Advanced Micro Devices (AMD) 10-K risk factor changes: FY2022 vs FY2021

- Our revenue from our semi-custom [removed: SoC] [added: System-on-Chip (SoC)] products is dependent upon our semi-custom SoC products being incorporated into customers’ products and the success of those products.

[removed: - Our] [added: Our] ability to design and introduce new products in a timely manner [removed: is dependent upon] [added: includes use of] third-party intellectual [removed: property.][added: property.]

- We depend on third-party companies for the design, manufacture and supply of motherboards, software, memory and other computer platform components to support our [removed: business.][added: business and products.]

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

[removed: Xilinx Merger and] [added: Merger,] Acquisition [added: and Integration] Risks

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

[removed: - The] [added: The] agreements governing our [removed: notes] [added: notes, our guarantees of the Assumed Xilinx Notes,] and our Revolving Credit [removed: Facility] [added: Agreement] impose restrictions on us that may adversely affect our ability to operate our [removed: business.][added: business.]

- We may incur future impairments of [removed: goodwill and] technology license purchases.

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

Intel’s position in the [removed: microprocessor market,] [added: microprocessor, and integrated graphics chipset markets,] 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.

Uncertain global economic conditions have [removed: in the past] and may in the future adversely impact our [removed: business, including, without limitation, a slowdown in the Chinese economy, one of the largest global markets for desktop and notebook PCs.][added: business.]

Any inability of our current or potential future customers to pay us for [removed: our products may adversely affect our earnings and cash flow.]

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

We have experienced and expect to continue to experience disruptions to our business as these [added: changing] measures have, and will continue to have, an effect on our business operations and practices.

It is uncertain as to when [removed: the] [added: all health] measures put in place to attempt to contain the spread of COVID-19 will be [removed: lifted or whether there will be additional measures put into place.][added: lifted.]

If [removed: COVID-19 continues to spread or if] there are further waves of the virus, [added: health measures may be reimplemented and] we may need to further limit operations or modify our business practices in a manner that may impact our business.

If our employees are not able to perform their job duties due to self-isolation, quarantine, [added: lockdown measures,] unavailability of [removed: COVID-19] [added: COVID 19] tests, travel restrictions or illness, a reluctance or 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.

[removed: We] [added: While our employees gradually return to office, we] continue to monitor our operations and public health measures implemented by governmental authorities in response to COVID-19.

Although some public health measures have [removed: eased and a small portion of our employees are at work in certain offices,] [added: eased,] our efforts to reopen our offices safely may not be successful and could expose our employees to health risks.

Even when COVID-19 [added: health] measures [removed: regarding mobility] are lifted or modified, our employees’ ability [added: or willingness] to return to work may delay the return of our full workforce and the resumption of normal business operations.

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

Even in times of [removed: robust] [added: strong] demand for our products, [removed: 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.

While we believe our cash, cash equivalents and short-term investments along with our Revolving Credit [removed: Facility] [added: Agreement] and cash flows from operations will be sufficient to fund operations, including capital [removed: expenditures] [added: expenditures,] and purchase commitments, over the next 12 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.

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 [added: (VR)] 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, [added: ease of use and functionality of software design tools, completeness of applicable software solutions,] security and stability, brand recognition and availability.

In addition, Intel is [removed: seeking to expand] [added: expanding] its position in integrated graphics for the PC market with high-end discrete graphics solutions for a broad range of computing segments, which may negatively impact our ability to compete in these computing segments.

We cannot [removed: assure you] [added: guarantee] that we will be able to compete successfully against current or new competitors who may have stronger positions in these new markets or superior ability to anticipate customer requirements and emerging industry trends.

[removed: A large portion of our Computing and Graphics revenue is focused on] [added: In] the [removed: consumer desktop PC] [added: past, revenues from the Client] and [removed: notebook segments, which] [added: Gaming segments] have [removed: in the past] experienced a decline driven by, among other factors, the adoption of smaller and other form factors, increased competition and changes in replacement cycles.

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®5,] [added: PlayStation® 5,] Microsoft® [removed: Xbox™] [added: XboxTM] Series S and Microsoft® [removed: Xbox™] [added: XboxTM] Series X game console systems and next generation consoles for Sony and Microsoft, worldwide.

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

We have incurred substantial losses in [removed: recent] [added: previous] downturns, due to substantial declines in average selling prices; the cyclical nature of supply and demand imbalances in the semiconductor industry; a decline in demand for end-user products (such as PCs) that incorporate our products; and excess inventory levels.

Whenever we believe appropriate, we hedge a portion of our [removed: short-term] foreign currency exposure to protect against fluctuations in currency exchange rates.

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

If we experience supply constraints from our third-party manufacturing suppliers, we may be required to allocate the [added: reduced quantities of] affected products amongst our customers, which could have a material adverse effect on our relationships with these customers and on our financial condition.

[removed: For example, if] [added: If] TSMC is not able to manufacture wafers for our products at 7 nm 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 notice, require [added: onerous] 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 schedules, [added: yield, cycle times,] quality [removed: assurance and] [added: assurance,] 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.

Moreover, if any of our third-party manufacturers [added: (or their subcontractors)] suffer any damage to facilities, lose benefits under material agreements, experience power outages, lack sufficient capacity to manufacture our products, encounter financial difficulties, are unable to secure necessary raw materials from their suppliers, suffer any other disruption or reduction in efficiency, or experience uncertain [removed: social] [added: social,] economic or political circumstances or conditions, we may encounter supply delays or disruptions.

If we experience problems with product quality or are unable to secure sufficient capacity from a particular third-party manufacturer, or if we for other reasons cease utilizing one of those [removed: suppliers,] [added: manufacturers,] we may be unable to [added: timely] secure an alternative supply for any specific [removed: product in a short time frame.][added: product.]

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 this agreement is in place through 2025.

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

- We may encounter difficulties in upgrading and operating our new enterprise resource planning (ERP) system, which could materially adversely affect us.

We also compete with Intel in field programmable gate arrays (FPGAs) and Adaptive SoC products.

We experienced a decline in our Client segment revenue as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain in the second half of 2022.

our products may adversely affect our earnings and cash flow.

In the second half of 2022, we experienced a decline in our Client segment revenue as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain.

Our Client segment revenue is focused on the consumer desktop and notebook PC segments, which in the second half of 2022 experienced a decline as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain.

We also utilize TSMC, United Microelectronics Corporation (UMC) and Samsung Electronics Co., Ltd. for our integrated circuits (IC) in the form of programmable logic devices.

Our third-party package assembly partners are responsible for packaging technology used to fabricate our products.

Moreover, we rely on TSMC, UMC and our other foundries to produce wafers with competitive performance attributes for our IC products.

Therefore, the foundries, particularly TSMC which manufactures our newest IC products, must be able to transition to advanced manufacturing process technologies and increased wafer sizes, produce wafers at acceptable yields and deliver them in a timely manner.

We cannot be certain that our ongoing investments in new products and

AMD and companies like AMD and our vendors and customers have been increasingly subject to cybersecurity attempts and threats.

The increased prevalence of work-from-home arrangements at AMD

and our providers has presented additional operational risks and cybersecurity attack vectors to our IT systems.

Cyber-attacks have and may come into our IT system through the compromise of our users’ access credentials.

Users’ access credentials can be compromised by phishing, vishing, smishing, multi-factor authentication (MFA) prompt bombing, hacking, or other social engineering, cybersecurity, or theft activities.

We also provide sensitive information to vendors, customers and contractors.

We may encounter difficulties in upgrading and operating our new enterprise resource planning system, which could materially adversely affect us.

We are currently upgrading our enterprise resource planning (ERP) system to help us manage our operations and financial reporting.

The adoption of a new ERP system is a major undertaking and poses several challenges, both financially and from a management and personnel perspective.

Costs and risks inherent in the conversion to our upgraded and new system may include disruptions to business continuity, difficulty in maintaining effective internal controls, administrative and technical problems, interruptions or delays in sales processes, expenditure overruns, and data migration issues.

If we do not properly address or mitigate these issues it could result in increased costs and the diversion of management’s attention and resources, negatively impacting our operating results and ability to effectively manage our business.

Moreover, once our ERP system is upgraded, it may not operate as we expect it to

and cause disruption to our operations.

There are no assurances that our new ERP system will be successfully implemented and the failure to do so could have a material adverse effect on our business.

For example, in the second half of 2022, we experienced a decline in our Client segment revenue as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain.

Excess or obsolete inventory have and may in the future result in write-downs of the value of our inventory.

For example, in the third quarter of 2022, we recorded certain charges primarily for inventory, pricing and related reserves in the Gaming and Client segments.

of current or future products that are based on, utilized in, or support our products, or laws are adopted that result in the same, our business could be materially adversely affected.

power anomalies or outages, natural disasters, viruses or malware, cyber-attacks, insider threat attacks, unauthorized system or data modifications, data breaches and computer system or network failures, exposing us to significant cost, reputational harm and disruption or damage to our business.

Specifically, United States-China trade relations remain uncertain as the United States continues to add more Chinese companies to the Entity List and more regulations targeted to advanced computing, semiconductor manufacturing, and AI.

Further, the United States and other countries and coalitions have issued sanctions and revisions to export control and other regulations against Russia, Belarus or the DNR or LNR regions of Ukraine, due to the conflict in Ukraine.

BIS has issued new requirements that prevent us from shipping MI250 and MI250X integrated circuits to China and Russia without a license.

BIS may possibly issue new licensing requirements and regulatory controls in the future.

Export control restrictions may adversely impact the ability of our research and development teams located outside of the United States from executing our product roadmaps in a timely manner or at all.

We may, from time to time, receive technical data from third parties that is subject to the International Traffic and Arms Regulations (ITAR), which are administered by the U.S. Department of State.

EAR and ITAR govern the export and re-export of certain AMD products, including FPGAs, and the transfer of related technologies, whether in the U.S. or abroad, and the provision of services.

We are required to maintain an internal compliance program and security infrastructure to meet EAR and ITAR requirements.

