Advanced Micro Devices (AMD) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-28 10-K against the 2023-12-30 one, compared heading by heading and sentence by sentence.
Item 1A136 rewritten59 added65 removed435 unchanged
All filing items926 rewritten349 added423 removed1,732 unchanged
Summary
counted, not written
- Item 1A lists 44 risk factor headings: 2 new, 6 reworded and 36 unchanged since FY2023. 4 headings from FY2023 no longer appear.
- Sentence by sentence, 349 added, 423 removed, 926 rewritten and 1,732 unchanged across 19 items that differ.
New Item 1A headings (2)
- Nvidia’s dominance in the graphics processing unit market and its aggressive business practices may limit our ability to compete effectively on a level playing field.
- Our ability to complete the acquisition of ZT Systems is subject to closing conditions, including the receipt of consents and approvals from government authorities, which may impose conditions that could adversely affect us or cause the acquisition to not be completed.
Removed Item 1A headings (4)
- 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 may encounter difficulties in operating our newly upgraded enterprise resource planning system, which could materially adversely affect us.
- Our indebtedness could adversely affect our financial position and prevent us from implementing our strategy or fulfilling our contractual obligations.
- We may not be able to generate sufficient cash to meet our working capital requirements. 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. Also, our cash and cash equivalents could be adversely affected if the banking institutions in which we hold our cash and cash equivalents fail.
Reworded Item 1A headings (6)
- The markets in which our products are sold are highly
[removed: competitive.][added: competitive and rapidly evolving.] - The success of our business
[removed: is dependent upon][added: depends on] our ability to introduce products on a timely basis with features and performance levels that provide value to our customers while supporting and coinciding with significant industry transitions. - Our business
[removed: is dependent upon][added: depends on] the proper functioning of our internal business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls. - We are subject to environmental laws, conflict
[removed: minerals-related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act][added: minerals regulations,] as well as a variety of other laws or regulations that could result in additional costs and liabilities. - The agreements governing our notes, our
[removed: guarantees][added: guarantee] of the Assumed Xilinx Notes, and our Revolving Credit Agreement impose restrictions on us that may adversely affect our ability to operate our business. - Acquisitions, joint ventures, and/or [added: strategic] investments, and the failure to integrate acquired businesses, may fail to materialize their anticipated benefits and could disrupt our business, which could adversely affect our results of operation and financial condition.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
136 rewritten, 59 added, 65 removed, 435 unchanged
[removed: - Intel] [added: ◦Intel] Corporation’s dominance of the microprocessor market and its aggressive business practices may limit our ability to compete effectively on a level playing field.
[removed: - Economic] [added: ◦Economic] and market uncertainty may adversely impact our business and operating results.
[removed: - The] [added: ◦The] semiconductor industry is highly cyclical and has experienced severe downturns.
[removed: - The] [added: ◦The] demand for our products depends in part on the market conditions in the industries into which they are sold.
[removed: - The] [added: ◦The] loss of a significant customer may have a material adverse effect on us.
[removed: - The] [added: ◦The] markets in which our products are sold are highly [removed: competitive.][added: competitive and rapidly evolving.]
[removed: - Our] [added: ◦Our] operating results are subject to quarterly and seasonal sales patterns.
[removed: - If] [added: ◦If] we cannot adequately protect our technology or other intellectual property through patents, copyrights, trade secrets, trademarks and other measures, we may lose a competitive advantage and incur significant expenses.
[removed: - Unfavorable] [added: ◦Unfavorable] currency exchange rate fluctuations could adversely affect us.
[removed: - We] [added: ◦We] rely on third parties to manufacture our products, and if they are unable to do so on a timely basis in sufficient quantities and using competitive technologies, our business could be materially adversely affected.
[removed: - Essential] [added: ◦Essential] equipment, materials, substrates or manufacturing processes may not be available to us.
[removed: - We] [added: ◦We] may fail to achieve expected manufacturing yields for our products.
[removed: - The] [added: ◦The] success of our business [removed: is dependent upon] [added: depends on] our ability to introduce products on a timely basis with features and performance levels that provide value to our customers while supporting significant industry transitions.
[removed: - Our] [added: ◦Our] revenue from our semi-custom System-on-Chip (SoC) products is dependent upon our semi-custom SoC products being incorporated into customers’ products and the success of those products.
[removed: - Our] [added: ◦Our] products may be subject to security vulnerabilities that could have a material adverse effect on us.
[removed: - IT] [added: ◦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.
[removed: - Uncertainties] [added: ◦Uncertainties] involving the ordering and shipment of our products could materially adversely affect us.
[removed: - Our] [added: ◦Our] ability to design and introduce new products includes the use of third-party intellectual property.
[removed: - We] [added: ◦We] depend on third-party companies for the design, manufacture and supply of motherboards, software, memory and other computer platform components to support our business and products.
[removed: - If] [added: ◦If] we lose Microsoft Corporation’s support for our products or other software vendors do not design and develop software to run on our products, our ability to sell our products could be materially adversely affected.
[removed: - Our] [added: ◦Our] reliance on third-party distributors and add-in-board (AIB) partners subjects us to certain risks.
[removed: - Our] [added: ◦Our] business depends on the proper functioning of our internal business processes and information systems.
[removed: - Our] [added: ◦Our] products may not be compatible with some or all industry-standard software and hardware.
[removed: - Costs] [added: ◦Costs] related to defective products could have a material adverse effect on us.
[removed: - We] [added: ◦We] may fail to maintain the efficiency of our supply chain as we respond to changes in customer demand.
[removed: - We] [added: ◦We] outsource to third parties certain supply-chain logistics functions.
[removed: - We] [added: ◦We] may be unable to effectively control the sales of our products on the gray market.
[removed: - Climate] [added: ◦Climate] change may have a long-term impact on our business.
[removed: - Government] [added: ◦Government] actions and regulations may limit our ability to export our products to certain customers.
[removed: - If] [added: ◦If] we cannot realize our deferred tax assets, our results of operations could be adversely affected.
[removed: - Our] [added: ◦Our] business is subject to potential tax liabilities, including as a result of tax regulation changes.
[removed: - We] [added: ◦We] are party to litigation and may become a party to other claims or litigation.
[removed: - We] [added: We] are subject to environmental laws, conflict [removed: minerals-related provisions] [added: minerals regulations, as well as a variety] of [removed: the Dodd-Frank Wall Street Reform and Consumer Protection Act, and] other laws or regulations that could result in additional costs and [removed: liabilities.][added: liabilities.]
[removed: - Evolving] [added: ◦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.
[removed: - Issues] [added: ◦Issues] related to the responsible use of AI may result in reputational, competitive and financial harm and liability.
Merger, [removed: Acquisition] [added: Acquisition, Divestiture,] and Integration Risks
[removed: - Acquisitions,] [added: ◦Acquisitions,] joint ventures, and/or [added: strategic] investments, and the failure to integrate acquired businesses may fail to materialize their anticipated benefits and [added: could] disrupt our business.
[removed: - Any] [added: ◦Any] impairment of our tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact our financial position and results of operations.
[removed: - The] [added: ◦The] agreements governing our notes, our [removed: guarantees] [added: guarantee] of Xilinx’s notes, and our Revolving Credit Agreement impose restrictions on us that may adversely affect our ability to operate our business.
[removed: - Our] [added: ◦Our] worldwide operations are subject to political, legal and economic risks and natural disasters.
◦Nvidia’s dominance in the graphics processing unit market and its aggressive business practices may limit our ability to compete effectively on a level playing field.
◦We are subject to environmental laws, conflict minerals regulations, as well as a variety of other laws or regulations.
◦Our ability to complete the acquisition of ZT Systems is subject to closing conditions.
Nvidia’s dominance in the graphics processing unit market and its aggressive business practices may limit our ability to compete effectively on a level playing field.
Nvidia’s Data Center GPU market share position, significant financial resources, introduction of competitive new products and proprietary software ecosystem have enabled it to market and price its products in a manner to encourage the selection of Nvidia-based systems and to influence customers who do business with us.
We may be materially adversely affected by Nvidia’s business practices, including allocation strategies and pricing actions; product mix and introduction schedules; and product bundling strategies.
Nvidia’s practices can limit customers’ ability to choose non-Nvidia products, including our products, and in turn, may limit our market share and decrease our margins and profitability, which could have a material adverse effect on our business.
We expect Nvidia to continue to heavily invest substantial resources in research and development, marketing and other technology companies.
For example, the AI market is subject to rapid technological change, product obsolescence, frequent new product introductions and feature enhancements, changes in end-user requirements and evolving industry trends and legal standards.
To the extent our competitors introduce competitive new products and technologies into the market before we do, or introduce products and technologies that provide better performance/experience or at better prices, our products and technologies may be comparatively less competitive and our competitive position may weaken, which could adversely harm our business and results of operations.
We are actively building AI capabilities into all our Client products, such as Ryzen AI PC processors, but there can be no assurance about the rate and pace of adoption of such product offerings.
For example, our Embedded segment revenue decreased in 2024 as customers continued to normalize their inventory levels.
We are actively building AI capabilities into our products, but there can be no assurance about the rate and pace of adoption of such product offerings.
In our Data Center segment, we offer products that are optimized for generative AI applications and since the fourth quarter of 2023, we have experienced significant demand for our AI accelerators.
The demand for such products in part will depend on the extent to which our customers utilize generative AI solutions in a wide variety of applications, and both the near-term and long-term trajectory of such generative AI solutions is unknown.
The increasing frequency and complexity of our newly introduced products may result in unanticipated quality or production issues that could result in product delays.
For example, our Embedded segment revenue decreased in 2024 as customers continued to normalize their inventory levels.
Our ability to forecast our operating results, make business decisions and execute our business strategy could be adversely impacted by challenging macroeconomic conditions.
If we overestimate our customer demand or experience a decrease in customer demand, either could result in excess inventory and an increase in our production costs.
We are party to a wafer supply agreement with GF where GF will provide a minimum annual capacity allocation to us and set pricing through 2026.
For example, in the first quarter of 2024, we experienced some inventory loss due to an incident at a contract manufacturer.
For example, our Embedded segment revenue decreased in 2024 as customers continued to normalize their inventory levels.
Additionally, products acquired on the gray market or through other unauthorized channels are at higher risk of being re-sold to prohibited end-users, misused, and deployed for uses that do not align with AMD’s ethics, values or compliance standards.
Additionally, we are or expect to be subject to various new or proposed climate-related disclosure requirements and we expect to incur costs and resources in order to comply.
Failure to accurately comply with such reporting obligations may result in enforcement actions, reputational harm or private litigation that could have a material adverse effect on us.
United States export control regulations include restrictions or prohibitions on the sale or supply of certain AI technologies to United States embargoed or sanctioned countries, governments, persons and entities.
If there are changes to those regulations, or to the categorization of our products under those regulations, our ability to sell our products and services outside the United States may be harmed.
The United States and its allies continue to focus on export restrictions targeting semiconductors associated with AI, including GPUs and associated products and services.
The United States has imposed unilateral controls restricting GPUs and associated products, and in the future is likely to further adopt other unilateral or multilateral controls.
The scope and application of such controls have been and may again be very broad, which may prohibit us from exporting or providing access to our products to any or all customers in one or more markets, including but not limited to China, and could negatively impact our manufacturing, testing and warehousing locations, or could impose other conditions that limit our ability to meet demand abroad.
If these export controls targeting semiconductors associated with AI including GPUs and associated products and services are further tightened, our ability to export our technology, products or services could be further restricted.
We may be at a competitive disadvantage if our competitors are not subject to the same or similar restrictions.
Additionally, such export controls have, and may in the future, subject downstream recipients of our products to additional restrictions on the use, resale, repair or transfer of our products and may have a material adverse effect on us.
For example, the EU AI Act was adopted in 2024 and its implementation will be phased in over the next few years.
In other jurisdictions, similar legislation is being considered.
For example, the state of California has passed reporting requirements that will require corporations to report on climate data and these laws include data assurance requirements that entail third-party verifications.
As there continues to be an increasing focus on risks related to AI technologies, there may be an increasing focus on regulatory restrictions that target products and services that enable or facilitate AI and that may negatively impact some of our AI-related products and services.
We unconditionally guarantee, on a senior unsecured basis, Xilinx’s obligations under the Xilinx’s 2.375% Notes due 2030 (the Assumed Xilinx Notes).
