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• Global economic and market uncertainty may adversely impact our business and operating results.
+Added: • The semiconductor industry is highly cyclical and has experienced severe downturns that have materially adversely affected, and may continue to materially adversely affect, our business in the future.
+Added: • The demand for our products depends in part on the market conditions in the industries into which they are sold.
+Added: Fluctuations in demand for our products or a market decline in any of these industries could have a material adverse effect on our results of operations.
• The loss of a significant customer may have a material adverse effect on us.
1 unchanged sentence
• The markets in which our products are sold are highly competitive.
−Removed: • The demand for our products depends in part on the market conditions in the industries into which they are sold.
−Removed: Fluctuations in demand for our products or a market decline in any of these industries could have a material adverse effect on our results of operations.
−Removed: • The semiconductor industry is highly cyclical and has experienced severe downturns that have materially adversely affected, and may continue to materially adversely affect, our business in the future.
• Our operating results are subject to quarterly and seasonal sales patterns.
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• The success of our business is dependent upon our ability to introduce products on a timely basis with features and performance levels that provide value to our customers while supporting and coinciding with significant industry transitions.
−Removed: • Our revenue from our semi-custom SoC products is dependent upon our semi-custom SoC products being incorporated into customers’ products and the success of those products.
+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.
• Our products may be subject to security vulnerabilities that could have a material adverse effect on us.
• IT outages, data loss, data breaches and cyber-attacks could compromise our intellectual property or other sensitive information, be costly to remediate or cause significant damage to our business, reputation and operations.
+Added: • We may encounter difficulties in upgrading and operating our new enterprise resource planning (ERP) system, which could materially adversely affect us.
• Uncertainties involving the ordering and shipment of our products could materially adversely affect us.
−Removed: • Our ability to design and introduce new products in a timely manner is dependent upon third-party intellectual property.
−Removed: • 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.
+Added: • Our ability to design and introduce new products in a timely manner includes the use of third-party intellectual property.
+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.
• 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.
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Legal and Regulatory Risks
−Removed: • Government actions and regulations such as export administration regulations, tariffs, and trade protection measures may limit our ability to export our products to certain customers.
+Added: • Government actions and regulations such as export regulations, tariffs, and trade protection measures may limit our ability to export our products to certain customers.
• If we cannot realize our deferred tax assets, our results of operations could be adversely affected.
2 unchanged sentences
• 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.
−Removed: Xilinx Merger and Acquisition Risks
−Removed: • Acquisitions, joint ventures and/or investments, including our previously announced acquisition of Xilinx, and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock.
−Removed: • Our ability to complete the Xilinx Merger is subject to closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the Xilinx Merger not to be completed.
−Removed: • Whether or not it is completed, the announcement and pendency of the Xilinx Merger could cause disruptions in our business, which could have an adverse effect on our business and financial results.
+Added: Merger, Acquisition and Integration Risks
+Added: • Acquisitions, joint ventures and/or investments and the failure to integrate acquired businesses could disrupt our business and/or dilute or adversely affect the price of our common stock.
• Any impairment of the combined company’s tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact the combined company’s financial position and results of operations.
Liquidity and Capital Resources Risks
−Removed: • The agreements governing our notes and our Revolving Credit Facility impose restrictions on us that may adversely affect our ability to operate our business.
+Added: • The agreements governing our notes, our guarantees of Xilinx’s 2.95% and 2.375% Notes (Assumed Xilinx Notes), and our Revolving Credit Agreement impose restrictions on us that may adversely affect our ability to operate our business.
• Our indebtedness could adversely affect our financial position and prevent us from implementing our strategy or fulfilling our contractual obligations.
3 unchanged sentences
• Our worldwide operations are subject to political, legal and economic risks and natural disasters, which could have a material adverse effect on us.
−Removed: • We may incur future impairments of goodwill and technology license purchases.
+Added: • We may incur future impairments of technology license purchases.
• Our inability to continue to attract and retain qualified personnel may hinder our business.
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Intel could also take actions that place our discrete graphics processing units (GPUs) at a competitive disadvantage, including giving one or more of our competitors in the graphics market, such as NVIDIA Corporation, preferential access to its proprietary graphics interface or other useful information or restricting access to external companies.
−Removed: Also, Intel has developed their own high-end discrete GPUs and has announced that they have developed gaming-focused discrete graphics that will be released in 2022.
−Removed: Intel’s position in the microprocessor market, its introduction of competitive new products, its existing relationships with top-tier OEMs, and its aggressive marketing and pricing strategies could result in lower unit sales and lower average selling prices for our products, which could have a material adverse effect on us.
+Added: Also, Intel has developed and released their own high-end discrete GPUs, including gaming focused discrete GPUs.
+Added: We also compete with Intel in field programmable gate arrays (FPGAs) and Adaptive SoC products.
+Added: Intel’s position in the microprocessor, and integrated graphics chipset markets, its introduction of competitive new products, its existing relationships with top-tier OEMs, and its aggressive marketing and pricing strategies could result in lower unit sales and lower average selling prices for our products, which could have a material adverse effect on us.
Global economic and market uncertainty may adversely impact our business and operating results.
−Removed: Uncertain global economic conditions have in the past and may in the future adversely impact our business, including, without limitation, a slowdown in the Chinese economy, one of the largest global markets for desktop and notebook PCs.
+Added: We experienced a decline in our Client segment revenue as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain in the second half of 2022.
+Added: Uncertain global economic conditions have and may in the future adversely impact our business.
Uncertainty in the worldwide economic environment or other unfavorable changes in economic conditions, such as inflation, interest rates or recession, may negatively impact consumer confidence and spending causing our customers to postpone purchases.
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The risk related to our customers potentially defaulting on or delaying payments to us is increased because we expect that a small number of customers will continue to account for a substantial part of our revenue.
−Removed: Any inability of our current or potential future customers to pay us for our products may adversely affect our earnings and cash flow.
+Added: Any inability of our current or potential future customers to pay us for
+Added: our products may adversely affect our earnings and cash flow.
Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products.
In addition, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities.
+Added: The semiconductor industry is highly cyclical and has experienced severe downturns that have materially adversely affected, and may continue to materially adversely affect, our business in the future.
+Added: The semiconductor industry is highly cyclical and has experienced significant downturns, often in conjunction with constant and rapid technological change, wide fluctuations in supply and demand, continuous new product introductions, price erosion and declines in general economic conditions.
+Added: We have incurred substantial losses in previous downturns, due to substantial declines in average selling prices;
+Added: the cyclical nature of supply and demand imbalances in the semiconductor industry;
+Added: a decline in demand for end-user products (such as PCs) that incorporate our products;
+Added: and excess inventory levels.
+Added: Industry-wide fluctuations in the computer marketplace have materially adversely affected us in the past and may materially adversely affect us in the future.
+Added: Global economic uncertainty and weakness have in the past impacted the semiconductor market as consumers and businesses have deferred purchases, which negatively impacted demand for our products.
+Added: Our financial performance has been, and may in the future be, negatively affected by these downturns.
+Added: In the second half of 2022, we experienced a decline in our Client segment revenue as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain.
+Added: The growth of our business is also dependent on continued demand for our products from high-growth adjacent emerging global markets.
+Added: Our ability to be successful in such markets depends in part on our ability to establish adequate local infrastructure, as well as our ability to cultivate and maintain local relationships in these markets.
+Added: If demand from these markets is below our expectations, sales of our products may decrease, which would have a material adverse effect on us.
+Added: The demand for our products depends in part on the market conditions in the industries into which they are sold.
+Added: Fluctuations in demand for our products or a market decline in any of these industries could have a material adverse effect on our results of operations.
+Added: Industry-wide fluctuations in the computer marketplace have materially adversely affected us in the past and may materially adversely affect us in the future.
+Added: Our Client segment revenue is focused on the consumer desktop and notebook PC segments, which in the second half of 2022 experienced a decline as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain.
+Added: In the past, revenues from the Client and Gaming segments have experienced a decline driven by, among other factors, the adoption of smaller and other form factors, increased competition and changes in replacement cycles.
+Added: The success of our semi-custom SoC products is dependent on securing customers for our semi-custom design pipeline and consumer market conditions, including the success of the Sony PlayStation® 5, Microsoft® Xbox TM Series S and Microsoft® Xbox TM Series X game console systems and next generation consoles for Sony and Microsoft, worldwide.
+Added: In addition, the GPU market has at times seen elevated demand due to the application of GPU products to cryptocurrency mining.
+Added: For example, our GPU revenue has been affected in part by the volatility of the cryptocurrency mining market.
+Added: Demand for cryptocurrency has changed and is likely to continue to change quickly.
+Added: For example, China has banned such activities, and corresponding interest in mining of such currencies are subject to significant fluctuations.
+Added: Alternatively, countries have created and may continue to create their own cryptocurrencies or equivalents that could also impact interest in mining.
+Added: If we are unable to manage the risks related to the volatility of the cryptocurrency mining market, our GPU business could be materially adversely affected.
The loss of a significant customer may have a material adverse effect on us.
