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Item 5. Market for Registrant’s Common Equity

2022-02-03 compared with 2021-01-29 · 29 added, 26 removed, 15 unchanged (79% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on The NASDAQ Global Select Market (NASDAQ) under the symbol “AMD”.

On January 28, 2022, there were 4,492 registered holders of our common stock, and the closing price of our common stock was $105.24 per share as reported on NASDAQ.

Issuer Purchases of Equity Securities

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

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

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

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

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

(In millions, except per share data)

Repurchases during each fiscal quarter of 2021:

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

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

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

16,744,657 16,744,657

Repurchases during last fiscal quarter of 2021:

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

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

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

Total 6,343,862 6,343,862

Equity Award Share Withholding

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

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

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

For information about our equity compensation plans, see Part III, Item 11, below.

4 unchanged sentences

The past performance of our common stock is no indication of future performance.

Base Period Years Ending

Base Period Years Ended

Company / Index 12/31/2016 12/30/2017 12/29/2018 12/28/2019 12/26/2020 12/25/2021

4 unchanged sentences

Unregistered Sales of Equity Securities

We issued warrants dated December 28, 2020 to purchase 42,439 shares of our common stock to a commercial partner pursuant to a strategic arrangement with such partner.

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

As a result, the Warrant is no longer outstanding.

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

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

On December 27, 2021, we issued warrants to purchase 63,226 shares of our common stock to a commercial partner pursuant to a strategic arrangement executed in 2018 with such partner.

The warrants have an exercise price of $25.4994 per share and expire on December 27, 2024.

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

SELECTED FINANCIAL DATA

In millions except per share amounts

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

Net income (loss) (3)

$ 2,490 $ 341 $ 337 $ (33) $ (498)

Earnings (loss) per share

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

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

Shares used in per share calculation

Basic 1,184 1,091 982 952 835

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

Long-term debt, net and other long-term liabilities (4)

$ 507 $ 643 $ 1,306 $ 1,443 $ 1,559

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

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

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

(3) In 2020, we recognized a $1.3 billion income tax benefit upon the release of a portion of the valuation allowance on deferred tax assets, which resulted in an equivalent increase to our deferred tax assets and thus an increase to total assets.

In 2016, we recorded a charge of $340 million in Cost of sales, consisting of the $240 million value of the warrant under a warrant agreement and the $100 million payment, which were both associated with the sixth amendment to the wafer sourcing agreement (WSA) with Global Foundries.

In addition, we recorded a cumulative pre-tax gain of $146 million on the sale of our 85% equity interest in the ATMP JV.

(4) In 2019, we reduced our long-term debt, net and other long-term liabilities by $663 million, primarily due to $628 million of net debt conversion and repayment.

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

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity