Advanced Micro Devices (AMD) 10-K risk factor changes: FY2023 vs FY2022

The following is a summary of the principal risks that could adversely affect our business, [removed: operations and] financial [removed: results.][added: condition and results of operations.]

- [removed: Global economic] [added: Economic] and market uncertainty may adversely impact our business and operating results.

- The semiconductor industry is highly cyclical and has experienced severe [removed: downturns that have materially adversely affected, and may continue to materially adversely affect, our business in the future.][added: downturns.]

[removed: Fluctuations] [added: There may be fluctuations] in demand for our products or a market decline in any of these [removed: industries could have a material adverse effect on our results of operations.][added: industries.]

- If we cannot adequately protect our technology or other intellectual property [removed: in the United States and abroad,] through patents, copyrights, trade secrets, trademarks and other measures, we may lose a competitive advantage and incur significant expenses.

- [removed: If essential] [added: Essential] equipment, materials, substrates or manufacturing processes [removed: are] [added: may] not [added: be] available to [removed: manufacture our products, we could be materially adversely affected.][added: us.]

[removed: - Failure] [added: Failure] to achieve expected manufacturing yields for our products could negatively impact our [removed: financial results.][added: results of operations.]

- The success of our business is dependent upon our ability to introduce products on a timely basis with features and performance levels that provide value to our customers while supporting [removed: and coinciding with] significant industry transitions.

- IT outages, data loss, data breaches and [removed: cyber-attacks] [added: cyberattacks] could [added: disrupt operations and] compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, [removed: reputation] [added: reputation, financial condition] and [added: results of] operations.

[removed: - We] [added: We] may encounter difficulties in [removed: upgrading and] operating our [removed: new] [added: newly upgraded] enterprise resource planning [removed: (ERP)] system, which could materially adversely affect [removed: us.][added: us.]

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

- Our business [removed: is dependent upon] [added: depends on] the proper functioning of our internal business processes and information [removed: systems and modification or interruption of such systems may disrupt our business, processes and internal controls.][added: systems.]

- [removed: If our] [added: Our] products [removed: are] [added: may] not [added: be] compatible with some or all industry-standard software and [removed: hardware, we could be materially adversely affected.][added: hardware.]

- [removed: If we] [added: We may] fail to maintain the efficiency of our supply chain as we respond to changes in customer [removed: demand for our products, our business could be materially adversely affected.][added: demand.]

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

- We are subject to environmental laws, conflict minerals-related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection [removed: Act as well as a variety of] [added: Act, and] other laws or regulations that could result in additional costs and liabilities.

[removed: - Acquisitions,] [added: Acquisitions,] joint [removed: ventures] [added: ventures,] and/or [removed: investments] [added: investments,] and the failure to integrate acquired [removed: businesses] [added: businesses, may fail to materialize their anticipated benefits and] could disrupt our [removed: business and/or dilute or] [added: business, which could] adversely affect [removed: the price of] our [removed: common stock.][added: results of operation and financial condition.]

- Any impairment of [removed: the combined company’s] [added: our] tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact [removed: the combined company’s] [added: our] financial position and results of operations.

- The agreements governing our notes, our guarantees of Xilinx’s [removed: 2.95% and 2.375% Notes (Assumed Xilinx Notes),] [added: notes,] and our Revolving Credit Agreement impose restrictions on us that may adversely affect our ability to operate our business.

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

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

- Our worldwide operations are subject to political, legal and economic risks and natural [removed: disasters, which could have a material adverse effect on us.][added: disasters.]

- We may incur future impairments of [added: our] technology license purchases.

Intel’s [added: microprocessor] market [removed: share, margins and] [added: share position,] significant financial [removed: resources enable] [added: resources, introduction of competitive new products, and existing relationships with top-tier OEMs have enabled] it to market [added: and price] its products aggressively, to target our customers and our channel partners with special incentives and to influence customers who do business with us.

[removed: Additionally, Intel] [added: It] is able to drive de facto standards and specifications for x86 microprocessors that could cause us and other companies to have delayed access to such standards.

[removed: As long as Intel remains in this dominant position, we] [added: We] may be materially adversely affected by Intel’s business practices, including rebating and allocation strategies and pricing actions, designed to limit our market share and margins; product mix and introduction schedules; product bundling, marketing and merchandising strategies; [added: and] exclusivity payments to its current and potential customers, retailers and channel [removed: partners; de facto control over industry standards, and heavy influence on PC manufacturers and other PC industry participants, including motherboard, memory, chipset and basic input/output system (BIOS) suppliers and software companies as well as the graphics interface for Intel platforms; and marketing and advertising expenditures in support of positioning the Intel brand over the brand of its original equipment manufacturer (OEM) customers and retailers.][added: partners.]

We expect Intel to continue to [removed: invest] heavily [added: invest substantial resources] in marketing, research and development, new manufacturing facilities and other technology companies.

To the extent Intel manufactures a significantly larger portion of its microprocessor products using more advanced process [removed: technologies,] [added: technologies] or introduces competitive new products into the market before we do, we may be more vulnerable to Intel’s aggressive marketing and pricing strategies for microprocessor products.

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

[removed: Also,] [added: In the graphics processing unit (GPU) market,] Intel has developed and released their own high-end discrete GPUs, including gaming focused discrete GPUs.

[removed: Global economic] [added: Economic] and market uncertainty may adversely impact our business and operating results.

Uncertain global [added: or regional] economic conditions have and may in the future adversely impact our business.

Uncertainty in the [removed: worldwide] economic environment or other unfavorable changes in economic conditions, such as inflation, [added: higher] interest [removed: rates or] [added: rates,] recession, [added: slowing growth, increased unemployment, tighter credit markets, changes in fiscal monetary or trade policy, or currency fluctuations,] may negatively impact consumer confidence and spending causing our customers to [added: stop or] postpone purchases.

[removed: In addition, during] [added: During] challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products.

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

In addition, uncertain economic conditions [removed: may make] [added: could lead to higher borrowing costs and reduced availability of capital and credit markets, making] it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities.

We have incurred substantial losses in 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 [removed: (such as PCs)] that incorporate our products; and excess inventory [removed: levels.][added: levels and periods of inventory adjustment.]

[removed: Industry-wide] [added: Such industry-wide] fluctuations [removed: in the computer marketplace have materially adversely affected us in the past and] may materially adversely affect us in the future.

[removed: In] [added: For example, our Client segment revenue decreased due to a decline in] the [added: PC market in the] second half of [removed: 2022, we experienced a decline in] [added: 2022 and the first half of 2023, and] our [removed: Client] [added: Embedded] segment revenue [added: decreased] as a result of [removed: weak PC market macroeconomic conditions and] [added: an] inventory correction [removed: actions across] [added: in several end markets in] the [removed: PC supply chain.][added: second half of 2023.]

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

- We are subject to risks associated with public health crises, such as pandemics and epidemics.

- We may fail to achieve expected manufacturing yields for our products.

- We may encounter difficulties in operating our newly upgraded enterprise resource planning (ERP) system.

- We outsource to third parties certain supply-chain logistics functions.

- We may be unable to effectively control the sales of our products on the gray market.

- Climate change may have a long-term impact on our business.

- We are party to litigation and may become a party to other claims or litigation.

- Evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters could result in additional costs, harm to our reputation and a loss of customers.

- Issues related to the responsible use of AI may result in reputational, competitive and financial harm and liability.

Also, our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.

Intel also dominates the computer system platform and has a heavy influence on PC manufacturers, other PC industry participants, and benchmarks.

Adverse changes in economic conditions could increase costs of memory, equipment, materials or substrates and other supply chain expenses.

An economic downturn or increased uncertainty could also lead to failures of counterparties including financial institutions and insurers, asset impairments and declines in the value of our financial instruments.

We offer products that are used in different end markets and the demand for our products can vary among our Data Center, Client, Gaming and Embedded end markets.

For instance, in our Data Center segment, we offer products that are optimized for generative AI applications and in the fourth quarter of 2023, we experienced significant demand for our AI accelerators.

The demand for such products will depend on the extent to which our customers utilize generative AI solutions in a wide variety of applications.

Also, in our Client segment revenue is focused on the consumer desktop and notebook PC segments.

Our Client segment revenue decreased due to a decline in the PC market in the second half of 2022 and the first half of 2023.

Our Embedded segment primarily includes embedded CPUs and GPUs, APUs, FPGAs and Adaptive SoC products some of which are subject to macroeconomic trends and volatile business conditions.

To the extent our embedded customers are faced with higher inventory levels, they may choose to draw down their existing inventory and order less of our products.

Our Embedded segment revenue decreased as a result of an inventory correction in several end markets in the second half of 2023.

We are subject to risks associated with public health crises, such as pandemics and epidemics, including the COVID-19 pandemic, which may have a material adverse effect on our business.

We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business.

Global health outbreaks, such as COVID-19, have and may continue to adversely affect our employees, disrupt our business operations and practices, as well those of our customers, partners, vendors and suppliers.

Public health measures by government authorities such as travel bans, social-distancing, lockdown measures, vaccination requirements may cause us to incur additional costs, limit our operations, modify our business practices, diminish employee productivity or disrupt our supply chain, which may have a material adverse effect on our business.

To the extent a public health crisis will impact our business, financial condition and results of operations depends on factors outside of our control, including severity, duration and the measures to contain the health outbreak.

While we see significant opportunity in AI, we expect intense competition from companies such as Nvidia in the supply of GPUs and other accelerators for the AI market.

From time to time, governments provide incentives or make other investments that could benefit and give a competitive advantage to our competitors.

For example, the United States government enacted the Creating Helpful Incentives to Produce Semiconductors for America and Science Act (CHIPS Act) of 2022 to provide financial incentives to the U.S. semiconductor industry.

Government incentives, including the CHIPS Act, may not be available to us on acceptable terms or at all.

If our competitors can benefit from such government incentives and we cannot, it could strengthen our competitors’ relative position and have a material adverse effect on our business.

AMD and GF also have agreed to wafer pricing through 2025.

For example, as part of our Pervasive AI strategy, we have a portfolio of hardware products and software tools to allow our customers to develop scalable and pervasive AI solutions.

We are increasingly building AI capabilities into our products, but if we fail to develop and timely offer such products and technologies or keep pace with the product offerings of our competitors, our business could be adversely affected.

Additionally, our efforts in developing new AI technology solutions are inherently risky and may not always succeed.

We may incur significant costs, resources, investments and delays and not achieve a return on investment or capitalize on the opportunities presented by demand for AI solutions.

Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological trend is uncertain.

Our business relies on technology hardware, software, cloud services, infrastructure, networks and systems (collectively, IT Systems).

We own and manage some IT Systems but also rely on critical third-party IT Systems, products and services.

Threat actors range in sophistication from individual hackers and insiders to ransom gangs and state-sponsored attackers.

- The ongoing novel coronavirus (COVID-19) pandemic could materially adversely affect our business, financial condition and results of operations.

- We outsource to third parties certain supply-chain logistics functions, including portions of our product distribution, transportation management and information technology support services.

- Our inability to effectively control the sales of our products on the gray market could have a material adverse effect on us.

- We are party to litigation and may become a party to other claims or litigation that could cause us to incur substantial costs or pay substantial damages or prohibit us from selling our products.

- Worldwide political conditions may adversely affect demand for our products.

Intel Corporation (Intel) has been the market share leader for microprocessors for many years.

Intel exerts substantial influence over computer manufacturers and their channels of distribution through various brand and other marketing programs.

As a result of Intel’s position in the microprocessor market, Intel has been able to control x86 microprocessor and computer system standards and benchmarks and to dictate the type of products the microprocessor market requires of us.

Intel also dominates the computer system platform, which includes core logic chipsets, graphics chips, networking devices (wired and wireless), non-volatile storage and other components necessary to assemble a computer system.

Intel has substantially greater financial resources than we do and accordingly spends substantially greater amounts on marketing and research and development than we do.

Intel’s position in the 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.

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.

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.

In addition, the GPU market has at times seen elevated demand due to the application of GPU products to cryptocurrency mining.

Demand for cryptocurrency has changed and is likely to continue to change quickly.

For example, China has banned such activities, and corresponding interest in mining of such currencies are subject to significant fluctuations.

Alternatively, countries have created and may continue to create their own cryptocurrencies or equivalents that could also impact interest in mining.

The ongoing novel coronavirus (COVID-19) pandemic could materially adversely affect our business, financial condition and results of operations.

The COVID-19 pandemic has caused government authorities to implement numerous public health measures, including 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.

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

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

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 eased, our efforts to reopen our offices safely may not be successful and could expose our employees to health risks.

It is uncertain as to when all health measures put in place to attempt to contain the spread of COVID-19 will be lifted.

If there are further waves of the virus, 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, lockdown measures, unavailability of 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.

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

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

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

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

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

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, lockdown measures, labor shortages or workforce mobility limitations, it could have a material adverse effect on our business.

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

This could negatively impact consumer confidence and spending causing our customers to postpone or cancel purchases, or delay paying or default on payment of outstanding amounts due to us, which may have a material adverse effect on our business.

Even in times of strong demand for our products, the worldwide economic environment remains uncertain due to COVID-19 and such demand may not be sustainable over the longer term.

COVID-19 has also led to a disruption and volatility in the global capital and financial markets.

While we believe our cash, cash equivalents and short-term investments along with our Revolving Credit Agreement and cash flows from operations will be sufficient to fund operations, including capital 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.

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

The prolonged effect of COVID-19 could materially adversely impact our business, financial condition and results of operations.

The following discussion should be read in conjunction with the consolidated financial statements as of December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021] [added: 31, 2022] and for each of the three years in the period ended December [removed: 31, 2022] [added: 30, 2023] 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: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] an analysis of changes in our financial condition and a discussion of our off-balance sheet arrangements.

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 25, 2021.][added: 31, 2022.]

[removed: Net] [added: Against the backdrop of a mixed demand environment, net] revenue for [removed: 2022] [added: 2023] was [removed: $23.6] [added: $22.7] billion, [removed: an increase] [added: a decrease] of [removed: 44%] [added: 4%] compared to [removed: 2021] [added: 2022] net revenue of [removed: $16.4] [added: $23.6] billion.

Gross margin, as a percentage of net revenue for [removed: 2022,] [added: 2023,] was [removed: 45%,] [added: 46%,] compared to [removed: 48%] [added: 45%] in [removed: 2021.][added: 2022.]

Operating income for [removed: 2022] [added: 2023] was [removed: $1.3 billion] [added: $401 million] compared to operating income of [removed: $3.6] [added: $1.3] billion for [removed: 2021.][added: 2022.]

Net income for [removed: 2022] [added: 2023] was [removed: $1.3 billion] [added: $854 million] compared to [removed: $3.2] [added: $1.3] billion in the prior year.

Cash, cash equivalents and short-term investments as of December [removed: 31, 2022] [added: 30, 2023] were [removed: $5.9] [added: $5.8] billion, compared to [removed: $3.6] [added: $5.9] billion at the end of [removed: 2021.][added: 2022.]

Our aggregate principal amount of total debt as of December [added: 30, 2023 and December] 31, 2022 was $2.5 [removed: billion, compared to $313 million as of December 25, 2021.][added: billion.]

[removed: There were no] [added: No] funds [added: were] drawn from this [added: credit] facility during the year ended December [removed: 31, 2022.][added: 30, 2023.]

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

During the twelve months ended December [removed: 31, 2022,] [added: 30, 2023,] we returned a total of [removed: $3.7 billion] [added: $985 million] to shareholders through the repurchase of [removed: 36.3] [added: 9.7] million shares of common stock under our stock repurchase program.

As of December [removed: 31, 2022, $6.5] [added: 30, 2023, $5.6] 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: business combination,] goodwill, long-lived and intangible assets, and income taxes.

Our goodwill is contained within [removed: three] [added: four] reporting units: Data Center, [added: Client,] Gaming and Embedded.

Through the end of [removed: 2022,] [added: 2023,] we continue to maintain a valuation allowance of approximately $2.1 billion for certain federal, state, and foreign tax attributes.

The following table provides a summary of net revenue and operating income (loss) by segment for [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | |

| Data Center | | | $ | [removed: 6,043] [added: 6,496] | | | | | $ | [removed: 3,694] [added: 6,043] | |

| Client | | | [removed: 6,201] [added: 4,651] | | | | | | [removed: 6,887] [added: 6,201] | | |

| Gaming | | | [removed: 6,805] [added: 6,212] | | | | | | [removed: 5,607] [added: 6,805] | | |

| Embedded | | | [removed: 4,552] [added: 5,321] | | | | | | [removed: 246] [added: 4,552] | | |

| Total net revenue | | | $ | [removed: 23,601] [added: 22,680] | | | | | $ | [removed: 16,434] [added: 23,601] | |

| Data Center | | | $ | [removed: 1,848] [added: 1,267] | | | | | $ | [removed: 991] [added: 1,848] | |

| Client | | | [removed: 1,190] [added: (46)] | | | | | | [removed: 2,088] [added: 1,190] | | |

| Gaming | | | [removed: 953] [added: 971] | | | | | | [removed: 934] [added: 953] | | |

| Embedded | | | [removed: 2,252] [added: 2,628] | | | | | | [removed: 44] [added: 2,252] | | |

| All Other | | | [removed: (4,979)] [added: (4,419)] | | | | | | [removed: (409)] [added: (4,979)] | | |

| Total operating income [removed: (loss)] | | | $ | [removed: 1,264] [added: 401] | | | | | $ | [removed: 3,648] [added: 1,264] | |

Data Center net revenue of [removed: $6] [added: $6.5] billion in [removed: 2022] [added: 2023] increased by [removed: 64%,] [added: 7%,] compared to net revenue of [removed: $3.7] [added: $6.0] billion in [removed: 2021.][added: 2022.]

The increase was primarily driven by higher sales of [removed: our] [added: AMD Instinct GPUs and 4th Gen AMD] EPYC [removed: server processors.][added: CPUs.]

Data Center operating income was [removed: $1.8] [added: $1.3] billion in [removed: 2022,] [added: 2023,] compared to operating income of [removed: $991 million] [added: $1.8 billion] in [removed: 2021.][added: 2022.]

The increase in operating income was primarily driven by [removed: higher revenue,] [added: product mix,] partially offset by higher [removed: operating expenses.][added: R&D investment.]

Client operating [removed: income] [added: loss] was [removed: $1.2 billion] [added: $46 million] in [removed: 2022,] [added: 2023,] compared to operating income of [removed: $2.1] [added: $1.2] billion in [removed: 2021.][added: 2022.]

The decrease in operating income was primarily [removed: driven by] [added: due to] lower [removed: revenue and higher operating expenses.][added: revenue.]

Gaming net revenue of [removed: $6.8] [added: $6.2] billion in [removed: 2022 increased] [added: 2023 decreased] by [removed: 21%,] [added: 9%,] compared to net revenue of [removed: $5.6] [added: $6.8] billion in [removed: 2021.][added: 2022.]

Gaming operating income was [removed: $953] [added: $971] million in [removed: 2022,] [added: 2023,] compared to operating income of [removed: $934] [added: $953] million in [removed: 2021.][added: 2022.]

Embedded net revenue of [removed: $4.6] [added: $5.3] billion in [removed: 2022] [added: 2023] increased [removed: significantly,] [added: by 17%,] compared to net revenue of [removed: $246 million] [added: $4.6 billion] in [removed: 2021.][added: 2022.]

The [removed: significant] increase in net revenue was primarily driven by the inclusion of [removed: Xilinx] embedded product revenue [added: from Xilinx, Inc. (Xilinx) for the full twelve months period in 2023,] as [added: compared to] a [removed: result of the acquisition of] [added: partial period from February 14, 2022 (the] Xilinx [added: Acquisition Date)] in [removed: February 2022.][added: the prior year period.]