Merger, Acquisition, Divestiture, and Integration Risks
For example, in August 2024, we completed our acquisition of Silo AI Oy (Silo AI), and we entered into an agreement to acquire ZT Group Int’l, Inc. (ZT Systems), which is currently expected to close in the first half of 2025, subject to certain regulatory approvals and other customary closing conditions.
There may be fluctuations in demand for our products or a market decline in any of these industries.
- We are subject to risks associated with public health crises, such as pandemics and epidemics.
- We may encounter difficulties in operating our newly upgraded enterprise resource planning (ERP) system.
Liquidity and Capital Resources Risks
- Our indebtedness could adversely affect our financial position and prevent us from implementing our strategy or fulfilling our contractual obligations.
- We may not generate sufficient cash to meet our working capital requirements.
If we cannot generate sufficient revenue and operating cash flow, we may face a cash shortfall.
Also, our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
To the extent Intel manufactures a significantly larger portion of its microprocessor products using more advanced process 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.
We also compete with Intel in field programmable gate arrays (FPGAs) and Adaptive SoC products.
In the graphics processing unit (GPU) market, Intel has developed and released their own high-end discrete GPUs, including gaming focused discrete GPUs.
Intel could take actions that place our GPUs at a competitive disadvantage, including giving one or more of our competitors in the graphics market preferential access to its proprietary graphics interface or other useful information or restricting access to external companies.
For example, 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, and our Embedded segment revenue decreased as a result of an inventory correction in several end markets in the second half of 2023.
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 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.
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.
We may also face aggressive pricing by competitors, especially during challenging economic times.
Some competitors may have greater access or rights to complementary technologies, including interface, processor and memory technical information.
For instance, with our APU products and other competing solutions with integrated graphics, we believe that demand for additional discrete graphics chips and cards may decrease in the future due to improvements in the quality and performance of integrated graphics.
In addition, Intel is expanding its position in integrated graphics for the PC market with high-end discrete graphics solutions for a broad range of computing markets, which may negatively impact our ability to compete in these computing markets, and Nvidia has added an ARM CPU offering which adds competition in the CPU market.
We are a party to a wafer supply agreement (WSA) with GF that governs the terms by which we purchase products manufactured by GF and this agreement is in place through 2025.
GF will provide a minimum annual capacity allocation to us through 2025 and we have corresponding annual wafer purchase targets.
If we do not meet the annual wafer purchase target, we will be required to pay to GF a portion of the difference between the actual wafer purchases and the wafer purchase target for such year.
AMD and GF also have agreed to wafer pricing through 2025.
We do not have any exclusivity commitments with GF, and we have full flexibility to contract with any wafer foundry with respect to all products manufactured at any technology node.
If GF fails to meet its minimum annual capacity allocation obligations, we could experience significant delays in the shipment of our products, which could have a material adverse effect on our business.
We may encounter difficulties in operating our newly upgraded enterprise resource planning system, which could materially adversely affect us.
We have recently upgraded our enterprise resource planning (ERP) system to help us manage our operations and financial reporting.
Our newly upgraded ERP system may not operate as we expect it to and may cause disruption to our operations, which could have a material adverse effect on our business.
Difficulties that may occur in connection with operating our newly upgraded ERP system include disruptions to business continuity, administrative or technical problems, difficulty in maintaining effective internal controls, and interruptions or delays to our sales processes.
Any of these events could have an adverse effect on our business, operating results and financial condition.
For instance, OEMs have and continue to experience industry-wide challenges securing matched component sets to build their products.
For example, in the third quarter of 2022, we recorded certain charges primarily for inventory, pricing and related reserves in the Gaming and Client segments.
In December 2023, BIS published a series of frequently asked questions indicating an intent to revise certain sections of the controls issued in October.
Such revisions may bring certain other products including the AMD Instinct MI210 into the NAC notification requirement.
The Council of the European Union has adopted the global corporate 15% minimum tax as provided for in Pillar Two and has directed EU member states to implement legislation enacting Pillar Two.
We are subject to environmental laws, conflict minerals-related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as a variety of other laws or regulations that could result in additional costs and liabilities.
For example, in the EU, an AI act is being considered.
An excerpt. Shown here: 40 of 136 rewritten, 40 of 59 added and 40 of 65 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
94 rewritten, 43 added, 40 removed, 107 unchanged
The following discussion should be read in conjunction with the [removed: consolidated financial statements] [added: Consolidated Financial Statements] as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022] [added: 30, 2023] and for each of the three years in the period ended December [removed: 30, 2023] [added: 28, 2024] 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: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] an analysis of changes in our financial condition and a discussion of our off-balance sheet arrangements.
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 31, 2022.][added: 30, 2023.]
During [removed: 2023] [added: the year,] we successfully launched multiple leadership products [removed: across our business] and made [removed: important] [added: significant] progress [removed: on] [added: executing] our [removed: artificial intelligence (AI)] [added: AI] strategy.
[removed: In our Data Center GPU business,] [added: The] demand for our Data Center [removed: GPUs] [added: AI accelerator] products was very strong [removed: as we had] [added: led by] large [removed: hyperscaler] [added: hyperscale cloud] customers [removed: committed to deploy] [added: deploying] our [removed: next generation] AMD Instinct [removed: MI300] [added: MI300X GPU] accelerators.
To [removed: help] execute our AI [removed: strategy and accelerate our AI business,] [added: strategy,] we brought together multiple AI teams across AMD to [removed: execute our end-to-end AI hardware strategy and] drive development of a comprehensive software ecosystem [removed: that will span] [added: spanning] our full product portfolio.
The decrease in net revenue was primarily due to [removed: a 25% decrease in Client segment revenue primarily due to] lower [removed: processor sales and a 9% decrease in Gaming segment revenue primarily due to lower] semi-custom product [removed: sales.][added: revenue.]
Gross margin, as a percentage of net [removed: revenue for 2023,] [added: revenue,] was [removed: 46%,] [added: 49% for 2024,] compared to [removed: 45%] [added: 46%] in [removed: 2022.][added: 2023.]
The increase in gross margin was primarily due to [removed: higher Embedded segment] [added: a favorable shift in] revenue [added: mix with higher Data Center] and [added: Client revenues,] lower [removed: amortization of acquisition-related intangible assets,] [added: Gaming revenue,] partially offset by [added: the impact of] lower [removed: Client segment revenue and product mix.][added: Embedded revenue.]
Operating income for [removed: 2023] [added: 2024] was [removed: $401 million] [added: $1.9 billion] compared to operating income of [removed: $1.3 billion] [added: $401 million] for [removed: 2022.][added: 2023.]
Net income for [removed: 2023] [added: 2024] was [removed: $854 million] [added: $1.6 billion] compared to [removed: $1.3 billion] [added: $854 million] in the prior year.
The decrease in [removed: net] [added: operating] income was primarily driven by lower [removed: operating income.][added: revenue.]
Cash, cash equivalents and short-term investments as of December [removed: 30, 2023] [added: 28, 2024] were [removed: $5.8] [added: $5.1] billion, compared to [removed: $5.9] [added: $5.8] billion at the end of [removed: 2022.][added: 2023.]
Our aggregate principal amount of total debt as of December [removed: 30, 2023 and December 31, 2022] [added: 28, 2024] was [added: $1.8 billion, compared to] $2.5 [removed: billion.][added: billion as of December 30, 2023.]
During the twelve months ended December [removed: 30, 2023,] [added: 28, 2024,] we returned a total of [removed: $985] [added: $862] million to shareholders through the repurchase of [removed: 9.7] [added: 5.9] million shares of common stock under our stock repurchase program.
As of December [removed: 30, 2023, $5.6] [added: 28, 2024, $4.7] billion remained available for future stock repurchases under this program.
The [added: stock] repurchase program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time.
Based on our annual qualitative impairment test, we concluded it is not more likely than not that the [removed: fair] [added: carrying] value of each reporting unit exceeded its [removed: carrying amount.][added: fair value.]
The following table provides a summary of net revenue and operating income (loss) by segment for [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]
| | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | |
| Data Center | | | $ | [removed: 6,496] [added: 12,579] | | | | | $ | [removed: 6,043] [added: 6,496] | |
| Client | | | [removed: 4,651] [added: 7,054] | | | | | | [removed: 6,201] [added: 4,651] | | |
| Gaming | | | [removed: 6,212] [added: 2,595] | | | | | | [removed: 6,805] [added: 6,212] | | |
| Embedded | | | [removed: 5,321] [added: 3,557] | | | | | | [removed: 4,552] [added: 5,321] | | |
| Total net revenue | | | $ | [removed: 22,680] [added: 25,785] | | | | | $ | [removed: 23,601] [added: 22,680] | |
| Data Center | | | $ | [removed: 1,267] [added: 3,482] | | | | | $ | [removed: 1,848] [added: 1,267] | |
| Gaming | | | [removed: 971] [added: 290] | | | | | | [removed: 953] [added: 971] | | |
| Embedded | | | [removed: 2,628] [added: 1,421] | | | | | | [removed: 2,252] [added: 2,628] | | |
| All Other | | | [removed: (4,419)] [added: (4,190)] | | | | | | [removed: (4,979)] [added: (4,419)] | | |
| Total operating income | | | $ | [removed: 401] [added: 1,900] | | | | | $ | [removed: 1,264] [added: 401] | |
Data Center net revenue of [removed: $6.5] [added: $12.6] billion in [removed: 2023] [added: 2024] increased by [removed: 7%,] [added: 94%,] compared to net revenue of [removed: $6.0] [added: $6.5] billion in [removed: 2022.][added: 2023.]
The increase was primarily driven by higher sales of AMD Instinct GPUs and [removed: 4th Gen] AMD EPYC CPUs.
Data Center operating income was [removed: $1.3] [added: $3.5] billion in [removed: 2023,] [added: 2024,] compared to operating income of [removed: $1.8] [added: $1.3] billion in [removed: 2022.][added: 2023.]
The [removed: decrease] [added: increase] in operating income was primarily due to [removed: product mix and] higher [removed: research and development (R&D)] [added: revenue, partially offset by higher R&D] investment.
Client operating [removed: loss] [added: income] was [removed: $46] [added: $897] million in [removed: 2023,] [added: 2024,] compared to operating [removed: income] [added: loss] of [removed: $1.2 billion] [added: $46 million] in [removed: 2022.][added: 2023.]
The decrease in operating income was primarily [removed: due to] [added: driven by] lower revenue.
Gaming net revenue of [removed: $6.2] [added: $2.6] billion [removed: in 2023] decreased by [removed: 9%,] [added: 58%] compared to [removed: net revenue of $6.8] [added: $6.2] billion in [removed: 2022.][added: 2023.]
Gaming operating income was [removed: $971] [added: $290] million in [removed: 2023,] [added: 2024,] compared to operating income of [removed: $953] [added: $971] million in [removed: 2022.][added: 2023.]
The increase in operating income was primarily driven by [removed: product mix,] [added: higher revenue,] partially offset by [removed: higher] [added: increased] R&D [removed: investment.][added: investments.]
Embedded operating income was [removed: $2.6] [added: $1.4] billion in [removed: 2023,] [added: 2024,] compared to operating income of [removed: $2.3] [added: $2.6] billion in [removed: 2022.][added: 2023.]
In 2024, we delivered strong annual revenue growth with net revenue increasing 14% to $25.8 billion, compared to $22.7 billion in 2023.
This growth was driven by the performance of our Data Center and Client segments.
Data Center net revenue of $12.6 billion increased by 94% compared to $6.5 billion in 2023, driven by higher sales of our AMD Instinct™ GPUs and AMD EPYC™ CPUs.
Client segment net revenue of $7.1 billion in 2024 increased by 52% compared to $4.7 billion in 2023, primarily due to higher sales of our AMD Ryzen™ mobile and desktop processors.
The increase in annual net revenue was partially offset by a decrease in net revenue in our Gaming and Embedded segments.
Embedded net revenue of $3.6 billion decreased by 33% compared to net revenue of $5.3 billion in 2023, as customers normalized their inventory levels.
One of our priorities in 2024 was to accelerate growth in our Data Center segment.
During the year, we unveiled an accelerated AMD Instinct accelerator roadmap to deliver an annual cadence of leadership AI solutions.
