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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-03 · 47 added, 21 removed, 210 unchanged (24% of the section changed)

27 unchanged sentences

There has been no change in our internal controls over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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

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

OTHER INFORMATION

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

In addition, the U.S.

Department of the Treasury’s Office of Foreign Assets Control has issued General License No.

1B (the OFAC General License), which generally authorizes certain licensing, permitting, certification, notification, and related transactions with the FSB as may be required for the importation, distribution, or use of information technology products in the Russian Federation.

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

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

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

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

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

The information under the captions “Directors’ Compensation and Benefits” (including “2022 Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Compensation Policies and Practices,” “Executive Compensation” (including “2022 Summary Compensation Table,” “2022 Nonqualified Deferred Compensation,” “Outstanding Equity Awards at 2022 Fiscal Year-End,” “Grants of Plan-Based Awards in 2022” and “Option Exercises and Stock Vested in 2022) and “Severance and Change in Control Arrangements” in our 2023 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information under the captions “Principal Stockholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in our 2023 Proxy Statement is incorporated herein by reference.

15 unchanged sentences

Notes to Consolidated Financial Statements

Report s of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

All schedules have been omitted because the information is not required, is not applicable, or is included in the Notes to the Consolidated Financial Statements.

8 unchanged sentences

4.1 Description of Advanced Micro Devices, Inc.

Common Stock, filed as Exhibit 4.1 to AMD’s Annual Report on Form 10-K for the period ended December 28, 2019, is hereby incorporated by reference.

4.2 Indenture governing 7.50% Senior Notes due 2022, including the Form of 7.50% Note, between Advanced Micro Devices, Inc.

and Wells Fargo Bank, N.A., dated as of August 15, 2012, filed as Exhibit 4.1 to AMD’s Current Report on Form 8-K dated August 15, 2012, is hereby incorporated by reference.

Common Stock, filed as Exhibit 4.1 to AMD’s Q uarterly Report on Form 10- Q for the period ended J une 25, 2022 , is hereby incorporated by reference.

4.2 Indenture by and among Advanced Micro Devices, Inc.

5 unchanged sentences

and Wells Fargo Bank N.A., dated September 23, 2016, filed as Exhibit 4.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2016, is hereby incorporated by reference.

4.5 Fourth Supplemental Indenture governing the Xilinx 2.950% Senior Notes Due 2024, by and among Xilinx, Inc., Advanced Micro Devices, Inc.

Bank Trust Company, National Association, dated February 14, 2022, filed as Exhibit 4.1 to AMD’s Current Report on Form 8-K dated February 14, 2022, is hereby incorporated by reference.

4.6 Second Supplemental Indenture governing the Xilinx 2.2375% Senior Notes due 2030, by and among Xilinx, Inc., Advanced Micro Devices, Inc.

Bank Trust Company, National Association, dated February 14, 2022, filed as Exhibit 4.2 to AMD’s Current Report on Form 8-K dated February 14, 2022, is hereby incorporated by reference.

4.7 Indenture , dated as of June 9, 2022, by and between Advanced Micro Devices, Inc.

Bank Trust Company, National Association, as trustee, filed as exhibit 4.1 to AMD’s Current Report o Form 8-K dated June 9, 2022, is hereby incorporated by reference.

4.8 First Supplemental Indenture, dated as of June 9, 2022, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee, including the Form of 2032 Note and Form of 2052 Note, filed as exhibit 4.2 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference .

*10.1 2011 Executive Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the period ended April 2, 2011, is hereby incorporated by reference.

*10.2 SeaMicro, Inc.

Amended and Restated 2007 Equity Incentive Plan, filed as Exhibit 10.1 on AMD’s Registration Statement on Form S-8, filed with the SEC on March 23, 2012, is hereby incorporated by reference.

*10.2 AMD Executive Severance Plan and Summary Plan Description for Senior Vice Presidents, effective June 1, 2013, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated June 7, 2013, is hereby incorporated by reference.

39 unchanged sentences

*10.27 Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2017, is hereby incorporated by reference.

*10.29 2004 Equity Incentive Plan, as amended and restated, filed as Exhibit 10.1 to AMD’s Registration Statement on Form S-8 filed with the SEC on May 8, 2017, is hereby incorporated by reference.