An inability to obtain the required export licenses, or to predict when they will be granted, increases the difficulties of forecasting shipments.

In addition, security or compliance program failures that could result in penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our products less attractive to overseas customers, could have a material adverse effect on our business, financial condition and/or operating results.

- Our ability to complete the Xilinx Merger is subject to closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the Xilinx Merger not to be completed.

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

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, we continue to have many of our employees work from home until further notice.

Also, due to measures to slow down the 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.

Our product roadmap includes our next-generation AMD Ryzen™, AMD Radeon™ and AMD EPYC™ processors.

We believe that companies like AMD have been increasingly subject to a wide variety of security incidents, cyber-attacks, hacking and phishing attacks, business and system disruption attacks, and other attempts to gain unauthorized access.

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.

In October 2019, the BIS added additional Chinese entities to the Entity List.

Specifically, United States-China trade relations remain uncertain.

The United States administration has announced tariffs on certain products imported into the United States with China as the country of origin, and China has imposed tariffs in response to the actions of the United States.

We are taking steps to mitigate the impact of these tariffs on our business and AMD processor-based products.

Our business is subject to potential tax liabilities, including as a result of tax regulation changes.

For example, on October 26, 2020, we, along with a direct wholly-owned subsidiary of ours, entered into an Agreement and Plan of Merger (the Merger Agreement) with Xilinx, Inc. (Xilinx), whereby we agreed to acquire Xilinx (the Merger).

We entered into the Merger Agreement with the belief that the Merger will result in certain benefits, including certain operational synergies and cost efficiencies, and drive product innovations.

Our ability to complete the Xilinx Merger is subject to closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the Xilinx Merger not to be completed.

The Merger is subject to a number of closing conditions as specified in the Merger Agreement.

These include, among others, the receipt of approvals under certain competition laws and the absence of governmental restraints or prohibitions preventing the consummation of the Merger.

No assurance can be given that the required consents and approvals will be obtained or that the closing conditions will be satisfied in a timely manner or at all.

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.

Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve.

We cannot provide any assurances that these conditions will not result in the abandonment or delay of the Merger.

The occurrence of any of these events could have a material adverse effect on our results of operations and the trading price of our common stock.

Additionally, under the Merger Agreement, Xilinx will be required to pay a termination fee to us equal to $1 billion if the Merger Agreement is terminated in certain circumstances, including if the Merger Agreement is terminated because Xilinx’s board of directors has changed its recommendation.

We will be required to pay a termination fee to Xilinx equal to $1.5 billion if the Merger Agreement is terminated in certain circumstances, including if the Merger Agreement is terminated because our board of directors has changed its recommendation.

We will be required to pay a termination fee equal to $1 billion if the Merger Agreement is terminated in certain circumstances related to the failure to obtain required regulatory approvals by October 26, 2021 (subject to automatic extension first to January 26, 2022 and then to April 26, 2022, in each case, to the extent the regulatory closing conditions remain outstanding).

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

Whether or not it is completed, the announcement and pendency of the Merger could cause disruptions in our business: our and Xilinx’s current and prospective employees may experience uncertainty about their future roles with the combined company, which might adversely affect the ability to retain key employees; uncertainty regarding the completion of the Merger may cause customers, suppliers, distributors, vendors, strategic partners or others to delay or defer entering into contracts, make other decisions or seek to change or cancel existing business relationships; and the attention of management may be directed toward the completion of the Merger.

If the Merger is not completed, we will have incurred significant costs, including the potential payment of termination fees and the diversion of management resources, for which we will have received little or no benefit.

In addition, the Revolving Credit Facility’s credit agreement (Credit Agreement) restricts our ability to make cash payments on the notes to the extent that (i) on the date of such payment, an event of default exists under the Credit Agreement or would result therefrom or (ii) if we would have, on a pro forma basis after giving effect to such payment, a consolidated total leverage ratio that exceeds 3.50x.

Any of our future debt agreements may contain similar restrictions.

If under certain circumstances we fail to make a cash payment on a series of notes when required by the applicable indenture, it would constitute an event of default under such indenture, which, in turn, could constitute an event of default under the agreements governing our other indebtedness.

Our Revolving Credit Facility also contains various covenants which limit our ability to, among other things, incur additional indebtedness and liens, make certain investments, merge or consolidate with other entities, make certain dispositions, create any encumbrance on the ability of a subsidiary to make any upstream payments, make payments with respect to subordinated debt or certain borrowed money prior to its due date and enter into any non-arm’s-length transaction with an affiliate (in each case, except for certain customary exceptions).

We perform our annual goodwill impairment analysis as of the first day of the fourth quarter of each year.

The occurrence of any of these events may require us to record future goodwill impairment charges.

The following discussion should be read in conjunction with the consolidated financial statements as of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020] [added: 25, 2021] and for each of the three years in the period ended December [removed: 25, 2021] [added: 31, 2022] 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, “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: 2021] [added: 2022] compared to [removed: 2020,] [added: 2021,] an analysis of changes in our financial condition and a discussion of our off-balance sheet arrangements.

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 26, 2020.][added: 25, 2021.]

Net revenue for [removed: 2021] [added: 2022] was [removed: $16.4] [added: $23.6] billion, an increase of [removed: 68%] [added: 44%] compared to [removed: 2020] [added: 2021] net revenue of [removed: $9.8] [added: $16.4] billion.

Gross margin, as a percentage of net revenue for [removed: 2021,] [added: 2022,] was [removed: 48%,] [added: 45%,] compared to [removed: 45%] [added: 48%] in [removed: 2020.][added: 2021.]

[removed: Our operating] [added: Operating] income for [removed: 2021 improved to $3.6] [added: 2022 was $1.3] billion compared to operating income of [removed: $1.4] [added: $3.6] billion for [removed: 2020.][added: 2021.]

[removed: Our net] [added: Net] income for [removed: 2021 improved to $3.2] [added: 2022 was $1.3] billion compared to [removed: $2.5] [added: $3.2] billion in the prior year.

Cash, cash equivalents and short-term investments as of December [removed: 25, 2021] [added: 31, 2022] were [removed: $3.6] [added: $5.9] billion, compared to [removed: $2.3] [added: $3.6] billion at the end of [removed: 2020.][added: 2021.]

[removed: The] [added: Our] aggregate principal amount of total debt as of December [removed: 25, 2021] [added: 31, 2022] was [removed: $313 million,] [added: $2.5 billion,] compared to [removed: $338] [added: $313] million as of December [removed: 26, 2020.][added: 25, 2021.]

We also [removed: announced] [added: introduced] the AMD Ryzen PRO [removed: 5000] [added: 7030] Series Mobile [removed: Processors powered with our] [added: processors built on] “Zen 3” core [removed: architecture for business laptops.][added: architecture.]

Although the current COVID-19 pandemic continues to impact our business operations and practices, we experienced limited disruptions during [removed: 2021.][added: 2022.]

We [removed: are also monitoring] [added: continue to monitor] our operations and public health measures implemented by governmental authorities in response to the pandemic.

During the twelve months ended December [removed: 25, 2021,] [added: 31, 2022,] we [removed: repurchased 16.7] [added: returned a total of $3.7 billion to shareholders through the repurchase of 36.3] million shares of [removed: our] common stock under [removed: the Repurchase Program, for a total cash outlay of $1.8 billion.][added: our stock repurchase program.]

As of December [removed: 25, 2021, $2.2] [added: 31, 2022, $6.5] billion remained available for future stock repurchases under this program.

We evaluate our estimates on an on-going basis, including those related to our revenue, inventories, [removed: goodwill] [added: business combination, goodwill, long-lived] and [added: intangible assets, and] income taxes.

We determine the net amount of consideration to which we are entitled by estimating the most likely amount of consideration we expect to receive from the customer after adjustments to the contract price for rights of return and rebates to our [removed: OEM] [added: original equipment manufacturers (OEM)] customers and rights of return, rebates and price protection on unsold merchandise to our distributor customers.

[removed: *Goodwill.*] We perform our goodwill impairment analysis as of the first day of the fourth quarter of each year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on a more frequent basis.

The analysis may include both qualitative and quantitative factors to assess the likelihood of an [removed: impairment.][added: impairment, which occurs when the carrying value of a reporting unit exceeds its fair value.]

Through the end of [removed: 2021,] [added: 2022,] we continue to maintain a valuation allowance of approximately [removed: $1.7] [added: $2.1] billion for certain federal, state, and foreign tax attributes.

[removed: We] [added: As a result, we] report our financial performance based on the following [removed: two] [added: four] reportable segments: [removed: Computing and Graphics, and Enterprise, Embedded] [added: Data Center, Client, Gaming,] and [removed: Semi-Custom.][added: Embedded.]

Additional information on our reportable segments is contained in Note [removed: 14] [added: 4] – Segment Reporting of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K).

The following table provides a summary of net revenue and operating income (loss) by segment for [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020 | | | | | |] [added: 25, 2021] | | |

| | | | (In millions) | | | | | | | | | [removed: | | | | | |]

| Net revenue: | | | | | | | | | | | | [removed: | | | | | |]

| Total net revenue | | | $ | [removed: 16,434] [added: 23,601] | | | | | $ | [removed: 9,763 | | | | | |] [added: 16,434] | |

| Operating income (loss): | | | | | | | | | | | | [removed: | | | | | |]

| Total operating income [added: (loss)] | | | $ | [removed: 3,648] [added: 1,264] | | | | | $ | [removed: 1,369 | | | | | |] [added: 3,648] | |

The increase in average selling price was primarily driven by a richer mix of [removed: Ryzen, Radeon and AMD Instinct products.][added: Ryzen mobile processor sales.]

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

The increase in operating income was primarily [removed: due to the] [added: driven by] higher [removed: revenue and improved margin in the segment which more than] [added: revenue, partially] offset [added: by] higher operating expenses.