To further expand our high-performance server CPU portfolio, we launched our 5th Gen AMD EPYC™ processors, formerly codenamed “Turin,” built with our latest “Zen 5” core architecture designed to deliver leadership performance and efficiency.
We took a major step in our AI PC roadmap with the launch of AMD Ryzen AI 300 Series processors that combine leadership compute capabilities based on our “Zen 5” architecture and an industry-leading neural processing unit (NPU) powered by our XDNA 2 architecture for next-generation AI PCs.
We added to our Ryzen family of desktop CPUs with the Ryzen 9000 series processors for laptop and desktop PCs that deliver leadership performance in gaming, productivity and content creation.
In our Gaming segment, we extended our multigenerational partnership with Sony as they introduced the PlayStation® 5 Pro, which features a new AMD semi-custom SoC designed to deliver increases in graphics and ray tracing performance to enable AI-driven upscaling.
We expanded our adaptive computing portfolio with differentiated solutions with the launch of the new Versal™ Series Gen 2 devices, including the new Versal AI Edge Series Gen 2 and Versal Prime Series Gen 2 adaptive SoCs, which bring preprocessing, AI inference, and postprocessing together in a single device for end-to-end acceleration of AI-driven embedded systems.
We made several key optimizations and introduced new features in the latest AMD ROCm™ software that increased performance in key generative AI workloads, expanded support and optimization for additional frameworks and libraries, and simplified the overall developer experience.
We also made strategic investments to further expand our AI software capabilities with the acquisition of Silo AI Oy (Silo AI), an AI lab based in Finland.
The acquisition of Silo AI enables customers to accelerate development and deployment of AI models on AMD hardware.
Silo AI has also developed a software stack used to train multiple state-of-the-art large language models (LLMs) on AMD Instinct accelerators that can accelerate the development of highly-performant AMD training solutions.
We also focused on extending our data center infrastructure capabilities by entering into an agreement in August 2024 to acquire ZT Group Int’l, Inc. (ZT Systems), a provider of AI and general purpose compute infrastructure for hyperscale computing companies.
We believe that with the acquisition of ZT Systems, we can accelerate time to market for our leadership AI training and inferencing solutions.
The acquisition is expected to close in the first half of fiscal year 2025, subject to certain regulatory approvals and other customary closing conditions.
We intend to seek a strategic partner to acquire ZT Systems' manufacturing business.
| Client | | | 897 | | | | | | (46) | | |
Client net revenue of $7.1 billion in 2024 increased by 52%, compared to net revenue of $4.7 billion in 2023, primarily due to a 34% increase in unit shipments and a 13% increase in average selling price driven by strong demand for AMD mobile and desktop Ryzen processors.
The increase in operating income was primarily due to higher revenue, partially offset by higher operating expenses.
Gaming net revenue of $2.6 billion in 2024 decreased by 58%, compared to net revenue of $6.2 billion in 2023.
Embedded net revenue of $3.6 billion in 2024 decreased by 33%, compared to net revenue of $5.3 billion in 2023.
The decrease in net revenue was primarily due to lower demand as customers continued to normalize their inventory levels.
| Restructuring charges | | | 186 | | | | | | | | | — | | | | | | | | | | | |
The increase in gross margin was due to a favorable shift in revenue mix of higher Data Center and Client revenues, lower Gaming revenue, partially offset by the impact of lower Embedded revenue.
The increase was primarily due to an increase in go-to-market activities to support our revenue growth.
Restructuring Charges
We recognized $186 million of restructuring charges in 2024 due to the implementation of a restructuring plan (the 2024 Restructuring Plan).
The 2024 Restructuring Plan was focused on driving efficiencies across the business and aligning resources with our largest growth opportunities in the AI and enterprise markets.
We hold equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd. (THATIC), a third-party Chinese entity.
Interest expense of $92 million in 2024 decreased by $14 million compared to $106 million in 2023, primarily due to repayment of the 2.95% Senior Notes due in June 2024.
The change was primarily due to a decrease in interest income from lower balances held in short-term investments compared to the prior year.
The increase in income tax provision in 2024 was primarily due to higher pre-tax income and a $373 million tax effect from an intercompany integration transaction.
Our 2.95% Notes with a principal amount of $750 million were repaid in June 2024 and our remaining debt will mature starting in 2030.
On August 17, 2024, we agreed to acquire ZT Systems.
Upon closing of the acquisition, we will pay approximately $3.4 billion in cash and 8,335,852 shares of AMD common stock and to the extent certain conditions are met, we will pay an additional $300 million of cash and up to 740,964 shares of AMD common stock.
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.
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.
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.
Against the backdrop of a mixed demand environment, net revenue for 2023 was $22.7 billion, a decrease of 4% compared to 2022 net revenue of $23.6 billion.
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 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.
Through the end of 2023, we continue to maintain a valuation allowance of approximately $2.1 billion for certain federal, state, and foreign tax attributes.
| Client | | | (46) | | | | | | 1,190 | | |
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.
Embedded net revenue of $5.3 billion in 2023 increased by 17%, compared to net revenue of $4.6 billion in 2022.
The increase in net revenue was primarily driven by 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.
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.
The increase in gross margin was primarily driven by higher Embedded segment revenue and lower amortization of acquisition-related intangible assets, partially offset by lower Client segment revenue and product mix.
The increase was primarily due to an increase in employee-related costs.
Interest expense of $106 million in 2023 increased by $18 million compared to $88 million in 2022, primarily due to interest expense from our 3.924% Senior Notes Due 2032 (3.924% Notes) and our 4.393% Senior Notes Due 2052 (4.393% Notes) that were issued in June 2022.
The increase in income tax benefit in 2023 was primarily due to the lower pre-tax income coupled with a $185 million foreign-derived intangible income tax benefit and $169 million of research and development tax credits.
The primary drivers of the changes in operating assets and liabilities included a $1.4 billion increase in inventories driven primarily by build of advanced process nodes to support the ramp of new products, a $1.1 billion increase in accounts receivable driven primarily by higher revenue in the fourth quarter of 2022 compared to the fourth quarter of 2021, and a $1.2 billion increase in prepaid expenses and other assets due primarily to prepayments under long-term supply agreements in 2022, offset by an $931 million increase in accounts payable primarily due to timing of payments to our suppliers, and a $546 million increase in accrued liabilities and other driven mainly by higher customer-related accruals.
An excerpt. Shown here: 40 of 94 rewritten, 40 of 43 added and all 40 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
14 rewritten, 1 added, 2 removed, 24 unchanged
As of December [removed: 30, 2023,] [added: 28, 2024,] 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 [removed: at] [added: on] December [removed: 30, 2023] [added: 28, 2024] would have affected the fair value of our cash equivalent and investment portfolio by approximately [removed: $7] [added: $6] million.
As of December [removed: 30, 2023,] [added: 28, 2024,] all of our outstanding long-term debt had fixed interest rates.
As of December [removed: 30, 2023,] [added: 28, 2024,] 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: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022.][added: 30, 2023.]
| | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | | | | | | | | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | | | | | | | | | |
| Chinese Renminbi | | | $ | [removed: 655] [added: 524] | | | | | [removed: 6.7593] [added: 6.9946] | | | | | | $ | [removed: (10)] [added: (9)] | | | | | $ | [removed: 599] [added: 655] | | | | | [removed: 6.7848] [added: 6.7593] | | | | | | $ | [removed: (3)] [added: (10)] | |
| Canadian Dollar | | | [removed: 645] [added: 732] | | | | | | [removed: 1.3479] [added: 1.3623] | | | | | | [removed: 11] [added: (29)] | | | | | | [removed: 607] [added: 645] | | | | | | [removed: 1.3137] [added: 1.3479] | | | | | | [removed: (16)] [added: 11] | | |
| Indian Rupee | | | [removed: 514] [added: 700] | | | | | | [removed: 84.6922] [added: 85.9050] | | | | | | [removed: 1] [added: (6)] | | | | | | [removed: 516] [added: 514] | | | | | | [removed: 82.1493] [added: 84.6922] | | | | | | [removed: (9)] [added: 1] | | |
| Taiwan Dollar | | | [removed: 171] [added: 28] | | | | | | [removed: 29.3064] [added: 29.1567] | | | | | | [removed: (3)] [added: —] | | | | | | [removed: 207] [added: 171] | | | | | | [removed: 29.1231] [added: 29.3064] | | | | | | [removed: (4)] [added: (3)] | | |
| Singapore Dollar | | | [removed: 495] [added: 360] | | | | | | [removed: 1.3314] [added: 1.3036] | | | | | | [removed: 6] [added: (8)] | | | | | | [removed: 259] [added: 495] | | | | | | [removed: 1.3600] [added: 1.3314] | | | | | | [removed: 4] [added: 6] | | |
| Euro | | | [removed: 303] [added: 283] | | | | | | [removed: 0.9017] [added: 0.8908] | | | | | | [removed: 1] [added: (7)] | | | | | | [removed: 142] [added: 303] | | | | | | [removed: 0.9334] [added: 0.9017] | | | | | | 1 | | |
| Pound Sterling | | | [removed: 167] [added: 148] | | | | | | [removed: 0.8057] [added: 0.7762] | | | | | | [removed: 2] [added: (2)] | | | | | | [removed: 88] [added: 167] | | | | | | [removed: 0.8204] [added: 0.8057] | | | | | | [removed: (1)] [added: 2] | | |
| Total | | | $ | [removed: 2,950] [added: 2,848] | | | | | | | | | | | $ | [removed: 8] [added: (66)] | | | | | $ | [removed: 2,421] [added: 2,950] | | | | | | | | | | | $ | [removed: (28)] [added: 8] | |
| Malaysian Ringgit | | | 73 | | | | | | 4.2295 | | | | | | (3) | | | | | | — | | | | | | — | | | | | | — | | |
| Japanese Yen | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 133.7593 | | | | | | — | | |
| Australian Dollar | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 1.4689 | | | | | | — | | |
Item 1. BUSINESS
97 rewritten, 56 added, 100 removed, 202 unchanged
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; 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 [removed: equivalents] [added: 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 [removed: commitments] [added: commitments*, *and acquisitions] 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 [added: actions associated with the 2024 Restructuring Plan will be substantially completed by the end of the first quarter of fiscal year 2025; 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; [removed: 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; a small number of customers will continue to account for a substantial part of AMD’s revenue [added: and receivables] in the 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 [removed: developments.][added: developments; the expected benefits of AMD’s acquisition of Silo AI Oy (Silo AI); AMD’s anticipated acquisition of ZT Group Int’l, Inc. (ZT Systems) and the anticipated timing of the transaction; AMD’s intention to seek a strategic partner to acquire ZT Systems' manufacturing business; and AMD’s expectation to fund stock repurchases through cash generated from operations.]
References in this report to [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] refer to the fiscal year unless explicitly stated otherwise.
AMD, the AMD Arrow logo, [added: 3D V-Cache,] AMD [added: Athlon, AMD] CDNA, AMD [added: FidelityFX, AMD FirePro, AMD FreeSync, AMD] Instinct, [added: AMD] RDNA, Alveo, Artix, [removed: Athlon,] CoolRunner, EPYC, [removed: FidelityFX, FirePro, FreeSync,] Geode, Infinity Fabric, Kinex, Kria, [added: Opteron,] Pensando, Radeon, ROCm, Ryzen, Spartan, Threadripper, UltraScale, UltraScale+, [removed: V-Cache,] Versal, Virtex, Vitis, Vivado, [removed: Xilinx,] XDNA, [added: Xilinx,] Zynq and combinations thereof are trademarks of Advanced Micro Devices, Inc.
Microsoft, Windows, DirectX and Xbox One are [removed: either] registered trademarks [removed: or trademarks] of Microsoft Corporation in the United States and/or other countries.
PlayStation is a registered trademark [removed: or trademark] of Sony Interactive Entertainment, Inc. Arm is a registered trademark of [removed: ARM] [added: Arm] Limited (or its subsidiaries) in the United States and/or other countries.
On the Investor Relations pages of our website, http://ir.amd.com, we post links to our filings with the SEC, our Principles of Corporate Governance, our Code of Ethics for our executive officers, all other senior finance executives and certain representatives from legal and internal audit, [added: including] our [added: Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similar functions, our] Worldwide Standards of Business Conduct, which applies to our Board of Directors and all of our employees, and the charters of the committees of our Board of Directors.