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The ongoing novel coronavirus (COVID-19) pandemic could materially adversely affect our business, financial condition and results of operations.
−Removed: The COVID-19 pandemic has caused government authorities to implement numerous public health measures, including vaccination and testing requirements and recordkeeping, quarantines, business closures, travel bans, and restrictions related to social gathering and mobility, to contain the virus.
+Added: The COVID-19 pandemic has caused government authorities to implement numerous public health measures, including at various times vaccination and testing requirements and recordkeeping, quarantines, business closures, travel bans, and restrictions related to social gathering and mobility, to contain the virus.
Various state and federal rules are issued and updated on an ongoing basis, at times in conflict and/or with minimal notice.
−Removed: We have experienced and expect to continue to experience disruptions to our business as these measures have, and will continue to have, an effect on our business operations and practices.
−Removed: While many of our offices around the world remain open, either because the pandemic has been contained in that location or to enable critical on-site business functions in compliance with government guidelines, we continue to have many of our employees work from home until further notice.
−Removed: It is uncertain as to when the measures put in place to attempt to contain the spread of COVID-19 will be lifted or whether there will be additional measures put into place.
−Removed: If COVID-19 continues to spread or if there are further waves of the virus, we may need to further limit operations or modify our business practices in a manner that may impact our business.
−Removed: If our employees are not able to perform their job duties due to self-isolation, quarantine, unavailability of COVID-19 tests, travel restrictions or illness, a reluctance or refusal to vaccinate, or are unable to perform them as efficiently at home for an extended period of time, we may not be able to meet our product schedules, roadmaps and customer commitments and we may experience an overall lower productivity of our workforce.
−Removed: We continue to monitor our operations and public health measures implemented by governmental authorities in response to COVID-19.
−Removed: Although some public health measures have eased and a small portion of our employees are at work in certain offices, our efforts to reopen our offices safely may not be successful and could expose our employees to health risks.
−Removed: Even when COVID-19 measures regarding mobility are lifted or modified, our employees’ ability to return to work may delay the return of our full workforce and the resumption of normal business operations.
+Added: We have experienced and expect to continue to experience disruptions to our business as these changing measures have, and will continue to have, an effect on our business operations and practices.
+Added: While our employees gradually return to office, we continue to monitor our operations and public health measures implemented by governmental authorities in response to COVID-19.
+Added: Although some public health measures have eased, our efforts to reopen our offices safely may not be successful and could expose our employees to health risks.
+Added: It is uncertain as to when all health measures put in place to attempt to contain the spread of COVID-19 will be lifted.
+Added: If there are further waves of the virus, health measures may be reimplemented and we may need to further limit operations or modify our business practices in a manner that may impact our business.
+Added: If our employees are not able to perform their job duties due to self-isolation, quarantine, lockdown measures, unavailability of COVID 19 tests, travel restrictions or illness, a reluctance or refusal to vaccinate, or are unable to perform them as efficiently at home for an extended period of time, we may not be able to meet our product schedules, roadmaps and customer commitments and we may experience an overall lower productivity of our workforce.
+Added: Even when COVID-19 health measures are lifted or modified, our employees’ ability or willingness to return to work may delay the return of our full workforce and the resumption of normal business operations.
COVID-19 continues to impact the global supply chain causing disruptions to service providers, logistics and the flow and availability of supplies and products.
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We may also assess our product schedules and roadmaps to make any adjustments that may be necessary to support remote working requirements and address the geographic and market demand shifts caused by COVID-19.
−Removed: If the supply of our products to customers is delayed, reduced or canceled due to disruptions encountered by our third-party manufacturers, back-end manufacturers, warehouses, partners, suppliers or vendors as a result of facility closures, border and port restrictions or closures, transportation delays, labor shortages or workforce mobility limitations, it could have a material adverse effect on our business.
+Added: If the supply of our products to customers is delayed, reduced or canceled due to disruptions encountered by our third-party manufacturers, back-end manufacturers, warehouses, partners, suppliers or vendors as a result of facility closures, border and port restrictions or closures, transportation delays, lockdown measures, labor shortages or workforce mobility limitations, it could have a material adverse effect on our business.
COVID-19 has in the short-term and may in the long-term adversely impact the global economy, creating uncertainty and potentially leading to an economic downturn.
This could negatively impact consumer confidence and spending causing our customers to postpone or cancel purchases, or delay paying or default on payment of outstanding amounts due to us, which may have a material adverse effect on our business.
−Removed: Even in times of robust demand for our products, as we are currently experiencing across our business, the worldwide economic environment remains uncertain due to COVID-19 and such demand may not be sustainable over the longer term.
+Added: Even in times of strong demand for our products, the worldwide economic environment remains uncertain due to COVID-19 and such demand may not be sustainable over the longer term.
COVID-19 has also led to a disruption and volatility in the global capital and financial markets.
−Removed: While we believe our cash, cash equivalents and short-term investments along with our Revolving Credit Facility and cash flows from operations will be sufficient to fund operations, including capital expenditures and purchase commitments, over the next 12 months and beyond, to the extent we may require additional funding to finance our operations and capital expenditures and such funding may not be available to us as a result of contracting capital and financial markets resulting from COVID-19, it may have an adverse effect on our business.
+Added: While we believe our cash, cash equivalents and short-term investments along with our Revolving Credit Agreement and cash flows from operations will be sufficient to fund operations, including capital expenditures, and purchase commitments, over the next 12 months and beyond, to the extent we may require additional funding to finance our operations and capital expenditures and such funding may not be available to us as a result of contracting capital and financial markets resulting from COVID-19, it may have an adverse effect on our business.
The extent to which COVID-19 impacts our business and financial results will depend on future developments, which are unpredictable and highly uncertain, including the continued spread, duration and severity of the outbreak, the appearances of new variants of COVID-19, the breadth and duration of business disruptions related to COVID-19, the availability and distribution of effective treatments and vaccines, and public health measures and actions taken throughout the world to contain COVID-19.
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The markets in which our products are sold are very competitive and delivering the latest and best products to market on a timely basis is critical to achieving revenue growth.
−Removed: We believe that the main factors that determine our product competitiveness are timely product introductions, product quality, product features and capabilities (including enabling state-of-the-art visual and virtual reality experiences), energy efficiency (including power consumption and battery life), reliability, processor clock speed, performance, size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, security and stability, brand recognition and availability.
+Added: We believe that the main factors that determine our product competitiveness are timely product introductions, product quality, product features and capabilities (including enabling state-of-the-art visual and virtual reality (VR) experiences), energy efficiency (including power consumption and battery life), reliability, processor clock speed, performance, size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, ease of use and functionality of software design tools, completeness of applicable software solutions, security and stability, brand recognition and availability.
We expect that competition will continue to be intense due to rapid technological changes, frequent product introductions by our competitors or new competitors of products that may provide better performance/experience or that may include additional features that render our products comparatively less competitive.
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If competitors introduce competitive new products into the market before us, demand for our products could be adversely impacted and our business could be adversely affected.
−Removed: In addition, Intel is seeking to expand its position in integrated graphics for the PC market with high-end discrete graphics solutions for a broad range of computing segments, which may negatively impact our ability to compete in these computing segments.
+Added: 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 segments, which may negatively impact our ability to compete in these computing segments.
We also face competition from companies that use competing computing architectures and platforms like the ARM architecture.
1 unchanged sentence
In addition, we are entering markets with current and new competitors who may be able to adapt more quickly to customer requirements and emerging technologies.
−Removed: We cannot assure you that we will be able to compete successfully against current or new competitors who may have stronger positions in these new markets or superior ability to anticipate customer requirements and emerging industry trends.
+Added: We cannot guarantee that we will be able to compete successfully against current or new competitors who may have stronger positions in these new markets or superior ability to anticipate customer requirements and emerging industry trends.
Furthermore, we may face competition from some of our customers who internally develop the same products as us.
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Further consolidation could adversely impact our business due to there being fewer suppliers, customers and partners in the industry.
−Removed: The demand for our products depends in part on the market conditions in the industries into which they are sold.
−Removed: Fluctuations in demand for our products or a market decline in any of these industries could have a material adverse effect on our results of operations.
−Removed: Industry-wide fluctuations in the computer marketplace have materially adversely affected us in the past and may materially adversely affect us in the future.
−Removed: A large portion of our Computing and Graphics revenue is focused on the consumer desktop PC and notebook segments, which have in the past experienced a decline driven by, among other factors, the adoption of smaller and other form factors, increased competition and changes in replacement cycles.
−Removed: The success of our semi-custom SoC products is dependent on securing customers for our semi-custom design pipeline and consumer market conditions, including the success of the Sony PlayStation®5, Microsoft® Xbox™ Series S and Microsoft® Xbox™ Series X game console systems and next generation consoles for Sony and Microsoft, worldwide.
−Removed: In addition, the GPU market has at times seen elevated demand due to the application of GPU products to cryptocurrency mining.
−Removed: For example, our GPU revenue has been affected in part by the volatility of the cryptocurrency mining market.
−Removed: Demand for cryptocurrency has changed and is likely to continue to change quickly.
