending on the last Saturday in December.

Inventories

potential uncollectible accounts receivable based on historical experience and review of their current credit quality.

The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement.

When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease.

The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization.

The operating lease ROU asset also includes any lease payments made and excludes any lease incentives.

Specific lease terms may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option.

Compensation expense is recognized over the vesting period of the applicable award using

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, *Financial Instruments*—*Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments*.

This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded.

This standard did not have an impact on the consolidated financial statements upon adoption.

In August 2020, the FASB issued ASU 2020-06, *Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.* This standard simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity by eliminating some of the models that require separating embedded conversion features from convertible instruments.

The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and enhances disclosures about the terms of convertible instruments and contracts in an entity’s own equity.

The standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted, and can be adopted through either a modified retrospective method with a cumulative effect adjustment to opening retained earnings or a full retrospective method.

The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

As of December 26, 2020, the Company had $400 million of time deposits and $295 million of commercial paper.

As of December 28, 2019, the Company had $37 million of commercial paper.

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:

| Unearned revenue | | | 22 | | | | | | 43 | | |

The Company expects to recognize $174 million of revenue allocated to remaining performance obligations in the next 12 months.

During 2018, the Company recorded a $2 million loss in Equity income (loss) in investee, which included certain expenses incurred by the Company on behalf of the ATMP JV.

The Company holds a majority interest in one of the joint ventures and a minority interest in the other.

The Company is not a primary beneficiary of the THATIC JV and, as such, the Company does not consolidate either of these entities and accounts for its equity interests in the THATIC JV under the equity method of accounting.

The Company’s share in the net losses of the THATIC JV is not recorded in the Company’s consolidated statements 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 both December 26, 2020 and December 28, 2019.

In March 2017, the Company entered into a development and intellectual property agreement (Development and IP) with the 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.

The Company classifies Development and IP income and royalty income, associated with the March 2017 agreement, as revenue once earned.

During 2018, the Company recognized $86 million of IP-related revenue upon completion of all technology milestones under the Development and IP agreement.

The Company’s receivable from the THATIC JV was $13 million as of December 28, 2019, included in Receivables from related parties on its consolidated balance sheets.

| Unamortized debt discount for 2.125% Notes | | | (7) | | | | | | (73) | | |

| Unamortized debt issuance costs for 7.50% Notes | | | (1) | | | | | | (1) | | |

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:

DISCLOSURE

As of December [removed: 26, 2020,] [added: 25, 2021,] the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).

[removed: (1) Pertain] [added: 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;

[removed: (2) Provide] [added: 2.Provide] reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. 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

[removed: (3) Provide] [added: 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.

[added: Management has concluded that the] Company’s internal control over financial reporting was effective as of December [removed: 26, 2020] [added: 25, 2021] at the reasonable assurance level.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] which is included in Part II, Item 8, above.

Management has concluded that the

PART III

Not applicable.

PART III

The information under the captions “Item 1—Election of Directors” (including “Consideration of Stockholder Nominees for Director”), “Corporate Governance,” “Meetings and Committees of the Board of Directors,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders (our [removed: 2021] [added: 2022] Proxy Statement) is incorporated herein by reference.

The information under the captions “Directors’ Compensation and Benefits” (including [removed: “2020] [added: “2021] Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Compensation Policies and Practices,” “Executive Compensation” (including [removed: “2020] [added: “2021] Summary Compensation Table,” [removed: “2020] [added: “2021] Nonqualified Deferred Compensation,” “Outstanding Equity Awards at [removed: 2020] [added: 2021] Fiscal Year-End,” “Grants of Plan-Based Awards in [removed: 2020”] [added: 2021”] and “Option Exercises and Stock Vested in [removed: 2020)] [added: 2021)] and “Severance and Change in Control Arrangements” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

The information under the captions “Principal Stockholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

RELATED STOCKHOLDER MATTERS

The information under the captions “Corporate Governance—Independence of Directors” and “Certain Relationships and Related Transactions” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

The information under the captions “Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm’s Fees” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

With the exception of the information specifically incorporated by reference in Part III of this Annual Report on Form 10-K from our [removed: 2021] [added: 2022] Proxy Statement, our [removed: 2021] [added: 2022] Proxy Statement will not be deemed to be filed as part of this report.