Embedded operating income was [removed: $2.3] [added: $2.6] billion in [removed: 2022,] [added: 2023,] compared to operating income of [removed: $44 million] [added: $2.3 billion] in [removed: 2021.][added: 2022.]

During 2023 we successfully launched multiple leadership products across our business and made important progress on our artificial intelligence (AI) strategy.

In Data Center, we launched several 4th Gen AMD EPYC™ processors, including our AMD EPYC 97x4 processors, formerly codenamed “Bergamo,” built with our “Zen 4c” architecture core and designed to deliver leadership cloud-native computing, and our AMD EPYC 8004 Series processors, formerly codenamed “Siena”, that bring the “Zen 4c” core into a purpose-built CPU.

In addition, we announced the extension of our 3rd Gen AMD EPYC processor family with six new offerings to meet the needs of general IT and mainstream computing for businesses seeking to leverage the economics of established platforms.

For our AI Data Center solutions, we announced the availability of the AMD Instinct™ MI300X accelerators that are designed to deliver leadership performance for generative AI workloads and high performance computing (HPC) applications.

In addition, we unveiled the AMD Instinct MI300A APU, which integrate the CPU and GPU cores on a single package delivering an efficient platform while also providing the compute performance to accelerate training on the latest AI models.

We enhanced the performance and features of our AMD RoCm™ software by releasing our latest AMD ROCm 6 open software platform for AI and HPC workloads.

We expanded our Embedded processor portfolio with powerful, scalable offerings for a variety of embedded applications such as the AMD Ryzen™ Embedded 7000 Series processor family.

We launched the AMD Versal™ Premium VP1902 adaptive SoC designed to help chipmakers streamline the verification of application-specific integrated circuits (SICs) and SoC designs, and we introduced the Spartan™ Ultrascale+™ FPGA ideal for cost-sensitive applications requiring low power and high I/O.

We launched the AMD Alveo™ MA35D media accelerator to power live interactive streaming services at scale, as well as the AMD Alveo UL3524 accelerator card.

We expanded our Zynq™ UltraScale™ RFSoC digital front-end portfolio with two additional devices to enable the expansion and deployment of 4G/5G radios where lower cost, power and spectrum-efficient radios are required to address increased wireless connectivity.

For our adaptive System-on-Modules (SOMs), we announced the addition of AMD Kria™ K24 SOM and KD240 Drives Starter Kit which offer power-efficient compute in a small factor and target cost-sensitive industrial and commercial edge applications.

We continued to expand our Client product portfolio by launching our Ryzen 7000 Series Mobile processors bringing the power of “Zen 4” and AMD RDNA 3 integrated graphics architecture to notebook users.

We expanded our commercial portfolio with AMD Ryzen PRO 7000 Series Mobile processors to bring advanced and power efficient x86 processors to business notebooks and mobile workstations.

We announced our Ryzen 7045HX3D gaming mobile processor with AMD 3D V-cache technology with leadership mobile gaming performance.

We also introduced AMD Ryzen X3D desktop processors, the Ryzen 9 7900X3D and Ryzen 9 7950X3D processors with 3D V-Cache technology.

For handheld PC gaming consoles, we introduced the AMD Ryzen Z1 and Z1 Extreme processors featuring RDNA 3 architecture based graphics, to bring portability and battery life to handled PC gaming consoles.

In Gaming, we introduced the AMD Radeon RX 7900M graphics for laptops, delivering desktop-class performance for gaming and content creation.

We also introduced the new AMD Radeon™ PRO W7000 Series graphics, our first professional graphic cards built on advanced AMD chiplet design to deliver leadership performance and unique features: the AMD Radeon PRO W7600 and AMD Radeon PRO W7500.

We designed these workstation graphics cards for mainstream professional workflows.

We also unveiled the AMD Radeon RX 7800 XT and Radeon RX 7700 XT graphics cards optimized to deliver high-performance and high-refresh 1440p gaming experiences along with AMD FidelityFX™ Super Resolution 3 designed to offer performance boosts in supported games.

We expanded our AI engagements with a broad set of data center customers during the year.

In our Data Center GPU business, demand for our Data Center GPUs products was very strong as we had large hyperscaler customers committed to deploy our next generation AMD Instinct MI300 accelerators.

Our AI strategy is focused on three areas: first, to deliver a broad portfolio and multigenerational roadmap of leadership CPUs, GPUs and adaptive computing solutions for AI inference and training; second, to extend the open software platform we have established to enable our AI hardware to be deployed broadly and with ease; and third, expand the deep and collaborative engagements we have established across the ecosystems to accelerate deployments of AMD-based AI solutions at scale.

To help execute our AI strategy and accelerate our AI business, we brought together multiple AI teams across AMD to execute our end-to-end AI hardware strategy and drive development of a comprehensive software ecosystem that will span our full product portfolio.

We strengthened our AI software capabilities with strategic acquisitions during the year.

In August 2023, we acquired Mipsology SAS, an AI software company to help develop the full AMD AI software stack and expand the open ecosystem of software tools, libraries and models.

We further expanded our open AI software capabilities with the acquisition of Nod, Inc., an open AI software company, in October 2023.

Nod, Inc.’s software technology helps accelerate the deployment of AI solutions optimized for AMD Instinct data center accelerators, Ryzen AI processors, EPYC processors, Versal SoCs and Radeon GPUs.

The decrease in net revenue was primarily due to a 25% decrease in Client segment revenue primarily due to lower processor sales and a 9% decrease in Gaming segment revenue primarily due to lower semi-custom product sales.

This decrease was partially offset by a 17% increase in Embedded segment revenue primarily due to the inclusion of embedded product revenue from Xilinx, Inc. (Xilinx) for the full twelve months period in 2023, as compared to a partial period from February 14, 2022 (the Xilinx Acquisition Date) in the prior year period, and a 7% increase in Data Center segment revenue primarily driven by higher sales of AMD Instinct GPUs and 4th Gen AMD EPYC CPUs.

The increase in gross margin was primarily due to higher Embedded segment revenue and lower amortization of acquisition-related intangible assets, partially offset by lower Client segment revenue and product mix.

The decrease in operating income was primarily due to lower Client segment performance and increased R&D investments, partially offset by lower amortization of acquisition-related intangible assets.

Based on our annual qualitative impairment test, we concluded it is not more likely than not that the fair value of each reporting unit exceeded its carrying amount.

The decrease in operating income was primarily due to product mix and higher research and development (R&D) investment.

Client net revenue of $4.7 billion in 2023 decreased by 25%, compared to net revenue of $6.2 billion in 2022, primarily due to lower sales of Ryzen mobile and desktop processors, resulting from a 16% decrease in average selling price and a 12% decrease in unit shipments.

Lower Ryzen processor sales were due to weak PC market conditions and inventory correction across the PC supply chain that impacted the first half of 2023.

The decrease in net revenue was primarily due to lower semi-custom product revenue.

The increase in operating income was primarily driven by the inclusion of Xilinx for the full twelve months period as compared to a partial period from the Xilinx Acquisition Date in the prior year period.

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

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.

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.

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.

We also introduced the AMD Ryzen PRO 7030 Series Mobile processors built on “Zen 3” core architecture.

In the Gaming segment, we unveiled the AMD Radeon™ RX 7900 XTX and the Radeon RX 7900 XT gaming graphics cards that are built on next-generation high performance, energy-efficient AMD RDNA™ 3 architecture.

We announced new graphics cards to the AMD Radeon RX 6000 Series product line: the AMD Radeon RX 6950 XT, the AMD Radeon RX 6750 XT and the AMD Radeon RX 6650 XT.

As of December [removed: 31, 2022,] [added: 30, 2023,] our investment portfolio consisted of fixed income instruments, time deposits and commercial paper.

A hypothetical 50 basis-point (half percentage point) increase or decrease in interest rates compared to rates at December [removed: 31, 2022] [added: 30, 2023] would have affected the fair value of our cash equivalent and investment portfolio by approximately [removed: $2.9] [added: $7] million.

As of December [removed: 31, 2022,] [added: 30, 2023,] all of our outstanding long-term debt had fixed interest rates.

As of December [removed: 31, 2022, substantially] [added: 30, 2023,] 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: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021.][added: 31, 2022.]

All of our foreign currency forward contracts mature within [removed: 18] [added: 24] months.