All Other operating loss of [removed: $421] [added: $409] million in 2021 [removed: included stock-based compensation expense] [added: primarily consisted] of $379 million [removed: and acquisition-related costs] of [added: stock-based compensation expense and] $42 [removed: million.][added: million of acquisition-related costs.]

The following is a summary of certain consolidated statement of operations data for [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| Net revenue | | | $ | [removed: 16,434] [added: 23,601] | | | | | $ | [removed: 9,763] [added: 16,434] | | | | | | | |

| Cost of sales | | | [removed: 8,505] [added: 11,550] | | | | | | [removed: 5,416] [added: 8,505] | | | | | | | | |

| Gross profit | | | [removed: 7,929] [added: 10,603] | | | | | | [removed: 4,347] [added: 7,929] | | | | | | | | |

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

| Research and development | | | [removed: 2,845] [added: 5,005] | | | | | | [removed: 1,983] [added: 2,845] | | | | | | | | |

| Marketing, general and administrative | | | [removed: 1,448] [added: 2,336] | | | | | | [removed: 995] [added: 1,448] | | | | | | | | |

| Licensing gain | | | [removed: (12)] [added: (102)] | | | | | | [removed: —] [added: (12)] | | | | | | | | |

2022 was a transformative year for AMD as we took several major steps that scaled and reshaped our business.

In February 2022, we completed our strategic acquisition of Xilinx, Inc. (Xilinx) which expanded our technology and product portfolio to include adaptable hardware platforms that enable hardware acceleration and rapid innovation across a variety of technologies and established AMD in multiple embedded markets where we have traditionally not had a significant presence.

We now offer Field Programmable Gate Arrays (FPGAs), Adaptive SoCs, and Adaptive Compute Acceleration Platform (ACAP) products.

With the acquisition of Xilinx, we have access to a new set of markets and customers, further strengthening and diversifying our business model.

In May 2022, we expanded our data center solutions capabilities with the acquisition of Pensando Systems, Inc. (Pensando).

We now offer high-performance data processing units (DPUs) and a software stack that complements our existing products.

With the Xilinx and Pensando acquisitions, we are well positioned to provide the industry’s broadest set of leadership compute engines and accelerators to help enable best performance, security, flexibility and total cost of ownership for leading-edge data centers.

Our 2022 financial results reflect the strength of our diversified business model despite the challenging PC market conditions in the second half of 2022.

The increase in net revenue was driven by a 64% increase in Data Center segment revenue primarily due to higher sales of our EPYC™ server processors, a 21% increase in Gaming segment revenue primarily due to higher semi-custom product sales, and a significant increase in Embedded segment revenue from the prior year period driven by the inclusion of Xilinx embedded product sales.

This growth was partially offset by a 10% decrease in Client segment revenue primarily due to lower processor shipments driven by a weak PC market and significant inventory correction actions across the PC supply chain.

The decrease in gross margin was primarily due to amortization of intangible assets associated with the Xilinx acquisition.

The decrease in operating income was primarily driven by amortization of intangible assets associated with the Xilinx acquisition.

The decrease in net income was primarily driven by lower operating income.

We took several actions in 2022 to strengthen our financial position.

In June 2022, we issued $1.0 billion in aggregate principal amount of senior notes, consisting of $500 million in aggregate principal amount of 3.924% Senior Notes due 2032 (3.924% Notes) and $500 million in aggregate principal amount of 4.393% Senior Notes due 2052 (4.393% Notes).

The 3.924% Notes will mature on June 1, 2032 and bear interest at a rate of 3.924% per annum, and the 4.393% Notes will mature on June 1, 2052 and bear interest at a rate of 4.393% per annum.

The 3.924% Notes and the 4.393% Notes are senior unsecured obligations.

We also entered into a revolving credit agreement in June 2022.

The agreement provides for a five-year unsecured revolving credit facility in the aggregate principal amount of $3.0 billion.

There were no funds drawn from this facility during the year ended December 31, 2022.

In November 2022, we established a new commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum principal amount outstanding at any time of $3.0 billion with a maturity of up to 397 days from the date of issue.

The commercial paper will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of issuance.

As of December 31, 2022, we had no commercial paper outstanding.

We continued executing our product technology roadmap by delivering a number of new leadership products and technologies during 2022.

For Data Center, we launched our 4th Gen AMD EPYC™ processors with next-generation architecture, technology and features, and designed to deliver optimizations across market segments and applications, while helping businesses free data center resources to create additional workload processing and accelerate output.

We also unveiled our 3rd Gen AMD EPYC processors with AMD 3D V-Cache technology for leadership performance in technical computing workloads.

We introduced the 7 nm Versal™ ACAP VCK5000 development card designed to offer leadership AI inference performance.

We announced the availability of the AMD Instinct™ ecosystem, the new AMD Instinct MI210 accelerator and ROCm™ 5 software.

Together the AMD Instinct and ROCm ecosystem offers exascale-class technology to a broad base of high performance computing (HPC) and artificial intelligence (AI) customers, designed to address the demand for compute-accelerated data center workloads and reduce the time to insights and discoveries.

In the Embedded segment, we introduced the AMD Ryzen™ Embedded R2000 Series, second-generation mid-range system-on-chip processors optimized for a wide range of industrial and robotics systems, machine vision, IoT (Internet of Things) and thin-client equipment.

We also introduced the Kria™ KR260 Robotics Starter Kit, the latest addition to the Kria portfolio.

The kit enables rapid development of hardware-accelerated applications for robotics, machine vision and industrial communication and control.

For the Client segment, we introduced the Ryzen 7000 Series Desktop processors powered by the new “Zen 4” architecture for gamers, enthusiasts, and content creators.

Along with the introduction of the Ryzen 7000 Series Desktop processors, we also unveiled the new Socket AM5 platform featuring four new chipsets.

These new desktop processors are designed for gamers, enthusiasts, and content creators.

We introduced AMD Ryzen 7000 Mobile processors with up to 16 “Zen 4” architecture cores.

We also introduced the AMD Ryzen 6000 Series Mobile processors, built on “Zen 3+” architecture and includes AMD RDNA™ 2 architecture based on integrated graphics.

We launched the AMD Ryzen 5000 C-Series processors bringing “Zen 3” architecture to premium Chrome OS devices for work and collaboration.

The processors offer up to eight high performance x86 cores.

For workstations, we introduced the new AMD Ryzen Threadripper™ PRO 5000 WX-Series workstation processors designed for professionals to run demanding workstation applications.

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.

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.

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.

As part of our strategy to establish AMD as the industry’s high performance computing leader, we announced in October 2020 that we entered into a definitive agreement to acquire Xilinx, Inc. in an all-stock transaction.

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.

We first analyze qualitative factors to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount.

Qualitative factors include industry and market considerations, overall financial performance, share price trends and market capitalization and Company-specific events.

If we conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, we do not proceed to perform a quantitative impairment test.

If we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value.

A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value.

Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions.

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

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

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

| Computing and Graphics | | | $ | 9,332 | | | | | $ | 6,432 | | | | | | | |

| Enterprise, Embedded and Semi-Custom | | | 7,102 | | | | | | 3,331 | | | | | | | | |

| Computing and Graphics | | | $ | 2,090 | | | | | $ | 1,266 | | | | | | | |

| Enterprise, Embedded and Semi-Custom | | | 1,979 | | | | | | 391 | | | | | | | | |

As of December [removed: 25, 2021,] [added: 31, 2022,] our investment portfolio consisted of [added: fixed income instruments,] time deposits and commercial paper.

As of December [removed: 25, 2021,] [added: 31, 2022,] all of our outstanding long-term debt had fixed interest rates.

As of December [removed: 25, 2021,] [added: 31, 2022,] 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: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020.][added: 25, 2021.]

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | | | | | | | | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | | | | | | | | | |

| Chinese Renminbi | | | $ | [removed: 360] [added: 599] | | | | | [removed: 6.5693] [added: 6.7848] | | | | | | $ | [removed: 6] [added: (3)] | | | | | $ | [removed: 261] [added: 360] | | | | | [removed: 6.8160] [added: 6.5693] | | | | | | $ | [removed: 8] [added: 6] | |

| Canadian Dollar | | | [removed: 416] [added: 607] | | | | | | [removed: 1.2646] [added: 1.3137] | | | | | | [removed: (6)] [added: (16)] | | | | | | [removed: 247] [added: 416] | | | | | | [removed: 1.3165] [added: 1.2646] | | | | | | [removed: 6] [added: (6)] | | |

| Indian Rupee | | | [removed: 162] [added: 516] | | | | | | [removed: 77.3309] [added: 82.1493] | | | | | | [removed: 1] [added: (9)] | | | | | | [removed: 97] [added: 162] | | | | | | [removed: 76.0259] [added: 77.3309] | | | | | | 1 | | |

| Taiwan Dollar | | | [removed: 122] [added: 207] | | | | | | [removed: 27.2725] [added: 29.1231] | | | | | | [removed: (1)] [added: (4)] | | | | | | [removed: 58] [added: 122] | | | | | | [removed: 28.0978] [added: 27.2725] | | | | | | [removed: —] [added: (1)] | | |

| Singapore Dollar | | | [removed: 71] [added: 259] | | | | | | [removed: 1.3489] [added: 1.3600] | | | | | | [removed: —] [added: 4] | | | | | | [removed: 50] [added: 71] | | | | | | [removed: 1.3574] [added: 1.3489] | | | | | | [removed: 1] [added: —] | | |

| Euro | | | [removed: 47] [added: 142] | | | | | | [removed: 0.8444] [added: 0.9334] | | | | | | [removed: (2)] [added: 1] | | | | | | [removed: 35] [added: 47] | | | | | | [removed: 0.8578] [added: 0.8444] | | | | | | [removed: 1] [added: (2)] | | |

| Pound Sterling | | | [removed: 6] [added: 88] | | | | | | [removed: 0.7317] [added: 0.8204] | | | | | | [removed: —] [added: (1)] | | | | | | [removed: 3] [added: 6] | | | | | | [removed: 0.7375] [added: 0.7317] | | | | | | — | | |

| Japanese Yen | | | [removed: 1] [added: 2] | | | | | | [removed: 114.3214] [added: 133.7593] | | | | | | — | | | | | | 1 | | | | | | [removed: 103.5000] [added: 114.3214] | | | | | | — | | |

| Total | | | $ | [removed: 1,185] [added: 2,421] | | | | | | | | | | | $ | [removed: (2)] [added: (28)] | | | | | $ | [removed: 755] [added: 1,185] | | | | | | | | | | | $ | [removed: 17] [added: (2)] | |

Our primary aim with our investment portfolio is to invest available cash while preserving principal and meeting liquidity needs.