Our filings with the SEC are posted [added: on our website] as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC.
[removed: AMD drives] [added: We drive] innovation through high-performance and adaptive computing technology, software and product leadership.
With our high-performance product portfolios, we deliver [removed: solutions that are] differentiated [removed: at the chip level,] [added: solutions,] such as our semi-custom [removed: SoCs,] [added: System-on-Chip (SoCs),] Adaptive SoCs, and [removed: APUs,] [added: accelerated processing units (APUs),] and [removed: at the] platform [removed: level, such as in our customers’] [added: level] client computing devices, embedded platforms and [removed: servers.][added: servers for our customers.]
We offer a deep portfolio of data center computing solutions including [removed: CPUs, GPUs, DPUs, SmartNICs, FPGAs,] AI [removed: accelerators] [added: accelerators, microprocessors (CPUs), graphic processing units (GPUs), data processing units (DPUs), Smart Network Interface Cards (SmartNICs),] and [removed: Adaptive SoCs] [added: field programmable gate arrays (FPGAs),] to meet the vast computing performance requirements of today’s data centers, supercomputers, AI and Machine Learning (ML) data center environments and cloud environments.
[removed: AMD is] [added: We are] a leader in [removed: adaptive and] embedded computing, [added: where we deliver high-performance and scalability across a full portfolio of] CPUs, APUs, FPGAs, [removed: SOMs] [added: system on modules (SOMs)] and Adaptive SoCs [removed: for] [added: that are used in] a variety of markets, including [removed: health care,] automotive, industrial, [added: healthcare,] storage and networking.
We drive innovation with our line-up of CPUs, APUs and chipsets for [removed: desktop, notebook, commercial] [added: desktops] and [removed: handheld PCs] [added: notebooks,] to bring performance, [removed: efficiency] [added: efficiency, AI capabilities] 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 [removed: personal] PCs, [removed: handheld PCs, the latest] game consoles and cloud gaming services.
We develop world-class software [removed: platforms] [added: stacks] that are used to enable our high-performance products.
Our software [removed: platforms] [added: stacks] include development tools, compilers, and drivers for our CPUs, APUs, GPUs and FPGAs.
- the Data Center segment, which primarily includes [added: AI accelerators,] server CPUs, GPUs, APUs, DPUs, FPGAs, SmartNICs, [removed: AI accelerators] and Adaptive SoC products for data centers;
- the Client segment, which primarily includes CPUs, APUs, and chipsets for [removed: desktop, notebook] [added: desktops] and [removed: handheld personal computers;][added: notebooks;]
Server CPUs. Our CPUs for server platforms currently include the AMD [removed: EPYC™ Series processors – AMD] EPYC [removed: 9004 Series, AMD EPYC 8004 Series, AMD EPYC 7003] Series [removed: and AMD EPYC 7002 Series.][added: processors.]
Data Center GPUs. Our AMD [removed: Instinct™] [added: Instinct] family of GPU accelerator products, including AMD Instinct [removed: MI200 and] [added: MI200,] MI300 [removed: Series which] [added: and MI325 series,] are based on AMD [removed: CDNA] [added: CDNA™] architecture.
Devices include the Virtex™ and [removed: Kintex™] [added: Kintex™, Artix™, and Spartan™] FPGA products, as well as Zynq™, Zynq MPSoC, and Versal™ Adaptive SoC products.
Our Alveo™ accelerator cards provide a platform for accelerating [removed: workloads including AI processing in the] [added: multiple] data [removed: center,] [added: center workloads] at the edge or the cloud.
[removed: DPUs.] [added: Networking Products.] Our [removed: P4 programmable AMD Pensando] [added: Pensando™] DPUs [removed: are designed to help] [added: and comprehensive networking software stack] offload data center infrastructure services from the host CPU, [removed: and coupled with our comprehensive networking software stack, AMD DPUs help enable] [added: are used by large Infrastructure as a Service (IaaS)] cloud [removed: and enterprise customers] [added: providers] to [removed: optimize] [added: accelerate workload] performance for [removed: network, storage,] [added: hosted virtualized] and [removed: security services at cloud scale.][added: bare-metal offerings.]
Desktop CPUs. Our CPUs and APUs for desktop platforms currently include the AMD [removed: Ryzen™] [added: Ryzen] and AMD [removed: Athlon™ series] [added: Ryzen Threadripper™] processors.
[removed: We also offer] [added: Our] AMD Ryzen [removed: 6000] [added: 8000] Series mobile processors, built on [added: the] “Zen [removed: 3+” architecture] [added: 4” feature our first generation NPU,] and AMD Ryzen [added: 6000 and] 5000 Series mobile processors, which are powered by both our “Zen 2” and “Zen [removed: 3”] [added: 3+”] core architectures, [removed: which are designed for] [added: address] mainstream [removed: solutions in both] consumer and commercial markets.
Our customers generally use our graphics solutions to enable [removed: or increase the speed of rendering images, to help improve image resolution] [added: immersive visualization] and [removed: color definition and/or] to process AI/ML based workloads.
We develop our graphics products for use in various computing devices and entertainment platforms, including [added: data centers,] desktop PCs, notebook PCs, handheld [removed: PCs, All-in-Ones (AIOs), professional workstations,] [added: devices, All-in-Ones,] and [removed: the data center.][added: professional workstations.]
Semi-Custom Products. Our semi-custom products are tailored, high-performance, customer-specific solutions based on [removed: our] CPU, GPU and multi-media technologies.
[removed: We developed the] [added: AMD] semi-custom SoC products [removed: that] power [removed: both] the Sony [removed: PlayStation 5 as well as] [added: PlayStation® 5,] the Microsoft [added: ®] Xbox Series [removed: S] [added: S™] and [removed: X] [added: X™] game [removed: consoles.][added: consoles, as well as the Valve Steam Deck PC.]
Discrete Desktop and Notebook GPUs. Our AMD Radeon [removed: series] discrete GPU processors for desktop and notebook PCs support current generation application [removed: program] [added: programming] interfaces (APIs) like DirectX® 12 Ultimate and Vulkan®, support high-refresh rate displays [removed: using AMD FreeSync™, AMD FreeSync Premium,] and [removed: AMD FreeSync Premium Pro technologies,] [added: include the latest technologies for immersive gaming experiences] and [removed: are designed to support VR in PC platforms.][added: high-performance AI/ML computing.]
[removed: We continue to offer AMD] [added: Our current] Radeon RX [removed: 6000 series discrete] [added: 7000 Series] graphics, based on [removed: our RDNA2] [added: the AMD RDNA™ 3] architecture, [added: deliver high performance] for [removed: high-performance] [added: the latest] gaming [removed: desktops] and [removed: notebooks.][added: creation workloads.]
[added: Professional GPUs. Our] AMD Radeon PRO [added: family of professional] graphics [removed: cards] [added: products] are designed [removed: to optimize design workloads across] [added: for integration in desktop workstations, optimized through hardware and software for] demanding use cases such as 3D rendering, design and manufacturing for [removed: CAD,] [added: Computer-Aided Design (CAD),] and media and entertainment for broadcast and animation pipelines on high resolution displays.
Embedded CPUs, APUs and GPUs. Our products for embedded platforms include AMD EPYC Embedded CPUs, AMD Ryzen Embedded [added: series processors including] V-Series APUs and [removed: CPUs, AMD Ryzen Embedded] [added: CPUs and] R-Series APUs and CPUs, [removed: AMD Ryzen Embedded 5000 Series processors] and [removed: AMD Ryzen] [added: Radeon] Embedded [removed: 7000 Series processors.][added: GPUs.]
Our embedded processors and GPUs are designed to support high performance [removed: and bandwidth] [added: compute, high-bandwidth] network connectivity and security, high-performance storage requirements for enterprise and cloud infrastructure, 3D graphics performance and 4K multimedia requirements of automotive infotainment systems.
FPGAs and Adaptive SoCs. Our FPGA products are hardware-customizable devices that can be tailored to meet the specific needs of each customer, enabling them to differentiate their products and accelerate [removed: time-to-market.][added: time to market.]
Our FPGA families include [removed: UltraScale+™ (based on 16 nm technology),] [added: AMD UltraScale+™,] UltraScale™ [removed: (20 nm),] 7 [removed: Series (28 nm)] [added: Series,] and [added: other] older series.
Adaptive SoC products include the [removed: Zynq] [added: AMD Zynq™] SoC and [added: Zynq] UltraScale+ Multi-Processing [removed: System on a Chip (MPSoCs)] [added: System-on-a-Chip (MPSoC),] which combine FPGA technology with a heterogeneous processing system, as well as the industry’s first RFSoC architecture with integrated radio frequency (RF) data [removed: converters.][added: converters (Zynq UltraScale+ RFSoC).]
The [removed: Versal portfolio is] [added: AMD Versal™ portfolio,] composed of software-programmable Adaptive SoCs, [removed: with] [added: is] a heterogeneous compute platform that combines [removed: Scalar Engines, Adaptable] [added: a processing system, programmable logic, AI] Engines, and [removed: Intelligent] [added: digital signal processing (DSP)] Engines to achieve dramatic [added: system-level] performance improvements over today's fastest FPGA [added: competitors’ solutions] and [removed: accelerate] [added: accelerates] applications in a wide variety of markets, including [removed: data center, wired network, 5G wireless infrastructure,] [added: aerospace and defense,] automotive, industrial, [removed: scientific, medical, aerospace] [added: vision] and [removed: defense.][added: healthcare, communications infrastructure, test measurement, emulation and prototyping, audio, video and broadcasting, and data center.]
[removed: Development Boards, Kits and Configuration Products. We offer development] [added: These] kits [removed: for all our FPGA and Adaptive SoC products that] include hardware, development tools, [removed: IP] [added: IP,] and reference designs that [removed: are designed to] streamline and accelerate the development of domain-specific and market-specific applications.
Our AMD Kria™ K24 SOM provides high determinism and low latency for powering electric drives and motor controllers used in compute-intensive [removed: digital signal processing (DSP)] [added: DSP] applications at the edge.
Coupled with our [added: Kria] KD240 Drives Starter Kit, an out-of-the-box-ready motor control-based development platform, the products offer a seamless path to production [removed: deployment with the K24 SOM.][added: deployment.]
AMD is the high performance and adaptive computing leader, powering the products and services that help solve the world’s most important challenges.
Our technologies advance the future of data centers, powering the cloud services that have become an essential part of how we work, game, and connect to network, PCs, edge computing, and artificial intelligence (AI).
AMD was the first company to integrate a dedicated neural processing unit (NPU) on the same SoC as an x86 CPU for AI PCs.
We also incorporate dedicated AI processing capabilities into our embedded portfolio.
We believe that AI is defining the next era of computing and that the full potential of AI will be realized when the technology is pervasive across cloud, edge and end devices.
We believe AMD has the compute engines, intellectual property, software capabilities and expertise to be a leader in this next computing era with a broad, portfolio of high-performance compute engines spanning across supercomputing, cloud, edge, embedded and end devices.
We believe we have a unique opportunity to make AMD the end-to-end AI leader based on the breadth of our technology and product portfolios.
Our AI strategy is focused on three priorities.
The first is delivering a broad portfolio of high-performance adaptive hardware and software solutions.
The second is expanding the deep and collaborative partnerships we have established across the ecosystem to accelerate deployments of AMD based AI solutions at scale.
And the third is providing compelling user experiences to extend the open and proven software platform we have established that enables our AI hardware to be deployed more broadly and easily.
One of our priorities in 2024 was to accelerate growth in our Data Center segment.
The demand for our data center AI accelerator products was very strong as large hyperscaler customers, OEMs and ODMs deployed our AMD Instinct™ MI300X GPUs.
During the year, we announced that we have accelerated our AMD AI accelerator roadmap to deliver an annual cadence of leadership AMD Instinct solutions.
We announced our 5th Gen AMD EPYC™ family of server processors, providing leadership performance and capabilities for a wide range of data center workloads.
During the year, we completed the acquisition of Silo AI Oy (Silo AI), an AI lab based in Finland.
The acquisition of Silo AI expanded our capability to accelerate development and deployment of AI models on AMD hardware.
Silo AI has also developed a software stack used to train multiple state-of-the-art large language models (LLMs) on AMD Instinct accelerators that can accelerate the development of highly-performant AMD training solutions.