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | | | | | | | | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | | | | | | | | | |

| Chinese Renminbi | | | $ | [removed: 599] [added: 655] | | | | | [removed: 6.7848] [added: 6.7593] | | | | | | $ | [removed: (3)] [added: (10)] | | | | | $ | [removed: 360] [added: 599] | | | | | [removed: 6.5693] [added: 6.7848] | | | | | | $ | [removed: 6] [added: (3)] | |

| Canadian Dollar | | | [removed: 607] [added: 645] | | | | | | [removed: 1.3137] [added: 1.3479] | | | | | | [removed: (16)] [added: 11] | | | | | | [removed: 416] [added: 607] | | | | | | [removed: 1.2646] [added: 1.3137] | | | | | | [removed: (6)] [added: (16)] | | |

| Indian Rupee | | | [removed: 516] [added: 514] | | | | | | [removed: 82.1493] [added: 84.6922] | | | | | | [removed: (9)] [added: 1] | | | | | | [removed: 162] [added: 516] | | | | | | [removed: 77.3309] [added: 82.1493] | | | | | | [removed: 1] [added: (9)] | | |

| Taiwan Dollar | | | [removed: 207] [added: 171] | | | | | | [removed: 29.1231] [added: 29.3064] | | | | | | [removed: (4)] [added: (3)] | | | | | | [removed: 122] [added: 207] | | | | | | [removed: 27.2725] [added: 29.1231] | | | | | | [removed: (1)] [added: (4)] | | |

| Singapore Dollar | | | [removed: 259] [added: 495] | | | | | | [removed: 1.3600] [added: 1.3314] | | | | | | [removed: 4] [added: 6] | | | | | | [removed: 71] [added: 259] | | | | | | [removed: 1.3489] [added: 1.3600] | | | | | | [removed: —] [added: 4] | | |

| Euro | | | [removed: 142] [added: 303] | | | | | | [removed: 0.9334] [added: 0.9017] | | | | | | 1 | | | | | | [removed: 47] [added: 142] | | | | | | [removed: 0.8444] [added: 0.9334] | | | | | | [removed: (2)] [added: 1] | | |

| Pound Sterling | | | [removed: 88] [added: 167] | | | | | | [removed: 0.8204] [added: 0.8057] | | | | | | [removed: (1)] [added: 2] | | | | | | [removed: 6] [added: 88] | | | | | | [removed: 0.7317] [added: 0.8204] | | | | | | [removed: —] [added: (1)] | | |

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

| Australian Dollar | | | [removed: 1] [added: —] | | | | | | [removed: 1.4689] [added: —] | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: 1.3809] [added: 1.4689] | | | | | | — | | |

| Total | | | $ | [removed: 2,421] [added: 2,950] | | | | | | | | | | | $ | [removed: (28)] [added: 8] | | | | | $ | [removed: 1,185] [added: 2,421] | | | | | | | | | | | $ | [removed: (2)] [added: (28)] | |

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; [added: AMD’s strategy and expected benefits;] 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 balances together with the availability under that certain revolving credit facility (the Revolving Credit Agreement) made available to AMD and certain of its 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 months and beyond; AMD’s ability to obtain sufficient external financing on favorable terms, or at all; AMD’s expectation that based on management’s current knowledge, the potential liability related to AMD’s current litigation will not have a material adverse effect on its financial position, results of 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 in the next 12 months; [removed: and] a small number of customers will continue to account for a substantial part of AMD’s revenue in the [removed: future.][added: future; the expected implications from the development of the legal and regulatory environment relating to emerging technologies such as AI; AMD’s expectation that it will not pay dividends in the near future; AMD’s ability to achieve its corporate responsibility initiatives; expected future AI technology trends and developments.]

- server microprocessors [removed: (CPUs) and] [added: (CPUs),] graphics processing units (GPUs), [added: accelerated processing units (APUs),] data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), [added: Smart Network Interface Cards (SmartNICs), Artificial Intelligence (AI) accelerators] and Adaptive System-on-Chip (SoC) products for data centers;

- CPUs, [removed: accelerated processing units (APUs) that integrate CPUs and GPUs,] [added: APUs] and chipsets for [removed: desktop] [added: desktop, notebook,] and [removed: notebook] [added: handheld] personal computers;

- embedded CPUs, GPUs, APUs, FPGAs, [added: System on Modules (SOMs),] and Adaptive SoC products.

References in this report to [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] refer to the fiscal year unless explicitly stated otherwise.

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

Linux is the registered trademark of Linus Torvalds in the United States [removed: and] [added: and/or] other countries.

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

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

You can also obtain copies of these documents by writing to us at: Corporate Secretary, AMD, [removed: 7171 Southwest Parkway, M/S B100.T, Austin, Texas 78735,] [added: 2485 Augustine Drive, Santa Clara, California 95054,] or emailing us at: Corporate.Secretary@amd.com.

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

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

[removed: We leverage] [added: With] our high-performance [removed: CPU, GPU, FPGA and DPU] product [removed: portfolios to] [added: portfolios, we] deliver solutions that are differentiated at the chip level, such as our semi-custom SoCs, Adaptive SoCs, and APUs, and at the [removed: systems] [added: platform] level, such as [removed: PCs,] [added: in our customers’ client computing devices,] embedded platforms and servers.

We [added: believe that AI capabilities are central to products and solutions across our markets and we] have a broad technology roadmap and products targeting AI training and inference spanning cloud, edge and intelligent endpoints.

Our software platforms include development tools, compilers, and drivers for our CPUs, [added: APUs,] GPUs and FPGAs.

- the Data Center segment, which primarily includes server [removed: CPUs and] [added: CPUs,] GPUs, [added: APUs,] DPUs, FPGAs, [added: SmartNICs, AI accelerators] and Adaptive SoC products for data centers;

- the Client segment, which primarily includes CPUs, APUs, and chipsets for [removed: desktop and] [added: desktop,] notebook [added: and handheld] personal computers;

- the Embedded segment, which primarily includes embedded CPUs, GPUs, APUs, [removed: FPGAs] [added: FPGAs, SOMs,] and Adaptive SoC products.

The Data Center segment primarily includes [removed: server] [added: server-class] CPUs, GPUs, [added: AI accelerators,] DPUs, FPGAs, [added: SmartNICs,] and Adaptive SoC products.

We leverage our technology to address the [removed: computational and] [added: computational,] visual data processing [added: and AI workload acceleration] needs in the data center market.

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

Server CPUs. Our CPUs for server platforms currently include the AMD EPYC™ Series processors – AMD EPYC 9004 Series, AMD EPYC [added: 8004 Series, AMD EPYC] 7003 Series and AMD EPYC 7002 Series.

Our 4th Gen AMD EPYC 9004 Series processors are built on the “Zen 4” [removed: core] [added: 5 nanometer (nm) process node] and [removed: are] [added: re] designed to deliver leadership performance and energy efficiency across [removed: multiple] [added: a range of] market segments and workloads.

Our 3rd Gen AMD EPYC [removed: processors] [added: and 4th Gen AMD EPYC portfolios both] include [added: processors that feature] AMD 3D V-Cache™ technology for leadership performance in technical computing workloads.

Our Alveo™ accelerator cards provide a platform for accelerating workloads [added: including AI processing] in the data center, at the edge or the cloud.

DPUs. Our P4 programmable AMD Pensando DPUs are designed to help offload data center infrastructure services from the [added: host] CPU, and coupled with our comprehensive [added: networking] software stack, [added: AMD DPUs] 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 [removed: service] [added: Service] (IaaS) cloud providers improve [added: workload performance for] hosted virtualized and bare-metal [removed: workload performance.][added: offerings.]

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

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

In addition, we believe customers also benefit from an all-AMD platform (consisting of an APU or CPU, a discrete GPU, [removed: and] a chipset [removed: when needed),] [added: and AMD software),] 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 [removed: and server system] form factors.

We currently base our [removed: CPUs] [added: CPUs, APUs] 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 [removed: one or more CPU cores.][added: our compute engines and domain specific accelerators.]

Desktop CPUs. Our CPUs [added: and APUs] for desktop platforms currently include the AMD Ryzen™ and AMD 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: is the first AMD Ryzen processor to feature AMD 3D V-Cache technology to improve gaming performance.][added: provides price-performance for all levels of customers.]

Our AMD Ryzen [removed: 7000] [added: 7040] Series processors for mobile applications have up to [removed: 16] [added: 8] “Zen 4” architecture [removed: cores.][added: cores, are built on 4 nm process technology, and feature AMD RDNA 3 graphics.]

We also offer AMD Ryzen 6000 Series mobile processors, built on “Zen 3+” architecture and AMD Ryzen 5000 Series mobile processors, which are powered [removed: with] [added: by both] our “Zen [added: 2” and “Zen] 3” core [removed: architecture.][added: architectures, which are designed for mainstream solutions in both consumer and commercial markets.]

AMD Ryzen PRO, AMD [removed: Threadripper™] [added: Threadripper] PRO and AMD Athlon PRO 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.

Our AMD Ryzen Threadripper PRO [added: 7000 WX-Series processors with “Zen 4” core architecture and] 5000 WX-Series processors [added: with “Zen 3” core architecture] provide full-spectrum performance across multiple workstation workloads due to the performance and efficiency of the [removed: “Zen 3”] [added: Zen CPU] core [removed: architecture and increased processor frequencies.][added: with core count scaling up to 96 cores in the 7000 WX-Series.]

[removed: We also offer the] [added: Our] AMD Ryzen [added: Threadripper] PRO [removed: 7030 Series Mobile] [added: 7000 WX-Series] processors [added: are] built on [added: 5 nm] “Zen [removed: 3” core] [added: 4”] architecture.

In the AM4 ecosystem for 5000-series processors and prior, we offer the X570, B550 and A520 [removed: chipsets for socket AM4 for 3rd Gen AMD Ryzen desktop processors and 5000 processors.][added: chipsets.]

In addition, we continue to offer the B450 [removed: and A320] chipsets that are combined with AMD Ryzen processors for the AM4 desktop platform for the performance and affordable mainstream platforms segments.

*Additionally, we make certain voluntary disclosures in this report and on our website, which are informed by various standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders.

As such, these voluntary disclosures may not necessarily be “material” under the federal securities laws for SEC reporting purposes.

Furthermore, much of this information is subject to methodological considerations or information, including from third-parties, that is still evolving and subject to change, and which AMD does not independently verify.

For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.*

Our strategy is focused on five strategic pillars: extend leadership in foundational technology and IP, provide competitive software, tools and open-source enablement, re-use core technology across platforms to achieve economies of scale, build effective ecosystems with disciplined partnerships, and drive customer-centric go-to-market that leverages all of AMD’s capabilities.

We offer a deep portfolio of data center computing solutions including CPUs, GPUs, DPUs, SmartNICs, FPGAs, AI accelerators and Adaptive SoCs to meet the vast computing performance requirements of today’s data centers, supercomputers, AI and Machine Learning (ML) data center environments and cloud environments.

AMD is a leader in adaptive and embedded computing, CPUs, APUs, FPGAs, SOMs and Adaptive SoCs for a variety of markets, including health care, automotive, industrial, storage and networking.

We drive innovation with our line-up of CPUs, APUs and chipsets for desktop, notebook, commercial and handheld PCs to bring performance, efficiency and modern security features to gamers, creators, consumers and enterprises.