In accordance with our investment policy, we place investments with high credit quality issuers and limit the amount of credit exposure to any one issuer based upon the issuer's credit rating.

These securities are subject to interest rate risk and will decrease in value if market interest rates increase.

A hypothetical 50 basis-point (half percentage point) increase or decrease in interest rates compared to rates at December 31, 2022 would have affected the fair value of our cash equivalent and investment portfolio by approximately $2.9 million.

| Australian Dollar | | | 1 | | | | | | 1.4689 | | | | | | — | | | | | | — | | | | | | 1.3809 | | | | | | — | | |

Due to the relatively short, weighted-average maturity of our investment portfolio and the current low interest rate environment, our exposure to interest rate risk is minimal.

| Malaysian Ringgit | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 4.0456 | | | | | | — | | |

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; 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 [removed: Facility)] [added: Agreement)] made available to AMD and certain of its [removed: subsidiaries under the Credit Agreement,] [added: subsidiaries, our commercial paper program,] and our cash flows from operations will be sufficient to fund AMD’s operations including capital expenditures and purchase commitments over the next 12 [removed: months;] [added: months and beyond;] AMD’s ability to obtain sufficient external financing on favorable terms, or at all; AMD’s expectation that based on [removed: the information presently known to management,] [added: management’s current knowledge,] the potential liability related to AMD’s current litigation will not have a material adverse effect on its financial [removed: condition, cash flows or] [added: position,] results of [removed: operations;] [added: operation or cash flows;] anticipated ongoing and increased costs related to enhancing and implementing information security controls; 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 [removed: over] [added: in] the next 12 months; [added: and] a small number of customers will continue to account for a substantial part of AMD’s revenue in the [removed: future; and the acquisition of Xilinx, Inc. is currently expected to close in the first quarter of 2022.][added: future.]

For financial information about geographic areas and for segment information with respect to revenues and operating results, refer to the information set forth in Note [removed: 14] [added: 4] of our consolidated financial statements.

We use a [removed: 52] [added: 52-] or [removed: 53 week] [added: 53-week] fiscal year ending on the last Saturday in December.

References in this report to [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] refer to the fiscal year unless explicitly stated otherwise.

AMD, the AMD Arrow logo, AMD CDNA, AMD Instinct, AMD RDNA, [added: Alveo, Artix,] Athlon, [added: CoolRunner,] EPYC, [added: FidelityFX,] FirePro, FreeSync, Geode, Infinity Fabric, [added: Kinex, Pensando,] Radeon, Radeon Instinct, [added: ROCm,] Ryzen, [added: Spartan,] Threadripper, [added: UltraScale, UltraScale+, V-Cache, Versal, Virtex, Vitis, Vivado, Xilinx, Zynq] and combinations thereof are trademarks of Advanced Micro Devices, Inc.

[removed: Chromebook and Stadia are trademarks of Google Inc.] Linux is the registered trademark of Linus Torvalds in the United States and other countries.

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

AMD is focused on [removed: high performance] [added: high-performance and adaptive] computing technology, software and product leadership.

We [removed: also] invest in high-performance GPUs and software for markets such as gaming, compute, [removed: artificial intelligence, cloud gaming,] [added: AI,] and virtual [added: reality (VR)] and augmented [removed: reality.][added: reality (AR).]

We [removed: combine] [added: leverage] our high-performance [removed: CPUs] [added: CPU, GPU, FPGA] and [removed: GPUs] [added: DPU product portfolios] to deliver solutions that are differentiated at the chip level, such as our semi-custom [removed: SoCs] [added: SoCs, Adaptive SoCs,] and APUs, and at the [removed: solution] [added: systems] level, such as [removed: PC] [added: PCs, embedded platforms] and [removed: server platforms.][added: servers.]

Our [removed: microprocessors] [added: CPUs] are incorporated into computing platforms, which are a collection of technologies that are designed to work together to provide a more complete computing solution.

We believe that integrated, balanced computing platforms consisting of [removed: microprocessors,] [added: CPUs,] chipsets [removed: (either as discrete devices or integrated into an SoC)] and GPUs (either as discrete GPUs or integrated into an APU or SoC) that work together at the system level bring end users improved system stability, increased performance and enhanced power efficiency.

In addition, we believe [removed: our] customers also benefit from an all-AMD platform (consisting of an APU or CPU, a discrete GPU, and a chipset when needed), as we are able to optimize interoperability, provide our customers a single point of contact for the key platform components and enable them to bring the platforms to market quickly in a variety of PC and server system form factors.

We currently base our [removed: microprocessors] [added: CPUs] and chipsets on the x86 instruction set architecture and the AMD Infinity Fabric™, which connects an on-chip memory controller and input/output (I/O) channels directly to one or more [removed: microprocessor] [added: CPU] cores.

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

Our AMD Ryzen 5000 Series desktop processor family powered by our “Zen 3” core architecture has up to 16 cores and [removed: delivers across] [added: is] the [removed: board leadership performance for gamers and content creators.][added: first AMD Ryzen processor to feature AMD 3D V-Cache technology to improve gaming performance.]

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

[removed: In January 2021, we launched our] [added: We also offer] AMD Ryzen [added: 6000 Series mobile processors, built on “Zen 3+” architecture and AMD Ryzen] 5000 Series [removed: Mobile Processors,] [added: mobile processors,] which are powered with our “Zen 3” core [removed: architecture and are designed for gamers, creators and professionals.][added: architecture.]

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

AMD Ryzen PRO, AMD [removed: Threadripper] [added: Threadripper™] PRO and AMD Athlon PRO [removed: series] [added: processors] 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 products to support our AMD Ryzen and Threadripper platforms, including [added: chipsets for] the [removed: X570 chipset] [added: AM5 socket like the X670 chipsets] which [removed: supports] [added: support] PCIe® [removed: 4.0 (fourth] [added: 5.0 (fifth] generation Peripheral Component Interconnect Express motherboard interface) designed for enthusiast desktop platforms.

[removed: We] [added: In the AM4 ecosystem for 5000-series processors and prior, we] offer the [added: X570,] B550 [removed: chipset] and [removed: the] A520 [removed: chipset] [added: chipsets] 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 [removed: TRX40 and the] WRX80 [removed: chipsets, respectively,] [added: chipsets] to support the 3rd Gen Ryzen Threadripper [removed: and Threadripper] PRO platforms offering high speed I/O and platform bandwidth.

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

We have developed [added: AMD] RDNA™ [removed: 2,] [added: 3,] a high performing and power efficient graphics architecture, which is the foundation for next-generation PC gaming [removed: graphics, the PlayStation 5 and Xbox Series S and X consoles.][added: graphics.]

Additionally, our RDNA 2 architecture supports advanced graphics features such as ray tracing, [added: AMD] Infinity [removed: Cache] [added: 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 [added: our] discrete [removed: AMD] GPUs, working in concert with the CPU, to accelerate computational tasks beyond traditional CPU processing by utilizing the vast number of GPU cores while working with the CPU to process information cooperatively.

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

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

We [added: continue to] offer AMD Radeon RX [removed: 6000M and RX 6000S] [added: 6000] series [removed: mobile graphics] [added: discrete graphics, based on our RDNA2 architecture,] for high-performance gaming [added: desktops and] notebooks.

Our AMD Advantage Design™ [removed: Framework,] [added: Framework is] a collaboration with our global PC partners, [removed: delivers] [added: delivering] high-performance gaming notebooks by combining [added: our] AMD Radeon RX series mobile graphics, AMD [removed: Software and] [added: Software: Adrenalin Edition,] AMD Ryzen series mobile processors [removed: with] [added: and utilizing] AMD smart technologies to [removed: deliver] [added: provide] best-in-class gaming experiences.

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

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

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, [added: including 3D rendering, 8K video composition and color correction,] complex design and engineering simulations along with image and video editing applications.

Data Center [removed: Graphics*.*] [added: GPUs.] Our AMD Instinct™ family of GPU [removed: products] [added: accelerator products, including AMD Instinct MI200 Series which is based on 2nd Gen AMD CDNA architecture, and] are specifically designed to address the growing demand for compute-accelerated data center workloads, including [removed: deep learning] [added: AI] training and a range of [removed: HPC] [added: supercomputing] applications where the compute capabilities of GPUs provide additional performance.

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

[removed: Cloud Gaming and VDI*.*] Our visual cloud GPU offerings include products in the [removed: Radeon Instinct and Radeon] [added: Radeon™] PRO V families.

[removed: Today’s] [added: Modern] data centers require [removed: new technologies] [added: high performance, energy efficient, scalable] and [removed: configuration models] [added: adaptable compute engines] to meet the demand driven by the growing amount of data that needs to be stored, accessed, analyzed and managed.

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

[removed: Embedded*.*] Embedded products address computing needs in [removed: enterprise-class telecommunications,] [added: automotive, industrial, test, measurement, emulation, medical, multimedia, aerospace, defense, communications,] networking, security, [removed: storage systems] and [added: storage markets as well as] thin clients, which are computers that serve as an access device on a network.

- server microprocessors (CPUs) and graphics processing units (GPUs), data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), and Adaptive System-on-Chip (SoC) products for data centers;

- CPUs, accelerated processing units (APUs) that integrate CPUs and GPUs, and chipsets for desktop and notebook personal computers;

- discrete GPUs, and semi-custom SoC products and development services; and

- embedded CPUs, GPUs, APUs, FPGAs, and Adaptive SoC products.