We also focused on building our data center AI rack and data center-scale solutions capabilities by entering into an agreement to acquire ZT Group Int’l, Inc. (ZT Systems), a provider of AI and general purpose compute infrastructure for hyperscale computing companies in August 2024.
We believe that with the acquisition of ZT Systems, we can deliver leadership training and inferencing solutions that can accelerate time to deployment for our AMD Instinct platforms.
The acquisition is expected to close in the first half of fiscal year 2025, subject to certain regulatory approvals and other customary closing conditions.
We intend to seek a strategic partner to acquire ZT Systems' manufacturing business.
We continued to invest in driving software capabilities and the open ecosystem to deliver powerful new features and capabilities in the AMD ROCm™ open software stack, bringing the latest features to highly-performant AI training and inference on AMD platforms.
During the year, we made several key optimizations and additional features in the latest AMD ROCm software that increases performance in key generative AI workloads, adds expanded support and optimization for additional frameworks and libraries, and simplifies the overall developer experience.
Our Business
Beginning with our fiscal year ending December 27, 2025, we plan to combine the Client and Gaming segments into one reportable segment to align with how we manage our business.
As a result, we will have three reportable segments: Data Center, Client and Gaming, and Embedded.
EPYC CPUs, which are based on the x86 architecture, are server-specific processors designed for high-performance computing, enterprise IT, supercomputing, and large data centers.
We recently announced our 5th generation AMD EPYC family of server processors, further expanding our high-performance server CPU portfolio.
AMD Instinct accelerators are designed to address the growing demand for AI training and inferencing and exascale-class scientific computing.
The AMD Solarflare™ portfolio offers a comprehensive low latency networking solution that combines hardware adapters with the Onload™ family of user space networking libraries.
AMD Solarflare products are the preferred networking solution for capital markets, enabling customers to develop a wide range of high-performance applications across the entire trading ecosystem.
Our CPUs and APUs power PCs that have become an integral part of how customers work, learn and play.
We launched the Ryzen 9000 series processors featuring “Zen 5” cores, along with X3D models featuring 2nd generation AMD 3D V-Cache™ technology for leadership gaming performance.
Our 7000-series Ryzen desktop processors also feature models which include our 1st generation AMD 3D V-Cache technology.
Our latest AMD Ryzen G-Series processors integrate advanced graphics.
Notebook CPUs. Our AMD Ryzen mobile processors offer a leadership combination of performance, battery life, and immersive visual experiences for PCs.
We released AMD Ryzen AI 300 Series processors featuring a NPU for next-generation AI PCs featuring our latest “Zen 5” architecture in 2024.
Our AMD Ryzen Z1 Series deliver immersive experiences for handheld gaming systems.
Commercial CPUs. The AMD PRO solutions include mobile laptops, desktops and workstations for large enterprise, mid-market and the small and medium business (SMB) customers.
We are a global semiconductor company primarily offering:
- server microprocessors (CPUs), graphics processing units (GPUs), accelerated processing units (APUs), data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), Smart Network Interface Cards (SmartNICs), Artificial Intelligence (AI) accelerators and Adaptive System-on-Chip (SoC) products for data centers;
- CPUs, APUs and chipsets for desktop, notebook, and handheld personal computers;
- discrete GPUs, and semi-custom SoC products and development services; and
- embedded CPUs, GPUs, APUs, FPGAs, System on Modules (SOMs), and Adaptive SoC products.
From time to time, we may also sell or license portions of our intellectual property (IP) portfolio.
PCIe is a registered trademark of PCI-SIG Corporation.
Our Industry
We are a global semiconductor company.
Semiconductors are components used in a variety of electronic products and systems.
An integrated circuit (IC) is a semiconductor device that consists of many interconnected transistors on a single chip.
Since the invention of the transistor in 1948, improvements in IC process and design technologies have led to the development of smaller, more complex and more reliable ICs at a lower cost-per-function.
Our strategy is to create and deliver the world’s leading high-performance and adaptive computing products across a diverse set of customer markets including data center, client, gaming and embedded.
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 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.
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.
We achieve this through our family of CPUs, GPUs, FPGAs, and Adaptive SoCs.
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.
Our 4th Gen AMD EPYC 9004 Series processors are built on the “Zen 4” 5 nanometer (nm) process node and re designed to deliver leadership performance and energy efficiency across a range of market segments and workloads.
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.
Our 3rd Gen AMD EPYC and 4th Gen AMD EPYC portfolios both include processors that feature AMD 3D V-Cache™ technology for leadership performance in technical computing workloads.
AMD Instinct accelerators are designed to address the growing demand for compute-accelerated data center workloads, including AI training and inferencing, and a range of supercomputing applications where the compute capabilities of GPUs can provide additional performance.
Combined with our AMD ROCm™ open software platform, our customers can deliver differentiated accelerated platforms to address the next-generation of computing challenges while minimizing power and space needs in the data center.
Our AMD Alveo MA35D media accelerator is designed to deliver high channel density, power efficiency and ultra-low-latency performance.
To make it accessible for developers, Alveo is available on most major OEM server platforms, as well as a growing presence across all major cloud providers who provide FPGA-as-a-Service (FaaS).
Designed for minimal latency, jitter and power impact, our DPUs can help large Infrastructure as a Service (IaaS) cloud providers improve workload performance for hosted virtualized and bare-metal offerings.
Our CPUs are incorporated into computing platforms, which are a collection of technologies that are designed to work together to provide a more complete computing solution.
We believe that integrated, balanced computing platforms consisting of CPUs, chipsets, GPUs (either as discrete GPUs or integrated into an APU or SoC) 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, a chipset 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 form factors.
We currently base our 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 our compute engines and domain specific accelerators.
Our Ryzen 7000 Series desktop processors are based on “Zen 4” architecture and deliver leadership performance for gamers and content creators.
Our AMD Ryzen 5000 Series desktop processor family powered by our “Zen 3” core architecture has up to 16 cores and provides price-performance for all levels of customers.
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.
Notebook CPUs. Our mobile APUs, including AMD Ryzen and AMD Athlon mobile processors for the commercial and consumer markets, combine both high levels of performance and efficiency for notebook PCs.
Our AMD Ryzen 7045 Series processors are designed to deliver high performance gaming solutions.
Our AMD Ryzen 7040 Series processors for mobile applications have up to 8 “Zen 4” architecture cores, are built on 4 nm process technology, and feature AMD RDNA 3 graphics.
Our Ryzen 7040 Series mobile processors also feature dedicated AI hardware in an x86 processor, with our XDNA architecture.
An excerpt. Shown here: 40 of 97 rewritten, 40 of 56 added and 40 of 100 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
For a discussion of our legal proceedings, refer to Note [removed: 17] [added: 18] – Contingencies of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K).
Cover and table of contents
28 rewritten, 6 added, 6 removed, 79 unchanged
| | | | For the fiscal year ended December [removed: 30, 2023] [added: 28, 2024] | | |
[removed: ][added: ]
As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $182.9] [added: $261.4] billion based on the reported closing sale price of [removed: $113.91] [added: $162.21] per share as reported on The NASDAQ Global Select Market (NASDAQ) on June [removed: 30, 2023,] [added: 28, 2024,] 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: 1,615,786,841] [added: 1,620,477,962] shares of common stock, $0.01 par value per share, as of January [removed: 25, 2024.][added: 30, 2025.]
Portions of the registrant’s proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: (2024] [added: (2025] Proxy Statement) are incorporated into Part III hereof.
The [removed: 2024] [added: 2025] 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: 30, 2023.][added: 28, 2024.]
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| [ITEM [removed: 14.](#i2f3a830247b542fcaaff99edb7e1a287_223)] [added: 14.](#i28398ba5d4ad4cb2864e07e4242b140b_226)] | | | [Principal Accountant Fees and [removed: Services](#i2f3a830247b542fcaaff99edb7e1a287_223)] [added: Services](#i28398ba5d4ad4cb2864e07e4242b140b_226)] | | | [removed: [96](#i2f3a830247b542fcaaff99edb7e1a287_223)] [added: [93](#i28398ba5d4ad4cb2864e07e4242b140b_226)] | | |
| [ITEM [removed: 15.](#i2f3a830247b542fcaaff99edb7e1a287_229)] [added: 15.](#i28398ba5d4ad4cb2864e07e4242b140b_232)] | | | [Exhibits and Financial [removed: Statement](#i2f3a830247b542fcaaff99edb7e1a287_229) [Schedules](#i2f3a830247b542fcaaff99edb7e1a287_229)] [added: Statement Schedules](#i28398ba5d4ad4cb2864e07e4242b140b_232)] | | | [removed: [97](#i2f3a830247b542fcaaff99edb7e1a287_229)] [added: [94](#i28398ba5d4ad4cb2864e07e4242b140b_232)] | | |
| [ITEM [removed: 16.](#i2f3a830247b542fcaaff99edb7e1a287_238)] [added: 16.](#i28398ba5d4ad4cb2864e07e4242b140b_241)] | | | [Form 10-K [removed: Summary](#i2f3a830247b542fcaaff99edb7e1a287_238)] [added: Summary](#i28398ba5d4ad4cb2864e07e4242b140b_241)] | | | [removed: [104](#i2f3a830247b542fcaaff99edb7e1a287_238)] [added: [100](#i28398ba5d4ad4cb2864e07e4242b140b_241)] | | |
| [PART I](#i28398ba5d4ad4cb2864e07e4242b140b_10) | | | | | | [1](#i28398ba5d4ad4cb2864e07e4242b140b_10) | | |
| [ITEM 1C.](#i28398ba5d4ad4cb2864e07e4242b140b_22) | | | [Cybersecurity](#i28398ba5d4ad4cb2864e07e4242b140b_22) | | | [39](#i28398ba5d4ad4cb2864e07e4242b140b_19) | | |
| [PART II](#i28398ba5d4ad4cb2864e07e4242b140b_34) | | | | | | [41](#i28398ba5d4ad4cb2864e07e4242b140b_34) | | |
| [PART III](#i28398ba5d4ad4cb2864e07e4242b140b_211) | | | | | | [93](#i28398ba5d4ad4cb2864e07e4242b140b_211) | | |
| [PART IV](#i28398ba5d4ad4cb2864e07e4242b140b_229) | | | | | | [94](#i28398ba5d4ad4cb2864e07e4242b140b_229) | | |
| [SIGNATURES](#i28398ba5d4ad4cb2864e07e4242b140b_244). | | | | | | [101](#i28398ba5d4ad4cb2864e07e4242b140b_244) | | |
| [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 III](#i2f3a830247b542fcaaff99edb7e1a287_208) | | | | | | [96](#i2f3a830247b542fcaaff99edb7e1a287_208) | | |
| [PART IV](#i2f3a830247b542fcaaff99edb7e1a287_226) | | | | | | [97](#i2f3a830247b542fcaaff99edb7e1a287_226) | | |
| [SIGNATURES](#i2f3a830247b542fcaaff99edb7e1a287_241). | | | | | | [105](#i2f3a830247b542fcaaff99edb7e1a287_241) | | |
Item 1C. CYBERSECURITY
7 rewritten, 3 added, 3 removed, 18 unchanged
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST [removed: CSF and] [added: CSF),] AI Risk Management [removed: Framework).][added: Framework (AI RMF) and other industry practices and standards.]
This does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use the NIST [removed: CSF] [added: CSF, AI RMF, and other industry practices and standards] as [removed: a guide] [added: guides] to help us identify, assess, and manage cybersecurity risks relevant to our business.
- [added: periodic] 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 [added: detection and] response to cybersecurity incidents;
- the use of external service providers, where appropriate, to assess, [added: evaluate,] test or otherwise assist with aspects of our security [added: controls and] processes;
[removed: The team] [added: Our CISO] has primary responsibility for our overall cybersecurity risk management [removed: program] [added: program,] and [added: directly] supervises both our internal cybersecurity personnel and any retained external cybersecurity consultants.
Our [removed: management team, led by our] CISO [removed: 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.
- active testing including penetration tests, attack simulations and tabletop exercises;
The CISO reports to the Chief Information Officer (CIO).
Our CISO has over 19 years of experience in cybersecurity including security operations, security architecture, identity and access management, cloud security, vulnerability management, and application/product security, policy, and compliance.
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.
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.