*10.28 Amended and Restated 2017 Employee Stock Purchase Plan dated August 23, 2018, filed as Exhibit 10.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2018, is hereby incorporated by reference.

8 unchanged sentences

*10.36 Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.105 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

10.39 Credit Agreement dated as of June 7, 2019 by and among Advanced Micro Devices, Inc., as borrower, the lenders as referred to therein, as lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline agent and an issuing lender, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated June 10, 2019, is hereby incorporated by reference.

*10.37 Offer Letter between Advanced Micro Devices, Inc.

9 unchanged sentences

*10.42 2004 Equity Incentive Plan, as amended and restated, dated August 21, 2019, filed as Exhibit 10.7 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.46 Outside Director Equity Compensation Policy, as amended and restated, dated as of February 12, 2020, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020, is hereby incorporated by reference.

*10.43 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

28 unchanged sentences

Inc., dated January 28, 2019, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019, is hereby incorporated by reference.

10.58 Company-Provided Business Aircraft Usage and Commercial Travel by Personal Guests Policy revised as of January 25, 2021 , filed as Exhibit 10.58 to AMD ’ s Annual R eport on Form 10-K for the fiscal year ended December 26, 2020, is hereby inco rporated by reference.

10.54 Company-Provided Business Aircraft Usage and Commercial Travel by Personal Guests Policy revised as of January 25, 2021, filed as Exhibit 10.58 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020, is hereby incorporated by reference.

*10.55 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

8 unchanged sentences

and GLOBALFOUNDRIES U.S.

Inc., dated December 23, 2021.

Inc., dated December 23, 2021 , f iled as Exhibit 10.63 to AMD ’ s A nnual Report on Form 10-K for the year ended December 25, 2021, is here b y i nc orporated by reference .

10.60 Credit Agreement dated as of April 29, 2022 by and among Advanced Micro Devices, Inc.

as borrower, the lenders referred to therein, as lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing lender, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated April 29, 2022, is hereby incorporated by reference.

*10.61 Xilinx, Inc.

2007 Equity Incentive Plan, effective as of January 1, 2007, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

*10.62 2004 Equity Incentive Plan, as amended and restated, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

*10.63 Offer Letter between Advanced Micro Devices, Inc.

and Victor Peng dated March 8, 2022, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

*10.64 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc.

2007 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022, is hereby incorporated by reference.

*10.65 Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc.

2007 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022, is hereby incorporated by reference.

*10.66 Outside Director Equity Compensation Policy, as amended and restated, dated as of August 10, 2022, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2022, is hereby incorporated by reference.

*10.67 Offer Letter between Advanced Micro Devices, Inc.

and Jean Hu, dated as of January 6, 2023, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated January 8, 2023, is hereby incorporated by reference.

*10.68 Sign-On Bonus Agreement between Advanced Micro Devices, Inc.

and Jean Hu, dated as of January 8, 2023, filed as Exhibit 10.2 to AMD’s Current Report on Form 8-K dated January 8, 2023, is hereby incorporated by reference.

18.1 Preferability Letter from Ernst & Young LLP dated February 2 7 , 2023.

21 List of AMD subsidiaries.

22 unchanged sentences

February 27, 2023 A DVANCED M ICRO D EVICES , I NC .

/s/ Devinder Kumar

Devinder Kumar

Executive Vice President, Chief Financial Officer, and Treasurer

Chair, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

(Principal Executive Officer), Director February 27, 2023

/s/Devinder Kumar Executive Vice President, Chief Financial Officer and Treasurer

/s/Jean Hu Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer) February 27, 2023

Devinder Kumar

/s/Darla Smith Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) February 27, 2023

* Director, Chairman of the Board February 3, 2022

* Lead Independent Director February 27, 2023

* Director February 27, 2023

Dermot Mark Durcan

* Director February 27, 2023

2 unchanged sentences

* Director February 27, 2023

/s/Devinder Kumar

Devinder Kumar, Attorney-in-Fact

* Director February 27, 2023

Su, Attorney-in-Fact

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

What changed 10-K

Item 9A. Controls and Procedures