−Removed: For example, South Korea has instituted restrictions on cryptocurrency trading and the valuations of the currencies and China has banned such activities, and corresponding interest in mining of such currencies are subject to significant fluctuations.
−Removed: Alternatively, countries have created and may continue to create their own cryptocurrencies or equivalents that could also impact interest in mining.
−Removed: If we are unable to manage the risks related to the volatility of the cryptocurrency mining market, our GPU business could be materially adversely affected.
−Removed: The semiconductor industry is highly cyclical and has experienced severe downturns that have materially adversely affected, and may continue to materially adversely affect, our business in the future.
−Removed: The semiconductor industry is highly cyclical and has experienced significant downturns, often in conjunction with constant and rapid technological change, wide fluctuations in supply and demand, continuous new product introductions, price erosion and declines in general economic conditions.
−Removed: We have incurred substantial losses in recent downturns, due to substantial declines in average selling prices;
−Removed: the cyclical nature of supply and demand imbalances in the semiconductor industry;
−Removed: a decline in demand for end-user products (such as PCs) that incorporate our products;
−Removed: and excess inventory levels.
−Removed: Industry-wide fluctuations in the computer marketplace have materially adversely affected us in the past and may materially adversely affect us in the future.
−Removed: Global economic uncertainty and weakness have in the past impacted the semiconductor market as consumers and businesses have deferred purchases, which negatively impacted demand for our products.
−Removed: Our financial performance has been, and may in the future be, negatively affected by these downturns.
−Removed: The growth of our business is also dependent on continued demand for our products from high-growth adjacent emerging global markets.
−Removed: Our ability to be successful in such markets depends in part on our ability to establish adequate local infrastructure, as well as our ability to cultivate and maintain local relationships in these markets.
−Removed: If demand from these markets is below our expectations, sales of our products may decrease, which would have a material adverse effect on us.
Our operating results are subject to quarterly and seasonal sales patterns.
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Any patent licensed by us or issued to us could be challenged, invalidated, expire, or circumvented or rights granted thereunder may not provide a competitive advantage to us.
−Removed: Also, due to measures to slow down the spread of COVID-19, various patent offices and courts have been adversely impacted and there is a potential for delay or disruptions that might affect certain of our patent rights.
Furthermore, patent applications that we file may not result in issuance of a patent or, if a patent is issued, the patent may not be issued in a form that is advantageous to us.
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As a consequence, movements in exchange rates could cause our foreign currency denominated expenses to increase as a percentage of revenue, affecting our profitability and cash flows.
−Removed: Whenever we believe appropriate, we hedge a portion of our short-term foreign currency exposure to protect against fluctuations in currency exchange rates.
+Added: Whenever we believe appropriate, we hedge a portion of our foreign currency exposure to protect against fluctuations in currency exchange rates.
We determine our total foreign currency exposure using projections of long-term expenditures for items such as payroll.
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We utilize third-party wafer foundries to fabricate the silicon wafers for all of our products.
−Removed: We rely on Taiwan Semiconductor Manufacturing Company Limited (TSMC) for the production of all wafers for products at 7 nanometer (nm) or smaller nodes, and we rely primarily on GLOBALFOUNDRIES Inc.
−Removed: (GF) for wafers for products manufactured at process nodes larger than 7 nm.
+Added: We rely on Taiwan Semiconductor Manufacturing Company Limited (TSMC) for the production of all wafers for microprocessor and GPU products at 7 nanometer (nm) or smaller nodes, and we rely primarily on GLOBALFOUNDRIES Inc.
+Added: (GF) for wafers for microprocessor and GPU products manufactured at process nodes larger than 7 nm.
+Added: We also utilize TSMC, United Microelectronics Corporation (UMC) and Samsung Electronics Co., Ltd.
+Added: for our integrated circuits (IC) in the form of programmable logic devices.
We also rely on third-party manufacturers to assemble, test, mark and pack (ATMP) our products.
+Added: Our third-party package assembly partners are responsible for packaging technology used to fabricate our products.
It is important to have reliable relationships with all of these third-party manufacturing suppliers to ensure adequate product supply to respond to customer demand.
We cannot guarantee that these manufacturers or our other third-party manufacturing suppliers will be able to meet our near-term or long-term manufacturing requirements.
−Removed: If we experience supply constraints from our third-party manufacturing suppliers, we may be required to allocate the affected products amongst our customers, which could have a material adverse effect on our relationships with these customers and on our financial condition.
+Added: If we experience supply constraints from our third-party manufacturing suppliers, we may be required to allocate the reduced quantities of affected products amongst our customers, which could have a material adverse effect on our relationships with these customers and on our financial condition.
In addition, if we are unable to meet customer demand due to fluctuating or late supply from our manufacturing suppliers, it could result in lost sales and have a material adverse effect on our business.
−Removed: For example, if TSMC is not able to manufacture wafers for our products at 7 nm or smaller nodes in sufficient quantities to meet customer demand, it could have a material adverse effect on our business.
+Added: For example, if TSMC is not able to manufacture wafers for our microprocessor and GPU products at 7 nm or smaller nodes and our newest IC products in sufficient quantities to meet customer demand, it could have a material adverse effect on our business.
We do not have long-term commitment contracts with some of our third-party manufacturing suppliers.
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The manufacturers we use also fabricate wafers and ATMP products for other companies, including certain of our competitors.
−Removed: They could choose to prioritize capacity for other customers, increase the prices that they charge us on short notice, require prepayments, or reduce or eliminate deliveries to us, which could have a material adverse effect on our business.
−Removed: Other risks associated with our dependence on third-party manufacturers include limited control over delivery schedules, quality assurance and price increases, lack of capacity in periods of excess demand, misappropriation of our intellectual property, dependence on several subcontractors, and limited ability to manage inventory and parts.
−Removed: Moreover, if any of our third-party manufacturers suffer any damage to facilities, lose benefits under material agreements, experience power outages, lack sufficient capacity to manufacture our products, encounter financial difficulties, are unable to secure necessary raw materials from their suppliers, suffer any other disruption or reduction in efficiency, or experience uncertain social economic or political circumstances or conditions, we may encounter supply delays or disruptions.
+Added: They could choose to prioritize capacity for other customers, increase the prices that they charge us on short notice, require onerous prepayments, or reduce or eliminate deliveries to us, which could have a material adverse effect on our business.
+Added: Other risks associated with our dependence on third-party manufacturers include limited control over delivery schedules, yield, cycle times, quality assurance, price increases, lack of capacity in periods of excess demand, misappropriation of our intellectual property, dependence on several subcontractors, and limited ability to manage inventory and parts.
+Added: Moreover, if any of our third-party manufacturers (or their subcontractors) suffer any damage to facilities, lose benefits under material agreements, experience power outages, lack sufficient capacity to manufacture our products, encounter financial difficulties, are unable to secure necessary raw materials from their suppliers, suffer any other disruption or reduction in efficiency, or experience uncertain social, economic or political circumstances or conditions, we may encounter supply delays or disruptions.
If we are unable to secure sufficient or reliable supplies of products, our ability to meet customer demand may be adversely affected and this could materially affect our business.
If we transition the production of some of our products to new manufacturers, we may experience delayed product introductions, lower yields or poorer performance of our products.
−Removed: If we experience problems with product quality or are unable to secure sufficient capacity from a particular third-party manufacturer, or if we for other reasons cease utilizing one of those suppliers, we may be unable to secure an alternative supply for any specific product in a short time frame.
+Added: If we experience problems with product quality or are unable to secure sufficient capacity from a particular third-party manufacturer, or if we for other reasons cease utilizing one of those manufacturers, we may be unable to timely secure an alternative supply for any specific product.
We could experience significant delays in the shipment of our products if we are required to find alternative third-party manufacturers, which could have a material adverse effect on our business.
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If we do not meet the annual wafer purchase target for any of these years, we will be required to pay to GF a portion of the difference between the actual wafer purchases and the wafer purchase target for that year.
−Removed: AMD and GF also have agreed to wafer pricing through 2025, and AMD is obligated to pre-pay GF certain amounts for those wafers in 2022 and 2023.
+Added: AMD and GF also have agreed to wafer pricing through 2025, and AMD was obligated in 2022 and is obligated in 2023 to pre-pay GF certain amounts for those wafers.
The Amendment no longer includes any exclusivity commitments and provides us with full flexibility to contract with any wafer foundry with respect to all products manufactured at any technology node.
If our actual wafer requirements are less than the number of wafers required to meet the applicable annual wafer purchase target, we could have excess inventory or higher inventory unit costs, both of which may adversely impact our gross margin and our results of operations.
−Removed: 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 busines s.
+Added: 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 are party to two ATMP joint ventures (collectively, the ATMP JVs) with affiliates of Tongfu Microelectronics Co., Ltd.
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We also depend on a limited number of suppliers to provide the majority of certain types of integrated circuit packages for our microprocessors, including our APU products.
−Removed: Similarly, certain non-proprietary materials or components such as memory, printed circuit boards (PCBs), interposers, substrates and capacitors used in the manufacture of our products are currently available from only a limited number of sources.
+Added: Similarly, certain non-proprietary materials or components such as memory, printed circuit boards (PCBs), interposers, substrates and capacitors used in the manufacture of our products are currently available from only a limited number of suppliers.
If we are unable to procure a stable supply of equipment, materials or substrates on an ongoing basis and at reasonable costs to meet our production requirements, we could experience a shortage in equipment, materials or substrate supply or an increase in production costs, which could have a material adverse effect on our business.
−Removed: We have long-term purchase commitments and prepayment arrangements with some of our vendors.
+Added: We have long-term purchase commitments and prepayment arrangements with some of our suppliers.
If the delivery of such supply is delayed or does not occur for any reason, it could materially impact our ability to procure and process the required volume of supply to meet customer demand.
−Removed: Conversely, a decrease in customer demand could result in excess inventory and an increase in our production costs, particularly since we have prepayment arrangements with certain vendors.
−Removed: Because some of the equipment and materials that we and our third-party manufacturing suppliers purchase are complex, it is sometimes difficult to substitute one supplier for another.
+Added: Conversely, a decrease in customer demand could result in excess inventory and an increase in our production costs, particularly since we have prepayment arrangements with certain suppliers.
+Added: Because some of the equipment and materials that we and our third-party manufacturers purchase are complex, it is sometimes difficult to substitute one equipment or materials supplier for another.
From time to time, suppliers may extend lead times, limit supply or increase prices due to capacity constraints or other factors.
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Dependence on a sole supplier or a limited number of suppliers exacerbates these risks.
−Removed: If we are unable to procure certain of these materials for our back-end manufacturing operations, or our third-party foundries or manufacturing suppliers are unable to procure materials for manufacturing our products, our business would be materially adversely affected.
+Added: If we are unable to procure certain of these materials for our back-end manufacturing operations, or our third-party manufacturers are unable to procure materials for manufacturing our products, our business would be materially adversely affected.
Failure to achieve expected manufacturing yields for our products could negatively impact our financial results.
−Removed: Semiconductor manufacturing yields are a result of both product design and process technology, which is typically proprietary to the manufacturer, and low yields can result from design failures, process technology failures or a combination of both.
−Removed: Our third-party foundries are responsible for the process technologies used to fabricate silicon wafers.
−Removed: If our third-party foundries experience manufacturing inefficiencies or encounter disruptions, errors or difficulties during production, we may fail to achieve acceptable yields or experience product delivery delays.
−Removed: We cannot be certain that our third-party foundries will be able to develop, obtain or successfully implement leading-edge process technologies needed to manufacture future generations of our products profitably or on a timely basis or that our competitors will not develop new technologies, products or processes earlier.
−Removed: Moreover, during periods when foundries are implementing new process technologies, their manufacturing facilities may not be fully productive.
+Added: Semiconductor manufacturing yields are a result of product design, process technology and packaging technology, which is typically proprietary to the manufacturer, and low yields can result from design failures, packaging technology failures, process technology failures or a combination of some or all of these.
+Added: Our third-party manufacturers are responsible for the process technologies used to fabricate silicon wafers.
+Added: If our third-party manufacturers experience manufacturing inefficiencies or encounter disruptions, errors or difficulties during production, we may fail to achieve acceptable yields or we may experience product delivery delays.
+Added: We cannot be certain that our third-party manufacturers will be able to develop, obtain or successfully implement leading-edge process or packaging technologies needed to manufacture future generations of our products profitably or on a timely basis or that our competitors will not develop new technologies, products or processes earlier.
+Added: Moreover, during periods when our third-party manufacturers are implementing new process or packaging technologies, their manufacturing facilities may not be fully productive.
A substantial delay in the technology transitions to smaller process technologies could have a material adverse effect on us, particularly if our competitors transition to more cost effective technologies before us.
−Removed: For example, we are presently focusing our 7 nm and lower product portfolio on TSMC’s processes.
+Added: For example, we are presently focusing our 7 nm and lower product microprocessor and GPU portfolio on TSMC’s processes.
If TSMC is not able to manufacture wafers for our products at 7 nm or smaller nodes in sufficient quantities to meet customer demand, it could have a material adverse effect on our business.
+Added: Moreover, we rely on TSMC, UMC and our other foundries to produce wafers with competitive performance attributes for our IC products.
+Added: Therefore, the foundries, particularly TSMC which manufactures our newest IC products, must be able to transition to advanced manufacturing process technologies and increased wafer sizes, produce wafers at acceptable yields and deliver them in a timely manner.
Any decrease in manufacturing yields could result in an increase in per unit costs, which would adversely impact our gross margin and/or force us to allocate our reduced product supply amongst our customers, which could harm our relationships and reputation with our customers and materially adversely affect our business.
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As consumers have new product feature preferences or have different requirements than those consumers in the PC market, PC sales could be negatively impacted, which could adversely impact our business.
−Removed: Our product roadmap includes our next-generation AMD Ryzen™, AMD Radeon™ and AMD EPYC™ processors.
We cannot assure you that our efforts to execute our product roadmap will result in innovative products and technologies that provide value to our customers.
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New investments may not generate sufficient revenue, may incur unanticipated liabilities and may divert our limited resources and distract management from our current operations.
−Removed: We cannot be certain that our ongoing investments in new products and technologies will be successful, will meet our expectations and will not adversely affect our reputation, financial condition and operating results.
+Added: We cannot be certain that our ongoing investments in new products and
+Added: technologies will be successful, will meet our expectations and will not adversely affect our reputation, financial condition and operating results.
Delays in developing, qualifying or shipping new products can also cause us to miss our customers’ product design windows or, in some cases, breach contractual obligations or cause us to pay penalties.
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Maintaining the security of this information is important to our business and reputation.
−Removed: We believe that companies like AMD have been increasingly subject to a wide variety of security incidents, cyber-attacks, hacking and phishing attacks, business and system disruption attacks, and other attempts to gain unauthorized access.
−Removed: The increased prevalence of work-from-home arrangements at AMD and our providers has presented additional operational and cybersecurity risks to our IT systems as well as those of our customers, business partners, and third-party partners.
+Added: AMD and companies like AMD and our vendors and customers have been increasingly subject to cybersecurity attempts and threats.
+Added: The increased prevalence of work-from-home arrangements at AMD
+Added: and our providers has presented additional operational risks and cybersecurity attack vectors to our IT systems.
These threats can come from a variety of sources, all ranging in sophistication from an individual hacker or insider threat to a state-sponsored attack.
Cyber threats may be generic, or they may be custom-crafted against our information systems.
−Removed: Cyber threats may come into our network through malicious code that is added to widely available open-source software.
−Removed: Cyber-attacks have become increasingly more prevalent and much harder to detect, defend against or prevent.
−Removed: Our network and storage applications, as well as those of our customers, business partners, and third-party providers, have been and may be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions.
+Added: Cyber threats have and may come into our network through malicious code that is added to widely available open-source software, compromised commercial software or security vulnerabilities in our products or those of a third party that are being used by attackers prior to mitigations being put in place, such as zero-day attacks.
+Added: Cyber-attacks have and may come into our IT system through the compromise of our users’ access credentials.
+Added: Users’ access credentials can be compromised by phishing, vishing, smishing, multi-factor authentication (MFA) prompt bombing, hacking, or other social engineering, cybersecurity, or theft activities.
+Added: Cyber-attacks have become increasingly more prevalent and much harder to detect, defend against or prevent and have and may cause a disruption to our business.
+Added: Our network and storage applications, as well as those of our customers, business partners, and third-party providers, may be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions.
It is often difficult to anticipate or immediately detect such incidents and the damage caused by such incidents.
−Removed: It also may not be possible to determine the root cause of such incidents.
−Removed: These data breaches and any unauthorized access, misuse or disclosure of our information or intellectual property could compromise our intellectual property and expose sensitive business information.
+Added: It also may not be possible to determine the root cause of such incidents or mitigate quickly enough to stop an attack.
+Added: These data breaches and any unauthorized access, misuse or disclosure of our information or intellectual property could compromise our intellectual property and expose sensitive business information or personally identifiable information.
Cyber-attacks on us or our customers, business partners or third-party providers could also cause us to incur significant remediation costs, result in product development delays, disrupt key business operations and divert attention of management and key information technology resources.
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The confidentiality and integrity of our worker and consumer data is important to our business and our workers and consumers have a high expectation that we adequately protect their personal information.
−Removed: In addition, many governments have enacted laws around personally identifiable information, such as the European Union’s General Data Protection Regulation and the California Consumer Privacy Act, and failure to comply could result in sanctions or other actions by the governments.
−Removed: We anticipate ongoing and increasing costs related to:
−Removed: enhancing and implementing information security controls, including costs related to upgrading application, computer, and network security components;
+Added: In addition, many governments have enacted laws around personally identifiable information, such as the European Union’s General Data Protection Regulation and the California Consumer Privacy Act, and failure to comply or a breach of personally identifiable information could result in sanctions or other actions by the governments or litigation by other entities.
+Added: We anticipate ongoing and increasing costs related to enhancing and implementing information security controls, including costs related to upgrading application, computer, and network security components;
training workers to maintain and monitor our security controls;
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We often partner with third-party providers for certain worker services and we may provide certain limited worker information to such third parties based on the scope of the services provided to us.