Without limiting the foregoing, the information under the captions “Compensation Committee Report” and “Audit Committee Report” in our [removed: 2021] [added: 2022] Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.

The financial statements of AMD are set forth in Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K, as indexed below.]

| | | | 3.2 | | | | | | [Advanced Micro Devices, Inc. Amended and Restated Bylaws, as amended [removed: on](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm) [January](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm) [](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[2](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[9](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[,](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm) [](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[2021.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)] [added: on January 29, 2021.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)] | | |

| | | | 4.1 | | | | | | [Description of Advanced Micro Devices, Inc. Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/2488/000000248820000008/ex41-10kfy19.htm)[,] [added: Stock,] filed as Exhibit 4.1 to [removed: AMD](https://www.sec.gov/Archives/edgar/data/2488/000000248820000008/ex41-10kfy19.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000000248820000008/ex41-10kfy19.htm)[s] [added: AMD’s] Annual Report on Form 10-K for the period ended December 28, 2019, [removed: is](https://www.sec.gov/Archives/edgar/data/2488/000000248820000008/ex41-10kfy19.htm) [hereby] [added: is hereby] incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000008/ex41-10kfy19.htm) | | |

| | | | *10.46 | | | | | | [Outside Director Equity Compensation Policy, as amended and restated, dated as [removed: of](https://www.sec.gov/Archives/edgar/data/2488/000000248820000051/exh101amdoutdireqcompp.htm) [February] [added: of February] 12, 2020, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000051/exh101amdoutdireqcompp.htm) | | |

| | | | *10.50 | | | | | | [Wafer Supply Agreement, among Advanced Micro Devices, Inc., The Foundry Company and AMD Fab Technologies US, Inc., dated March 2, 2009, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form [removed: 10-Q](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh101amdq310q20.htm) [for] [added: 10-Q for] the fiscal quarter ended September 26, 2020, is hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh101amdq310q20.htm). | | |

| | | | *10.51 | | | | | | [Wafer Supply Agreement Amendment No. 1, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc., GLOBALFOUNDRIES U.S. Inc. and GLOBALFOUNDRIES Singapore. Pte. Ltd., dated March 29, 2011, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form [removed: 10-Q](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/ex102amdq310q20.htm) [for] [added: 10-Q for] the fiscal quarter ended September 26, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/ex102amdq310q20.htm) | | |

| | | | 10.58 | | | | | | [Company-Provided Business Aircraft Usage and Commercial Travel by Personal Guests Policy revised as of January 25, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)[, filed as Exhibit 10.58 to AMD](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)[s Annual R](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)[eport on Form 10-K for the fiscal year ended December 26, 2020, is hereby inco](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)[rporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/exh10_58jetpolicy1x25x2021.htm)] | | |

| | | | 21 | | | | | | [List of AMD [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex21-10kfy20.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex21-10kfy21.htm)] | | |

| | | | 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex23-10kfy20.htm).] [added: Firm](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex23-10kfy21.htm).] | | |

| | | | 24 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex24-10kfy20.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex24-10kfy21.htm)] | | |

| | | | 31.1 | | | | | | [Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex311-10kfy20.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex311-10kfy21.htm)] | | |

| | | | 31.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex312-10kfy20.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex312-10kfy21.htm)] | | |

| | | | 32.1 | | | | | | [Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex321-10kfy20.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex321-10kfy21.htm)] | | |

| | | | 32.2 | | | | | | [Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex322-10kfy20.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex322-10kfy21.htm)] | | |