Our GPUs, including discrete GPUs, semi-custom SoC products and development services, work together with software to power immersive gaming experiences for personal PCs, handheld PCs, the latest game consoles and cloud gaming services.

We offer products that include capabilities to support AI deployment and we expect this part of our business to grow.

Our AI product portfolio caters to customers across strategic markets, from data center to enterprise to client.

With the acquisitions of Mipsology SAS and Nod, Inc. in 2023, we expanded our AI software capabilities to accelerate our AI growth strategy centered on an open software ecosystem to help lower the barriers of entry for customers through developer tools, libraries and models.

The AMD EPYC 97x4, cloud native-optimized data center CPUs, formerly codenamed “Bergamo,” are built with our “Zen 4c” architecture core and further extend the EPYC 9004 Series of processors to deliver the thread density and scale needed for cloud native computing.

Our AMD EPYC 8004 Series processors, formerly codenamed “Siena”, are also built on the “Zen 4c” core into a workload-optimized CPU.

Data Center GPUs. Our AMD Instinct™ family of GPU accelerator products, including AMD Instinct MI200 and MI300 Series which are based on AMD CDNA architecture.

Our AMD Alveo MA35D media accelerator is designed to deliver high channel density, power efficiency and ultra-low-latency performance.

For gaming enthusiasts, both the Ryzen 7000 Series and 5000 Series feature models with the AMD 3D V-Cache technology designed to improve gaming performance.

AMD has returned to the high end desktop (HEDT) segment with Ryzen Threadripper™ 7000 Series processors featuring up to 64 cores.

Our AMD Ryzen 7045 Series processors are designed to deliver high performance gaming solutions.

Our Ryzen 7040 Series mobile processors also feature dedicated AI hardware in an x86 processor, with our XDNA architecture.

Built on advanced 6 nm technology, our AMD Ryzen and Athlon 7020 C-Series processors have up to four cores and eight threads built on “Zen 2” architecture and AMD RDNA 2 integrated graphics to deliver fast and responsive performance for modern productivity, video conferencing, learning apps and streaming applications.

Our AMD Ryzen Z1 Series processors bring high-performance to handheld Windows-based PC gaming platforms.

These processors feature “Zen 4” processor technology combined with RDNA 3 graphics to deliver fast PC gaming, incredible battery life, and immersive experiences in handheld systems.

Our Ryzen PRO 7040 Series Mobile processors are built on “Zen 4” architecture, AMD RDNA 3 integrated graphics, AMD PRO technologies and Ryzen AI, on select models.

Our FSR 3.0 technology combines the upscaling features of prior versions while introducing our AMD Fluid Motion Frames Technology which generates interpolated frames between native frames to increase the frame rate of games for a smoother gaming experience.

Varying versions of FSR are supported in over 250 games and multiple products including Radeon GPUs, Ryzen APUs, and many of our Semi-custom solutions.

Being an open-source technology FSR works across competing hardware solutions as well.

Our AMD Radeon RX 7000 series are built on the high-performance, energy-efficient AMD RDNA3 architecture which provides up to 96 compute units, second generation high-bandwidth, low-latency AMD Infinity Cache technology as well as dedicated AI and ray tracing hardware.

The AMD RDNA 3 architecture provides process optimizations plus firmware and software enhancements and supports AI-accelerated video encoding and hardware-accelerated AV1 encoding.

It uses high-speed GDDR6 video RAM (VRAM) and targets discrete desktop GPUs with up to 24GB of VRAM, notebook GPUs with up to 16GB of VRAM.

Our AMD Radeon PRO W7000 series supports workstation GPUs with up to 48GB of VRAM and features the AMD Radiance Display Engine™ featuring DisplayPort™ 2.1 that delivers very high resolution and refresh rates, image fidelity and color accuracy.

We continue to offer our AMD Radeon PRO W6000 series workstation graphics products based on our AMD RDNA 2 architecture for high-performance workstations.

Our AMD Ryzen Embedded 5000 Series processors use “Zen 3” x86 CPU core architecture and are designed for enterprise reliability to support the consistent uptime requirements needed by security and networking customers.

Our AMD Ryzen Embedded 7000 Series processor family combines “Zen 4” architecture and integrated Radeon RDNA 2 graphics for a wide range of embedded applications, including industrial automation, machine vision, robotics and edge servers.

Our AMD Kria™ K24 SOM provides high determinism and low latency for powering electric drives and motor controllers used in compute-intensive digital signal processing (DSP) applications at the edge.

Coupled with our KD240 Drives Starter Kit, an out-of-the-box-ready motor control-based development platform, the products offer a seamless path to production deployment with the K24 SOM.

Our product brand for System-on-Module (SOM) is Kria.

Customers of our Client Segment products consist primarily of PC OEMs, a network of independent distributors and, for chipset products, ODMs that manufacture motherboards.

Our Gaming Segment customers include PC OEMs and independent distributors as well as add-in-board manufacturers (AIBs), independent game console and portable gaming devices manufacturers and contract manufacturers for AMD branded graphics cards.

Hyperscale Data Centers

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.

We invest in high-performance GPUs and software for markets such as gaming, compute, AI, and virtual reality (VR) and augmented reality (AR).

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.

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

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.

AMD Accelerated Parallel Processing or General Purpose GPU (GPGPU) refers to a set of advanced hardware and software technologies that enable our discrete 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.

In addition, computing devices with heterogeneous computing features can run computationally-intensive tasks more efficiently, which we believe provides a superior application experience to the end user.

Moreover, heterogeneous computing allows for the elevation of the GPU to the same level as the CPU for memory access, queuing, and execution.

Our AMD Radeon RX 7900 XTX and Radeon RX 7900 XT graphics cards are built on high-performance, energy-efficient AMD RDNA 3 architecture.

AMD Radeon RX 7900 series chiplet design combines 5 nm and 6 nm process nodes, each optimized for specific chips in the GPU.

AMD RDNA 3 gaming architecture is included in our newer AMD Radeon RX graphics cards giving process optimizations plus firmware and software enhancements and high-bandwidth, low-latency AMD Infinity Cache technology and GDDR6 memory at up to 20Gbps.

AMD Radeon PRO supports end users utilizing GPU accelerated visualization for construction, architecture and mechanical design through gaming and visualization engines on high resolution 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, including 3D rendering, 8K video composition and color correction, complex design and engineering simulations along with image and video editing applications.

Customers of our microprocessor products also include online and brick and mortar retailers.

Our graphics product customers include the foregoing as well as add-in-board manufacturers (AIBs).

Customers of our chipset products consist primarily of PC OEMs, often through ODMs or other contract manufacturers, who build the OEM motherboards, as well as desktop and server motherboard manufacturers who incorporate chipsets into their channel motherboards.

A variety of companies provide or have developed ARM-based microprocessors and platforms.

ARM-based designs are being used in the server market, which could lead to further growth and development of the ARM ecosystem.

The markets in which we participate are highly competitive.

Intel also manufactures and sells embedded graphics processors and integrated graphics processor (IGP) chipsets.

Also, Intel has developed their own gaming-focused discrete GPUs and has entered the market.

Other competitors include suppliers of discrete graphics and integrated graphics processor (IGP) chipsets.

Some of our competitors are smaller companies, which may have greater flexibility to address specific market needs, but less financial resources to address the growing complexity of graphics processors and the associated research and development costs.

Other competitors include manufacturers of:

- high-density programmable logic products characterized by FPGA-type architectures;

- high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs;

- ASICs and ASSPs with incremental amounts of embedded programmable logic;

- high-speed, low-density complex programmable logic devices (CPLDs);

- high-performance digital signal processing (DSP) devices;

- products with embedded processors;

- products with embedded multi-gigabit transceivers;

- discrete general-purpose GPUs targeting data center and automotive applications; and

- other new or emerging programmable logic products.

With respect to our semi-custom SoC products our orders and agreements are more stringent resulting in meaningful backlog for the coming quarter.

In 2022, we were recognized for the sixth consecutive year by the Human Rights Campaign Foundation as a Best Place to Work for LGBTQ+ equality and were included in Bloomberg’s Gender Equality Index for the fourth consecutive year.

In 2022, Dr. Lisa Su was listed among “Fortune’s Most Powerful Women”.

In the last two years, she also received the “Woman Innovation Award” from the Global Semiconductor Alliance and was listed among Barron’s World’s Best CEOs and Forbes’ World’s Most Powerful Women.

| | | | For the fiscal year ended December [removed: 31, 2022] [added: 30, 2023] | | |

[removed: ][added: ]

(Address of principal executive [removed: offices)][added: offices)(Zip Code)]

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

As of June [removed: 24, 2022,] [added: 30, 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $139.8] [added: $182.9] billion based on the reported closing sale price of [removed: $87.08] [added: $113.91] per share as reported on The NASDAQ Global Select Market (NASDAQ) on June [removed: 24, 2022,] [added: 30, 2023,] 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: 1,611,388,217] [added: 1,615,786,841] shares of common stock, $0.01 par value per share, as of [removed: February 22, 2023.][added: January 25, 2024.]

Portions of the registrant’s proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders [removed: (2023] [added: (2024] Proxy Statement) are incorporated into Part III hereof.

The [removed: 2023] [added: 2024] 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: 31, 2022.][added: 30, 2023.]

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| [removed: [SIGNATURES](#i179f0d6779c24794a67681755ffb9a04_241).] [added: [SIGNATURES](#i2f3a830247b542fcaaff99edb7e1a287_241).] | | | | | | [removed: [105](#i179f0d6779c24794a67681755ffb9a04_241)] [added: [105](#i2f3a830247b542fcaaff99edb7e1a287_241)] | | |

| [PART I](#i2f3a830247b542fcaaff99edb7e1a287_10) | | | | | | [1](#i2f3a830247b542fcaaff99edb7e1a287_10) | | |

| [I](#i2f3a830247b542fcaaff99edb7e1a287_1871)[TEM 1C.](#i2f3a830247b542fcaaff99edb7e1a287_1871) | | | [C](#i2f3a830247b542fcaaff99edb7e1a287_1871)[ybersecurity](#i2f3a830247b542fcaaff99edb7e1a287_1871) | | | [40](#i2f3a830247b542fcaaff99edb7e1a287_19) | | |

| [PART II](#i2f3a830247b542fcaaff99edb7e1a287_31) | | | | | | [42](#i2f3a830247b542fcaaff99edb7e1a287_31) | | |

| | | | | | | | | |

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

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

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF and AI Risk Management Framework).