−Removed: However, if these third parties fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, our workers’ data may be improperly accessed, used or disclosed.
+Added: We also provide sensitive information to vendors, customers and contractors.
+Added: If these third parties fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, our workers’ data and sensitive information may be improperly accessed, used or disclosed.
A breach of data privacy may cause significant disruption of our business operations.
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Failure to prevent unauthorized access to electronic and other confidential information, IT outages, data loss and data breaches could materially adversely affect our financial condition, our competitive position and operating results.
+Added: We may encounter difficulties in upgrading and operating our new enterprise resource planning system, which could materially adversely affect us.
+Added: We are currently upgrading our enterprise resource planning (ERP) system to help us manage our operations and financial reporting.
+Added: The adoption of a new ERP system is a major undertaking and poses several challenges, both financially and from a management and personnel perspective.
+Added: Costs and risks inherent in the conversion to our upgraded and new system may include disruption s to business continuity, difficulty in maintaining effective internal controls, administrative and technical problems, interruptions or delays in sales processes, expenditure overruns, and data migration issues.
+Added: If we do not properly address or mitigate these issues it could result in increased costs and the diversion of management’s attention and resources, negatively impacting our operating results and ability to effectively manage our business.
+Added: Moreover, once our ERP system is upgraded, it may not operate as we expect it to
+Added: and cause disruption to our operations.
+Added: There are no assurances that our new ERP system will be successfully implemented and the failure to do so could have a material adverse effect on our business.
Uncertainties involving the ordering and shipment of our products could materially adversely affect us.
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In addition, our customers may change their inventory practices on short notice for any reason.
+Added: For example, in the second half of 2022, we experienced a decline in our Client segment revenue as a result of weak PC market macroeconomic conditions and inventory correction actions across the PC supply chain.
We may build inventories during periods of anticipated growth, and the cancellation or deferral of product orders or overproduction due to failure of anticipated orders to materialize could result in excess or obsolete inventory, which could result in write-downs of inventory and an adverse effect on gross margins.
Our customers may also experience a shortage of, or delay in receiving certain components to build their products, which in turn may affect the demand for or the timing of our products.
−Removed: For instance, our OEMs have and continue to experience industry-wide challenges securing matched component sets to build their products.
−Removed: Factors that may result in excess or obsolete inventory, which could result in write-downs of the value of our inventory, a reduction in the average selling price or a reduction in our gross margin include:
+Added: For instance, OEMs have and continue to experience industry-wide challenges securing matched component sets to build their products.
+Added: Excess or obsolete inventory have and may in the future result in write-downs of the value of our inventory.
+Added: 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.
+Added: Other factors that may result in excess or obsolete inventory include, a reduction in the average selling price, or a reduction in our gross margin include:
a sudden or significant decrease in demand for our products;
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or our competitors introducing new products or taking aggressive pricing actions.
−Removed: Our ability to design and introduce new products in a timely manner is dependent upon third-party intellectual property.
+Added: Our ability to design and introduce new products in a timely manner includes use of third-party intellectual property.
In the design and development of new and enhanced products, we rely on third-party intellectual property such as development and testing tools for software and hardware.
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The design requirements necessary to meet customer demand for more features and greater functionality from semiconductor products may exceed the capabilities of the third-party intellectual property or development or testing tools available to us.
−Removed: If the third-party intellectual property that we use becomes unavailable, is not available with required functionality or performance in the time frame, manufacturing technology, or price point needed for our new products or fails to produce designs that meet customer demands, our business could be materially adversely affected.
−Removed: 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.
−Removed: We depend on third-party companies for the design, manufacture and supply of motherboards, graphics cards, software (e.g., BIOS, operating systems, drivers), memory and other components that our customers utilize to support and/or use our microprocessor, GPU and APU offerings.
−Removed: We also rely on our AIB partners to support our GPU and APU products.
+Added: If the third-party intellectual property that we use becomes unavailable, is not available with required functionality or performance in the time frame, manufacturing technology, or price point needed for our new products or fails to produce designs that meet customer demands, or laws are adopted that affect our use of third party intellectual property in certain regions or products, our business could be materially adversely affected.
+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.
+Added: We depend on third-party companies for the design, manufacture and supply of motherboards, graphics cards, software (e.g., BIOS, operating systems, drivers), memory and other components that we use to design, support and sell, and our customers utilize to support and/or use our product offerings.
+Added: We also rely on our AIB partners to support our products.
In addition, our microprocessors are not designed to function with motherboards and chipsets designed to work with Intel microprocessors.
−Removed: If the designers, manufacturers, AIBs and suppliers of motherboards, graphics cards, software, memory and other components cease or reduce their design, manufacture or production of current or future products that are based on or support our products, our business could be materially adversely affected.
+Added: If the designers, manufacturers, AIBs and suppliers of motherboards, graphics cards, software, memory and other components cease or reduce their design, manufacture or production
+Added: of current or future products that are based on, utilized in, or support our products, or laws are adopted that result in the same, our business could be materially adversely affected.
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.
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There can be no assurance that our business and operations will not experience any disruption in connection with this transition.
−Removed: Our information technology systems, and those of third-party information technology providers or business partners, may also be vulnerable to damage or disruption caused by circumstances beyond our control including catastrophic events, power anomalies or outages, natural disasters, viruses or malware, cyber-attacks, data breaches and computer system or network failures, exposing us to significant cost, reputational harm and disruption or damage to our business.
+Added: Our information technology systems, and those of third-party information technology providers or business partners, may also be vulnerable to damage or disruption caused by circumstances beyond our control including catastrophic events,
+Added: power anomalies or outages, natural disasters, viruses or malware, cyber-attacks, insider threat attacks, unauthorized system or data modifications, data breaches and computer system or network failures, exposing us to significant cost, reputational harm and disruption or damage to our business.
In addition, as our IT environment continues to evolve, we are embracing new ways of communicating and sharing data internally and externally with customers and partners using methods such as mobility and the cloud that can promote business efficiency.
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Accordingly, we rely on our supply chain for the manufacturing, distribution and fulfillment of our products.
−Removed: As we continue to grow our business, expand to high-growth adjacent markets, acquire new customers and strengthen relationships with existing customers, the efficiency of our supply chain will become increasingly important because many of our customers tend to have specific requirements for particular products, and specific time-frames in which they require delivery of these products.
+Added: As we continue to grow our business, expand to high-growth adjacent markets, acquire new customers and strengthen relationships with existing customers, the efficiency of our supply chain will become increasingly important because many of our customers tend to have specific requirements for particular products, geographic requirements, and specific time-frames in which they require delivery of these products.
If we are unable to consistently deliver the right products to our customers on a timely basis in the right locations, our customers may reduce the quantities they order from us, which could have a material adverse effect on our business.
We outsource to third parties certain supply-chain logistics functions, including portions of our product distribution, transportation management and information technology support services.
−Removed: We rely on third-party providers to operate our regional product distribution centers and to manage the transportation of our work-in-process and finished products among our facilities, to our manufacturing suppliers and to our customers.
+Added: We rely on third-party providers to operate our regional product distribution centers and to manage the transportation of our work-in-process and finished products among our facilities, to our third-party manufacturers and to our customers.
In addition, we rely on third parties to provide certain information technology services to us, including help desk support, desktop application services, business and software support applications, server and storage administration, data center operations, database administration and voice, video and remote access.
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Legal and Regulatory Risks
−Removed: Government actions and regulations such as export administration regulations, tariffs, and trade protection measures may limit our ability to export our products to certain customers.
+Added: Government actions and regulations such as export regulations, tariffs, and trade protection measures may limit our ability to export our products to certain customers.
We have equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd.
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In June 2019, the Bureau of Industry and Security (BIS) of the United States Department of Commerce added certain Chinese entities to the Entity List, including THATIC and the THATIC JV.
−Removed: In October 2019, the BIS added additional Chinese entities to the Entity List.
−Removed: Also, the United States administration has called for changes to domestic and foreign policy.
−Removed: Specifically, United States-China trade relations remain uncertain.
−Removed: The United States administration has announced tariffs on certain products imported into the United States with China as the country of origin, and China has imposed tariffs in response to the actions of the United States.
−Removed: We are taking steps to mitigate the impact of these tariffs on our business and AMD processor-based products.
−Removed: There is also a possibility of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business.
+Added: Since that time, the United States administration has called for changes to domestic and foreign policy, including policies with respect to China and Russia.
+Added: Specifically, United States-China trade relations remain uncertain as the United States continues to add more Chinese companies to the Entity List and more regulations targeted to advanced computing, semiconductor manufacturing, and AI.
+Added: Further, the United States and other countries and coalitions have issued sanctions and revisions to export control and other regulations against Russia, Belarus or the DNR or LNR regions of Ukraine, due to the conflict in Ukraine.
+Added: BIS has issued new requirements that prevent us from shipping MI250 and MI250X integrated circuits to China and Russia without a license.
+Added: BIS may possibly issue new licensing requirements and regulatory controls in the future.