Our strategy is to create and deliver the world’s leading high-performance and adaptive computing products across a diverse set of markets including the data center, embedded, client and gaming.

Our strategy is focused on five strategic pillars: compute technology leadership, expanding data center leadership, enabling pervasive artificial intelligence (AI), providing software platforms and developer enablement, and designing custom silicon and solutions.

We invest in high-performance CPUs for cloud infrastructure, enterprise, edge, supercomputing, and PCs.

With the acquisition of Xilinx, Inc. (XIlinx) in February 2022, our product portfolio now includes FPGAs and Adaptive SoCs used in the data center and embedded markets.

Also, with the acquisition of Pensando Systems, Inc. in May 2022, we offer high-performance DPUs and next generation data center solutions.

To expand our data center presence, we now offer the industry’s strongest portfolio of data center computing solutions based on our CPUs, high-performance GPUs, DPUs, FPGAs, and Adaptive SoCs.

We have a broad technology roadmap and products targeting AI training and inference spanning cloud, edge and intelligent endpoints.

We achieve this through our family of CPUs, GPUs, FPGAs, and Adaptive SoCs.

We develop world-class software platforms that are used to enable our high-performance products.

Our software platforms include development tools, compilers, and drivers for our CPUs, GPUs and FPGAs.

We work closely with our customers to define and develop customized solutions to precisely match their requirements.

We enable this by combining our broad portfolio of high-performance IP with our leadership design and packaging to deliver world-class customized solutions to our customers.

We invest in innovative technology and solutions such as our custom-ready chiplet platform and AMD Infinity Architecture to maintain our leadership position as a custom-design silicon provider of choice.

Our four reportable segments are:

- the Data Center segment, which primarily includes server CPUs and GPUs, DPUs, FPGAs, and Adaptive SoC products for data centers;

- the Client segment, which primarily includes CPUs, APUs, and chipsets for desktop and notebook personal computers;

- the Gaming segment, which primarily includes discrete GPUs, semi-custom SoC products and development services; and

- the Embedded segment, which primarily includes embedded CPUs, GPUs, APUs, FPGAs and Adaptive SoC products.

From time to time, we may also sell or license portions of our IP portfolio.

In addition to these reportable segments, we have an All Other category, which is not a reportable segment.

Data Center Segment

Data Center Market

The Data Center segment primarily includes server CPUs, GPUs, DPUs, FPGAs, and Adaptive SoC products.

Different combinations of CPUs, GPUs, DPUs, FPGAs, and Adaptive SoCs enable the optimization of performance and power for a diverse set of workloads.

Data Center Products

Our 4th Gen AMD EPYC 9004 Series processors are built on the “Zen 4” core and are designed to deliver leadership performance and energy efficiency across multiple market segments and workloads.

Our 3rd Gen AMD EPYC processors include AMD 3D V-Cache™ technology for leadership performance in technical computing workloads.

FPGAs and Adaptive SoCs. We offer a wide range of FPGAs, Adaptive SoCs and acceleration cards for the data center.

Devices include the Virtex™ and Kintex™ FPGA products, as well as Zynq™, Zynq MPSoC, and Versal™ Adaptive SoC products.

Our Alveo™ accelerator cards provide a platform for accelerating workloads in the data center, at the edge or the cloud.

To make it accessible for developers, Alveo is available on most major OEM server platforms, as well as a growing presence across all major cloud providers who provide FPGA-as-a-Service (FaaS).

DPUs. Our P4 programmable AMD Pensando DPUs are designed to help offload data center infrastructure services from the CPU, and coupled with our comprehensive software stack, help enable cloud and enterprise customers to optimize performance for network, storage, and security services at cloud scale.

Designed for minimal latency, jitter and power impact, our DPUs can help large Infrastructure as a service (IaaS) cloud providers improve hosted virtualized and bare-metal workload performance.

Our DPUs power the Aruba CX 10000 top-of-rack network switch, designed to enable enterprise customers to adopt the cloud model of distributed services.

Client Segment

Client Market

- x86 microprocessors (CPUs), as standalone devices or as incorporated into accelerated processing units (APUs), chipsets, discrete and integrated graphics processing units (GPUs), data center and professional GPUs, and development services; and

- server and embedded processors, semi-custom system-on-chip (SoC) products, development services and technology for game consoles.

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

Pending Acquisition

On October 26, 2020, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Thrones Merger Sub, Inc., our wholly owned subsidiary (Merger Sub), and Xilinx, Inc. (Xilinx), whereby Merger Sub will merge with and into Xilinx (the Merger), with Xilinx surviving such Merger as a wholly owned subsidiary of ours.

Under the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of common stock of Xilinx (Xilinx Common Stock) issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Xilinx Common Stock held directly by us or Merger Sub) will be converted into the right to receive 1.7234 fully paid and non-assessable shares of our common stock and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding.

As of the signing of the Merger Agreement, the transaction was valued at $35 billion.

The actual valuation of the transaction could differ significantly from the estimated amount due to movements in the price of our common stock, the number of shares of Xilinx common stock outstanding on the closing date of the Merger and other factors.

The closing of the Merger is subject to customary conditions, including regulatory approval.

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 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.

Computing and Graphics Markets

Our Computing and Graphics products address the need for computational and visual data processing in computing devices that include personal computers, laptops / notebooks, and workstations.

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 GPUs address the need for improved visual and data processing in various computing devices.

Many consumers use PCs as entertainment platforms, in addition to traditional productivity and communications uses, and therefore value a richer, more visually compelling and immersive experience.

As a result, visual realism and graphical display capabilities are key product differentiation elements among computing devices.

This has led to the increased creation and use of processing-intensive multimedia content for playing games, capturing media, viewing online videos, editing photos and managing digital content on computing devices.

In turn, these trends have contributed to higher consumer demand for performance graphics solutions and to manufacturers designing computing devices with these capabilities.

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

Industries that utilize computer assisted design (CAD), that develop content for media and entertainment markets and that generate professional visualizations and renderings can benefit greatly from graphics solutions optimized for the professional graphics market.

In addition to traditional graphics markets, there is a large and growing demand for accelerated computing, powered by graphics processors in markets such as high performance computing (HPC), artificial intelligence, and Cloud Visualization (Virtual Desktop Infrastructure & Cloud Gaming).

Another area of the market for graphics compute is blockchain technology, which is a decentralized digital ledger used to securely store, transmit and process sensitive and valuable data.

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

Our Computing Products

We typically integrate two or more processor cores onto a single die, and each core has its own dedicated cache, which is memory that is located on the semiconductor die, permitting quick access to frequently used data and instructions.

Some of our microprocessors have additional levels of cache such as L2, or second-level cache, and L3, or third-level cache, to enable fast data access and high-performance.

We focus on continually improving the energy efficiency of our products through our design principles and innovations in power management technology.

To that end, we offer CPUs, GPUs, APUs, SoCs and chipsets with multiple low power states that are designed to utilize lower clock speeds and voltages to reduce processor power consumption during active and idle times.

The use of intelligent, dynamic power management is designed to create lower energy use by allowing compute applications to be completed quickly and efficiently, enabling a return to the ultra-low power idle state.

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.

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

Our Graphics Products

Our hardware and software components are used to implement ray tracing technology to simulate the paths of light rays moving through a movie or game scene, resulting in photorealistic 3D images.

Discrete Desktop and Notebook Graphics.

| | | | For the fiscal year ended December [removed: 25, 2021] [added: 31, 2022] | | |

[removed: ][added: ]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | | |

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

| [removed: (Title] [added: (Title] of each [removed: class)] [added: class)] | | | [removed: (Trading symbol)] [added: (Trading symbol)] | | | [removed: (Name] [added: (Name] of each exchange on which [removed: registered)] [added: registered)] | | |

| [added: Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ | | |] Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | | [added: Emerging growth company | | | ☐ | | |]

As of June [removed: 26, 2021,] [added: 24, 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $103.4] [added: $139.8] billion based on the reported closing sale price of [removed: $85.62] [added: $87.08] per share as reported on The NASDAQ Global Select Market (NASDAQ) on June [removed: 25, 2021,] [added: 24, 2022,] 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: 1,199,303,422] [added: 1,611,388,217] shares of common stock, $0.01 par value per share, as of [removed: January 28, 2022.][added: February 22, 2023.]

Portions of the registrant’s proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders [removed: (2022] [added: (2023] Proxy Statement) are incorporated into Part III hereof.

The [removed: 2022] [added: 2023] 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: 25, 2021.][added: 31, 2022.]

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i179f0d6779c24794a67681755ffb9a04_10) | | | | | | [1](#i179f0d6779c24794a67681755ffb9a04_10) | | |

| [PART II](#i179f0d6779c24794a67681755ffb9a04_31) | | | | | | [38](#i179f0d6779c24794a67681755ffb9a04_31) | | |

| [PART III](#i179f0d6779c24794a67681755ffb9a04_208) | | | | | | [97](#i179f0d6779c24794a67681755ffb9a04_208) | | |

| [PART IV](#i179f0d6779c24794a67681755ffb9a04_226) | | | | | | [98](#i179f0d6779c24794a67681755ffb9a04_226) | | |

| [SIGNATURES](#i179f0d6779c24794a67681755ffb9a04_241). | | | | | | [105](#i179f0d6779c24794a67681755ffb9a04_241) | | |

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

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

| Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ | | |

| Emerging growth company | | | ☐ | | | | | | | | |

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

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

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

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

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

As of December [removed: 25, 2021,] [added: 31, 2022,] we [removed: leased approximately 2.7] [added: have 6] million square feet of space for research and development, engineering, administrative and warehouse use throughout the world.

Our headquarters [removed: is] [added: are] located in Santa Clara, California, and we have significant operations in Austin, Texas; [added: San Jose, California;] Shanghai, China; Markham, Ontario, Canada; [added: Longmont, Colorado; Dublin, Ireland; Singapore;] and Bangalore and Hyderabad, India.

These facilities include 5 million square feet of leased space and 1 million square feet of owned space.