Index to Consolidated Financial Statements

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Consolidated Statements of Operations](#ib7cf537e07124691a6505a5505cd30c3_106) | | | | | | [48](#ib7cf537e07124691a6505a5505cd30c3_106) | | |

| [Consolidated Statements of Comprehensive Income](#ib7cf537e07124691a6505a5505cd30c3_109) | | | | | | [49](#ib7cf537e07124691a6505a5505cd30c3_109) | | |

| [Consolidated Balance Sheets](#ib7cf537e07124691a6505a5505cd30c3_112) | | | | | | [50](#ib7cf537e07124691a6505a5505cd30c3_112) | | |

| [Consolidated Statements of Stockholders’ Equity](#ib7cf537e07124691a6505a5505cd30c3_115) | | | | | | [51](#ib7cf537e07124691a6505a5505cd30c3_115) | | |

| [Consolidated Statements of Cash Flows](#ib7cf537e07124691a6505a5505cd30c3_118) | | | | | | [52](#ib7cf537e07124691a6505a5505cd30c3_118) | | |

| [Notes to Consolidated Financial Statements](#ib7cf537e07124691a6505a5505cd30c3_121) | | | | | | [54](#ib7cf537e07124691a6505a5505cd30c3_121) | | |

| [Report](#ib7cf537e07124691a6505a5505cd30c3_187)[s](#ib7cf537e07124691a6505a5505cd30c3_187) [of Independent Registered Public Accounting Firm](#ib7cf537e07124691a6505a5505cd30c3_187) (PCAOB ID: 42) | | | | | | [82](#ib7cf537e07124691a6505a5505cd30c3_187) | | |

| | | | *10.59 | | | | | | [Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_1prsu2021agreementsv.htm) | | |

| | | | *10.60 | | | | | | [Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_2rsu2021agreementsvp.htm) | | |

| | | | *10.61 | | | | | | [Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_3stockoption2021agre.htm) | | |

| | | | *10.62 | | | | | | [Amended and Restated Wafer Supply Agreement Amendment No. 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc. and GLOBALFOUNDRIES U.S. Inc., dated as of May 12, 2021, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_4amd-wsaamendment7ar.htm) | | |

| | | | *10.63 | | | | | | [First Amendment to Amended and Restated Wafer Supply Agreement No. 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc. and GLOBALFOUNDRIES U.S. Inc., dated December 23, 2021.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm) | | |

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| [removed: January 29, 2021] [added: February 3, 2022] | | | ADVANCED MICRO DEVICES, INC. | | | | | | [added: | | |]

| | | | By: | | | */s/*Devinder Kumar | | | [added: | | |]

| | | | | | | Devinder Kumar | | | [added: | | |]

| | | | | | | Executive Vice President, Chief Financial Officer, and Treasurer | | | [added: | | |]

| [added: | | |] Signature | | | | | | Title | | | | | | Date | | |

| [added: | | |] /s/Lisa T. Su | | | | | | President and Chief Executive Officer (Principal Executive Officer), Director | | | | | | [removed: January 29, 2021] [added: February 3, 2022] | | |

| [added: | | |] Lisa T. Su | | | | | | | | | | | | | | |

| [added: | | |] /s/Devinder Kumar | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | | | | [removed: January 29, 2021] [added: February 3, 2022] | | |

| [added: | | |] Devinder Kumar | | | | | | | | | | | | | | |

| [added: | | |] /s/Darla Smith | | | | | | Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | | | | [removed: January 29, 2021] [added: February 3, 2022] | | |

| [added: | | |] Darla Smith | | | | | | | | | | | | | | |

| [added: | | |] * | | | | | | Director, Chairman of the Board | | | | | | [removed: January 29, 2021] [added: February 3, 2022] | | |

| [added: | | |] John E. Caldwell | | | | | | | | | | | | | | |

| [added: | | |] Nora M. Denzel | | | | | | | | | | | | | | |

| [added: | | |] Dermot Mark Durcan | | | | | | | | | [removed: January 29, 2021] | | | | | |

| [added: | | |] Michael P. Gregoire | | | | | | | | | | | | | | |

| [added: | | |] Joseph A. Householder | | | | | | | | | | | | | | |

| [added: | | |] John W. Marren | | | | | | | | | | | | | | |

| [added: | | |] Abhi Y. Talwalkar | | | | | | | | | | | | | | |

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| * | | | | | | Director | | | | | | January 29, 2021 | | |

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