A significant trade disruption or the establishment or increase of any tariffs, trade protection measures or restrictions could result in lost sales adversely impacting our reputation and business.
+Added: There is also a possibility of future tariffs, trade protection measures, import or export regulations or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business.
+Added: Export control restrictions may adversely impact the ability of our research and development teams located outside of the United States from executing our product roadmaps in a timely manner or at all.
+Added: We may, from time to time, receive technical data from third parties that is subject to the International Traffic and Arms Regulations (ITAR), which are administered by the U.S.
+Added: Department of State.
+Added: EAR and ITAR govern the export and re-export of certain AMD products, including FPGAs, and the transfer of related technologies, whether in the U.S.
+Added: or abroad, and the provision of services.
+Added: We are required to maintain an internal compliance program and security infrastructure to meet EAR and ITAR requirements.
+Added: An inability to obtain the required export licenses, or to predict when they will be granted, increases the difficulties of forecasting shipments.
+Added: In addition, security or compliance program failures that could result in penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our products less attractive to overseas customers, could have a material adverse effect on our business, financial condition and/or operating results .
If we cannot realize our deferred tax assets, our results of operations could be adversely affected.
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The limitations could reduce our ability to utilize the net operating losses or tax credits before the expiration of the tax attributes.
−Removed: Our business is subject to potential tax liabilities, including as a result of tax regulation changes.
−Removed: We are subject to income tax, indirect tax or other tax claims by tax agencies in jurisdictions in which we conduct business.
+Added: Our business is subject to potential tax liabilities, and exposure to greater-than-anticipated income tax liabilities as a result of changes in tax rules and regulations, changes in interpretation of tax rules and regulations, or unfavorable assessments from tax audits, any of which could affect our effective tax rates, financial condition, and results of operations.
+Added: We are a U.S.-based multinational company subject to income tax, indirect tax or other tax claims in multiple U.S.
+Added: and foreign tax jurisdictions in which we conduct business.
Significant judgment is required in determining our worldwide provision for income taxes.
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Any changes to tax laws could have a material adverse effect on our tax obligations and effective tax rate.
+Added: Our income tax obligations could be affected by many factors, including, but not limited to, changes to our corporate operating structure, intercompany arrangements, and tax planning strategies.
+Added: Our income tax expense is computed based on tax rates at the time of the respective financial period.
+Added: Our future effective tax rates, financial condition and results from operations could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in the tax rules and regulations or the interpretation of tax rules and regulations in the jurisdictions in which we do business or by changes in the valuation of our deferred tax assets.
+Added: In addition, we are subject to examinations of our income tax returns by domestic and foreign tax authorities.
+Added: We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from the current examinations.
+Added: There can be no assurance that the final determination of any of these examinations will not have an adverse effect on our effective tax rates, financial condition, and results of operations.
In the ordinary course of our business, there are many transactions and calculations where the ultimate income tax, indirect tax, or other tax determination is uncertain.
−Removed: Although we believe our tax estimates are reasonable, we cannot assure that the final determination of any tax audits and litigation will not be materially different from that which is reflected in historical tax provisions and accruals.
+Added: Although we believe our tax estimates are reasonable, we cannot assure that the final determination of any tax audits or litigation will not be materially different from that which is reflected in historical tax provisions and accruals.
Should additional taxes be assessed as a result of an audit, assessment or litigation, there could be a material adverse effect on our cash, tax provisions and net income in the period or periods for which that determination is made.
We are party to litigation and may become a party to other claims or litigation that could cause us to incur substantial costs or pay substantial damages or prohibit us from selling our products.
−Removed: From time to time, we are a defendant or plaintiff in various legal actions, as described in Note 17 of our consolidated financial statements.
+Added: From time to time, we are a defendant or plaintiff in various legal actions, as described in Note 17 - Contingencies of the Notes to our Consolidated Financial Statements.
For example, we have been subject to certain claims concerning federal securities laws and corporate governance.
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Our operations and properties have in the past been and continue to be subject to various United States and foreign laws and regulations, including those relating to materials used in our products and manufacturing processes, discharge of pollutants into the environment, the treatment, transport, storage and disposal of solid and hazardous wastes and remediation of contamination.
−Removed: These laws and regulations require our suppliers to obtain permits for operations making our products, including the discharge of air pollutants and wastewater.
+Added: For the manufacturing of our products, these laws and regulations require our suppliers to obtain permits for operations, including the discharge of air pollutants and wastewater.
Although our management systems are designed to oversee our suppliers’ compliance, we cannot assure you that our suppliers have been or will be at all times in complete compliance with such laws, regulations and permits.
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Such non-compliance from our manufacturing suppliers could result in disruptions in supply, higher sourcing costs, and/or reputational damage for us.
−Removed: We could also be held liable for any and all consequences arising out of exposure to hazardous materials used, stored, released, disposed of by us or located at, under or emanating from our former facilities or other environmental or natural resource damage.
+Added: We could also be held liable for any and all consequences arising out of exposure to hazardous materials used, stored, released, disposed of by us or located at, under or emanating from our current or former facilities or other environmental or natural resource damage.
While we have budgeted for foreseeable associated expenditures, we cannot assure you that future environmental legal requirements will not become more stringent or costly in the future.
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We have been named as a responsible party at three Superfund sites in Sunnyvale, California.
−Removed: Although we have not yet been, we could be named a potentially responsible party at other Superfund or contaminated sites in the future.
−Removed: In addition, contamination that has not yet been identified could exist at our other facilities.
+Added: Although we have not been, we could be named a potentially responsible party at other Superfund or contaminated sites in the future.
+Added: In addition, contamination that has not been identified could exist at our other facilities.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted disclosure and reporting requirements for companies that use “conflict” minerals originating from the Democratic Republic of Congo or adjoining countries.
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Moreover, we are likely to encounter challenges to satisfy those customers who require that all of the components of our products be certified as “conflict free.” If we cannot satisfy these customers, they may choose a competitor’s products.
−Removed: Customers, governments and authorities are increasingly focused on the risk of forced labor in supply chains that may increase the cost of our compliance program.
−Removed: Germany’s federal procurement office, in collaboration with the Bitkom trade association, issued new supply chain labor requirements.
−Removed: In addition, the United Kingdom, Australia and the State of California have previously issued laws that require us to disclose our policy and practices for identifying and eliminating forced labor and human trafficking in our supply chain.
−Removed: Several customers have also issued expectations to eliminate these practices that may impact us.
+Added: In addition to our company, customers, governments and authorities continue to be focused on eliminating risks of forced labor in supply chains which may increase the cost of our compliance program.
+Added: For example, the United States Uyghur Forced Labor Prevent Act prohibits goods mined, produced or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or by certain entities, from entering the United States under the presumption of being made with forced labor.
+Added: Germany’s federal procurement office, in collaboration with the Bitkom trade association, has issued supply chain labor requirements.
+Added: In addition, the United Kingdom, Australia and the State of California have enacted laws that require us to disclose our policy and practices for identifying and eliminating forced labor and human trafficking in our supply chain.
+Added: Several customers have also issued expectations to eliminate these occurrences, if any, that may impact us.
While we have a Human Rights Policy and management systems to identify and avoid these practices in our supply chain, we cannot guarantee that our suppliers will always be in conformance to these laws and expectations.
1 unchanged sentence
Moreover, we are likely to encounter challenges with customers if we cannot satisfy their forced and trafficked labor polices and they may choose a competitor’s product.
−Removed: Xilinx Merger and Acquisition Risks
−Removed: Acquisitions, joint ventures and/or investments, including our previously announced acquisition of Xilinx, and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock.
+Added: Merger, Acquisition and Integration Risks
+Added: Acquisitions, joint ventures and/or investments and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock.
Our success will depend, in part, on our ability to expand our product offerings and grow our business in response to changing technologies, customer demands and competitive pressures.
1 unchanged sentence
The identification of suitable acquisition or joint venture candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions or joint ventures.
−Removed: For example, on October 26, 2020, we, along with a direct wholly-owned subsidiary of ours, entered into an Agreement and Plan of Merger (the Merger Agreement) with Xilinx, Inc.
−Removed: (Xilinx), whereby we agreed to acquire Xilinx (the Merger).
−Removed: We entered into the Merger Agreement with the belief that the Merger will result in certain benefits, including certain operational synergies and cost efficiencies, and drive product innovations.
−Removed: Achieving these anticipated benefits will depend on successfully combining our and Xilinx’s businesses together.
−Removed: It is not certain that Xilinx’s business can be successfully integrated with our business in a timely manner or at all, or that any of the anticipated benefits will be realized for a variety of reasons, including, but not limited to:
−Removed: failure to obtain applicable regulatory approval in a timely manner or otherwise;
−Removed: failure to satisfy other closing conditions to the Merger;
−Removed: our inability to integrate or benefit from Xilinx’s acquired technologies or services in a profitable manner;
+Added: For example, on February 14, 2022, we completed our acquisition of Xilinx and on May 26, 2022, we completed our acquisition of Pensando.