On [removed: January 28, 2022,] [added: February 22, 2023,] there were [removed: 4,492] [added: 5,014] registered holders of our common stock, and the closing price of our common stock was [removed: $105.24] [added: $76.61] per share as reported on NASDAQ.

In May 2021, [removed: we announced that] our Board of Directors approved a [removed: new] stock repurchase program [removed: to purchase] [added: of] up to $4 billion of our [removed: outstanding] common stock [removed: in the open market.][added: (Existing Repurchase Program).]

Our [removed: stock repurchase program] [added: 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 [removed: 25, 2021:][added: 31, 2022:]

| Repurchases during each fiscal quarter of [removed: 2021:] [added: 2022:] | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchases during last fiscal quarter of [removed: 2021:] [added: 2022:] | | | | | | | | | | | | | | | | | | | | | | | |

During fiscal year [removed: 2021,] [added: 2022,] we withheld [removed: 2] [added: 5] million shares as payment of withholding taxes in connection with the vesting and exercise of equity awards.

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: 31, 2016] [added: 30, 2017] through December [removed: 25, 2021.][added: 31, 2022.]

[removed: ][added: ]

| Company / Index | | | [removed: 12/31/2016 | | |] 12/30/2017 | | | 12/29/2018 | | | 12/28/2019 | | | 12/26/2020 | | | 12/25/2021 | | | [added: 12/31/2022 | | |]

On [removed: December 14, 2021,] [added: February 9, 2023,] we issued [removed: 109,807] [added: 27,230] shares of AMD’s common stock pursuant to an exercise in full by a commercial partner of [removed: a warrant] [added: warrants] to purchase up to [removed: 127,435] [added: 42,260] shares of AMD’s common stock at an exercise price of [removed: $20.0423] [added: $25.4994] per share (the [removed: Warrant).][added: Warrants).]

As a result, the [removed: Warrant is] [added: Warrants are] no longer outstanding.

The commercial partner acquired the [removed: Warrant] [added: Warrants] on [removed: December 26, 2018] [added: March 30, 2020 and June 29, 2020] pursuant to a strategic arrangement with such partner.

On [removed: December 27, 2021,] [added: January 3, 2023,] we issued warrants to purchase [removed: 63,226] [added: 300,260] shares of our common stock to a commercial partner pursuant to a strategic arrangement executed in 2018 with such partner.

The warrants have an exercise price of $25.4994 per share and expire on [removed: December 27, 2024.][added: January 3, 2026.]

In February 2022, our Board of Directors approved a new stock repurchase program in addition to the Existing Repurchase Program to purchase up to additional $8 billion of our outstanding common stock in the open market (collectively referred to as the “Repurchase Program”).

| | | | | | | | | | | | | | | | | | | | | | (In millions) | | |

| December 26, 2021 - March 26, 2022 | | | 15,785,806 | | | | | | $ | 121.03 | | | | | 15,785,806 | | | | | | $ | 8,327 | |

| March 27, 2022 - June 25, 2022 | | | 10,159,900 | | | | | | $ | 90.58 | | | | | 10,159,900 | | | | | | $ | 7,407 | |

| June 26, 2022 - September 24, 2022 | | | 6,895,972 | | | | | | $ | 89.52 | | | | | 6,895,972 | | | | | | $ | 6,790 | |

| September 25, 2022 - December 31, 2022 | | | 3,484,459 | | | | | | $ | 71.75 | | | | | 3,484,459 | | | | | | $ | 6,540 | |

| | | | 36,326,137 | | | | | | | | | | | | 36,326,137 | | | | | | | | |

| September 25, 2022 - October 29, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 6,790 | |

| October 30, 2022 - November 26, 2022 | | | 1,455,994 | | | | | | $ | 70.65 | | | | | 1,455,994 | | | | | | $ | 6,687 | |

| November 27, 2022 - December 31, 2022 | | | 2,028,465 | | | | | | $ | 72.54 | | | | | 2,028,465 | | | | | | $ | 6,540 | |

| Total | | | 3,484,459 | | | | | | | | | | | | 3,484,459 | | | | | | | | |

| Advanced Micro Devices, Inc. | | | 100 | | | 173 | | | 449 | | | 893 | | | 1,422 | | | 630 | | |

| S&P 500 Index | | | 100 | | | 95 | | | 126 | | | 147 | | | 190 | | | 157 | | |

| S&P 500 Semiconductors Index | | | 100 | | | 93 | | | 138 | | | 193 | | | 296 | | | 185 | | |

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

| 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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | |

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | |

| Net revenue | | | $ | [removed: 16,434] [added: 23,601] | | | | | $ | [removed: 9,763] [added: 16,434] | | | | | $ | [removed: 6,731] [added: 9,763] | |

| Cost of sales | | | [removed: 8,505] [added: 11,550] | | | | | | [removed: 5,416] [added: 8,505] | | | | | | [removed: 3,863] [added: 5,416] | | |

| Gross profit | | | [removed: 7,929] [added: 10,603] | | | | | | [removed: 4,347] [added: 7,929] | | | | | | [removed: 2,868] [added: 4,347] | | |

| Research and development | | | [removed: 2,845] [added: 5,005] | | | | | | [removed: 1,983] [added: 2,845] | | | | | | [removed: 1,547] [added: 1,983] | | |

| Marketing, general and administrative | | | [removed: 1,448] [added: 2,336] | | | | | | [removed: 995] [added: 1,448] | | | | | | [removed: 750] [added: 995] | | |

| Licensing gain | | | [removed: (12)] [added: (102)] | | | | | | [removed: —] [added: (12)] | | | | | | [removed: (60)] [added: —] | | |

| Operating income | | | [removed: 3,648] [added: 1,264] | | | | | | [removed: 1,369] [added: 3,648] | | | | | | [removed: 631] [added: 1,369] | | |

| Interest expense | | | [removed: (34)] [added: (88)] | | | | | | [removed: (47)] [added: (34)] | | | | | | [removed: (94)] [added: (47)] | | |

| Other income (expense), net | | | [removed: 55] [added: 8] | | | | | | [removed: (47)] [added: 55] | | | | | | [removed: (165)] [added: (47)] | | |

| Income before income taxes and equity income | | | [removed: 3,669] [added: 1,184] | | | | | | [removed: 1,275] [added: 3,669] | | | | | | [removed: 372] [added: 1,275] | | |

| Income tax provision (benefit) | | | [removed: 513] [added: (122)] | | | | | | [removed: (1,210)] [added: 513] | | | | | | [removed: 31] [added: (1,210)] | | |

| Equity income in investee | | | [removed: 6] [added: 14] | | | | | | [removed: 5] [added: 6] | | | | | | [removed: —] [added: 5] | | |

| Net income | | | $ | [removed: 3,162] [added: 1,320] | | | | | $ | [removed: 2,490] [added: 3,162] | | | | | $ | [removed: 341] [added: 2,490] | |

| Basic | | | $ | [removed: 2.61] [added: 0.85] | | | | | $ | [removed: 2.10] [added: 2.61] | | | | | $ | [removed: 0.31] [added: 2.10] | |

| Diluted | | | $ | [removed: 2.57] [added: 0.84] | | | | | $ | [removed: 2.06] [added: 2.57] | | | | | $ | [removed: 0.30] [added: 2.06] | |

| Basic | | | [removed: 1,213] [added: 1,561] | | | | | | [removed: 1,184] [added: 1,213] | | | | | | [removed: 1,091] [added: 1,184] | | |

| Diluted | | | [removed: 1,229] [added: 1,571] | | | | | | [removed: 1,207] [added: 1,229] | | | | | | [removed: 1,120] [added: 1,207] | | |

| Net change in unrealized gains (losses) on cash flow hedges | | | [removed: (20)] [added: (38)] | | | | | | [removed: 17] [added: (20)] | | | | | | [removed: 8] [added: 17] | | |

| Total comprehensive income | | | $ | [removed: 3,142] [added: 1,282] | | | | | $ | [removed: 2,507] [added: 3,142] | | | | | $ | [removed: 349] [added: 2,507] | |

| | | | December [added: 31, 2022 | | | | | | December] 25, 2021 | | | | | | December 26, 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 2,535] [added: 4,835] | | | | | $ | [removed: 1,595] [added: 2,535] | |

| Short-term investments | | | [removed: 1,073] [added: 1,020] | | | | | | [removed: 695] [added: 1,073] | | |

| Accounts receivable, net | | | [removed: 2,706] [added: 4,126] | | | | | | [removed: 2,066] [added: 2,706] | | |

| Inventories | | | [removed: 1,955] [added: 3,771] | | | | | | [removed: 1,399] [added: 1,955] | | |