Item 2. PROPERTIES
2 rewritten, 0 added, 0 removed, 4 unchanged
As of December [removed: 30, 2023,] [added: 28, 2024,] we have approximately 6 million square feet of space for research and development, engineering, administrative and warehouse use throughout the world.
Our headquarters are located in Santa Clara, California, and we have significant operations in Austin, Texas; San Jose, California; Shanghai, China; Markham, Ontario, Canada; Longmont, Colorado; Dublin, Ireland; Singapore; and [removed: Bangalore] [added: Bengaluru] and Hyderabad, India.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 7 added, 7 removed, 21 unchanged
On January [removed: 25, 2024,] [added: 24, 2025,] there were [removed: 4,909] [added: 5,028] registered holders of our common stock, and the closing price of our common stock was [removed: $180.33] [added: $122.84] per share as reported on NASDAQ.
The following table provides information relating to our repurchase of common stock during the fourth quarter of fiscal year [removed: 2023:][added: 2024:]
| Date of Repurchase | | | Total Number of Shares Repurchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares That May Yet be Purchased Under the [removed: Publicly Announced] Plans or Programs | | |
During fiscal year [removed: 2023,] [added: 2024,] we withheld [removed: 4] [added: approximately 4.6] million shares at an average price of [removed: $110.51] [added: $154.53] per share as payment of withholding taxes in connection with the vesting and exercise of equity awards.
The following graph shows a five-year comparison of cumulative total return on our common stock, the S&P 500 Index and the S&P 500 Semiconductors Index from December [removed: 29, 2018] [added: 28, 2019] through December [removed: 30, 2023,] [added: 28, 2024,] assuming reinvestment of dividends.
[removed: ][added: ]
| Company / Index | | | [removed: 12/29/2018 | | |] 12/28/2019 | | | 12/26/2020 | | | 12/25/2021 | | | 12/31/2022 | | | 12/30/2023 | | | [added: 12/28/2024 | | |]
| Sept. 29, 2024 - Oct. 26, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 4,949 | |
| Oct. 27, 2024 - Nov. 23, 2024 | | | 1,801,675 | | | | | | $ | 138.63 | | | | | 1,801,675 | | | | | | $ | 4,699 | |
| Nov. 24, 2024 - Dec. 28, 2024 | | | 47,984 | | | | | | $ | 134.04 | | | | | 47,984 | | | | | | $ | 4,693 | |
| Total | | | 1,849,659 | | | | | | | | | | | | 1,849,659 | | | | | | | | |
| Advanced Micro Devices, Inc. | | | $100 | | | $ | 199 | | $ | 316 | | $ | 140 | | $ | 319 | | $ | 271 | |
| S&P 500 Index | | | $100 | | | $ | 116 | | $ | 151 | | $ | 124 | | $ | 157 | | $ | 199 | |
| S&P 500 Semiconductors Index | | | $100 | | | $ | 140 | | $ | 214 | | $ | 134 | | $ | 282 | | $ | 537 | |
| 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 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
437 rewritten, 159 added, 184 removed, 619 unchanged
| | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | |
| Net revenue | | | $ | [removed: 22,680] [added: 25,785] | | | | | $ | [removed: 23,601] [added: 22,680] | | | | | $ | [removed: 16,434] [added: 23,601] | |
| Cost of sales | | | [removed: 11,278] [added: 12,114] | | | | | | [removed: 11,550] [added: 11,278] | | | | | | [removed: 8,505] [added: 11,550] | | |
| Amortization of acquisition-related intangibles | | | [removed: 942] [added: 946] | | | | | | [removed: 1,448] [added: 942] | | | | | | [removed: —] [added: 1,448] | | |
| Total cost of sales | | | [removed: 12,220] [added: 13,060] | | | | | | [removed: 12,998] [added: 12,220] | | | | | | [removed: 8,505] [added: 12,998] | | |
| Gross profit | | | [removed: 10,460] [added: 12,725] | | | | | | [removed: 10,603] [added: 10,460] | | | | | | [removed: 7,929] [added: 10,603] | | |
| Research and development | | | [removed: 5,872] [added: 6,456] | | | | | | [removed: 5,005] [added: 5,872] | | | | | | [removed: 2,845] [added: 5,005] | | |
| Marketing, general and administrative | | | [removed: 2,352] [added: 2,783] | | | | | | [removed: 2,336] [added: 2,352] | | | | | | [removed: 1,448] [added: 2,336] | | |
| Amortization of acquisition-related intangibles | | | [removed: 1,869] [added: 1,448] | | | | | | [removed: 2,100] [added: 1,869] | | | | | | [removed: —] [added: 2,100] | | |
| Licensing gain | | | [removed: (34)] [added: (48)] | | | | | | [removed: (102)] [added: (34)] | | | | | | [removed: (12)] [added: (102)] | | |
| Operating income | | | [removed: 401] [added: 1,900] | | | | | | [removed: 1,264] [added: 401] | | | | | | [removed: 3,648] [added: 1,264] | | |
| Interest expense | | | [removed: (106)] [added: (92)] | | | | | | [removed: (88)] [added: (106)] | | | | | | [removed: (34)] [added: (88)] | | |
| Other income (expense), net | | | [removed: 197] [added: 181] | | | | | | [removed: 8] [added: 197] | | | | | | [removed: 55] [added: 8] | | |
| Income before income taxes and equity income | | | [removed: 492] [added: 1,989] | | | | | | [removed: 1,184] [added: 492] | | | | | | [removed: 3,669] [added: 1,184] | | |
| Income tax provision (benefit) | | | [removed: (346)] [added: 381] | | | | | | [removed: (122)] [added: (346)] | | | | | | [removed: 513] [added: (122)] | | |
| Equity income in investee | | | [removed: 16] [added: 33] | | | | | | [removed: 14] [added: 16] | | | | | | [removed: 6] [added: 14] | | |
| Net income | | | $ | [removed: 854] [added: 1,641] | | | | | $ | [removed: 1,320] [added: 854] | | | | | $ | [removed: 3,162] [added: 1,320] | |
| Basic | | | $ | [removed: 0.53] [added: 1.01] | | | | | $ | [removed: 0.85] [added: 0.53] | | | | | $ | [removed: 2.61] [added: 0.85] | |
| Diluted | | | $ | [removed: 0.53] [added: 1.00] | | | | | $ | [removed: 0.84] [added: 0.53] | | | | | $ | [removed: 2.57] [added: 0.84] | |
| Basic | | | [removed: 1,614] [added: 1,620] | | | | | | [removed: 1,561] [added: 1,614] | | | | | | [removed: 1,213] [added: 1,561] | | |
| Diluted | | | [removed: 1,625] [added: 1,637] | | | | | | [removed: 1,571] [added: 1,625] | | | | | | [removed: 1,229] [added: 1,571] | | |
See accompanying notes to [removed: consolidated financial statements.][added: the Consolidated Financial Statements.]
| Other comprehensive income (loss) | | | [added: (59)] | | | | | | [added: 31] | | | | | | [added: (38)] | | |
| Net change in unrealized gains (losses) on cash flow hedges | | | [removed: 31] [added: (59)] | | | | | | [removed: (38)] [added: 31] | | | | | | [removed: (20)] [added: (38)] | | |
| Total comprehensive income | | | $ | [removed: 885] [added: 1,582] | | | | | $ | [removed: 1,282] [added: 885] | | | | | $ | [removed: 3,142] [added: 1,282] | |
| | | | December [added: 28, 2024 | | | | | | December] 30, 2023 | | | | | | December 31, 2022 | | |
| Cash and cash equivalents | | | $ | [added: 3,787 | | | | | $ |] 3,933 | | | | | $ | 4,835 | |
| Short-term investments | | | [removed: 1,840] [added: 1,345] | | | | | | [removed: 1,020] [added: 1,840] | | |
| Accounts receivable, net | | | [removed: 5,376] [added: 6,192] | | | | | | [removed: 4,126] [added: 4,323] | | |
| Inventories | | | [removed: 4,351] [added: 5,734] | | | | | | [removed: 3,771] [added: 4,351] | | |
| Receivables from related parties | | | [removed: 9] [added: 113] | | | | | | [removed: 2] [added: 9] | | |
| Prepaid expenses and other current assets | | | [removed: 1,259] [added: 1,878] | | | | | | [removed: 1,265] [added: 2,312] | | |
| Total current assets | | | [removed: 16,768] [added: 19,049] | | | | | | [removed: 15,019] [added: 16,768] | | |
| Property and equipment, net | | | [removed: 1,589] [added: 1,802] | | | | | | [removed: 1,513] [added: 1,589] | | |
| Operating lease right-of-use assets | | | [removed: 633] [added: 623] | | | | | | [removed: 460] [added: 633] | | |
| Goodwill | | | [removed: 24,262] [added: 24,839] | | | | | | [removed: 24,177] [added: 24,262] | | |
| Acquisition-related intangibles | | | [removed: 21,363] [added: 18,930] | | | | | | [removed: 24,118] [added: 21,363] | | |
| Investment: equity method | | | [removed: 99] [added: 149] | | | | | | [removed: 83] [added: 99] | | |
| Deferred tax [removed: assets] [added: assets, net] | | | [removed: 366] [added: 688] | | | | | | [removed: 58] [added: 366] | | |
| Other non-current assets | | | [removed: 2,805] [added: 3,146] | | | | | | [removed: 2,152] [added: 2,805] | | |
| Restructuring charges | | | 186 | | | | | | — | | | | | | — | | |
See accompanying notes to the Consolidated Financial Statements.
See accompanying notes to the Consolidated Financial Statements.
| Net income | | | 1,641 | | | | | | 854 | | | | | | 1,320 | | |
See accompanying notes to the Consolidated Financial Statements.
| Net income | | | $ | 1,641 | | | | | $ | 854 | | | | | $ | 1,320 | |
| Depreciation and amortization | | | 671 | | | | | | 642 | | | | | | 626 | | |
| Inventory loss at contract manufacturer | | | 65 | | | | | | — | | | | | | — | | |
| Related party equity method investment | | | (17) | | | | | | — | | | | | | — | | |
| Issuance of loan to related party | | | (100) | | | | | | — | | | | | | — | | |
| Purchases of strategic investments | | | (341) | | | | | | (11) | | | | | | (5) | | |
| Repurchases of common stock | | | (862) | | | | | | (985) | | | | | | (3,702) | | |
| Total cash, cash equivalents, and restricted cash | | | $ | 3,811 | | | | | $ | 3,933 | | | | | $ | 4,835 | |
See accompanying notes to the Consolidated Financial Statements.
*Reclassification and Change in Presentation.* Unbilled receivables of $1.1 billion as of December 30, 2023 were reclassified from within Accounts receivable, net to within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets and in the Statements of Cash Flows to conform to current period presentation.
While the Company maintains an allowance for customer credit losses, its accounts receivable write-offs have historically not been significant.
Unbilled Receivables
Unbilled receivables are recorded within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets.
*Available-for-Sale Debt Securities.* Investments in marketable debt securities are available for use in current operations, including those with maturity dates beyond one year, and are classified within current assets on the Consolidated Balance Sheets.
Fair value is determined based on quoted market rates when observable or utilizing data points that are observable.
Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses.
The Company uses the first-in, first-out method as basis of the cost of securities sold.
Recently Issued Accounting Standard Updates Adopted
The Company adopted this standard in the fourth quarter of 2024.
See Note 4 - Segment Reporting for further information.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
The new guidance is intended to provide investors enhanced disclosures and requires public companies to disaggregate key expense types.
The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
The disclosure updates are required to be applied prospectively with the option for retrospective application.