+Added: While we believe these acquisitions will result in certain benefits, including certain operational synergies and cost efficiencies, and drive product innovations, achieving these anticipated benefits will depend on successfully combining our and the acquired companies’ businesses together.
+Added: It is not certain that the acquired companies can be successfully integrated with our business in a timely manner or at all, or that any of the anticipated benefits will be realized for a variety of reasons, including, but not limited to:
+Added: our inability to integrate or benefit from acquired technologies or services in a profitable manner;
diversion of capital and other resources, including management’s attention from our existing business;
−Removed: unanticipated costs or liabilities associated with the Merger;
+Added: unanticipated costs or liabilities associated with the integration;
failure to leverage the increased scale of the combined businesses quickly and effectively;
coordinating and integrating in countries in which we have not previously operated;
−Removed: the potential impact of the Merger on our relationships with employees, vendors, suppliers and customers;
−Removed: the impairment of relationships with, or the loss of, Xilinx’s employees, vendors, suppliers and customers;
−Removed: adverse changes in general economic conditions in regions in which we and Xilinx operate;
−Removed: potential litigation associated with the Merger;
+Added: the potential impact of the acquisitions on our relationships with employees, vendors, suppliers and customers;
+Added: the impairment of relationships with, or the loss of, the acquired companies’ employees, vendors, suppliers and customers;
+Added: adverse changes in general economic conditions in regions in which we and the acquired companies operate;
+Added: potential litigation associated with the acquisitions;
difficulties in the assimilation of employees and culture;
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challenges in attracting and retaining key personnel;
−Removed: and difficulties with integrating and upgrading our and Xilinx’s financial reporting systems.
+Added: and difficulties with integrating and upgrading our and the acquired companies’ financial reporting systems.
Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in expected revenues and diversion of management’s time and attention, which could materially impact the combined company.
−Removed: In addition, even if the operations of the businesses are integrated successfully, the full benefits of the Merger may not be realized within the anticipated time frame or at all.
−Removed: All of these factors could decrease or delay the expected accretive effect of the Merger and negatively impact the combined company.
−Removed: If we cannot successfully integrate our and Xilinx’s businesses and operations, or if there are delays in combining the businesses, it could negatively impact our ability to develop or sell new products and impair our ability to grow our business, which in turn could adversely affect our financial condition and operating results.
+Added: In addition, even if the operations of the businesses are integrated successfully, the full benefits of the acquisitions may not be realized within the anticipated time frame or at all.
+Added: All of these factors could decrease or delay the expected accretive effect of the acquisitions and negatively impact the combined company.
+Added: If we cannot successfully integrate our and the acquired companies’ businesses and operations, or if there are delays in combining the businesses, it could negatively impact our ability to develop or sell new products and impair our ability to grow our business, which in turn could adversely affect our financial condition and operating results.
Acquisitions and joint ventures may also involve the entry into geographic or business markets in which we have little or no prior experience.
Consequently, we may not achieve anticipated benefits of acquisitions or joint ventures, which could harm our operating results.
−Removed: In addition, to complete an acquisition (and as contemplated in the Merger), we may issue equity securities, which would dilute our stockholders’ ownership and could adversely affect the price of our common stock, and/or incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our results of operations.
+Added: In addition, to complete an acquisition, we may issue equity securities, which would dilute our stockholders’ ownership and could adversely affect the price of our common stock, and/or incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our results of operations.
Moreover, if such acquisitions or joint ventures require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to us or at all.
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law pertaining to the Entity List designation.
−Removed: Our ability to complete the Xilinx Merger is subject to closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the Xilinx Merger not to be completed.
−Removed: The Merger is subject to a number of closing conditions as specified in the Merger Agreement.
−Removed: These include, among others, the receipt of approvals under certain competition laws and the absence of governmental restraints or prohibitions preventing the consummation of the Merger.
−Removed: No assurance can be given that the required consents and approvals will be obtained or that the closing conditions will be satisfied in a timely manner or at all.
−Removed: Also, if a settlement or other resolution is not reached in any legal proceedings that may be instituted against us, our directors, Xilinx or its directors relating to the transactions contemplated by the Merger Agreement, and the plaintiffs in such proceedings secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our and/or Xilinx’s ability to complete the Merger on the terms contemplated by the Merger Agreement, then such injunctive or other relief may prevent the Merger from becoming effective in a timely manner, or at all.
−Removed: Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve.
−Removed: We cannot provide any assurances that these conditions will not result in the abandonment or delay of the Merger.
−Removed: The occurrence of any of these events could have a material adverse effect on our results of operations and the trading price of our common stock.
−Removed: Additionally, under the Merger Agreement, Xilinx will be required to pay a termination fee to us equal to $1 billion if the Merger Agreement is terminated in certain circumstances, including if the Merger Agreement is terminated because Xilinx’s board of directors has changed its recommendation.
−Removed: We will be required to pay a termination fee to Xilinx equal to $1.5 billion if the Merger Agreement is terminated in certain circumstances, including if the Merger Agreement is terminated because our board of directors has changed its recommendation.
−Removed: We will be required to pay a termination fee equal to $1 billion if the Merger Agreement is terminated in certain circumstances related to the failure to obtain required regulatory approvals by October 26, 2021 (subject to automatic extension first to January 26, 2022 and then to April 26, 2022, in each case, to the extent the regulatory closing conditions remain outstanding).
−Removed: Whether or not it is completed, the announcement and pendency of the Xilinx Merger could cause disruptions in our business, which could have an adverse effect on our business and financial results .
−Removed: Whether or not it is completed, the announcement and pendency of the Merger could cause disruptions in our business:
−Removed: our and Xilinx’s current and prospective employees may experience uncertainty about their future roles with the combined company, which might adversely affect the ability to retain key employees;
−Removed: uncertainty regarding the completion of the Merger may cause customers, suppliers, distributors, vendors, strategic partners or others to delay or defer entering into contracts, make other decisions or seek to change or cancel existing business relationships;
−Removed: and the attention of management may be directed toward the completion of the Merger.
−Removed: If the Merger is not completed, we will have incurred significant costs, including the potential payment of termination fees and the diversion of management resources, for which we will have received little or no benefit.
−Removed: Any impairment of the combined company’s tangible, definite-lived intangible or indefinite-lived intangible assets, including goodwill, may adversely impact the combined company’s financial position and results of operations.
−Removed: The Merger will be accounted for using the acquisition method of accounting under the provisions of ASC 805, Business Combinations, with AMD representing the accounting acquirer under this guidance.
−Removed: We will record assets acquired, including identifiable intangible assets, and liabilities assumed from Xilinx at their respective fair values at the date of completion of the Merger.
+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.
+Added: We account for certain acquisitions, including the Xilinx and Pensando acquisitions, using the acquisition method of accounting under the provisions of ASC 805, Business Combinations, with AMD representing the accounting acquirer under this guidance.
+Added: We record assets acquired, including identifiable intangible assets, and liabilities assumed, at their respective fair values at the acquisition date.
Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill.
−Removed: In connection with the Merger, the combined company is expected to record significant goodwill and other intangible assets on its consolidated balance sheet.
−Removed: Indefinite-lived intangible assets, including goodwill, will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present.
−Removed: If, in the future, the combined company determines that tangible or intangible assets, including goodwill, are impaired, the combined company would record an impairment charge at that time.
−Removed: Impairment testing of goodwill and intangible assets requires significant use of judgment and assumptions, particularly as it relates to the determination of fair value.
−Removed: A decrease in the long-term economic outlook and future cash flows of the combined company’s business could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill, which may have a material adverse impact on the combined company’s financial position and results of operations.
+Added: In connection with the Xilinx and Pensando acquisitions, we recorded significant goodwill and other intangible assets on our consolidated balance sheet.
+Added: Indefinite-lived intangible assets, including goodwill, are tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present.
+Added: If, in the future, we determine that tangible or intangible assets, including goodwill, are impaired, we would record an impairment charge at that time.
+Added: Impairment testing of goodwill requires significant use of judgment and assumptions, particularly as it relates to the determination of fair value.
+Added: Subsequent to our annual goodwill impairment analysis, we monitor for any events or changes in circumstances, such as significant adverse changes in business climate or operating results, changes in management’s business strategy, an inability to successfully introduce new products in the marketplace, an inability to successfully achieve internal forecasts or significant declines in our stock price, which may represent an indicator of impairment.
+Added: A decrease in the long-term economic outlook and future cash flows of our business could significantly impact asset values and potentially result in the impairment of goodwill and may require us to record future goodwill impairment charges, which may have a material adverse impact on our financial position and results of operations.
Liquidity and Capital Resources Risks
−Removed: The agreements governing our notes and our Revolving Credit Facility impose restrictions on us that may adversely affect our ability to operate our business.
−Removed: The indenture governing our 7.50% Senior Notes due August 2022 (7.50% Notes) contains various covenants which limit our ability to, among other things make certain investments, including investments in our unrestricted subsidiaries, and consolidate or merge or sell our assets as an entirety or substantially as an entirety.