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

| Prepaid expenses and other current assets | | | [removed: 312] [added: 1,265] | | | | | | [removed: 378] [added: 312] | | |

| Total current assets | | | [removed: 8,583] [added: 15,019] | | | | | | [removed: 6,143] [added: 8,583] | | |

| Property and equipment, net | | | [removed: 702] [added: 1,513] | | | | | | [removed: 641] [added: 702] | | |

| Operating lease right-of-use assets | | | [removed: 367] [added: 460] | | | | | | [removed: 208] [added: 367] | | |

| Goodwill | | | [removed: 289] [added: 24,177] | | | | | | 289 | | |

| Investment: equity method | | | [removed: 69] [added: 83] | | | | | | [removed: 63] [added: 69] | | |

| Deferred tax assets | | | [removed: 931] [added: 58] | | | | | | [removed: 1,245] [added: 931] | | |

| Other non-current assets | | | [removed: 1,478] [added: 2,152] | | | | | | [removed: 373] [added: 1,478] | | |

| Total assets | | | $ | [removed: 12,419] [added: 67,580] | | | | | $ | [removed: 8,962] [added: 12,419] | |

| Accounts payable | | | $ | [removed: 1,321] [added: 2,493] | | | | | $ | [removed: 468] [added: 1,321] | |

| Payables to related parties | | | [removed: 85] [added: 463] | | | | | | [removed: 78] [added: 85] | | |

| Accrued liabilities | | | [removed: 2,424] [added: 3,077] | | | | | | [removed: 1,796] [added: 2,424] | | |

| Current portion of long-term debt, net | | | [removed: 312] [added: —] | | | | | | [removed: —] [added: 312] | | |

| Other current liabilities | | | [removed: 98] [added: 336] | | | | | | [removed: 75] [added: 98] | | |

| Amortization of acquisition-related intangibles | | | 1,448 | | | | | | — | | | | | | — | | |

| Total cost of sales | | | 12,998 | | | | | | 8,505 | | | | | | 5,416 | | |

| Amortization of acquisition-related intangibles | | | 2,100 | | | | | | — | | | | | | — | | |

| Acquisition-related intangibles | | | 24,118 | | | | | | — | | |

| Other long-term liabilities | | | 1,664 | | | | | | 321 | | |

| Issuance of common stock as consideration for acquisition | | | 45,372 | | | | | | — | | | | | | — | | |

| Fair value of replacement share-based awards related to acquisition | | | 275 | | | | | | — | | | | | | — | | |

| Reissuance of treasury stock as consideration for acquisition | | | 3,138 | | | | | | — | | | | | | — | | |

| Net income | | | 1,320 | | | | | | 3,162 | | | | | | 2,490 | | |

| Net income | | | $ | 1,320 | | | | | $ | 3,162 | | | | | $ | 2,490 | |

| Stock-based compensation | | | 1,081 | | | | | | 379 | | | | | | 274 | | |

| Amortization of inventory fair value adjustment | | | 189 | | | | | | — | | | | | | — | | |

| Cash received from acquisition of Xilinx | | | 2,366 | | | | | | — | | | | | | — | | |

| Acquisition of Pensando, net of cash acquired | | | (1,544) | | | | | | — | | | | | | — | | |

| Proceeds from debt, net of issuance costs | | | 991 | | | | | | — | | | | | | 200 | | |

| Repayment of debt | | | (312) | | | | | | — | | | | | | (200) | | |

| Repurchases of common stock | | | (3,702) | | | | | | (1,762) | | | | | | — | | |

| Common stock repurchases for tax withholding on employee equity plans | | | (406) | | | | | | (237) | | | | | | (78) | | |

| Advanced Micro Devices, Inc. Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | | | |

| Issuance of common stock and treasury stock for the acquisition of Xilinx | | | $ | 48,514 | | | | | $ | — | | | | | $ | — | |

| Fair value of replacement share-based awards related to acquisition of Xilinx | | | $ | 275 | | | | | $ | — | | | | | $ | — | |

On February 14, 2022 (the Xilinx Acquisition Date), the Company completed the acquisition of Xilinx, Inc. (Xilinx).

On May 26, 2022 (the Pensando Acquisition Date), the Company completed the acquisition of Pensando Systems, Inc. (Pensando).

See Note 5 - Business Combinations for additional information on these acquisitions.

Business Combinations

The Company is required to use the acquisition method of accounting for business combinations.

The acquisition method of accounting requires the Company to allocate the purchase consideration to the assets acquired and liabilities assumed from the acquiree based on their respective fair values as of the acquisition date.

The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Critical estimates in valuing intangible assets include, but are not limited to, expected future revenue growth rates and margins, future changes in technology, time to recreate customer relationships, useful lives, and discount rates.

Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability.

These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made.

As a result, during the measurement period of up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations.

Significant estimates and assumptions used in the income approach include assessments of macroeconomic conditions, growth rates of reporting units in the near- and long-term, expectations of the Company’s ability to execute on roadmaps and projections, and the discount rate applied to cash flows.

Significant estimates used in the market approach include the identification of comparable companies for each reporting unit, and the determination of the appropriate multiples to apply to a reporting unit based on adjustments and consideration of specific attributes of that reporting unit.

Long-Lived and Intangible Assets

Long-lived and intangible assets to be held and used are reviewed for impairment if indicators of potential impairment exist and at least annually for indefinite-lived intangible assets.

Impairment indicators are reviewed on a quarterly basis.

Assets are grouped and evaluated for impairment at the lowest level of identifiable cash flows.

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

| Issuance of common stock upon warrant exercise | | | — | | | | | | — | | | | | | 448 | | |

| Issuance of treasury stock to partially settle debt | | | — | | | | | | — | | | | | | 3 | | |

| Collection of deferred proceeds on sale of receivables | | | — | | | | | | — | | | | | | 25 | | |

| Proceeds from short-term borrowings | | | — | | | | | | 200 | | | | | | — | | |

| Repayments and extinguishment of debt | | | — | | | | | | (200) | | | | | | (473) | | |

| Proceeds from warrant exercise | | | — | | | | | | — | | | | | | 449 | | |

| Issuance of common stock to settle convertible debt | | | $ | 25 | | | | | $ | 217 | | | | | $ | 377 | |

| Issuance of treasury stock to partially settle debt | | | $ | — | | | | | $ | — | | | | | $ | 7 | |

| Total cash, cash equivalents and restricted cash | | | $ | 2,535 | | | | | $ | 1,595 | | | | | $ | 1,470 | |

Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions.

Other investments in time deposits due within 12 months and marketable securities are included in short-term investments.

The Company classifies its investments in debt securities at the date of acquisition as available-for-sale.

The cost of securities sold is determined based on the specific identification method.

Estimated useful lives of equipment is two to six years, and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.

Recently Adopted Accounting Standards

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 Company adopted this standard in the first quarter of 2021 using the modified retrospective adoption method through a cumulative-effect adjustment to accumulated deficit as of the beginning of the period.

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.

Recently Issued Accounting Standards

Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its consolidated financial statements.

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

| Other | | | 234 | | | | | | 144 | | |

During 2020, the Company recorded a gain of $5 million in Equity income in investee on its consolidated statement of operations.

During 2019, the Company did not record any gain or loss in Equity income in investee.

The Company recognized $60 million as licensing gain associated with the Licensed IP during 2019.

2.125% Convertible Senior Notes Due 2026

In September 2016, the Company issued $805 million in aggregate principal amount of 2.125% Convertible Senior Notes due 2026 (2.125% Notes).

During 2021, holders of the 2.125% Notes converted $25 million principal amount of notes in exchange for approximately 3 million shares of the Company’s common stock at the conversion price of $8.00 per share.

The Company recorded a loss of $7 million from these conversions in Other income (expense), net on its consolidated statements of operations.

The Company’s current intent is to deliver shares of its common stock upon conversion of the 2.125% Notes.

As such, no sinking fund is provided for the 2.125% Notes and the Company continued to classify the carrying value of the liability component of the 2.125% Notes as long-term debt and the equity component of the 2.125% Notes as permanent equity on its consolidated balance sheet as of December 25, 2021.

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

Based on the closing price of the Company’s common stock of $146.14 on December 23, 2021, the last trading day of 2021, the if-converted value of the 2.125% Notes exceeded its principal amount by approximately $15 million.

The effective interest rate of the liability component of the 2.125% Notes is 8%.

This interest rate was based on the interest rates of similar liabilities at the time of issuance that did not have associated conversion features.

The following table sets forth total interest expense recognized related to the 2.125% Notes for the year ended December 25, 2021:

| Contractual interest expense | | | $ | — | | | | | $ | 4 | |

| Interest cost related to amortization of the debt discount | | | $ | — | | | | | $ | 6 | |

As of December [removed: 25, 2021,] [added: 31, 2022,] 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).

Management has concluded that the Company’s internal control over financial reporting was effective as of December [removed: 25, 2021] [added: 31, 2022] 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: 25, 2021,] [added: 31, 2022,] which is included in Part II, Item 8, above.

We are currently in the process of integrating the Xilinx and Pensando operations, control processes and information systems into our systems and control environment.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal controls over financial reporting during this integration.

The U.S. government has designated the Russian Federal Security Service (the FSB) as a blocked party under Executive Order 13382.

In addition, the U.S. Department of the Treasury’s Office of Foreign Assets Control has issued General License No. 1B (the OFAC General License), which generally authorizes certain licensing, permitting, certification, notification, and related transactions with the FSB as may be required for the importation, distribution, or use of information technology products in the Russian Federation.

As previously disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, Xilinx, which we acquired on February 14, 2022, previously authorized prior to such acquisition certain third-party resellers in Russia to periodically file notifications with, or apply for import licenses and permits from, the FSB on its behalf in connection with the importation of its products into the Russian Federation, as permitted under the OFAC General License.

Subsequent to February 14, 2022, but during the fiscal quarter ended March 26, 2022, third-party resellers filed additional notifications with and/or applied for import licenses and permits from the FSB on behalf of Xilinx.

During the fiscal quarter ended March 26, 2022, we and our subsidiaries, including Xilinx, suspended shipments to the Russian Federation.

There was no gross revenue or net profits of ours or any of our subsidiaries directly associated with these filing activities.

We and our subsidiaries do not sell products or provide services to the FSB.

None.

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: 2022] [added: 2023] annual meeting of stockholders (our [removed: 2022] [added: 2023] Proxy Statement) is incorporated herein by reference.