This does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Information about cybersecurity risks and our risk management processes is collected, analyzed and considered as part of our overall enterprise risk management program.

Key components of our cybersecurity risk management program include:

- risk assessments designed to help identify cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment;

- a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

- cybersecurity awareness training of our employees, incident response personnel and senior management;

- a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

- a third-party cyber risk management process for vendors including, among other things, a security assessment and contracting program for vendors based on their risk profile.

At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

*See “Risk Factors - IT outages, data loss, data breaches and cyberattacks could disrupt operations and compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, reputation, financial condition and results of operations.”*

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Finance Committee (Committee) oversight of cybersecurity and other information technology risks.

The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives quarterly reports from management on our cybersecurity risks.

In addition, management updates the Committee, as necessary, regarding any significant cybersecurity incidents.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity.

The full Board also receives a briefing from management on our cyber risk management program at least annually.

Board members receive presentations on cybersecurity matters from our Chief Information Security Officer (CISO), information security team or external experts as part of the Board’s continuing education on topics that impact public companies.

Our management team, led by our CISO and Sr. Director of Information Security, are responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and any retained external cybersecurity consultants.

Our Sr. Director of Information Security has served in various roles in information technology and information security for over 20 years and holds multiple industry-recognized certifications.

Our CISO, who is also our Chief Information Officer, has over 20 years of experience managing global IT operations, including strategy, applications, infrastructure, information security, support and execution.

Our management team, led by our CISO and Sr. Director of Information Security, is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, which may include, among other things, briefings with internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in our IT environment.

As of December [removed: 31, 2022,] [added: 30, 2023,] we have [added: approximately] 6 million square feet of space for research and development, engineering, administrative and warehouse use throughout the world.

These facilities include [added: approximately] 5 million square feet of leased space and [added: approximately] 1 million square feet of owned space.

On [removed: February 22, 2023,] [added: January 25, 2024,] there were [removed: 5,014] [added: 4,909] registered holders of our common stock, and the closing price of our common stock was [removed: $76.61] [added: $180.33] per share as reported on NASDAQ.

[removed: In May 2021, our Board of Directors] [added: We have an] approved [removed: a] stock repurchase program [added: authorizing repurchases] of up to [removed: $4] [added: $12] billion of our common stock [removed: (Existing Repurchase] [added: (Repurchase] Program).

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

The following table provides information relating to our repurchase of common stock [removed: for] [added: during] the [added: fourth quarter of fiscal] year [removed: ended December 31, 2022:][added: 2023:]

| [added: Date of Repurchase] | | | Total Number of Shares Repurchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Repurchased as Part of Publicly Announced [removed: Program] [added: Plans or Programs] | | | | | | [removed: Maximum] [added: Approximate] Dollar Value of Shares That May Yet be Purchased Under the [removed: Program] [added: Publicly Announced Plans or Programs] | | |

During fiscal year [removed: 2022,] [added: 2023,] we withheld [removed: 5] [added: 4] million shares [added: at an average price of $110.51 per share] as payment of withholding taxes in connection with the vesting and exercise of equity awards.

Advanced Micro Devices, S&P 500 Index and S&P 500 [removed: Semiconductor] [added: Semiconductors] Index

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 [removed: Semiconductor] [added: Semiconductors] Index from December [removed: 30, 2017] [added: 29, 2018] through December [removed: 31, 2022.][added: 30, 2023, assuming reinvestment of dividends.]

[removed: ][added: ]

| Company / Index | | | [removed: 12/30/2017 | | |] 12/29/2018 | | | 12/28/2019 | | | 12/26/2020 | | | 12/25/2021 | | | 12/31/2022 | | | [added: 12/30/2023 | | |]

| Oct 1, 2023 - Oct 28, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 5,788 | |

| Oct 29, 2023 - Nov 25, 2023 | | | 781,106 | | | | | | $ | 119.59 | | | | | 781,106 | | | | | | $ | 5,694 | |

| Nov 26, 2023 - Dec 30, 2023 | | | 1,164,316 | | | | | | $ | 119.99 | | | | | 1,164,316 | | | | | | $ | 5,555 | |

| Total | | | 1,945,422 | | | | | | | | | | | | 1,945,422 | | | | | | | | |

| Advanced Micro Devices, Inc. | | | $100 | | | $ | 259 | | $ | 515 | | $ | 820 | | $ | 363 | | $ | 827 | |

| S&P 500 Index | | | $100 | | | $ | 133 | | $ | 155 | | $ | 200 | | $ | 165 | | $ | 209 | |

| S&P 500 Semiconductors Index | | | $100 | | | $ | 148 | | $ | 208 | | $ | 317 | | $ | 198 | | $ | 417 | |

None.

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”).

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

| Repurchases during each fiscal quarter of 2022: | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | | | | | | | |

| Repurchases during last fiscal quarter of 2022: | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | |

On January 3, 2023, we issued warrants to purchase 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 January 3, 2026.

The warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933.

On February 9, 2023, we issued 27,230 shares of AMD’s common stock pursuant to an exercise in full by a commercial partner of warrants to purchase up to 42,260 shares of AMD’s common stock at an exercise price of $25.4994 per share (the Warrants).

As a result, the Warrants are no longer outstanding.

The commercial partner acquired the Warrants on March 30, 2020 and June 29, 2020 pursuant to a strategic arrangement with such partner.

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

| | | | [added: | | |] Year Ended | | | | | | | | | | | | | | |

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | |

| Net revenue | | | $ | [removed: 23,601] [added: 22,680] | | | | | $ | [removed: 16,434] [added: 23,601] | | | | | $ | [removed: 9,763] [added: 16,434] | |

| Cost of sales | | | [removed: 11,550] [added: 11,278] | | | | | | [removed: 8,505] [added: 11,550] | | | | | | [removed: 5,416] [added: 8,505] | | |

| Amortization of acquisition-related intangibles | | | [removed: 1,448] [added: 942] | | | | | | [removed: —] [added: 1,448] | | | | | | — | | |

| Total cost of sales | | | [removed: 12,998] [added: 12,220] | | | | | | [removed: 8,505] [added: 12,998] | | | | | | [removed: 5,416] [added: 8,505] | | |

| Gross profit | | | [removed: 10,603] [added: 10,460] | | | | | | [removed: 7,929] [added: 10,603] | | | | | | [removed: 4,347] [added: 7,929] | | |

| Research and development | | | [removed: 5,005] [added: 5,872] | | | | | | [removed: 2,845] [added: 5,005] | | | | | | [removed: 1,983] [added: 2,845] | | |

| Marketing, general and administrative | | | [removed: 2,336] [added: 2,352] | | | | | | [removed: 1,448] [added: 2,336] | | | | | | [removed: 995] [added: 1,448] | | |

| Amortization of acquisition-related intangibles | | | [removed: 2,100] [added: 1,869] | | | | | | [removed: —] [added: 2,100] | | | | | | — | | |

| Licensing gain | | | [removed: (102)] [added: (34)] | | | | | | [removed: (12)] [added: (102)] | | | | | | [removed: —] [added: (12)] | | |

| Operating income | | | [removed: 1,264] [added: 401] | | | | | | [removed: 3,648] [added: 1,264] | | | | | | [removed: 1,369] [added: 3,648] | | |

| Interest expense | | | [removed: (88)] [added: (106)] | | | | | | [removed: (34)] [added: (88)] | | | | | | [removed: (47)] [added: (34)] | | |

| Other income (expense), net | | | [removed: 8] [added: 197] | | | | | | [removed: 55] [added: 8] | | | | | | [removed: (47)] [added: 55] | | |

| Income before income taxes and equity income | | | [removed: 1,184] [added: 492] | | | | | | [removed: 3,669] [added: 1,184] | | | | | | [removed: 1,275] [added: 3,669] | | |

| Income tax provision (benefit) | | | [removed: (122)] [added: (346)] | | | | | | [removed: 513] [added: (122)] | | | | | | [removed: (1,210)] [added: 513] | | |

| Equity income in investee | | | [removed: 14] [added: 16] | | | | | | [removed: 6] [added: 14] | | | | | | [removed: 5] [added: 6] | | |

| Net income | | | $ | [removed: 1,320] [added: 854] | | | | | $ | [removed: 3,162] [added: 1,320] | | | | | $ | [removed: 2,490] [added: 3,162] | |

| Basic | | | $ | [removed: 0.85] [added: 0.53] | | | | | $ | [removed: 2.61] [added: 0.85] | | | | | $ | [removed: 2.10] [added: 2.61] | |

| Diluted | | | $ | [removed: 0.84] [added: 0.53] | | | | | $ | [removed: 2.57] [added: 0.84] | | | | | $ | [removed: 2.06] [added: 2.57] | |

| Basic | | | [removed: 1,561] [added: 1,614] | | | | | | [removed: 1,213] [added: 1,561] | | | | | | [removed: 1,184] [added: 1,213] | | |

| Diluted | | | [removed: 1,571] [added: 1,625] | | | | | | [removed: 1,229] [added: 1,571] | | | | | | [removed: 1,207] [added: 1,229] | | |

| Net change in unrealized gains (losses) on cash flow hedges | | | [removed: (38)] [added: 31] | | | | | | [removed: (20)] [added: (38)] | | | | | | [removed: 17] [added: (20)] | | |