−Removed: In addition, the Revolving Credit Facility’s credit agreement (Credit Agreement) restricts our ability to make cash payments on the notes to the extent that (i) on the date of such payment, an event of default exists under the Credit Agreement or would result therefrom or (ii) if we would have, on a pro forma basis after giving effect to such payment, a consolidated total leverage ratio that exceeds 3.50x.
−Removed: Any of our future debt agreements may contain similar restrictions.
−Removed: If under certain circumstances we fail to make a cash payment on a series of notes when required by the applicable indenture, it would constitute an event of default under such indenture, which, in turn, could constitute an event of default under the agreements governing our other indebtedness.
−Removed: Our Revolving Credit Facility also contains various covenants which limit our ability to, among other things, incur additional indebtedness and liens, make certain investments, merge or consolidate with other entities, make certain dispositions, create any encumbrance on the ability of a subsidiary to make any upstream payments, make payments with respect to subordinated debt or certain borrowed money prior to its due date and enter into any non-arm’s-length transaction with an affiliate (in each case, except for certain customary exceptions).
−Removed: The agreements governing our notes and our Revolving Credit Facility contain cross-default provisions whereby a default under certain agreements with respect to other indebtedness would result in cross defaults under the indentures or the Revolving Credit Facility.
−Removed: For example, the occurrence of a default with respect to any indebtedness or any failure to repay indebtedness when due in an amount in excess of (i) $50 million would cause a cross default under the indentures (to the extent such default would result in the acceleration of such indebtedness) governing our 7.50% Notes and 2.125% Convertible Senior Notes due 2026 (2.125% Notes), and (ii) $100 million would cause a cross default under the Revolving Credit Facility.
−Removed: The occurrence of a default under any of these borrowing arrangements would permit the applicable note holders or the lenders under our Revolving Credit Facility to declare all amounts outstanding under the indentures or the Revolving Credit Facility to be immediately due and payable.
−Removed: If the note holders or the trustee under the indentures governing our 7.50% Notes or 2.125% Notes or the lenders under our Revolving Credit Facility accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings.
+Added: The agreements governing our notes, our guarantees of the Assumed Xilinx Notes, and our Revolving Credit Agreement impose restrictions on us that may adversely affect our ability to operate our business.
+Added: The indenture governing our 3.924% Senior Notes due 2032 and 4.393% Senior Notes due 2052 contains various covenants that limit our ability to, among other things:
+Added: create liens on certain assets to secure debt, enter into certain sale and leaseback transactions;
+Added: and consolidate with, merge into or sell, convey or lease all or substantially all of our assets to any other person.
+Added: Additionally, in connection with the acquisition of Xilinx, we entered into supplemental indentures for the Assumed Xilinx Notes pursuant to which all obligations of Xilinx under the Assumed Xilinx Notes are unconditionally guaranteed on a senior unsecured basis by us.
+Added: The indentures governing the Assumed Xilinx Notes also contain various covenants which limit our ability to, among other things, create certain liens on principal property or the capital stock of certain subsidiaries, enter into certain sale and leaseback transactions with respect to principal property, and consolidate or merge with, or convey, transfer or lease all or substantially all our assets, taken as a whole, to another person.
+Added: We also have a five-year unsecured revolving credit facility in the aggregate principal amount of $3.0 billion (Revolving Credit Agreement).
+Added: Our Revolving Credit Agreement contains various covenants which limit our ability to, among other things, incur liens and consolidate or merge or sell our assets as an entirety or substantially as an entirety (in each case, except for certain customary exceptions).
+Added: In addition, our Revolving Credit Agreement requires us to maintain a minimum consolidated interest coverage ratio at the end of each fiscal quarter.
+Added: The agreements governing our notes and our Revolving Credit Agreement contain cross-default provisions whereby a default under certain agreements with respect to other indebtedness would result in cross defaults under the indentures or the Revolving Credit Agreement.
+Added: For example, the occurrence of a default with respect to any indebtedness or any failure to repay indebtedness when due in an amount in excess of (i) $50 million would cause a cross default under the indentures (to the extent such default would result in the acceleration of such indebtedness) governing our 2.125% Convertible Senior Notes due 2026 (2.125% Notes), and (ii) $500 million would cause a cross default under the Revolving Credit Agreement (to the extent such default (other than the failure to repay indebtedness) would result in the acceleration of such indebtedness).
+Added: The occurrence of a default under any of these borrowing arrangements would permit the applicable note holders or the lenders under our Revolving Credit Agreement to declare all amounts outstanding under the indentures or the Revolving Credit Agreement to be immediately due and payable.
+Added: If the note holders or the trustee under the indentures governing our 2.125% Notes or
+Added: the lenders under our Revolving Credit Agreement accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings.
Our indebtedness could adversely affect our financial position and prevent us from implementing our strategy or fulfilling our contractual obligations.
−Removed: Our total debt principal amount outstanding as of December 25, 2021 was $313 million.
+Added: Our total debt principal amount outstanding as of December 31, 2022 was $2.5 billion .
Our indebtedness may make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments;
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and increase our vulnerability to the impact of adverse economic and industry conditions.
+Added: We enter into sale and factoring arrangements from time to time with respect to certain accounts receivables, which arrangements are non-recourse to us in the event that an account debtor fails to pay for credit-related reasons, and are not included in our indebtedness.
+Added: We could become obligated to repurchase such accounts receivables or otherwise incur liability to the counterparties under these arrangements under certain circumstances, such as where a commercial dispute arises between us and an account debtor.
We may not be able to generate sufficient cash to meet our working capital requirements.
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Nearly all product assembly and final testing of our products is performed at manufacturing facilities, operated by third-party manufacturing facilities, in China, Malaysia and Taiwan.
+Added: We also depend on third-party subcontractors to provide shipment services.
We also have international sales operations.
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changes in a specific country’s or region’s political or economic conditions;
−Removed: changes in tax laws, trade protection measures and import or export licensing requirements;
+Added: changes in tax laws, trade protection measures and import or export licensing requirements and restrictions;
difficulties in protecting our intellectual property;
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restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;
−Removed: changes in freight and interest rates;
+Added: changes in freight rates;
+Added: changes to macroeconomic conditions, including interest rates, inflation and recession;
disruption in air transportation between the United States and our overseas facilities;
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and compliance with United States laws and regulations related to international operations, including export control and economic sanctions laws and regulations and the Foreign Corrupt Practices Act.
+Added: Recently, the United States and other countries and coalitions have issued sanctions and revisions to export control and other regulations against Russia, Belarus or the DNR or LNR regions of Ukraine, due to the conflict in Ukraine.
+Added: Also, geopolitical changes between China and Taiwan could disrupt the operations of our Taiwan based third-party wafer foundries, manufacturing facilities and subcontractors, and materially adversely affect our business, financial condition and/or operating results .
In addition, our worldwide operations (or those of our business partners) could be subject to natural disasters and climate change such as earthquakes, tsunamis, flooding, typhoons, droughts, fires, extreme heat and volcanic eruptions that disrupt our operations, or those of our manufacturers, vendors or customers.
−Removed: For example, our Santa Clara operations are located near major earthquake fault lines in California.
−Removed: Also, we have operations and employees in regions that have experienced prolonged heat waves and freezing in Texas and wildfires in California.
+Added: For example, our Santa Clara and San Jose operations are located near major earthquake fault lines in California.
+Added: Also, we have operations and employees in regions that have experienced extreme weather such as prolonged heat waves, wildfires and freezing.
Extreme weather events can also disrupt the ability of our suppliers to deliver expected manufacturing parts and/or services for periods of time.
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The European Union’s General Data Protection Regulation imposes significant requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance.
−Removed: Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.
−Removed: We may incur future impairments of goodwill and technology license purchases.
−Removed: We perform our annual goodwill impairment analysis as of the first day of the fourth quarter of each year.
−Removed: Subsequent to our annual goodwill impairment analysis, we monitor for any events or changes in circumstances, such as significant adverse changes in business climate or operating results, changes in management’s business strategy, an inability to successfully introduce new products in the marketplace, an inability to successfully achieve internal forecasts or significant declines in our stock price, which may represent an indicator of impairment.
−Removed: The occurrence of any of these events may require us to record future goodwill impairment charges.
+Added: Any of the above risks, should they occur, could result in an increase in the cost of components, production and shipment delays, general business interruptions, the inability to obtain, or delays from difficulties in obtaining export licenses for certain technology, penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our products less attractive to international customers, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.
+Added: We may incur future impairments of our technology license purchases.
We license certain third-party technologies and tools for the design and production of our products.
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In addition, volatility in our stock price could adversely affect our business and financing opportunities.
−Removed: 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.
−Removed: This repurchase program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time.
+Added: In May 2021, our Board of Directors approved a stock repurchase program of up to $4 billion of our common stock (Existing Repurchase Program).
+Added: In February 2022, our Board of Directors approved a new stock repurchase program in addition to our Existing Repurchase Program to purchase up to $8 billion of our outstanding common stock in the open market (collectively referred to as the Repurchase Program).
+Added: The Repurchase Program does not obligate us to acquire any common stock, has no termination date and may be suspended or discontinued at any time.
Our stock repurchases could affect the trading price of our stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may result in a decrease in our stock price.
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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.