The Company is currently evaluating the impact of this new standard on its Consolidated Financial Statements.
| Unbilled receivables | | | $ | 628 | | | | | $ | 1,053 | |
| Other | | | 1,250 | | | | | | 1,259 | | |
| Total prepaid expenses and other current assets | | | $ | 1,878 | | | | | $ | 2,312 | |
| Customer-related liabilities | | | 1,349 | | | | | | 788 | | |
The CODM is regularly provided segment operating income to assess relative segment performance.
| Cost of sales and operating expenses: | | | | | | | | | | | | | | | | | |
| Data Center | | | $ | 9,097 | | | | | $ | 5,229 | | | | | $ | 4,195 | |
| Client | | | 6,157 | | | | | | 4,697 | | | | | | 5,011 | | |
| Gaming | | | 2,305 | | | | | | 5,241 | | | | | | 5,852 | | |
| Embedded | | | 2,136 | | | | | | 2,693 | | | | | | 2,300 | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cumulative effect of adoption of accounting standard | | | — | | | | | | — | | | | | | (8) | | |
| Depreciation and amortization | | | 3,453 | | | | | | 4,174 | | | | | | 407 | | |
| Loss on debt redemption, repurchase and conversion | | | — | | | | | | — | | | | | | 7 | | |
| Loss on sale or disposal of property and equipment | | | 11 | | | | | | 16 | | | | | | 34 | | |
| Accounts receivable, net | | | (1,250) | | | | | | (1,091) | | | | | | (640) | | |
| Payables to related parties | | | (100) | | | | | | 379 | | | | | | 7 | | |
*Reclassification.* Certain immaterial prior period amounts have been reclassified to conform to current period presentation.
Non-custom product arrangements generally comprise a single performance obligation.
All unbilled accounts receivables are expected to be billed and collected within twelve months.
Furthermore, the Company performs in-depth credit evaluations of all new customers and, at intervals, for existing customers.
From this, the Company may require letters of credit, bank or corporate guarantees or advance payments if deemed necessary.
The Company maintains an allowance for credit loss, consisting of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts receivable based on historical experience and review of their current credit quality.
*Available-for-Sale Debt Securities.* The Company classifies its investments in debt securities at the date of acquisition as available-for-sale.
If an available-for-sale debt security’s fair value is less than its amortized cost basis, then the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses.
The Company classifies and accounts for its short-term investments in debt securities as available-for-sale as the Company may sell these securities at any time for use in its current operations or for other purposes.
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.
Early adoption is permitted.
The Company is currently evaluating segment expense disclosures related to its annual report for fiscal year 2024.
As of December 30, 2023 and December 31, 2022, Accounts receivable, net included unbilled accounts receivable of $1.1 billion.
Unbilled accounts receivables primarily represent work completed for development services and on custom products for which revenue has been recognized but not yet invoiced.
All unbilled accounts receivable are expected to be billed and collected within 12 months.
| Customer program liabilities | | | 544 | | | | | | 859 | | |
| Customer B | | | Client | | | * | | | | | | * | | | | | | 11 | | % |
| China | | | 42 | | | | | | 42 | | |
The acquisition of Pensando and its leading distributed services platform expands the Company’s ability to offer leadership solutions for cloud, enterprise, and edge customers.
The purchase consideration was allocated as follows:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Accounts receivable | | | 31 | | |
| Inventory | | | 66 | | |
| Total Assets | | | 633 | | |
| Accounts payable | | | 15 | | |
| Accrued and other liabilities | | | 61 | | |
| Total Liabilities | | | 76 | | |
| Fair value of net assets acquired | | | 557 | | |
| Goodwill | | | 1,098 | | |
| Total purchase consideration | | | $ | 1,655 | |
The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management.
An excerpt. Shown here: 40 of 437 rewritten, 40 of 159 added and 40 of 184 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2024 filing and the FY2023 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 3 removed, 20 unchanged
As of December [removed: 30, 2023,] [added: 28, 2024,] 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).
The overall goals of these evaluation activities are to monitor our disclosure controls and to modify [removed: them] [added: them,] as necessary.
Management has concluded that the Company’s internal control over financial reporting was effective as of December [removed: 30, 2023] [added: 28, 2024] 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: 30, 2023,] [added: 28, 2024,] which is included in Part II, Item 8, above.
There [removed: were] [added: has been] no [removed: other changes] [added: change] in our internal controls over financial reporting during our most recently completed fiscal [removed: year] [added: quarter] 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.
Item 9B. OTHER INFORMATION
3 rewritten, 0 added, 0 removed, 5 unchanged
During the quarterly period ended December [removed: 30, 2023,] [added: 28, 2024,] the following directors and officers adopted, modified or terminated 10b5-1 plans:
| Lisa Su | | | Chair, President and Chief Executive Officer | | | Adopt | | | [removed: November 20, 2023] [added: December 2, 2024] | | | X | | | | | | [removed: 834,226] [added: 750,000] | | | December [removed: 5, 2024] [added: 10, 2025] | | |
| Mark Papermaster | | | Executive Vice President, Chief Technology Officer | | | Adopt | | | November [removed: 15, 2023] [added: 5, 2024] | | | X | | | | | | [removed: 97,756] [added: 173,006] | | | [removed: November 15, 2024] [added: December 31, 2025] | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 2 added, 0 removed, 2 unchanged
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: 2024] [added: 2025] annual meeting of stockholders (our [removed: 2024] [added: 2025] Proxy Statement) is incorporated herein by reference.
AMD has adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.
A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions [added: “Compensation Committee Interlocks and Insider Participation,”] “Directors’ Compensation and Benefits” (including [removed: “2023] [added: “2024] Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Executive Compensation” (including [removed: “2023] [added: “2024] Summary Compensation Table,” [removed: “2023] [added: “2024] Nonqualified Deferred Compensation,” “Outstanding Equity Awards at [removed: 2023] [added: 2024] Fiscal Year-End,” “Grants of Plan-Based Awards in [removed: 2023”] [added: 2024”] and “Option Exercises and Stock Vested in [removed: 2023,”] [added: 2024,”] “Severance and Change in Control Arrangements” and “Chief Executive Officer Pay Ratio”), and “Compensation and Leadership Resources Committee Report” in our [removed: 2024] [added: 2025] Proxy Statement is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions “Principal Stockholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in our [removed: 2024] [added: 2025] Proxy Statement is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions “Corporate Governance—Independence of Directors” and “Certain Relationships and Related Transactions” in our [removed: 2024] [added: 2025] Proxy Statement is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
3 rewritten, 0 added, 0 removed, 1 unchanged
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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement, our [removed: 2024] [added: 2025] Proxy Statement will not be deemed to be filed as part of this report.
Without limiting the foregoing, the information under the captions “Compensation and Leadership Resources Committee Report” and “Audit and Finance Committee Report” in our [removed: 2024] [added: 2025] Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
83 rewritten, 5 added, 11 removed, 150 unchanged
| [Consolidated Statements of [removed: Operations](#i2f3a830247b542fcaaff99edb7e1a287_115)] [added: Operations](#i28398ba5d4ad4cb2864e07e4242b140b_118)] | | | | | | [removed: [54](#i2f3a830247b542fcaaff99edb7e1a287_115)] [added: [53](#i28398ba5d4ad4cb2864e07e4242b140b_118)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i2f3a830247b542fcaaff99edb7e1a287_118)] [added: Income](#i28398ba5d4ad4cb2864e07e4242b140b_121)] | | | | | | [removed: [55](#i2f3a830247b542fcaaff99edb7e1a287_118)] [added: [54](#i28398ba5d4ad4cb2864e07e4242b140b_121)] | | |
| [Consolidated Balance [removed: Sheets](#i2f3a830247b542fcaaff99edb7e1a287_121)] [added: Sheets](#i28398ba5d4ad4cb2864e07e4242b140b_124)] | | | | | | [removed: [56](#i2f3a830247b542fcaaff99edb7e1a287_121)] [added: [55](#i28398ba5d4ad4cb2864e07e4242b140b_124)] | | |
| [Consolidated Statements of Stockholders’ [removed: Equity](#i2f3a830247b542fcaaff99edb7e1a287_124)] [added: Equity](#i28398ba5d4ad4cb2864e07e4242b140b_127)] | | | | | | [removed: [57](#i2f3a830247b542fcaaff99edb7e1a287_124)] [added: [56](#i28398ba5d4ad4cb2864e07e4242b140b_127)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i2f3a830247b542fcaaff99edb7e1a287_127)] [added: Flows](#i28398ba5d4ad4cb2864e07e4242b140b_130)] | | | | | | [removed: [58](#i2f3a830247b542fcaaff99edb7e1a287_127)] [added: [57](#i28398ba5d4ad4cb2864e07e4242b140b_130)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i2f3a830247b542fcaaff99edb7e1a287_130)] [added: Statements](#i28398ba5d4ad4cb2864e07e4242b140b_133)] | | | | | | [removed: [60](#i2f3a830247b542fcaaff99edb7e1a287_130)] [added: [59](#i28398ba5d4ad4cb2864e07e4242b140b_133)] | | |
| [Reports of Independent Registered Public Accounting [removed: Firm](#i2f3a830247b542fcaaff99edb7e1a287_193)] [added: Firm](#i28398ba5d4ad4cb2864e07e4242b140b_196)] (PCAOB ID: 42) | | | | | | [removed: [90](#i2f3a830247b542fcaaff99edb7e1a287_193)] [added: [87](#i28398ba5d4ad4cb2864e07e4242b140b_196)] | | |
| | | | 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of Advanced Micro Devices, Inc., [removed: dated May] [added: dated](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm) [May] 2, [removed: 2018,] [added: 20](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[18](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[,] filed as Exhibit 3.1 to [removed: AMD’s Quarterly Report] [added: AMD’s](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm) [](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[Quarterly](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm) [Report] on [removed: Form 10-Q for] [added: Form](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm) [10](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[\-Q](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm) [](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[f](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[or] the period ended June 30, [removed: 2018,] [added: 2018](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)[,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248818000128/exh31amendedrestatedcertof.htm)] | | |
| | | | [removed: 3.2] [added: *10.6] | | | | | | [removed: [Advanced Micro Devices, Inc. Amended and Restated Bylaws,] [added: [Form of Management Continuity Agreement,] as amended [removed: on January 29, 2021](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm) [filed] [added: and restated, filed] as Exhibit [removed: 3.2] [added: 10.13(b)] to [removed: AMD](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[s] [added: AMD’s] Annual Report on Form 10-K for the fiscal year ended December [removed: 26, 2020](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[,] [added: 29, 2007,] is hereby incorporated by [removed: reference](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)[.](https://www.sec.gov/Archives/edgar/data/2488/000162828021001185/ex3210kfy20.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312508038588/dex1013b.htm)] | | |
| | | | 4.2 | | | | | | [Indenture by and among Advanced Micro Devices, Inc. and Wells Fargo Bank N.A., dated September 14, 2016, filed as Exhibit 4.1 to AMD's Current Report on Form 8-K dated September 14, 2016, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex41.htm)] | | |
| | | | 4.3 | | | | | | [First Supplemental Indenture governing 2.125% Convertible Senior Notes due 2026, including Form of 2.125% Note, between Advanced Micro Devices, Inc. and Wells Fargo Bank, N.A. dated September 14, 2016, filed as Exhibit 4.2 to AMD's Current Report on Form 8-K dated September 14, 2016, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312516709676/d258400dex42.htm)] | | |
| | | | 4.4 | | | | | | [First Supplemental Indenture by and among Advanced Micro Devices, Inc. and Wells Fargo Bank N.A., dated September 23, 2016, filed as Exhibit 4.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2016, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248816000263/firstsupplementalindenture.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248816000263/firstsupplementalindenture.htm)] | | |
| | | | 4.5 | | | | | | [removed: [Fourth] [added: [Second] Supplemental Indenture governing the Xilinx [removed: 2.950%] [added: 2.2375%] Senior Notes [removed: Due 2024,] [added: due 2030,] by and among Xilinx, Inc., Advanced Micro Devices, Inc. and U.S. Bank Trust Company, National Association, dated February 14, 2022, filed as Exhibit [removed: 4.1] [added: 4.2] to AMD’s Current Report on Form 8-K dated February 14, 2022, is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000031/a2024supplementalindenture.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000031/a2030supplementalindenture.htm)] | | |
| | | | 4.6 | | | | | | [removed: [Second Supplemental Indenture governing the Xilinx 2.2375% Senior Notes due 2030,] [added: [Indenture, dated as of June 9, 2022,] by and [removed: among Xilinx, Inc.,] [added: between] Advanced Micro Devices, Inc. and U.S. Bank Trust Company, National Association, [removed: dated February 14, 2022,] [added: as trustee,] filed as [removed: Exhibit 4.2] [added: exhibit 4.1] to AMD’s Current Report on Form 8-K dated [removed: February 14,] [added: June 9,] 2022, is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000031/a2030supplementalindenture.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex41.htm)] | | |
| | | | 4.7 | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of June 9, 2022, by and between [removed: Advanced Micro Devices, Inc.] [added: the Company] and U.S. Bank Trust Company, National Association, as trustee, [added: including the Form of 2032 Note and Form of 2052 Note,] filed as exhibit [removed: 4.1] [added: 4.2] to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex41.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/2488/000119312522171108/d367525dex42.htm).] | | |
| | | | *10.1 | | | | | | [2011 Executive Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the period ended April 2, 2011, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312511134452/dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312511134452/dex102.htm)] | | |
| | | | *10.2 | | | | | | [AMD Executive Severance Plan and Summary Plan Description for Senior Vice Presidents, effective June 1, 2013, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated June 7, 2013, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513256167/d552190dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312513256167/d552190dex101.htm)] | | |
| | | | *10.3 | | | | | | [AMD Deferred Income Account Plan, as amended and restated, effective January 1, 2008, filed as Exhibit 10.18 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312508038588/dex1018.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312508038588/dex1018.htm)] | | |
| | | | *10.4 | | | | | | [Amendment No. 1 to the AMD Deferred Income Account Plan, as amended and restated, effective July 1, 2012, filed as Exhibit 10.16(a) to AMD’s Annual Report on Form 10-K for the period ended December 29, 2012, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513069422/d486815dex1016a.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312513069422/d486815dex1016a.htm)] | | |
| | | | *10.5 | | | | | | [Form of Indemnity Agreement, between Advanced Micro Devices, Inc. and its officers and directors, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated October 6, 2008, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312508209112/dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312508209112/dex101.htm)] | | |
| | | | [removed: *10.6] [added: *10.7] | | | | | | [Form of [removed: Management Continuity] [added: Change in Control] Agreement, [removed: as amended and restated,] filed as Exhibit [removed: 10.13(b)] [added: 10.11] to AMD’s Annual Report on Form 10-K for the fiscal year ended December [removed: 29, 2007,] [added: 26, 2009,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312508038588/dex1013b.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312510035218/dex1011.htm)] | | |
| | | | [removed: *10.7] [added: *10.67] | | | | | | [Form of Change [removed: in] [added: of] Control [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[,] filed as Exhibit [removed: 10.11] [added: 10.77] to [removed: AMD’s] [added: AMD](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[s] Annual Report on Form 10-K for the fiscal year [removed: ended] [added: e](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[nded] December [removed: 26, 2009,] [added: 30, 202](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[3,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312510035218/dex1011.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[,](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)] | | |
| | | | *10.8 | | | | | | [Amended and Restated Management Continuity Agreement, between Advanced Micro Devices, Inc. and Devinder Kumar, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the period ended September 29, 2012, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312512446647/d430047dex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312512446647/d430047dex103.htm)] | | |
| | | | *10.9 | | | | | | [Offer Letter, between Advanced Micro Devices, Inc. and Mark D. Papermaster, dated October 7, 2011, filed as Exhibit 10.63 to AMD’s Annual Report on Form 10-K for the period ended December 31, 2011, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312512075837/d257108dex1063.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312512075837/d257108dex1063.htm)] | | |
| | | | 10.10 | | | | | | [Settlement Agreement, between Advanced Micro Devices, Inc. and Intel Corporation, dated November 11, 2009, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated November 11, 2009, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex101.htm)] | | |
| | | | 10.11 | | | | | | [Patent Cross License Agreement, between Advanced Micro Devices, Inc. and Intel Corporation filed, dated November 11, 2009, as Exhibit 10.2 to AMD’s Current Report on Form 8-K dated November 17, 2009, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312509236705/dex102.htm)] | | |
| | | | 10.12 | | | | | | [Sublease Agreement, between Lantana HP, LTD and Advanced Micro Devices, Inc., dated March 26, 2013, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex102.htm)] | | |
| | | | 10.13 | | | | | | [Master Landlord’s Consent to Sublease, between 7171 Southwest Parkway Holdings, L.P., Lantana HP, Ltd. and Advanced Micro Devices, Inc., dated March 26, 2013, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex103.htm)] | | |
| | | | 10.14 | | | | | | [Lease Agreement, between 7171 Southwest Parkway Holdings, L.P. and Lantana HP, Ltd., dated March 26, 2013, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the period ended March 30, 2013, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex104.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312513201635/d528331dex104.htm)] | | |
| | | | *10.15 | | | | | | [Employment Agreement by and between Lisa T. Su and Advanced Micro Devices, Inc. effective October 8, 2014, filed as Exhibit 10.2 to AMD’s Current Report on Form 8-K/A dated October 14, 2014, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312514371185/d804367dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312514371185/d804367dex102.htm)] | | |
| | | | *10.16 | | | | | | [Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2014, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312514389701/d809825dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312514389701/d809825dex101.htm)] | | |
| | | | *10.17 | | | | | | [Offer Letter, between Advanced Micro Devices, Inc. and Forrest E. Norrod, dated October 20, 2014, filed as Exhibit 10.66 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312515054362/d871455dex1066.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312515054362/d871455dex1066.htm)] | | |
| | | | *10.18 | | | | | | [Advanced Micro Devices, Inc. Executive Severance Plan and Summary Plan Description for Senior Vice Presidents effective December 31, 2014, filed as Exhibit 10.68 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000119312515054362/d871455dex1068.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312515054362/d871455dex1068.htm)] | | |
| | | | *10.19 | | | | | | [Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2015, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248815000067/form2015stockoptionagreeme.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248815000067/form2015stockoptionagreeme.htm)] | | |
| | | | 10.20 | | | | | | [Equity Interest Purchase Agreement by and between Advanced Micro Devices, Inc. and Nantong Fujitsu Microelectronics Co., Ltd. dated as of October 15, 2015, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated October 15, 2015, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248815000062/ex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248815000062/ex101.htm)] | | |
| | | | *10.21 | | | | | | [Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.78 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 2015, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248816000111/exhibit1078svpoptionagreem.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248816000111/exhibit1078svpoptionagreem.htm)] | | |
| | | | *10.22 | | | | | | [Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.79 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 2015, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248816000111/exhibit1079svprsuagreement.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248816000111/exhibit1079svprsuagreement.htm)] | | |
| | | | *10.23 | | | | | | [Form of Performance-Based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.80 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 2015, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248816000111/exhibit1080svpprsuagreemen.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248816000111/exhibit1080svpprsuagreemen.htm)] | | |
| | | | *10.24 | | | | | | [Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.88 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248817000043/exhibit1088formglobalstock.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248817000043/exhibit1088formglobalstock.htm)] | | |
| | | | *10.25 | | | | | | [Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Plan, filed as Exhibit 10.89 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/2488/000000248817000043/exhibit1089formglobalrsutc.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248817000043/exhibit1089formglobalrsutc.htm)] | | |
| | | | 2.2 | | | | | | [S](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[tock Purchase Agreement dated as of August 17, 2024, by and among Advanced Micro Devices, Inc., ZT Group Int](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[l, Inc., the Sellers listed therein and Frank Zhang, as the repre](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[sentative](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm) [of](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm) [the Sellers, fi](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[led as Exhibit 2.1 to AMD](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[s Current Report on Form 8-K dated August 1](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[9](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm)[, 2024, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000119312524202457/d808469dex21.htm) | | |
| | | | *10.70 | | | | | | [O](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[ffer Letter and Sign-on Bonus Agreement betwee](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[n Advanced Micro Devices, Inc. and Philip Guido, dated Apr](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[il 10, 2023, fi](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[led as Ex](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[hibit 10.1 to AMD](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[s Quarterly Report on Form 10-Q for the fi](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[scal quarter ended](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm) [June 29, 2024, is hereby incorporated by ref](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm)[erence.](https://www.sec.gov/Archives/edgar/data/2488/000000248824000123/exh10_1guidoxofferxlettera.htm) | | |
| | | | *10.72 | | | | | | [O](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[ffer Let](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[ter, dated October](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm) [9, 2024](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm) [by and bet](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[ween A](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[dvanced](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm) [M](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[icro Devices, Inc. and Philip Carter, filed as Exhibit 10.1 to A](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[MD](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[’](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[s Current Report on Form 8-K dated November 1](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[8](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[, 2024, is hereby incor](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[porated by re](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm)[ference](https://www.sec.gov/Archives/edgar/data/2488/000000248824000172/exh-10_1xofferletterphilip.htm). | | |
| | | | *10.73 | | | | | | [Advanced M](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm)[icro Devices, Inc. Executive Severance Plan and](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm) [Summary Plan Descr](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm)[iption for Executive and S](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm)[enior Vice Presidents effective](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm) [February 3,](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm) [20](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm)[25.](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex10_73usseveranceplan-svp.htm) | | |
| | | | 19.1 | | | | | | [Advanced](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm) [Micro](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm) [Devices](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm)[,](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm) [Stock Tra](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm)[d](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm)[ing Policy](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.htm)[.](https://www.sec.gov/Archives/edgar/data/2488/000000248825000012/ex19_1amdstocktradingpolic.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 trustee, including the Form of 2032 Note and Form of 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). | | |
| | | | *10.66 | | | | | | [Outside Director Equity Compensation Policy, as amended and restated, dated as of August 10, 2022, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2022, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248822000170/exh10_1amdoutsidedirectore.htm) | | |
| | | | *10.69 | | | | | | [Retirement Transition Agreement and General Release between Advanced Micro Devices, Inc. and Devinder Kumar, dated as of February 15, 2023, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K/A dated January 1, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248823000042/retirementtransitionagreem.htm) | | |
| | | | *10.71 | | | | | | [Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248823000139/exh10_1stockoption2023equi.htm) | | |
| | | | *10.72 | | | | | | [Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248823000139/exh10_2rsu2023equityplan.htm) | | |
| | | | *10.73 | | | | | | [Form of Performance-](https://www.sec.gov/Archives/edgar/data/2488/000000248823000139/exh10_3prsu2023equityplan1.htm)[B](https://www.sec.gov/Archives/edgar/data/2488/000000248823000139/exh10_3prsu2023equityplan1.htm)[ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248823000139/exh10_3prsu2023equityplan1.htm) | | |
| | | | 10.74 | | | | | | [First Amendment to Credit Agreement, dated as of September 22, 2023, among Advanced Micro Devices, Inc. as borrower, the lenders referred to therein, as lenders, Wells Fargo Securities, LLC, as sustainability structuring agent, and Wells Fargo Bank, National Association, as administrative agent, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248823000195/exh10_1firstamendmentxamdc.htm) | | |
| | | | 10.75 | | | | | | [Seventh Amendment to Lease between Summit Lantana Owner, LP and Advanced Micro Devices, Inc., dated as of October 27, 2023, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/2488/000000248823000195/exh10_2x7thamendmentaustin.htm) | | |
| | | | *10.76 | | | | | | [Amendment to Advanced Micro Devices, Inc. Executive Incentive Plan dated as of February 23, 2022](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_76amdeipamendedandres.htm)[.](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_76amdeipamendedandres.htm) | | |
| | | | *10.77 | | | | | | [Form of Change](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm) [of](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm) [Control Agreement](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm)[,](https://www.sec.gov/Archives/edgar/data/2488/000000248824000012/ex10_77xformofchangeofcont.htm) | | |
An excerpt. Shown here: 40 of 83 rewritten, all 5 added and all 11 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2024 filing and the FY2023 filing.
Item 16. FORM 10-K SUMMARY
5 rewritten, 8 added, 2 removed, 39 unchanged
| [removed: January 31, 2024] [added: February 5, 2025] | | | ADVANCED MICRO DEVICES, INC. | | | | | | | | |
| | | | /s/Lisa T. Su | | | | | | President and Chief Executive Officer (Principal Executive Officer), Director | | | | | | [removed: January 31, 2024] [added: February 5, 2025] | | |
| | | | /s/Jean Hu | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | | | | [removed: January 31, 2024] [added: February 5, 2025] | | |
| | | | [removed: /s/Darla Smith] [added: /s/Philip M. Carter] | | | | | | Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | | | | [removed: January 31, 2024] [added: February 5, 2025] | | |
| | | | * | | | | | | Lead Independent Director | | | | | | [removed: January 31, 2024] [added: February 5, 2025] | | |
| | | | Philip M. Carter | | | | | | | | | | | | | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | * | | | | | | Director | | | | | | February 5, 2025 | | |
| | | | Darla Smith | | | | | | | | | | | | | | |
| | | | * | | | | | | Director | | | | | | January 31, 2024 | | |