The information under the captions “Directors’ Compensation and Benefits” (including [removed: “2021] [added: “2022] Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Compensation Policies and Practices,” “Executive Compensation” (including [removed: “2021] [added: “2022] Summary Compensation Table,” [removed: “2021] [added: “2022] Nonqualified Deferred Compensation,” “Outstanding Equity Awards at [removed: 2021] [added: 2022] Fiscal Year-End,” “Grants of Plan-Based Awards in [removed: 2021”] [added: 2022”] and “Option Exercises and Stock Vested in [removed: 2021)] [added: 2022)] and “Severance and Change in Control Arrangements” in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement, our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.

| [Consolidated Statements of [removed: Operations](#ib7cf537e07124691a6505a5505cd30c3_106)] [added: Operations](#i179f0d6779c24794a67681755ffb9a04_106)] | | | | | | [removed: [48](#ib7cf537e07124691a6505a5505cd30c3_106)] [added: [51](#i179f0d6779c24794a67681755ffb9a04_106)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib7cf537e07124691a6505a5505cd30c3_109)] [added: Income](#i179f0d6779c24794a67681755ffb9a04_109)] | | | | | | [removed: [49](#ib7cf537e07124691a6505a5505cd30c3_109)] [added: [52](#i179f0d6779c24794a67681755ffb9a04_109)] | | |

| [Consolidated Balance [removed: Sheets](#ib7cf537e07124691a6505a5505cd30c3_112)] [added: Sheets](#i179f0d6779c24794a67681755ffb9a04_112)] | | | | | | [removed: [50](#ib7cf537e07124691a6505a5505cd30c3_112)] [added: [53](#i179f0d6779c24794a67681755ffb9a04_112)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#ib7cf537e07124691a6505a5505cd30c3_115)] [added: Equity](#i179f0d6779c24794a67681755ffb9a04_115)] | | | | | | [removed: [51](#ib7cf537e07124691a6505a5505cd30c3_115)] [added: [54](#i179f0d6779c24794a67681755ffb9a04_115)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib7cf537e07124691a6505a5505cd30c3_118)] [added: Flows](#i179f0d6779c24794a67681755ffb9a04_118)] | | | | | | [removed: [52](#ib7cf537e07124691a6505a5505cd30c3_118)] [added: [55](#i179f0d6779c24794a67681755ffb9a04_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib7cf537e07124691a6505a5505cd30c3_121)] [added: Statements](#i179f0d6779c24794a67681755ffb9a04_121)] | | | | | | [removed: [54](#ib7cf537e07124691a6505a5505cd30c3_121)] [added: [57](#i179f0d6779c24794a67681755ffb9a04_121)] | | |

| [removed: [Report](#ib7cf537e07124691a6505a5505cd30c3_187)[s](#ib7cf537e07124691a6505a5505cd30c3_187) [of] [added: [Reports of] Independent Registered Public Accounting [removed: Firm](#ib7cf537e07124691a6505a5505cd30c3_187)] [added: Firm](#i179f0d6779c24794a67681755ffb9a04_193)] (PCAOB ID: 42) | | | | | | [removed: [82](#ib7cf537e07124691a6505a5505cd30c3_187)] [added: [90](#i179f0d6779c24794a67681755ffb9a04_193)] | | |

| | | | 4.1 | | | | | | [Description of Advanced Micro Devices, Inc. Common Stock, filed as Exhibit 4.1 to [removed: AMD’s Annual Report] [added: AMD’s](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm) [Q](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm)[uarterly](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm) [Report] on Form [removed: 10-K for] [added: 10-](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm)[Q](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm) [for] the period [removed: ended December 28, 2019,] [added: ended](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm) [J](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm)[une 25, 2022](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm)[,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000008/ex41-10kfy19.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000123/exh4_1descripamdcommonstock.htm)] | | |

| | | | [removed: 4.2] [added: 4.3] | | | | | | [removed: [Indenture] [added: [First Supplemental Indenture] governing [removed: 7.50%] [added: 2.125% Convertible] Senior Notes due [removed: 2022,] [added: 2026,] including [removed: the] Form of [removed: 7.50%] [added: 2.125%] Note, between Advanced Micro Devices, Inc. and Wells Fargo Bank, [removed: N.A.,] [added: N.A.] dated [removed: as of August 15, 2012,] [added: September 14, 2016,] filed as Exhibit [removed: 4.1] [added: 4.2] to [removed: AMD’s] [added: AMD's] Current Report on Form 8-K dated [removed: August 15, 2012,] [added: September 14, 2016,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312512357533/d397602dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex42.htm)] | | |

| | | | [removed: 4.3] [added: 4.2] | | | | | | [Indenture by and among Advanced Micro Devices, Inc. and Wells Fargo Bank N.A., dated September 14, 2016, filed as Exhibit 4.1 to AMD's Current Report on Form 8-K dated September 14, 2016, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex41.htm) | | |

| | | | 4.4 | | | | | | [First Supplemental Indenture [removed: governing 2.125% Convertible Senior Notes due 2026, including Form of 2.125% Note, between] [added: by and among] Advanced Micro Devices, Inc. and Wells Fargo [removed: Bank, N.A.] [added: Bank N.A.,] dated September [removed: 14,] [added: 23,] 2016, filed as Exhibit [removed: 4.2] [added: 4.1] to AMD's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K dated] [added: 10-Q for the fiscal quarter ended] September [removed: 14,] [added: 24,] 2016, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248816000263/firstsupplementalindenture.htm)] | | |

| | | | [removed: 4.5] [added: *10.52] | | | | | | [removed: [First Supplemental Indenture by and] [added: [Wafer Supply Agreement Amendment No. 6,] among Advanced Micro Devices, [added: Inc., GLOBALFOUNDRIES,] Inc. and [removed: Wells Fargo Bank N.A.,] [added: GLOBALFOUNDRIES U.S., Inc.,] dated [removed: September 23,] [added: August 30,] 2016, filed as Exhibit [removed: 4.1] [added: 10.7] to [removed: AMD's] [added: AMD’s] Quarterly Report on Form 10-Q for the fiscal quarter ended September [removed: 24, 2016,] [added: 26October 28, 2020,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248816000263/firstsupplementalindenture.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh107amdq310q20.htm)] | | |

| | | | [removed: *10.2] [added: *10.62] | | | | | | [removed: [SeaMicro, Inc. Amended and Restated 2007] [added: [2004] Equity Incentive Plan, [added: as amended and restated,] filed as Exhibit [removed: 10.1 on] [added: 10.2 to] AMD’s [removed: Registration Statement] [added: Quarterly Report] on Form [removed: S-8, filed with] [added: 10-Q for] the [removed: SEC on] [added: fiscal quarter ended] March [removed: 23, 2012,] [added: 26, 2022,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312512129772/d320685dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000078/exh10_2amdamendedrestated2.htm)] | | |

| | | | [removed: *10.3] [added: *10.2] | | | | | | [AMD Executive Severance Plan and Summary Plan Description for Senior Vice Presidents, effective June 1, 2013, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated June 7, 2013, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513256167/d552190dex101.htm) | | |

| | | | [removed: *10.4] [added: *10.3] | | | | | | [AMD Deferred Income Account Plan, as amended and restated, effective January 1, 2008, filed as Exhibit 10.18 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312508038588/dex1018.htm) | | |

| | | | [removed: *10.5] [added: *10.4] | | | | | | [Amendment No. 1 to the AMD Deferred Income Account Plan, as amended and restated, effective July 1, 2012, filed as Exhibit 10.16(a) to AMD’s Annual Report on Form 10-K for the period ended December 29, 2012, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513069422/d486815dex1016a.htm) | | |

| | | | [removed: *10.6] [added: *10.5] | | | | | | [Form of Indemnity Agreement, between Advanced Micro Devices, Inc. and its officers and directors, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated October 6, 2008, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312508209112/dex101.htm) | | |

| | | | [removed: *10.7] [added: *10.6] | | | | | | [Form of Management Continuity Agreement, as amended and restated, filed as Exhibit 10.13(b) to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312508038588/dex1013b.htm) | | |

| | | | [removed: *10.8] [added: *10.7] | | | | | | [Form of Change in Control Agreement, filed as Exhibit 10.11 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312510035218/dex1011.htm) | | |

| | | | [removed: *10.9] [added: *10.8] | | | | | | [Amended and Restated Management Continuity Agreement, between Advanced Micro Devices, Inc. and Devinder Kumar, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the period ended September 29, 2012, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312512446647/d430047dex103.htm) | | |

| | | | [removed: *10.10] [added: *10.9] | | | | | | [Offer Letter, between Advanced Micro Devices, Inc. and Mark D. Papermaster, dated October 7, 2011, filed as Exhibit 10.63 to AMD’s Annual Report on Form 10-K for the period ended December 31, 2011, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312512075837/d257108dex1063.htm) | | |

| | | | [removed: 10.11] [added: 10.10] | | | | | | [Settlement Agreement, between Advanced Micro Devices, Inc. and Intel Corporation, dated November 11, 2009, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated November 11, 2009, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex101.htm) | | |

| | | | [removed: 10.12] [added: 10.11] | | | | | | [Patent Cross License Agreement, between Advanced Micro Devices, Inc. and Intel Corporation filed, dated November 11, 2009, as Exhibit 10.2 to AMD’s Current Report on Form 8-K dated November 17, 2009, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex102.htm) | | |

| | | | [removed: 10.13] [added: 10.12] | | | | | | [Sublease Agreement, between Lantana HP, LTD and Advanced Micro Devices, Inc., dated March 26, 2013, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex102.htm) | | |

| | | | [removed: 10.14] [added: 10.13] | | | | | | [Master Landlord’s Consent to Sublease, between 7171 Southwest Parkway Holdings, L.P., Lantana HP, Ltd. and Advanced Micro Devices, Inc., dated March 26, 2013, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex103.htm) | | |

| | | | [removed: 10.15] [added: 10.14] | | | | | | [Lease Agreement, between 7171 Southwest Parkway Holdings, L.P. and Lantana HP, Ltd., dated March 26, 2013, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex104.htm) | | |

| | | | [removed: *10.16] [added: *10.15] | | | | | | [Employment Agreement by and between Lisa T. Su and Advanced Micro Devices, Inc. effective October 8, 2014, filed as Exhibit 10.2 to AMD’s Current Report on Form 8-K/A dated October 14, 2014, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312514371185/d804367dex102.htm) | | |

| | | | [removed: *10.17] [added: *10.16] | | | | | | [Form of Stock Option 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 September 27, 2014, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312514389701/d809825dex101.htm) | | |

| | | | [removed: *10.18] [added: *10.17] | | | | | | [Offer Letter, between Advanced Micro Devices, Inc. and Forrest E. Norrod, dated October 20, 2014, filed as Exhibit 10.66 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312515054362/d871455dex1066.htm) | | |