| Total comprehensive income | | | $ | [removed: 1,282] [added: 885] | | | | | $ | [removed: 3,142] [added: 1,282] | | | | | $ | [removed: 2,507] [added: 3,142] | |

| | | | December [added: 30, 2023 | | | | | | December] 31, 2022 | | | | | | December 25, 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 4,835] [added: 3,933] | | | | | $ | [removed: 2,535] [added: 4,835] | |

| Short-term investments | | | [removed: 1,020] [added: 1,840] | | | | | | [removed: 1,073] [added: 1,020] | | |

| Accounts receivable, net | | | [removed: 4,126] [added: 5,376] | | | | | | [removed: 2,706] [added: 4,126] | | |

| Inventories | | | [removed: 3,771] [added: 4,351] | | | | | | [removed: 1,955] [added: 3,771] | | |

| Receivables from related parties | | | [removed: 2] [added: 9] | | | | | | 2 | | |

| Prepaid expenses and other current assets | | | [removed: 1,265] [added: 1,259] | | | | | | [removed: 312] [added: 1,265] | | |

| Total current assets | | | [removed: 15,019] [added: 16,768] | | | | | | [removed: 8,583] [added: 15,019] | | |

| Property and equipment, net | | | [removed: 1,513] [added: 1,589] | | | | | | [removed: 702] [added: 1,513] | | |

| Operating lease right-of-use assets | | | [removed: 460] [added: 633] | | | | | | [removed: 367] [added: 460] | | |

| Goodwill | | | [removed: 24,177] [added: 24,262] | | | | | | [removed: 289] [added: 24,177] | | |

| Acquisition-related intangibles | | | [removed: 24,118] [added: 21,363] | | | | | | [removed: —] [added: 24,118] | | |

| Investment: equity method | | | [removed: 83] [added: 99] | | | | | | [removed: 69] [added: 83] | | |

| Deferred tax assets | | | [removed: 58] [added: 366] | | | | | | [removed: 931] [added: 58] | | |

| Other non-current assets | | | [removed: 2,152] [added: 2,805] | | | | | | [removed: 1,478] [added: 2,152] | | |

| Total assets | | | $ | [removed: 67,580] [added: 67,885] | | | | | $ | [removed: 12,419] [added: 67,580] | |

| Net income | | | 854 | | | | | | 1,320 | | | | | | 3,162 | | |

| Net income | | | $ | 854 | | | | | $ | 1,320 | | | | | $ | 3,162 | |

| Proceeds from sale of short-term investments | | | 300 | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | (985) | | | | | | (3,702) | | | | | | (1,762) | | |

As a result, the Company classifies its short-term investments, including securities with stated maturities beyond twelve months, within current assets in the Consolidated Balance Sheets.

Recently Issued Accounting Standard Updates Not Yet adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07 Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures to enhance disclosures about significant segment expenses.

This ASU is effective for the Company’s fiscal year 2024 and interim periods in fiscal year 2025.

Early adoption is permitted.

The Company is currently evaluating segment expense disclosures related to its annual report for fiscal year 2024.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

This ASU is effective for the Company’s fiscal year 2025.

Early adoption is permitted.

The Company is currently evaluating income tax disclosures related to its annual report for fiscal year 2025.

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.

Acquisition-related and other costs primarily include transaction costs, purchase price adjustments for inventory, certain compensation charges, contract termination and workforce rebalancing charges.

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | December 25, 2021 | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | December 25, 2021 | | |

| Licensing gain | | | (34) | | | | | | (102) | | | | | | (12) | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | December 25, 2021 | | |

| | | | Segment | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | December 25, 2021 | | |

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

| Total property and equipment, net | | | $ | 1,589 | | | | | $ | 1,513 | |

Fiscal Year 2023 Acquisitions

During the year ended December 30, 2023, the Company completed business acquisitions for a total consideration of $134 million that resulted in the recognition of $49 million of identifiable net assets and $85 million of goodwill.

The financial results of these acquired businesses, which were not material, were included in the Company's Consolidated Statements of Operations from their respective dates of acquisition under the Data Center, Client and Embedded segments.

Fiscal Year 2022 Acquisitions

In the fourth quarter of 2023, these IPR&D assets reached technological feasibility and were reclassified as developed technology, and began amortization over their estimated useful lives of 15 years.

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

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

| | | | | | | | | | December 30, 2023 | | | | | | | | | | | | | | | | | | December 31, 2022 | | | | | | | | | | | | | | |

In the fourth quarter of 2023, $970 million of IPR&D intangible assets acquired from Xilinx reached technological feasibility and were reclassified as developed technology, and began amortization over their estimated useful lives.

| 2028 | | | 1,846 | | |

| 2029 and thereafter | | | 10,825 | | |

| Total | | | $ | 21,143 | |

| Client | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18 | | | | | | 18 | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | |

| Less: current portion of long-term debt and related unamortized debt premium and issuance costs | | | 751 | | | | | | — | | |

| Total | | | $ | 2,500 | | | | | | | | | | |

The Company has $3.0 billion available under a revolving credit agreement, as amended, that expires on April 29, 2027 (Revolving Credit Agreement).

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

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

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

| Transfer of assets for the acquisition of property and equipment | | | $ | 13 | | | | | $ | 37 | | | | | $ | 111 | |

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.

Custom products arrangements generally involve a single performance obligation.

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.

The Company’s quantitative impairment analysis uses a combination of the income approach, which requires estimates of the present value of expected future cash flows of a reporting unit, and the market approach, which uses financial ratios of comparable companies to arrive at an estimated value for the reporting units.

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.

For certain foreign subsidiaries where the local currency is the functional currency, assets and liabilities are translated from foreign currencies into U.S. dollars.

Gains or losses arising from translation of foreign currency denominated assets and liabilities (i.e., cumulative translation adjustment) are included as a component of accumulated other comprehensive income (loss) in stockholders' equity.

The change is considered preferable based on the Company’s facts and circumstances as it provides better and more timely information of expected future income tax liabilities arising from temporary tax differences primarily associated with the Xilinx acquisition.

As a result of the acquisition, the Company recorded $27.3 billion of identified intangible assets (refer to Note 5 - Business Combinations), of which $16.9 billion are related to foreign operations which will be amortized to income from operations over the assets’ estimated useful lives, but for which the Company will not receive a tax deduction under GILTI.

This accounting policy change resulted in the recording of $857 million of deferred tax liabilities in connection with the Xilinx acquisition as disclosed in Note 14 - Income Taxes.

In addition, for the year ended December 31, 2022, it resulted in a decrease in the income tax provision with a corresponding increase to net income of $296 million and an increase in basic and diluted earnings per share of $0.19, as compared to the computation under the previous accounting policy.

This accounting policy change had no material impact on the Company’s historical consolidated financial statements.

*Accrued Interest on Unrecognized Tax Benefits.* Prior to 2022, the Company reported any interest expense related to unrecognized tax benefits as a component of Interest expense and reported any related penalties as a component of Income tax provision (benefit).

In 2022, the Company elected to change its method of accounting for tax interest expense from Interest expense to the Income tax provision (benefit) line in the Consolidated Statements of Operations.

This change in classification is considered preferable as it i) better aligns classification of tax interest with the substance of the underlying tax positions, which are managed inclusive of interest, ii) allows for greater visibility to the cost of the Company’s debt and other financing activities, and iii) better aligns with common industry practice and provides increased comparability.

This accounting policy change resulted in a decrease in Interest expense and corresponding increase to i) Income before income taxes and equity income and ii) Income tax provision (benefit) as reported on the Consolidated Statements of Operations of $11 million in 2022.

This accounting policy change had an immaterial effect on the Consolidated Statements of Operations in 2021 and 2020, and the Company did not revise its previously issued consolidated financial statements for these fiscal years.

This accounting policy change had no impact to net income or basic and diluted earnings per share, or to financial statements besides the Consolidated Statements of Operations, for any period, as compared to the computation under the previous accounting policy.

| Land | | | $ | 120 | | | | | $ | — | |

| Other Non-current Assets | | | December 31, 2022 | | | | | | December 25, 2021 | | |

| Prepaid long-term supply agreements | | | $ | 1,252 | | | | | $ | 916 | |

| Software and technology licenses, net | | | 362 | | | | | | 323 | | |

| Other | | | 538 | | | | | | 239 | | |

| Total other non-current assets | | | $ | 2,152 | | | | | $ | 1,478 | |

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

In the second quarter of fiscal year 2022, the Company updated its segment reporting structure to align financial reporting with the manner in which the Company manages its business in strategic end markets.

The Company’s disclosed measure of segment operating results has been updated consistent with the revised manner in which the Company’s CODM assesses the company’s financial performance and allocates resources.

All prior-period segment data have been retrospectively adjusted.

| | | | | | | | | |

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

Sales to customers A and B consisted of sales of products from the Gaming and Client segments, respectively.

The fair values are subject to adjustment for up to one year after the close of the transaction as additional information is obtained.

As of December [removed: 31, 2022,] [added: 30, 2023,] 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: 31, 2022] [added: 30, 2023] 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: 31, 2022,] [added: 30, 2023,] which is included in Part II, Item 8, above.

There [removed: has been] [added: were] no [removed: change] [added: other changes] in our internal controls over financial reporting during our most recently completed fiscal [removed: quarter] [added: year] that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

During the year ended December 30, 2023, we completed the implementation of our new enterprise resource planning (ERP) system to help us manage our operations and financial reporting.

In connection with this implementation, we modified the design and documentation of our internal control processes and procedures relating to the new system.

Following the implementation, the changes to our control environment were validated according to our established processes and our internal controls over financial reporting continued to operate as designed.

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.

During the quarterly period ended December 30, 2023, the following directors and officers adopted, modified or terminated 10b5-1 plans:

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

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

| Name | | | Title of Director or Officer | | | Action | | | Date | | | Trading Arrangement | | | | | | Total Shares to be Sold | | | Expiration Date | | |

| Rule 10b5-1* | | | Non-Rule 10b5‑1 | | | | | | | | | | | | | | | | | | | | |

| Lisa Su | | | Chair, President and Chief Executive Officer | | | Adopt | | | November 20, 2023 | | | X | | | | | | 834,226 | | | December 5, 2024 | | |

| Mark Papermaster | | | Executive Vice President, Chief Technology Officer | | | Adopt | | | November 15, 2023 | | | X | | | | | | 97,756 | | | November 15, 2024 | | |

| * Intended to satisfy the affirmative defense of Rule 10b5-1(c) Not intended to satisfy the affirmative defense of Rule 10b5-1(c) | | | | | | | | | | | | | | | | | | | | | | | |

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.

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: 2023] [added: 2024] annual meeting of stockholders (our [removed: 2023] [added: 2024] Proxy Statement) is incorporated herein by reference.

See also, “Part 1, Item 1-Website Access to [removed: Company Reports] [added: our SEC Filings] and Corporate Governance Documents,” above.

The information under the captions “Directors’ Compensation and Benefits” (including [removed: “2022] [added: “2023] Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” [removed: “Compensation Policies and Practices,”] “Executive Compensation” (including [removed: “2022] [added: “2023] Summary Compensation Table,” [removed: “2022] [added: “2023] Nonqualified Deferred Compensation,” “Outstanding Equity Awards at [removed: 2022] [added: 2023] Fiscal Year-End,” “Grants of Plan-Based Awards in [removed: 2022”] [added: 2023”] and “Option Exercises and Stock Vested in [removed: 2022) and] [added: 2023,”] “Severance and Change in Control Arrangements” [added: and “Chief Executive Officer Pay Ratio”), and “Compensation and Leadership Resources Committee Report”] in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement, our [removed: 2023] [added: 2024] Proxy Statement will not be deemed to be filed as part of this report.

Without limiting the foregoing, the information under the captions “Compensation [added: and Leadership Resources] Committee Report” and “Audit [added: and Finance] Committee Report” in our [removed: 2023] [added: 2024] Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.

| [Consolidated Statements of [removed: Operations](#i179f0d6779c24794a67681755ffb9a04_106)] [added: Operations](#i2f3a830247b542fcaaff99edb7e1a287_115)] | | | | | | [removed: [51](#i179f0d6779c24794a67681755ffb9a04_106)] [added: [54](#i2f3a830247b542fcaaff99edb7e1a287_115)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i179f0d6779c24794a67681755ffb9a04_109)] [added: Income](#i2f3a830247b542fcaaff99edb7e1a287_118)] | | | | | | [removed: [52](#i179f0d6779c24794a67681755ffb9a04_109)] [added: [55](#i2f3a830247b542fcaaff99edb7e1a287_118)] | | |

| [Consolidated Balance [removed: Sheets](#i179f0d6779c24794a67681755ffb9a04_112)] [added: Sheets](#i2f3a830247b542fcaaff99edb7e1a287_121)] | | | | | | [removed: [53](#i179f0d6779c24794a67681755ffb9a04_112)] [added: [56](#i2f3a830247b542fcaaff99edb7e1a287_121)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i179f0d6779c24794a67681755ffb9a04_115)] [added: Equity](#i2f3a830247b542fcaaff99edb7e1a287_124)] | | | | | | [removed: [54](#i179f0d6779c24794a67681755ffb9a04_115)] [added: [57](#i2f3a830247b542fcaaff99edb7e1a287_124)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i179f0d6779c24794a67681755ffb9a04_118)] [added: Flows](#i2f3a830247b542fcaaff99edb7e1a287_127)] | | | | | | [removed: [55](#i179f0d6779c24794a67681755ffb9a04_118)] [added: [58](#i2f3a830247b542fcaaff99edb7e1a287_127)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i179f0d6779c24794a67681755ffb9a04_121)] [added: Statements](#i2f3a830247b542fcaaff99edb7e1a287_130)] | | | | | | [removed: [57](#i179f0d6779c24794a67681755ffb9a04_121)] [added: [60](#i2f3a830247b542fcaaff99edb7e1a287_130)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i179f0d6779c24794a67681755ffb9a04_193)] [added: Firm](#i2f3a830247b542fcaaff99edb7e1a287_193)] (PCAOB ID: 42) | | | | | | [removed: [90](#i179f0d6779c24794a67681755ffb9a04_193)] [added: [90](#i2f3a830247b542fcaaff99edb7e1a287_193)] | | |

| | | | 3.2 | | | | | | [Advanced Micro Devices, Inc. Amended and Restated Bylaws, as amended on January 29, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm) [filed as Exhibit 3.2 to AMD](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[s Annual Report on Form 10-K for the fiscal year ended December 26, 2020](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[, is hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)] | | |

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

| | | | 4.7 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex41.htm) [dated] [added: [Indenture, dated] as of June 9, 2022, by and between Advanced Micro Devices, Inc. and U.S. Bank Trust Company, National Association, as trustee, filed as exhibit 4.1 to AMD’s Current Report [removed: o] [added: on] Form 8-K dated June 9, 2022, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex41.htm) | | |

| | | | 4.8 | | | | | | [First Supplemental Indenture, dated as of June 9, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as [removed: trustee,](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex42.htm) [including] [added: trustee, including] the Form of 2032 Note and Form of [removed: 2052](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex42.htm) [Note,](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex42.htm) [filed] [added: 2052 Note, filed] as exhibit 4.2 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex42.htm). | | |

| | | | *10.35 | | | | | | [Form of [removed: Performance-based] [added: Performance-](https://www.sec.gov/Archives/edgar/data/2488/000000248819000011/ex10104-10kfy18.htm)[B](https://www.sec.gov/Archives/edgar/data/2488/000000248819000011/ex10104-10kfy18.htm)[ased] Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.104 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248819000011/ex10104-10kfy18.htm) | | |

| | | | *10.43 | | | | | | [Form of [removed: Performance-based] [added: Performance-](https://www.sec.gov/Archives/edgar/data/2488/000000248820000103/exh101formofprsuagtsvp.htm)[B](https://www.sec.gov/Archives/edgar/data/2488/000000248820000103/exh101formofprsuagtsvp.htm)[ased] Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000103/exh101formofprsuagtsvp.htm) | | |

| | | | [removed: *10.46] [added: 10.46] | | | | | | [Wafer Supply Agreement, among Advanced Micro Devices, Inc., The Foundry Company and AMD Fab Technologies US, Inc., dated March 2, 2009, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020, is hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh101amdq310q20.htm). | | |

| | | | [removed: *10.47] [added: 10.47] | | | | | | [Wafer Supply Agreement Amendment No. 1, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc., GLOBALFOUNDRIES U.S. Inc. and GLOBALFOUNDRIES Singapore. Pte. Ltd., dated March 29, 2011, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/ex102amdq310q20.htm) | | |

| | | | [removed: *10.48] [added: 10.48] | | | | | | [Wafer Supply Agreement Amendment No. 2, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc., GLOBALFOUNDRIES U.S. Inc., Advanced Technology Investment Company LLC and ATIC International Investment Company LLC, dated March 4, 2012, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September [removed: 26October 28,] [added: 26](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh103amdq310q20.htm)[,] 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh103amdq310q20.htm) | | |

| | | | [removed: *10.49] [added: 10.49] | | | | | | [Wafer Supply Agreement Amendment No. 3, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc. and GLOBALFOUNDRIES U.S. Inc., dated December 6, 2012, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September [removed: 26October 28, 2020,] [added: 26](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh104amdq310q20.htm)[, 2020](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh104amdq310q20.htm)[,] is hereby incorporated by [removed: reference](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh104amdq310q20.htm).] [added: reference](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh104amdq310q20.htm)[.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh104amdq310q20.htm)] | | |

| | | | [removed: *10.50] [added: 10.50] | | | | | | [Wafer Supply Agreement Amendment No. 4, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc. and GLOBALFOUNDRIES U.S. Inc., dated March 30, 2014, filed as Exhibit 10.5 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September [removed: 26October 28, 2020,] [added: 26](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/ex105amdq310q20.htm)[, 2020](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/ex105amdq310q20.htm)[,] is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/ex105amdq310q20.htm) | | |

| | | | [removed: *10.51] [added: 10.51] | | | | | | [Wafer Supply Agreement Amendment No. 5, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc. and GLOBALFOUNDRIES U.S. Inc., dated as of April 16, 2015, filed as Exhibit 10.6 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September [removed: 26October 28, 2020,] [added: 26](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh106amdq310q20.htm)[, 2020](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh106amdq310q20.htm)[,] is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248820000164/exh106amdq310q20.htm) | | |

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

| | | | *10.55 | | | | | | [Form of [removed: Performance-based] [added: Performance-](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_1prsu2021agreementsv.htm)[B](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_1prsu2021agreementsv.htm)[ased] Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_1prsu2021agreementsv.htm) | | |

| | | | [removed: *10.58] [added: 10.58] | | | | | | [Amended and Restated Wafer Supply Agreement Amendment No. 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc. and GLOBALFOUNDRIES U.S. Inc., dated as of May 12, 2021, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248821000116/exh10_4amd-wsaamendment7ar.htm) | | |

| | | | [removed: *10.59] [added: 10.59] | | | | | | [First Amendment to Amended and Restated Wafer Supply Agreement No. 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc. and GLOBALFOUNDRIES U.S. Inc., dated December 23, [removed: 2021](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[, f](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[iled] [added: 2021, filed] as Exhibit [removed: 10.63](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm) [to](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm) [AMD](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[s A](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[nnual] [added: 10.63 to AMD’s Annual] Report on Form 10-K for the [removed: year](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm) [ended](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm) [December](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm) [25,] [added: year ended December 25,] 2021, is [removed: here](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[b](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[y i](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[nc](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[orporated] [added: hereby incorporated] by [removed: reference](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)[.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000016/ex10_63amd-wsa1stamendemen.htm)] | | |